2024
ANNUAL
REPORT
ASX: OLH
For personal use only
Annual Report
OUR VISION & MISSION
VALUES STATEMENT
CHAIRMAN & CEO REPORT
DIRECTOR'S REPORT
AUDITORS INDEPENDENT DECLARATION
FINANCIAL STATEMENTS
DIRECTOR'S DECLARATION
INDEPENDENT AUDITOR'S REPORT
CORPORATE GOVERNANCE STATEMENT
RISK MANAGEMENT STATEMENT
SHAREHOLDER INFORMATION
CORPORATE DIRECTORY
Contents
2
3
4
5
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43
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49
60
62
64
Image: @_paintchick_
For personal use only
For personal use only
For personal use only
Chairman & CEO Report
We are pleased to provide you with an update on the performance and strategic progress of
Oldfields Holdings Limited (Oldfields or the Company) for FY2024.
The past year has been one of profound transformation for Oldfields. Together with the
executive leadership team and the board of directors, we undertook a comprehensive strategic
review aimed at addressing structural challenges and positioning the Company for sustainable
long-term growth.
Looking Forward
With the strategic initiatives undertaken in FY2024 now largely behind us, Oldfields is positioned
to deliver improved financial and operational performance in FY2025. Our focus remains on
enhancing profitability, optimising operations, and exploring new growth opportunities—both
organic and inorganic.
On behalf of the board, we would like to extend our thanks to our dedicated team, whose
resilience and commitment have been integral to our achievements in FY2024. We would also like
to thank you, our shareholders, for your continued support. We look forward to continuing to
build on the momentum we have established, delivering value to all our stakeholders as we move
into this next phase of growth.
Key Highlights of FY2024:
Strategic Transformation: Over the course
of FY2024, we completed a major strategic
transformation, with a clear focus on driving
operational efficiency and refocusing the
business on its core strengths.
Financial Performance: Our normalised
EBITDA for FY2024 was $0.91 million,
broadly in line with the guidance provided
in June. This was achieved after normalising
for non-recurring cash expenses related to
our strategic transformation and other non-
cash items. While the statutory EBITDA
reflected a loss of $2.76 million due to $3.67
million in non-recurring transformation-
related costs and a $1.82 million loss from
the now closed East Coast Scaffolding Hire
and Service division, these actions were
critical to positioning Oldfields for future
profitability.
Exit from East Coast Scaffold Hire: We
successfully completed our exit from the
East Coast Scaffolding Hire and Service
business, a move that allows us to focus
exclusively on our core strengths of
designing, manufacturing, and distributing
high-quality scaffold and paint products.
This refocusing will streamline operations
and enhance profitability.
Strong Momentum into FY2025: I am
pleased to report that we are seeing
positive momentum as we enter FY2025,
with robust demand across both local and
international sales channels. We expect
strong orders for the first half, which
bodes well for the year ahead.
Strategic
Inorganic
Growth:
As
we
continue to optimise our core operations,
we
remain
committed
to
pursuing
strategic inorganic growth opportunities
that complement our existing business.
This will allow us to expand our market
presence while maintaining a disciplined
approach to capital allocation.
Joe Screnci
Chairman
Michael Micallef
Chief Executive Officer &
Managing Director
For personal use only
Michael Emanuel Micallef
Chief Executive Officer and Managing Director
Other current directorships:
Previous directorships (last 3 years):
None
Interest in shares and options:
3,000,000 share options held
Contractual rights to shares:
3,000,000 share options held
Jonathan William Doy (resigned on 24 November 2023)
Independent non-executive Director and Chairman
Special responsibilities
Qualifications
Bachelor of Economics, Member of AICD and Fellow Member of CPA
Other current directorships:
Previous directorships (last 3 years):
None
Interest in shares and options:
Nil
Contractual rights to shares:
Nil
Joseph Screnci
Independent non-executive Director
Qualifications
Bachelor of Engineering, Master of Business Administration and Company Director’s Course
Other current directorships:
Previous directorships (last 3 years):
Interest in shares and options:
2,000,000 shares held
Contractual rights to shares:
Nil
David John Baird
Independent non-executive Director
Special responsibilities
Qualifications
Bachelor of Arts and Bachelor of Laws
Other current directorships:
Previous directorships (last 3 years):
None
Interest in shares and options:
1,142,799 shares held
Contractual rights to shares:
Nil
Directors' Report
Directors' Details
Your Directors present their report on the consolidated entity (referred to herein as the "Group") consisting of Oldfields Holdings Limited (referred to hereafter as the
"Company" or the "Parent Entity") and its controlled entities for the financial year ended 30 June 2024.
The names and details of the Directors of the Company during the financial year and until the date of this report are set out below. Directors were in office for this entire
period unless otherwise stated.
Mr Screnci has extensive expertise in corporate advisory services including human capital management, leadership development, business restructuring and transformation,
strategic analysis and managing multicultural businesses in the Asia Pacific Region and Europe.
Hoffmann Reed, Mind Resources, Forrest Marketing Group
FastVisa Australia, WiserLife, WiseOwl, Multimedia
None
Mr Micallef has more than 10 years of executive leadership experience. He is a passionate and customer focused leader who adapts to go-to-market strategies and evidenced
identifying and consolidating opportunities through to execution.
Mr Doy is a director in the taxation advisory practice of William Buck Australia. He is an acknowledged specialist in tax as well as in the broader business implications of
transactions particularly in the construction and property industry.
Mr Baird has over 30 years experience in local government, planning and environmental law.
Chairman of the Remuneration Committee and Member of the Audit Committee
None
None
Chairman of the Audit Committee and Member of the Remuneration Committee
5
Oldfields Holdings Limited
30 June 2024
For personal use only
James Stavroulakis (appointed on 24 November 2023)
Independent non-executive Director
Special responsibilities
Qualifications
Bachelor of Commerce with Merit, CPA and Registered Tax Agent
Other current directorships:
Previous directorships (last 3 years):
None
Interest in shares and options:
Nil
Contractual rights to shares:
Nil
Frank Lesko (appointed on 24 November 2023)
Independent non-executive Director
Special responsibilities
Qualifications
Associate Diploma in Applied Science (Building)
Other current directorships:
Previous directorships (last 3 years):
None
Interest in shares and options:
100,000 ordinary shares held
Contractual rights to shares:
Nil
Jie Ma
Non-executive Director
Special responsibilities
Qualifications
Bachelor of Industrial and Civil Engineering
Other current directorships:
Previous directorships (last 3 years):
None
Interest in shares and options:
85,530,329 shares held
Contractual rights to shares:
Nil
-
-
-
There were no significant changes in the nature of the Group's principal activities during the financial year. The majority of operations are conducted in Australia.
Principal Activities
hire and erection of scaffolding and related products; and
Company Secretary
Mr Ma has over 20 years experience in mid and high-rise construction in China and Australia.
Member of the Audit Committee and Member of the Remuneration Committee
(holds 50% of the units in the EQM Holdings Unit Trust. EQM Holdings Pty Ltd atf the EQM Holdings Unit Trust holds 85,530,329 ordinary shares)
None
Alan Lee resigned as Company Secretary on 27 May 2024.
manufacture and distribution of scaffolding and related equipment.
Mr Stavroulakis has over 25 years experience in providing financial support for strategic growth and reporting to companies in the domestic and international construction
industry.
None
None
Mr Lesko has over 30 years of experience within the construction industry. He has been a founding director of numerous construction related contractor businesses,
specialised in the delivery of formwork, concrete & scaffolding prior to their acquisition by larger global corporates. He has previously held non-executive director positions
on public companies. Currently Mr Lesko consults to multiple medium sized companies operating within the building industry sector.
Member of the Strategy Committee
None
Natalie Climo of Boardroom Pty Limited was appointed Company Secretary on 27 May 2024.
Natalie has 15 years experience working in the corporate sector, previously as an in-house lawyer and more recently as a Company Secretary for a portfolio of ASX listed
companies. She holds a Bachelor of Laws and a Graduate Diploma in Legal Practice and has extensive experience in corporate governance and board advisor of ASX listed and
unlisted companies.
The principal activities of the Group during the financial year were:
import and distribution of paint brushes, paint rollers, painter's tools and accessories;
6
Oldfields Holdings Limited
30 June 2024
For personal use only
2024
2023
2022
2021
2020
$'000
$'000
$'000
$'000
$'000
Sales revenue
28,005 37,641 24,474 22,716 24,591
(7,253)
(1,031) (4,034) (2,586) (1,222)
571
360 219 290 284
(6,682) (671)
(3,815) (2,296) (938)
Gain on early redemption of deferred senior loan note
- -
- -
(470)
- -
- -
(237)
(6,682) (671) (2,296) (1,645) (320)
Interest income
(11) (10) - -
(14)
Depreciation and amortisation expense
479
405 600 930 739
Depreciation and amortisation of right-of-use assets
1,124 821 1,602 1,472 1,415
Impairment of hire equipment
319
-
- -
-
Net finance costs
1,982 1,778 654 240 165
23 79
5 (183)
-
(2,766)
2,402 565 814 1,985
Dividends paid
- -
- -
-
Share price
0.075 0.048 0.076 0.070 0.034
Return on capital
0.00%
0.00%
0.00%
0.00%
0.00%
Review of Operations
1.
2.
3.
The Group's EBITDA was a loss of $2.8M (2023: $2.4M profit) and the decrease of $5.2M for the year was attributable to write-offs and revaluation of impaired hire equipment,
transformation costs, product recall, and expensing non-operational items, and raising of associated provisions required to recognise current liabilities of the business as at
year end. The expensing of these to the profit and loss was essential to enable the newly transformed Oldfields to commence FY25 with a clean slate and focus on its core
business of paint and scaffold sales.
Loss before income tax, gain on early redemption and revaluation
Loss before income tax
Events after the Reporting Period
Unrealised foreign exchange losses
Revaluation of deferred senior loan note
Oldfields are continuing the strategic focus towards the sales of paint and scaffold with a transition away from hire and service on the east coast, whilst maintaining the west
coast operations. The focus in the sales division will be sales of paint driving domestic and international opportunities through direct sales and distributors. A refocus of
scaffold sales for mobiles, Zippy's, and system scaffold is expected to drive substantial growth in the 2025 financial year.
EBITDA
Refer to the CEO Report on page 5 of the Annual Report.
The Group's revenue for the year ended 30 June 2024 was $28.0M (2023: $37.6M) a decrease of 25.3 % compared to the prior period. The major hire and service project that
drove the revenue and profitability completed in 2023 and East Coast operations shrank with the market.
The Group’s net loss after tax was $7.3M (2023: Loss $1.0M). The Group had a loss of $6.7M before income tax (2023: Loss $0.7M).
Income tax expense
The Group's earnings before interest, tax, depreciation and amortisation (EBITDA) has reduced from $2.4M profit last year to $2.8M loss this year.
The following unaudited table summarises the key reconciling items between profit/(loss) after income tax attributable to the shareholders of the Group and EBITDA. EBITDA
is a financial measure which is not prescribed by Australian Accounting Standards ("AAS") and represents the profit under AAS adjusted for specific non cash and significant
items. The Directors consider EBITDA to reflect the core earnings/(loss) of the Group.
Loss after income tax
Net loss for the Group after providing for income tax amounted to $7.3M (2023: $1.0M loss).
Operating Results
Review of Operations and Financial Results
Depreciation and amortisation expense for the year was $1.6M which was an increase of $0.4M (2023: $1.2M) predominantly due to the right-of-use asset write off on the
new premises.
A key area of focus for the 2025 financial year will be to trade profitably and increase the net asset position of the Group.
The net liabilities of the Group have increased by $7.5M from $2.2M net assets at 30 June 2023 to $5.3M net liabilities at 30 June 2024.
Since the start of the financial year, no dividends have been paid or declared by Oldfields Holdings Limited.
There were no other significant changes in the state of affairs during the financial year.
Dividends
On 30 July 2024, Oldfields Holdings Limited announced a capital raise of $1.08m 12,303,183 ordinary shares (new shares) from new shareholders at an issue price of 8.75
cents per new share (placement).
Future Developments, Prospects and Business Strategies
Transition paint sales to 3PL fulfillment.
Exit of east coast hire and service.
Expensing of the non-operational costs that don; align with the future strategic direction.
The Pure loan was increased during the year to support the relocation and establishment of the new site at Moorebank.
The 2024 loss was driven by significant strategic transformation activities that incurred significant cost around relocation, redundancy, inventory write downs, product recall
and the raising of all provisions required to recognise current liabilities of the business as at year end. The transformation involved 3 distinct activities across the different
business streams of the business:
These costs coupled with an under-performing East Coast Hire & Service division result in the large loss for 2024. The costing of these to the profit and loss was essential to
enable the newly transformed Oldfields to commence FY25 with a clean slate and focus on core business of paint and scaffold sales.
The Oldfields management and board approved a change to the operational structure to exit the hire and service sector of the business on the east coast of Australia. The
west coast operations will continue unchanged, but east coast scaffold hire and service will close. Going forward east coast operations will consist of paint and scaffold sales,
and voids hire.
Financial Position
Significant Changes in State of Affairs
7
Oldfields Holdings Limited
30 June 2024
For personal use only
Director's Name
Number
Eligible to
Attend
Number
Attended
Number
Eligible to
Attend
Number
Attended
Number
Eligible to
Attend
Number
Attended
Michael Emanuel Micallef
11
11
3
3
3
3
Jonathan William Doy
2
1
1
1
-
-
Joseph Screnci
11
11
3
3
3
3
David John Baird
11
11
2
2
3
3
James Stavroulakis
9
9
-
-
-
-
Frank Lesko
9
9
-
-
-
-
11
11
3
3
3
3
-
-
-
-
For the CEO, Michael Micallef, the performance-based remuneration is set out in the executive employment contract as follows:
Short Term
Incentive
FY2023 STI: 20% of FY2023 EBITDA up to $1,000,000 and 10% of FY2023 EBITDA over $1,000,000, with a maximum STI capped at the FAR. 100% of the STI
will be paid in cash.
FY2024 STI: 10% of FY2024 EBITDA with a maximum STI capped at the FAR for FY2024. 100% of the STI will be paid in cash.
FY2025 to FY2027 STI: 5% of each of the financial year EBITDA with a maximum STI capped at the FAR for the respective financial year. 100% of the STI will
be paid in cash.
Long Term
Incentive
Subject to shareholder approval, eligible to receive LTI delivered as share options:
FY2023: 1,000,000 options with an exercise price of $0.05 per option
FY2024: 2,000,000 options with an exercise price of $0.10 per option
FY2025: 3,000,000 options with an exercise price of $0.15 per option
FY2026: 4,000,000 options with an exercise price of $0.20 per option
FY2027: 5,000,000 options with an exercise price of $0.25 per option
The only condition on the LTI is employment with Oldfields on the date of exercise of the option. The options will be granted yearly in each of calendar
years 2023 – 2027 within 60 days of the Company's AGM. The options are exercisable between 6 and 24 months after the date of grant. Clawback
provisions apply in the event of misconduct by the executive.
Audit Committee
Jie Ma
Performance incentives are generally only paid once predetermined key performance indicators (KPIs) have been met; and
Remuneration Committee
Board
The remuneration policy is to be developed by the Remuneration Committee and approved by the Board after professional advice is sought from independent
external consultants when required;
The Group’s operations are not subject to any particular or significant environmental regulation under the law of the Commonwealth or of a State or Territory in Australia.
The Group has established procedures whereby compliance with existing environmental regulations and new regulations are monitored continually. This process includes
procedures to be followed should an incident adversely impact the environment. The Directors are not aware of any breaches during the period covered by this report.
Directors' Meetings
Upon retirement, KMP are paid employee benefit entitlements accrued to the date of retirement.
All remuneration paid to KMP is valued at the cost to the Group and expensed.
Performance in relation to the KPIs is assessed annually with bonuses being awarded depending on the number and difficulty of the KPIs achieved. Following the assessment,
the KPIs are reviewed by the Remuneration Committee in light of the desired and actual outcomes, and their efficiency is assessed in relation to the Group’s goals and
shareholder wealth before the KPIs are set for the following year.
Performance-Based Remuneration
Engagement of Remuneration Consultants
In determining whether or not a KPI has been achieved the Group bases the assessment on audited figures, however where the KPI involves comparison of the Group or a
division within the Group to the market, independent reports may be sought from organisations such as Standard & Poors.
The Board’s policy for determining the nature and amount of remuneration for KMP of the Group is as follows:
Remuneration Policy
Environmental Regulation and Performance
Remuneration Report (Audited)
The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as
follows:
The Remuneration Committee reviews KMP packages annually by reference to the Group’s performance, executive performance and comparable information
from industry sectors.
The remuneration policy of the Group has been designed to align key management personnel (KMP) objectives with shareholder and business objectives by providing a fixed
remuneration component and offering incentives based on key performance areas affecting the consolidated entity's financial results. The Board believes the remuneration
policy to be appropriate and effective in it's ability to attract and retain the high quality KMP to run and manage the Group, as well as create goal congruence between
directors, executives and shareholders.
The performance of KMP is measured against criteria with each executive and is based predominantly on the forecast growth of the Group’s profits and shareholders’ value.
All bonuses and incentives must be linked to predetermined performance criteria. The Board may however exercise its discretion in relation to approving incentives,
bonuses and options, and can recommend changes to the Committee’s recommendations. Any change must be justified by reference to measurable performance criteria.
The policy is designed to attract high calibre executives and reward them for performance results leading to long-term growth in shareholder wealth.
KMP receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, and performance incentives;
KMP receive at a minimum, a superannuation guarantee contribution required by the government, which for the 2024 financial year was 11% of the individual's earnings.
Individuals may however have chosen to sacrifice part of their salary to increase payments towards their superannuation.
The Board's policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The Remuneration Committee determines payments
to the non-executive directors and reviews their remuneration annually based on, market practice, duties and accountability. Independent external advice is sought when
required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting.
During the financial year there were no consultants engaged by the Remuneration Committee to review the elements of KMP remuneration and provide recommendations.
The KPIs are set annually with a certain level of consultation with KMP. The measures are specifically tailored to the area each individual is involved in and has a level of
control over. The KPIs target areas the Board believes hold greater potential for the Group's expansion and profit, covering financial and non-financial as well as short and
long-term goals. The level set for each KPI is based on budgeted figures for the Group and respective industry standards.
8
Oldfields Holdings Limited
30 June 2024
For personal use only
Performance
Related
Fixed
Total
%
%
%
Michael Emanuel Micallef
6 94
100
Jonathan William Doy
- 100 100
Joseph Screnci
- 100 100
David John Baird
- 100 100
James Stavroulakis
- 100 100
Frank Lesko
- 100 100
Jie Ma
- 100 100
Ka Lung Alan Lee
- 100 100
Paul Ryan
- 100 100
Stephanie Levy
15 85
100
Maria Taylor
9 91
100
Post
Employment
Benefits
Year
Cash Salary
and Fees
Cash
Bonuses &
Incentives 1
Non-
Monetary
Benefits
Movement in
Leave
Entitlements
Leave
Entitlements
Share Options
Super-
annuation
$
$
$
$
$
$
$
$
Executive Directors and Management
Michael Micallef
2024
321,524 - 16,397 26,763 - 25,348 27,399 417,431
(appointed on 25 July 2022)
2023
304,100 339,000 - 5,443 - 42,315 25,292 716,150
Ka Lung Alan Lee
2024
162,493 - 8,638 14,761 - - 17,874 203,766
(resigned on 27 May 2024)
2023
194,992 - - 8,340 - - 20,474 223,806
Paul Ryan
2024
56,921 - - 5,140 - - 6,261 68,322
(appointed on 19 March 2024)
2023
- - - - - - -
-
Stephanie Levy
2024
200,000 40,000 - 9,604 - - 24,450 274,054
2023
165,151 - - 7,698 - - 17,341 190,190
Maria Taylor
2024
186,665 18,000 -
(24,548) - - 19,213 199,330
2023
- - - - - - -
-
Frank Lesko
(appointed on 24 November 2023)
Independent Non-executive Director
Duration & termination unspecified
$24,000
Stephanie Levy
Chief Transformation Officer
Duration unspecified.
Termination 3 months notice
$274,054
Paul Ryan
(appointed on 19 March 2024)
Chief Financial Officer
Duration unspecified.
Termination 3 months notice
$68,322
David John Baird
Independent Non-executive Director
Duration & termination unspecified
$40,000
James Stavroulakis
(appointed on 24 November 2023)
Independent Non-executive Director
$24,000
Ka Lung Alan Lee
(resigned on 27 May 2024)
Company Secretary and Chief Financial Officer
Duration unspecified.
Termination 3 months notice
$203,766
$199,330
Maria Taylor
The table below illustrates the proportion of remuneration that was performance related and fixed salary/fees.
Long-Term Benefits
The following table of benefits and payments represents the components of the current year and comparative year remuneration expenses for each member of KMP of the
Group. Such amounts have been calculated in accordance with Australian Accounting Standards:
Duration & termination unspecified
The following table provides employment details of persons who were, during the financial year, members of KMP of the Group.
The employment terms and conditions of all KMP are formalised in contracts of employment.
Head of Human Resources
Duration unspecified.
Termination 3 months notice
Joseph Screnci Independent Non-executive Director
Duration & termination unspecified
$46,669
Group Key Management Personnel
Chief Executive Officer and Managing Director
Duration unspecified.
Termination 3 months notice
$417,431
Michael Emanuel Micallef
Employment Details of Members of Key Management Personnel
Jonathan William Doy
(resigned on 24 November 2023)
Position Held
During and at 30 June 2024
Current Salary / Fees
Incl. Superannuation
Contract Details:
Duration & Termination
There are no pre-defined termination benefits payable to key management personnel other than accrued leave entitlements. In addition to the above, the Group is
committed to pay the CEO and the CFO up to 6 months of base salary each in the event of a successful takeover offer and their positions are terminated or made effectively
redundant.
Jie Ma
Non-executive Director
Duration & termination unspecified
$100,000
Short-Term Benefits
Remuneration Expenses for Key Management Personnel
Total
Independent Non-executive Director
Duration & termination unspecified
$20,166
9
Oldfields Holdings Limited
30 June 2024
For personal use only
Post
Employment
Benefits
Year
Cash Salary
and Fees
Cash
Bonuses &
Incentives 1
Non-
Monetary
Benefits
Movement in
Leave
Entitlements
Leave
Entitlements
Share Options
Super-
annuation
$
$
$
$
$
$
$
$
Non-Executive Directors
Jonathan William Doy
2024
18,168 - - - - - 1,998 20,166
(resigned on 24 November 2023)
2023
45,249
- - - - 4,751 50,000
Joseph Screnci
2024
46,669 - - - - - -
46,669
(appointed on 3 April 2023)
2023
10,000 - - - - - -
10,000
David John Baird
2024
40,000 - - - - - -
40,000
2023
40,000 - - - - - -
40,000
Mr James Stavroulakis
2024
24,000 - - - - - -
24,000
(appointed on 24 November 2023)
2023
- - - - - - -
-
Frank Lesko
2024
24,000 - - - - - -
24,000
(appointed on 24 November 2023)
2023
- - - - - - -
-
Jie Ma
2024
100,000 - - - - - -
100,000
2023
100,000 - - - - - -
100,000
2024 Total KMP
2024
1,180,440 58,000 25,035 31,720 - 25,348 97,195 1,417,738
2023 Total KMP
2023
849,492 339,000 - 21,481 -
42,315 67,858 1,320,146
1 Payment structure of the cash bonus and incentives for FY23 is subject to further discussion between the board and Mr Micallef
Number at
Beginning of
Year
Granted as
Remuneration
During the Year
Exercise During
the Year
Other Changes
During the Year
Number at End
of Year
Michael Emanuel Micallef
1,000,000 2,000,000 - -
3,000,000
Jonathan William Doy
- - - -
-
Joseph Screnci
- - - -
-
David John Baird
- - - -
-
James Stavroulakis
- - - -
-
Frank Lesko
- - - -
-
Jie Ma
- - - -
-
Ka Lung Alan Lee
- - - -
-
Paul Ryan
- - - -
-
Stephanie Levy
- - - -
-
Maria Taylor
- - - -
-
1,000,000 2,000,000 - -
3,000,000
Grant Date Vested Date
Exercisable
Date
Expiry Date
Fair Value per
unit
Number of
units
Total Value of
Grant
Value Expensed
in Current Year
Michael Emanuel Micallef
21-Dec-23
22-Dec-23
21-Jun-24
21-Jun-26 $ 0.0127 2,000,000 $ 25,348 $ 25,348
Jonathan William Doy
- $ - $ -
Joseph Screnci
- $ - $ -
David John Baird
- $ - $ -
James Stavroulakis
- $ - $ -
Frank Lesko
- $ - $ -
Jie Ma
- $ - $ -
Ka Lung Alan Lee
- $ - $ -
Paul Ryan
- $ - $ -
Stephanie Levy
- $ - $ -
Maria Taylor
- $ - $ -
2,000,000 $ 25,348 $ 25,348
Short-Term Benefits
Long-Term Benefits
Total
No members of KMP are entitled to receive securities that are not performance-based as part of their remuneration package.
1,000,000 share options were also issued to Michael Micallef, CEO and Managing Director of the Company with exercise price of $0.05 each. All share options are fully vested
and exercisable from 21 June 2023 for 24 months.
Performance-Related Share-based Payments
All options were granted over unissued fully paid ordinary shares in the Company. The number of options granted was determined having regard to the Executive
employment contract. Options vest based on the provision of services at the time of grant and the executive becomes beneficially entitled to the option on vesting date.
Options are exercisable by the holder as from the 6 months from the date of grant. There are no amounts paid or payable by the recipient in relation to the granting of such
options other than on their potential exercise.
Options and Rights Granted as Remuneration
The number of share options in Oldfields Holdings Limited held during the 2024 financial year by each of the KMP of the Group is as follows:
Securities Received that are not Performance Related
Total
2,000,000 share options were also issued to Michael Micallef, CEO and Managing Director of the Company with exercise price of $0.10 each. All share options are fully vested
and exercisable from 21 June 2024 for 24 months.
Total
10
Oldfields Holdings Limited
30 June 2024
For personal use only
Value of
options granted
during the year
Value of
options
exercised
during the year
Value of
options lapsed
during the year
Remuneration
consisting of
options for the
year
Michael Emanuel Micallef
$ 25,348 $ - $ -
15%
Jonathan William Doy
$ - $ - $ -
0%
Joseph Screnci
$ - $ - $ -
0%
David John Baird
$ - $ - $ -
0%
James Stavroulakis
$ - $ - $ -
0%
Frank Lesko
$ - $ - $ -
0%
Jie Ma
$ - $ - $ -
0%
Ka Lung Alan Lee
$ - $ - $ -
0%
Paul Ryan
$ - $ - $ -
0%
Stephanie Levy
$ - $ - $ -
0%
Maria Taylor
$ - $ - $ -
0%
Number at
Beginning of
Year
Granted as
Remuneration
During the Year
Issued on
Exercise of
Options During
the Year
Other Changes
During the Year
Number at End
of Year
Michael Emanuel Micallef
- - - -
-
Jonathan William Doy
- - - -
-
Joseph Screnci
2,000,000 - - -
2,000,000
David John Baird
1,142,799 - - -
1,142,799
James Stavroulakis
- - - -
-
Frank Lesko
- - - 100,000 100,000
Jie Ma*
85,530,329 - - -
85,530,329
Ka Lung Alan Lee
- - - -
-
Paul Ryan
- - - -
-
Stephanie Levy
- - - -
-
Maria Taylor
- - - -
-
88,673,128 -
- 100,000 88,773,128
-
The Company was not a party to any such proceedings during the year.
Rounding
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of
taking responsibility on behalf of the Company for all or any part of those proceedings.
Other Transactions with Key Management Personnel
2,000,000 share options were also issued to Michael Micallef, CEO and Managing Director of the Company with exercise price of $0.10 each. All share options are fully vested
and exercisable from 21 June 2024 for 24 months.
* holds 50% of the units in the EQM Holdings Unit Trust. EQM Holdings Pty Ltd atf the EQM Holdings Unit Trust holds 85,530,329 ordinary shares
1,000,000 share options were also issued to Michael Micallef, CEO and Managing Director of the Company with exercise price of $0.05 each. All share options are fully vested
and exercisable from 21 June 2023 for 24 months.
There were no other transactions conducted between the Group and KMP or their related parties, other than those disclosed above or in note 29 relating to equity,
compensation and loans, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no more favourable than those
reasonably expected under arm’s length dealings with unrelated persons.
The number of ordinary shares in Oldfields Holdings Limited held during the 2024 financial year by each of the KMP of the Group is as follows:
Shares held by Key Management Personnel
Total
Proceedings on Behalf of Company
Options
At the date of this report, 40,000,000 unlisted and detached warrants were issued to PURE Asset Management with exercise price of $0.105 each.
Values of options over ordinary shares granted, exercised and lapsed for the directors and other key management personnel as part of the compensation during the year
ended 30 June 2024 are set out below:
(This concludes the Remuneration Report which has been audited)
Indemnifying Officers
During or since the end of the financial year, the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums
as follows:
The Company has paid premiums to insure all past, present and future Directors against liabilities for costs and expenses incurred by them in defending legal
proceedings arising from their conduct while acting in the capacity of Directors of the Company, other than conduct involving a wilful breach of duty in relation
to the Company. The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium.
Oldfields Holdings Limited has applied the relief available to it under ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191. Accordingly,
amounts in the financial statements have been rounded to the nearest thousand dollars unless otherwise stated.
11
Oldfields Holdings Limited
30 June 2024
For personal use only
-
-
Michael Micallef
Dated: 30 September 2024
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants
issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-
making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards.
The Board of Directors, in accordance with advice from the Audit Committee, is satisfied that the provision of non-audit services during the year is compatible with the
general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the
external auditor’s independence for the following reasons:
all non-audit services are reviewed and approved by the Audit Committee prior to commencement to ensure they do not adversely affect the integrity and
objectivity of the auditor; and
Details of the amount paid to the auditors of the Company, BDO Audit Pty Ltd, and its related practices for audit and non-audit services provided during the year are set out
in note 29 to the financial statements.
BDO continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
Auditor's Independence Declaration
Non-Audit Services
On behalf of the directors
A copy of the auditor's independence declaration as required under section 307C of the Corporation Act 2001 is set out on the following page.
12
Oldfields Holdings Limited
30 June 2024
For personal use only
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
DECLARATION OF INDEPENDENCE BY RYAN POLLETT TO THE DIRECTORS OF OLDFIELDS HOLDINGS
LIMITED
As lead auditor of Oldfields Holdings Limited for the year ended 30 June 2024, I declare that, to the
best of my knowledge and belief, there have been:
1.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2.
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Oldfields Holdings Limited and the entities it controlled during the
period.
Ryan Pollett
Director
BDO Audit Pty Ltd
Sydney
30 September 2024
13
Oldfields Holdings Limited
30 June 2024
For personal use only
Page
Consolidated Statement of Profit or Loss and Other Comprehensive Income
15
Consolidated Statement of Financial Position
16
Consolidated Statement of Changes in Equity
17
Consolidated Statement of Cash Flows
18
Notes to the Consolidated Financial Statements
19
Consolidated Entity Disclosure Statement
42
General Information
25 Helles Avenue
Moorebank, NSW, 2170, Australia
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial report. The financial
report was authorised for issue with a resolution of Directors on 30 September, 2024. The Directors have the power to amend and reissue the financial report.
The financial report consists of the financial statements , notes to the financial statements and the directors' declaration.
Financial Statements
Oldfields Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. It's registered office and principal place of business is:
The financial report includes the consolidated financial statements for Oldfields Holdings Limited (the ultimate parent entity) and its controlled entities ("Oldfields" or the
"Group"). The financial report is presented in Australian dollars, which is Oldfields Holdings Limited's functional and presentation currency.
14
Oldfields Holdings Limited
30 June 2024
For personal use only
2024
2023
Note
$'000
$'000
4
28,005
37,641
(15,341)
(21,096)
12,664
16,545
4
103
2,284
Expenses:
Depreciation and amortisation expense
5
(479)
(405)
Depreciation and amortisation of right-of-use assets
5
(1,124)
(821)
Sales and distribution expenses
(6,813)
(10,081)
Marketing expenses
(133)
(62)
Occupancy expenses
(1,313)
(1,546)
Administrative expenses
(5,970)
(4,807)
5
(1,982)
(1,778)
5
(319)
-
Hire equipment written-off
5
(1,316)
-
(6,682)
(671)
6
(571)
(360)
(7,253)
(1,031)
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations, net of tax
(11)
(155)
(11)
(155)
Total comprehensive income for the year
(7,264)
(1,186)
Net loss for the year attributable to:
Members of the parent entity
(7,931)
(1,456)
Non-controlling interest
678
425
Total net loss for the year
(7,253)
(1,031)
Comprehensive income attributable to:
Members of the parent entity
(7,942)
(1,611)
Non-controlling interest
678
425
Total comprehensive income for the year
(7,264)
(1,186)
Note
Cents
Cents
Earnings per share from continuing operation attributable to members of the parent entity:
Basis earnings per share
22
(4.412)
(0.810)
Diluted earnings per share
22
(4.412)
(0.810)
The accompanying notes form part of these financial statements.
Net loss from continuing operations
Other comprehensive income for the year, net of tax
Sales revenue
Tax expense
Impairment of hire equipment
Loss before income tax
Other expenses from ordinary activities:
For the year ended 30 June 2024
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
Finance costs
Cost of sales
Gross profit
Other income
15
Oldfields Holdings Limited
30 June 2024
For personal use only
2024
2023
Note
$'000
$'000
ASSETS
CURRENT ASSETS
Cash and cash equivalents
7
830
1,427
Trade and other receivables
8
4,942
8,098
Inventories
9
3,931
3,913
TOTAL CURRENT ASSETS
9,703
13,438
NON-CURRENT ASSETS
Property, plant and equipment
10
3,202
4,308
Right-of-use assets
11
7,069
2,550
Intangible assets
12
910
960
TOTAL NON-CURRENT ASSETS
11,181
7,818
TOTAL ASSETS
20,884
21,256
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
13
11,121
7,634
Borrowings
14
181
4,417
Lease liabilities
15
1,230
792
Current tax liabilities
6
455
111
Employees benefit obligations
16
903
893
TOTAL CURRENT LIABILITIES
13,890
13,847
NON-CURRENT LIABILITIES
Trade and other payables
13
195
3,011
Borrowings
14
5,592
-
Lease liabilities
15
6,340
1,976
Deferred tax liabilities
6
115
115
Employees benefit obligations
16
42
97
TOTAL NON-CURRENT LIABILITIES
12,284
5,199
TOTAL LIABILITIES
26,174
19,046
NET ASSETS (LIABILITIES)
(5,290)
2,210
EQUITY
Issued capital
19
28,157
28,157
Warrant reserve
20
692
692
Share options reserve
20
110
42
Other reserves
20
(118)
(107)
Accumulated loss
24
(35,412)
(27,481)
Parent interest
(6,571)
1,303
Non-controlling interest
24
1,281
907
TOTAL (DEFICIENCY IN) EQUITY
(5,290)
2,210
The accompanying notes form part of these financial statements.
Consolidated Statement of Financial Position
As at 30 June 2024
16
Oldfields Holdings Limited
30 June 2024
For personal use only
Issued
Capital
Warrant
Reserve
Share
Options
Reserve
Other
Reserves
Accumulated
Losses
Subtotal
Non-
Controlling
Interests
Total
Note
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2023
28,157
692
42
(107)
(27,481)
1,303
907
2,210
Comprehensive income
Profit (loss) for the year
-
-
-
-
(7,931)
(7,931)
678
(7,253)
20
-
-
-
(11)
-
(11)
-
(11)
-
-
-
(11)
(7,931)
(7,942)
678
(7,264)
Shares issued during the year
19
-
-
-
-
-
-
-
-
Warrants issued
20
-
-
-
-
-
-
-
-
Share based payments
20
-
-
68
-
-
68
-
68
Dividends provided for or paid
21
-
-
-
-
-
-
(304)
(304)
-
-
68
-
-
68
(304)
(236)
Balance at 30 June 2024
28,157
692
110
(118)
(35,412)
(6,571)
1,281
(5,290)
Issued
Capital
Warrant
Reserve
Share
Options
Reserve
Other
Reserves
Accumulated
Losses
Subtotal
Non-
Controlling
Interests
Total
Note
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
26,086
692
-
84
(26,061)
801
815
1,616
Comprehensive income
Profit (loss) for the year
-
-
-
-
(1,456)
(1,456)
425
(1,031)
20
-
-
-
(191)
36
(155)
-
(155)
-
-
-
(191)
(1,420)
(1,611)
425
(1,186)
Shares issued during the year
19
2,071
-
-
-
-
2,071
-
2,071
Warrants issued
20
-
-
-
-
-
-
-
-
Share based payments
20
-
-
42
-
-
42
-
42
Dividends provided for or paid
21
-
-
-
-
-
-
(333)
(333)
2,071
-
42
-
-
2,113
(333)
1,780
Balance at 30 June 2023
28,157
692
42
(107)
(27,481)
1,303
907
2,210
The accompanying notes form part of these financial statements.
Transactions with owners in their
capacity as owners
For the year ended 30 June 2023
Other comprehensive income for the
year
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Total transactions with owners and
other transfers
Total comprehensive income for the
year
Transactions with owners in their
capacity as owners
Total transactions with owners and
other transfers
Other comprehensive income for the
year
Total comprehensive income for the
year
17
Oldfields Holdings Limited
30 June 2024
For personal use only
2024
2023
Note
$'000
$'000
34,278
39,666
(32,021)
(38,732)
2,257
934
11
10
92
2,274
(1,809)
(1,605)
(228)
(236)
7
323
1,377
10
(959)
(2,078)
Payments for intangibles
12
-
(13)
(959)
(2,091)
2,302
907
19
-
2,071
(1,118)
(972)
(841)
(958)
21
(304)
(333)
39
715
Net increase (decrease) in cash and cash equivalents
(597)
1
(597)
1
1,427
1,426
Cash and cash equivalents at end of financial year
7
830
1,427
The accompanying notes form part of these financial statements.
Cash and cash equivalents at beginning of financial year
Repayment of borrowings
Net cash used in investing activities
Net cash provided by financing activities
Dividends paid by controlled entities to non-controlling interests
Proceeds from borrowings
Lease repayments
Payments to suppliers and employees
Proceeds from issue of shares
FINANCING ACTIVITIES
OPERATING ACTIVITIES
For the year ended 30 June 2024
Income tax paid
Finance costs
Interest received
INVESTING ACTIVITIES
Net increase (decrease) in cash and cash equivalents
Consolidated Statement of Cash Flows
Purchase of property, plant and equipment
Other income received
Net cash provided by operating activities
Receipts from customers
18
Oldfields Holdings Limited
30 June 2024
For personal use only
Page
Note 1
General Information and Statement of Compliance
20
Note 2
20
Note 3
23
Note 4
25
Note 5
26
Note 6
26
Note 7
27
Note 8
28
Note 9
28
Note 10
29
Note 11
Right -of-Use Assets
30
Note 12
30
Note 13
31
Note 14
31
Note 15
Lease Liabilities
32
Note 16
33
Note 17
33
Note 18
Impairment of Non-Financial Assets
35
Note 19
Share Capital
35
Note 20
Reserves
36
Note 21
Dividends
36
Note 22
Earnings per Share
37
Note 23
Share-Based Payments
37
Note 24
Accumulated Losses
38
Note 25
Subsidiaries
38
Note 26
Commitments and Contingencies
39
Note 27
Events After the Reporting Period
39
Note 28
Parent Entity Disclosures
39
Note 29
Auditor's Remuneration
39
Note 30
Related Party Transactions
40
Note 31
Deed of Cross Guarantee
40
Note 32
Changes in Liabilities Arising from Financing Activities
41
Borrowings
Trade and Other Payables
Segment Information
Notes to the Consolidated Financial Statements
Provisions
Summary of Significant Accounting Policies
Property, Plant and Equipment
Revenue and Other Income
Trade and Other Receivables
Cash and Cash Equivalents
Goodwill and Other Intangible Assets
Financial Risk Management
Income Taxes
Inventories
Expenses
19
Oldfields Holdings Limited
30 June 2024
For personal use only
1. General Information and Statement of Compliance
2. Summary of Material Accounting Policies
-
-
-
-
-
-
2.5 Rounding
These conditions present a material uncertainty which may cast doubt in regard to the Group's ability to continue to operate as a going concern and therefore it may be
unable to realise its assets and discharge its liabilities in the normal course of business.
These consolidated financial statements and notes represent those of Oldfields Holdings Limited and Controlled Entities (the “Consolidated Group” or “Group”). The
separate financial statements of the Parent Entity, Oldfields Holdings Limited, have not been presented within this financial report as permitted by the Corporations Act
2001 .
The ability of the Group to continue as a going concern is dependent on it successfully delivering on the strategic transformation and in turn generating adequate cash flows
from operations to meet its debts as and when they fall due, and raising additional equity and/or loan funding as and when required.
The two major liabilities in the balance sheet as at 30 June 2024 are from Pure Asset Management (PAM) and the ATO. The Group has breached one of the
covenants for PAM (EBITDA covenant) but has subsequently received a waiver during the year. The Group have not forecasted to breach the covenants
during the upcoming year. The Group has been in regular communication with the ATO and are continuing to make regular payments towards the debt
with the intention to meet its commitment fully by the end of FY2025;
A strategic plan has been developed for the newly transformed organisation, supported by a financial plan incorporating the cost savings, organic revenue
growth and newly developed markets, supported by a robust cash flow. The financial plan has been developed based on current and expected growth
opportunities with underlying assumptions that are subject to the uncertainties outside the control of the group;
On 30 July 2024, Oldfields Holdings Limited announced a capital raise of $1.08m 12,303,183 ordinary shares (new shares) from a new shareholder, Clear
Port Distributors at an issue price of 8.75 cents per new share (placement);
Oldfields are planning to carry out a further capital raise later in FY25 as part of it's growth and cash flow strategy with a target to fund working capital
growth to support international and domestic expansion;
In FY2024 Oldfields signed a distribution and an operational agreement with a distributor in the US to sell/distribute paint and scaffold products. The
growth opportunity here is considered significant and has the long-term potential to outgrow domestic volume; and
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting
Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial
Reporting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB'). Material accounting policies adopted in the preparation of these financial
statements are presented below and have been consistently applied unless stated otherwise.
Notes to the Consolidated Financial Statements
The 2024 loss was driven by significant strategic transformation activities that incurred significant cost around relocation, redundancy, inventory write downs, product recall,
expensing non-operational items, and the raising of associated provisions required to recognise current liabilities of the business as at year end. These costs coupled with an
under-performing East Coast Hire & Service division resulted in the increased loss for 2024. The expensing of these to the profit and loss was essential to enable the newly
transformed Oldfields to commence FY2025 with a clean slate and focus on is core business of paint and scaffold sales.
The financial statements have been prepared on the historical cost basis except for, where applicable, the revaluation of available-for-sale financial assets, financial assets
and liabilities at fair value through profit or loss, certain classes of property, plant and equipment and derivative financial instruments.
2.2 Basis of Preparation
2.1 Statement of Compliance
Where applicable, comparative figures are adjusted to conform to changes in classification and presentation for the current financial year.
2.3 Going Concern
The financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and
settlement of liabilities in the normal course of business.
The Group has incurred a loss after tax for the year ended 30 June 2024 of $7.3m (2023 loss: $1.0m). The Group has net liabilities of $5.29m (2023 net assets : $2.21m) and
net current liabilities of $4.19m (2023 net current assets: $0.41m). Payables and borrowings include an ATO liability of $4.65m (2023: $5.61m) falling due within the year and
financing facilities with Pure Asset Management of $5.68m (2023: $4.10m) that is non-current as a waiver was received during the year.
The directors of Oldfields Holdings Limited consider it appropriate that the Group will continue to fulfil all obligations as and when they fall due for the foreseeable future
and accordingly consider that the Group’s financial statements should be prepared on a going concern basis. Accordingly, the financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the
Group not continue as a going concern.
The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated
financial statements are presented in Australian dollars which is the Parent Entity's functional currency.
The parent entity has applied the relief available to it under ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191. Accordingly, amounts in the
financial statements have been rounded to the nearest thousand dollars unless otherwise stated.
Sales pipeline for scaffold has grown substantially with the transformational move from hire and service to a sales focus and opportunities from large
franchise groups have driven confidence in a rapid growth of our major product line.
2.4 Functional and Presentation Currency
The directors believe there are reasonable grounds to conclude the Group will continue as a going concern on the basis of the following:
20
Oldfields Holdings Limited
30 June 2024
For personal use only
2.6 Key Judgements, Estimates and Assumptions
- Goodwill and other intangible assets
- Borrowings
- Trade and other receivables
- Lease liabilities
- Provisions
- Property, plant and equipment
- Warrants reserve
- Share-based payment
2.7 Principles of Consolidation
2.9 Foreign Currency
The Group as a Lessee
Measurement and recognition of leases as a lessee
All the leases are negotiated on an individual basis and contain a wide variety of different term and conditions such as purchase options and escalation clauses. The Group
assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits
of an identified asset for a period of time in exchange for consideration.
Only motor vehicle lease contracts contain both lease and non-lease components. These non-lease components are usually associated with servicing and repair contract.
Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred in equity as a qualifying cash flow or net investment
hedge.
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business
combination will be accounted for from the date that control is obtained, whereby the fair value of the identifiable assets acquired and liabilities assumed, including
contingent liabilities, are recognised (subject to certain limited exemptions).
When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included.
Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
(i) assets and liabilities are translated at exchange rates prevailing at the end of the reporting period;
Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended
use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and
included in the foreign currency translation reserve in the statement of financial position. The cumulative amount of these differences is reclassified into profit or loss in the
period in which the operation is disposed of.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group.
The consolidation of a subsidiary is discontinued from the date that control ceases. Inter-company transactions, balances and unrealised gains or losses on transactions
between Group entities are fully eliminated on consolidation. Where necessary, accounting policies of subsidiaries are changed and adjustments made where necessary to
ensure uniformity of the accounting policies adopted by the Group.
In the process of applying the Group's accounting policies, management has made a number of judgements, applied estimates and assumptions of future events.
Judgements, estimates and assumptions which are material to the Group's financial report are discussed below and in the following notes:
The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.
Business combinations occur where an acquirer obtains control over one or more businesses.
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are
translated at the year end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-
monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is
recognised in other comprehensive income, otherwise the exchange difference is recognised in the profit or loss.
2.8 Business Combinations
2.11 Leases
2.10 Borrowing Costs
(iii) retained earnings are translated at the exchange rates prevailing at the date of the transaction.
- Revenue and other income
- Income taxes
- Inventories
The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows:
All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in the
profit or loss and other comprehensive income statement when incurred.
(ii) income and expenses are translated at average exchange rates for the period; and
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as ‘Non-Controlling Interests’. The Group initially recognises non-controlling
interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at
the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit
or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position
and statement of profit or loss and other comprehensive income.
The consolidated financial statements incorporate all of the assets, liabilities and results of Oldfields Holdings Limited and all of the subsidiaries. Subsidiaries are entities the
Parent controls. The Parent controls an entity when it is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity.
The Group makes the use of leading arrangements principally for the provision of the warehouse/ office space, forklift equipment, motor vehicles and printers. The group
does not enter into sale and leaseback arrangements.
At lease commencement date, the Group recognises a right-of -use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is
measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any initial direct costs
incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease
commencement date(net of any incentives received).
21
Oldfields Holdings Limited
30 June 2024
For personal use only
The Group as a Lessor
-
-
-
-
Amounts due from lessees under finance leases are recognised as receivables at the amount of the Group’s net investment in the leases.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an
operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets;
Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in it's financial statements, an additional (third)
statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statement is presented.
The right-of-use asset is adjusted for all other lease modifications. The Group has elected to account for low-value assets using the practical expedients. These leases related
to mobile IT devices such as computer monitors, laptops and mobile telephones. Instead of recognising a right-of-use asset and lease liability, the payments in relation to
these are recognised as an expense in profit or loss on a straight-line basis over the lease term.
Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):
As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards
incidental to ownership of the underlying asset and classified as an operating lease if it does not.
Financial assets that meet the following conditions are measured subsequently at amortised cost:
Classification and Subsequent Measurement
The incremental borrowing rate is the estimated rate that the Group would have to borrow the same amount over a similar term, and with similar security to obtain and
asset of equivalent value.
2.12 Financial Instruments
Initial Recognition and Measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial
liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognised immediately in profit or loss.
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
Held within a business model whose objective is to hold financial assets in order to collect contractual cash flows;
Non-derivative financial liabilities are initially measured at fair value and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss
through the amortisation process and when the financial liability is derecognised.
As at 30 June 2024, the Group’s financial assets consist of cash and cash equivalents and trade and other receivables which are measured at amortised cost in accordance
with the above accounting policy.
By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or
the end of the lease term.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate,
amounts expected to be payable under residual value guarantee and payments arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is
the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.
The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term or a change in the
assessment of an option to purchase a leased asset. The revised lease payments are discounted using the Group’s incremental borrowing rate at the date of reassessment
when the rate implicit in the lease cannot be readily determined.
The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset. The exception being when the carrying
amount of the right-of-use asset has been reduced to zero then any excess is recognised in profit or loss.
Payments under lease can also change when there is either a change in the amounts expected to be paid under residual value guarantees or when future payments change
through an index or a rate used to determine those payments, including changes in market rental rates following a market rent review.
The measurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of-use asset to reflect the full or partial termination of the lease for
lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognised in profit or loss.
As at 30 June 2024, the Group’s financial liabilities consist of trade and other payables, finance lease and borrowings liabilities which are measured at amortised cost in
accordance with the above accounting policy.
2.13 Goods and Services Tax (GST)
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from or payable to the ATO
are presented as operating cash flows included in receipts from customers or payments to suppliers.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from or payable to the ATO is included with
other receivables or payables in the statement of financial position.
2.14 Comparative Figures
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office
(ATO).
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
The Group also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Group measures the lease liability at the present
value of the lease payments unpaid at that date, discounted using the Group’s incremental borrowing rate because as the lease contracts are negotiated with third parties it
is not possible to determine the interest rate that is implicit in the lease.
22
Oldfields Holdings Limited
30 June 2024
For personal use only
2.15 Other Accounting Policies
3. Segment Information
The primary operating segments during the current financial period were:
(i)
(ii)
3.1 Operating Segment Performance by Department
Year ended 30 June 2024
Consumer
Products
Scaffolding
Intersegment
Eliminations/
Unallocated
Total
$'000
$'000
$'000
$'000
Revenue
Sale of goods
9,023
4,044
(377)
12,690
Hire and erection revenue
-
15,315
-
15,315
Total segment revenue
9,023
19,359
(377)
28,005
Interest income
-
-
11
11
Other income
1
87
4
92
Total other revenue
1
87
15
103
Total revenue and other income
9,024
19,446
(362)
28,108
Adjusted segment EBITDA
282
450
(3,498)
(2,766)
Depreciation and amortisation expense
(3)
(400)
(76)
(479)
Depreciation and amortisation of right-of-use assets
(149)
(808)
(167)
(1,124)
Impairment of hire equipment
-
(319)
-
(319)
Interest income
-
-
11
11
Finance costs
-
-
(1,982)
(1,982)
Unrealised foreign exchange loss
-
-
(23)
(23)
Profit (loss) before income tax
130
(1,077)
(5,735)
(6,682)
Income tax expense
-
(571)
-
(571)
Profit (loss) after income tax
130
(1,648)
(5,735)
(7,253)
Year ended 30 June 2023
Consumer
Products
Scaffolding
Intersegment
Eliminations/
Unallocated
Total
$'000
$'000
$'000
$'000
Revenue
Sale of goods
7,195
7,463
-
14,658
Hire and erection revenue
-
22,983
-
22,983
Total segment revenue
7,195
30,446
-
37,641
Government grants and subsidies
-
102
-
102
Interest income
-
-
10
10
Other income
18
2,148
6
2,172
Total other revenue
18
2,250
16
2,284
Total revenue and other income
7,213
32,696
16
39,925
Adjusted segment EBITDA
50
4,406
(2,054)
2,402
Depreciation and amortisation expense
(8)
(330)
(67)
(405)
Depreciation and amortisation of right-of-use assets
(81)
(719)
(21)
(821)
Interest income
-
-
10
10
Finance costs
-
-
(1,778)
(1,778)
Unrealised foreign exchange loss
-
-
(79)
(79)
Profit (loss) before income tax
(39)
3,357
(3,989)
(671)
Income tax expense
-
(360)
-
(360)
Profit (loss) after income tax
(39)
2,997
(3,989)
(1,031)
Consumer Products
The consumer products segment imports, manufactures and distributes paint brushes, paint rollers and painter's tools.
Scaffolding
- The type or class of customer for the products or service;
The Group has identified its operating segments based on the internal reports that are reviewed and used by Chief Operating Decision Maker (CODM), being the Board of
Directors, in assessing performance and in determining the allocation of resources.
- The distribution method; and
- Any external regulatory requirements.
The scaffolding segment manufactures and distributes scaffolding and related equipment. In addition, this segment is engaged in hiring scaffold and access
solutions to the building maintenance and construction industries.
The Group is managed primarily on the basis of product category and service offerings as the diversification of the Group's operations inherently have notably different risk
profiles and performance assessment criteria. Operating segments are therefore determined on the same basis.
Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also
similar with respect to the following:
- The manufacturing process;
Significant and other accounting policies that summarise the measurement basis used and are relevant to the understanding of the financial statements are provided
throughout the notes to the financial statements.
- The products sold and/or services provided by the segment;
Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the CODM.
The CODM is responsible for the allocation of resources to operating segments and assessing their performance.
Unless stated otherwise, all amounts reported to the Board of Directors, being the CODM with respect to operating segments, are determined in accordance with accounting
policies that are consistent with those adopted in the annual financial statements of the Group.
23
Oldfields Holdings Limited
30 June 2024
For personal use only
3.2 Operating Segment Performance by Geographical Location
Year ended 30 June 2024
Australia
New Zealand
Other
Total
$'000
$'000
$'000
$'000
Revenue
Sale of goods
10,129
283
2,278
12,690
Hire and erection revenue
15,315
-
-
15,315
Total segment revenue
25,444
283
2,278
28,005
Interest income
11
-
-
11
Other income
82
-
10
92
Total other revenue
93
-
10
103
Total revenue and other income
25,537
283
2,288
28,108
Adjusted segment EBITDA
(2,722)
33
(77)
(2,766)
Depreciation and amortisation expense
(435)
-
(44)
(479)
Depreciation and amortisation of right-of-use assets
(963)
-
(161)
(1,124)
Impairment of hire equipment
(319)
-
-
(319)
Interest income
11
-
-
11
Finance costs
(1,917)
(1)
(64)
(1,982)
Unrealised foreign exchange loss
(23)
-
-
(23)
Profit (loss) before income tax
(6,368)
32
(346)
(6,682)
Income tax expense
(571)
-
-
(571)
Profit (loss) after income tax
(6,939)
32
(346)
(7,253)
Year ended 30 June 2023
Australia
New Zealand
Other
Total
$'000
$'000
$'000
$'000
Revenue
Sale of goods
14,292
230
136
14,658
Hire and erection revenue
22,983
-
-
22,983
Total segment revenue
37,275
230
136
37,641
Government grants and subsidies
-
-
102
102
Interest income
10
-
-
10
Other income
2,170
-
2
2,172
Total other revenue
2,180
-
104
2,284
Total revenue and other income
39,455
230
240
39,925
Adjusted segment EBITDA
2,637
3
(250)
2,390
Depreciation and amortisation expense
(343)
(4)
(58)
(405)
Depreciation and amortisation of right-of-use assets
(608)
(33)
(180)
(821)
Interest income
10
-
-
10
Finance costs
(1,703)
(9)
(66)
(1,778)
Unrealised foreign exchange loss
(79)
-
-
(79)
Profit (loss) before income tax
(86)
(43)
(554)
(683)
Income tax expense
(360)
-
-
(360)
Profit (loss) after income tax
(446)
(43)
(554)
(1,043)
3.3 Operating Segment Assets and Liabilities by Department
As at 30 June 2024
Consumer
Products
Scaffolding
Intersegment
Eliminations/
Unallocated
Total
$'000
$'000
$'000
$'000
Segment assets
4,833
13,625
2,426
20,884
Segment liabilities
(5,880)
(3,370)
(16,924)
(26,174)
Segment net assets (liabilities)
(1,047)
10,255
(14,498)
(5,290)
As at 30 June 2023
Consumer
Products
Scaffolding
Intersegment
Eliminations/
Unallocated
Total
$'000
$'000
$'000
$'000
Segment assets
3,602
18,670
(1,016)
21,256
Segment liabilities
(4,778)
(6,436)
(7,832)
(19,046)
Segment net assets (liabilities)
(1,176)
12,234
(8,848)
2,210
Adjusted segment EBITDA excludes discontinued operations and the effects of individually significant expenditure, such as restructuring costs, legal expenses, and
impairments when the impairment is the result of an isolated non-recurring event. It also excludes the effects of equity-settled share-based payments when applicable and
unrealised gains or losses on financial instruments.
During FY24 year, revenue from a major customer was $1.7m (2023: $12.8: different customer), which represents 6% (2023: 32%) of the Group's total revenue.
Interest revenue and finance cost are not allocated to segments as this type of activity is driven by the central treasury function which manages the cash position of the
All inter-segment transactions are eliminated on consolidation of the Group's financial statements.
Corporate charges are allocated to reporting segments based on the segment's overall proportion of revenue generation within the Group. The Board of Directors believes
this is representative of likely consumption of head office expenditure that should be used in assessing segment performance and cost recoveries.
24
Oldfields Holdings Limited
30 June 2024
For personal use only
3.4 Operating Segment Assets and Liabilities by Geographical Location
As at 30 June 2024
Australia
New Zealand
Other
Total
$'000
$'000
$'000
$'000
Segment assets
16,759
269
3,856
20,884
Segment liabilities
(21,537)
(458)
(4,179)
(26,174)
Segment net assets (liabilities)
(4,778)
(189)
(323)
(5,290)
As at 30 June 2023
Australia
New Zealand
Other
Total
$'000
$'000
$'000
$'000
Segment assets
16,287
276
4,693
21,256
Segment liabilities
(13,896)
(495)
(4,655)
(19,046)
Segment net assets (liabilities)
2,391
(219)
38
2,210
4. Revenue and Other Income
2024
2023
$'000
$'000
Revenue from contracts with customers
Sale of goods
12,690
14,658
Revenue from services
9,961
18,800
Revenue from operating leases
Hire of equipment
5,354
4,183
Total sales revenue
28,005
37,641
Other income
Government grants and subsidies
-
102
Interest income
11
10
Other income #
92
2,172
Total other income
103
2,284
Total revenue and other income from continuing operations
28,108
39,925
# Other revenue represents project management fee income from the scaffold Major Project stream.
4.1 Recognition and Measurement
To determine whether to recognise revenue, the Group follow a 5-step process:
1)
Identifying the contract with a customer
2)
Identifying the performance obligations
3)
Determining the transaction price
4)
Allocating the transaction price to the performance obligations
5)
Recognising revenue when/as performance obligation(s) are satisfied
Hire of equipment
Labour and cartage services
Scaffold equipment and Paint Tool sales and other services
The Group derives the following types of revenue:
Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If intersegment loans receivable and
payable are not on commercial terms, these are not adjusted to fair value based on market interest rates.
The rental can be arranged as dry hire where only equipment is provided to the customer and revenue is recognised at fixed rates over the period of hire; or as part of a
project hire where Oldfields supplies labour and cartage services between warehouse and building sites.
Labour and cartage services revenue are recognized over time under AASB 15 Revenue from Contracts with Customers.
Revenue recognition on equipment hire commences once scaffold equipment is either collected by the customer, delivered to the customer or once a scaffolding structure
has been certified to be safe and access granted to customers or control otherwise passes to a customer.
Scaffolding equipment are rented to customers under operating leases with rental periods averaging one month to less than one year.
Revenue is recognised over straight-line bases over the life of the hire agreements per AASB 16 leases.
Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are
generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings.
Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of the economic value from the asset. In most instances
segment assets are clearly identifiable on the basis of their nature and physical location.
Oldfields is predominately a provider of scaffolding equipment for hire or sale and paint tools for sales with revenue primarily generated via dry hire, project hire or sale.
The company generates revenue via provision of equipment for hire, services and the sales or product. Revenue generated from hire or equipment only is referred to as “dry
hire” revenue.
Project hire or “wet hire” revenue includes “dry hire” revenue plus labour services, cartage services. Consumable sales and/or other services which are recognised over time
as services can be staged progressively as they are rendered. These forms of contracts may vary in scope; however, all project hire has one common performance obligation,
being the provision of scaffolding structures to the customer which includes the scaffolding equipment, the labour on installation and dismantling, cartage (transport to and
from the customer) and any ancillary materials that are required to fulfill the obligation.
Revenue from sales are measured as the transaction price net of returns, trade discounts and volume rebates.
Revenue is recognized when control of the goods or services are transferred to customers which is generally upon delivery to or collection by the customer depending on the
contract with customer.
Discounts are recognised as a reduction in revenue until management determine that it is highly probable that no significant reversal of revenue will occur.
Revenue recognition of consumable sales and other services are at a point in time when control passes which is typically upon delivery or collection as under AASB 15
Revenue from Contracts with Customers.
Revenue from providing scaffolding labour in installation and dismantling, and equipment cartage, being transport to and from the customer, are recognised at one or more
points in time as services can be staged progressively as they are rendered.
Revenue is recognised based on the actual service provided to the end of the reporting period because the customer receives and uses the benefits simultaneously.
25
Oldfields Holdings Limited
30 June 2024
For personal use only
Grants
Other income
5. Expenses
2024
2023
Note
$'000
$'000
15,341
14,024
10
430
351
Impairment of hire equipment due to theft 10
319
-
Hire Equipment written-off:
Written off
10 1,008 -
Transfers from hire fleet to inventory
10
308
-
1,316
11
1,124
821
12
49
54
13,445
11,870
Finance costs:
30
-
-
1,317
1,430
179
63
197
150
Interest on operating leases
289
135
1,982
1,778
6. Income Taxes
2024
2023
Income tax expense recognised in the income statement
$'000
$'000
571
443
571
443
-
(9)
-
(74)
-
(83)
571
360
2024
2023
Tax reconciliation
$'000
$'000
(6,682)
(671)
(1,671)
(168)
9
4
43
43
(1,619)
(121)
51
149
2,139
332
571
360
2024
2023
Unrecognised tax assets
$'000
$'000
18,110
15,971
273
273
4,596
4,061
2024
2023
Current tax assets
$'000
$'000
-
-
Total current tax assets
-
-
2024
2023
Current tax liabilities
$'000
$'000
455
111
Total current tax liabilities
455
111
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Non-allowable items
Net tax effect loss (profit) from overseas operations
Total income tax expense
(Loss) profit before income tax expense
Income tax liabilities
Income tax assets
Depreciation expense on property, plant and equipment
Tax losses for which no deferred tax asset has been recognised
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received, and the Group satisfies all attached
conditions. The Company has received Job Saver and Job Keeper grants which have been reported under other income on the consolidated statement of profit or loss.
Total deferred tax expense
Current year tax loss not brought to account
Less tax effect of:
Deferred income tax
Decrease in deferred tax liabilities
Other revenue is recognised when it is received or when the right to receive payment is established.
Inventory recognised as an expense during the year
Capital losses
Profit before income tax includes the following specific expenses by nature:
Facility fee
Income tax expense
Tax losses
Tax at the Australian tax rate of 25% (2023: 25%)
Current tax on profits for the year
Interest paid to unrelated parties
Depreciation expense on right-of-use assets
Operating losses
Interest paid to related parties
Amortisation expense
Employee benefits expense
Current tax
Total current tax expense
Potential tax benefit @ 25% (2023: 25%)
Hire purchase charges
Increase in deferred tax assets
Revaluation of derivative element of DSLN not deductible
26
Oldfields Holdings Limited
30 June 2024
For personal use only
2024
2023
Deferred tax liability in the statement of financial position
$'000
$'000
Employee benefits
(52)
(34)
Expected credit losses
86
30
Fixed assets
(149)
(111)
Other
-
-
Net deferred tax liabilities
(115)
(115)
6.1 Recognition and Measurement
6.2 Key Judgements, Estimates and Assumptions: Unrecognised Deferred Tax Benefits
7. Cash and Cash Equivalents
2024
2023
$'000
$'000
5
1
825
1,416
Short term deposits
-
10
Total cash and cash equivalents
830
1,427
Reconciliation to statement of cash flows
2024
2023
$'000
$'000
830
1,427
Balances per statement of cash flows
830
1,427
Reconciliation of cash flow from operating activities with loss after income tax
2024
2023
$'000
$'000
(7,253)
(1,031)
1,603
1,226
Unwinding of discount on deferred senior loan note
173
173
319
25
Hire Equipment adjustments 1,316
1
3,157
(1,580)
39
(287)
671
2,804
343
207
-
(83)
(45)
(78)
323
1,377
Cash at bank
Cash and cash equivalents
Depreciation and amortisation
(Increase) decrease in inventories
Adjustment for non cash items:
The Group has unrecognised benefits relating to carried forward losses. The unused tax losses were incurred by the Australian tax consolidated group. The losses are
currently not recognised as it is not sufficiently probable that the Group will generate taxable income in the foreseeable future that will allow the losses to be utilised. The
availability of the tax losses is also subject to the Group satisfying either the continuity of ownership or same business test.
Cash on hand
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction
adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Cash flow from operating activities
(Increase) decrease in trade and other receivables
The income tax expense for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by
changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Loss after income tax
Oldfields Holdings Limited and its wholly-owned subsidiaries have implemented the tax consolidation legislation. As a consequence these entities are taxed as a single entity
and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the
Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in
which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Increase (decrease) in provisions
Increase (decrease) in trade payables and accruals
Changes in operating assets and liabilities:
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to
the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net
basis, or to realise the asset and settle the liability simultaneously.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the
company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Increase (decrease) in deferred taxes payable
Tax Consolidation
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this
case, the tax is also recognised in other comprehensive income or directly in equity respectively.
Increase (decrease) in income taxes payable
Impairment off of plant and equipment
Deferred income tax is provided in full using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts
in the consolidated financial statements. However deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also
not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the end of the
reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
27
Oldfields Holdings Limited
30 June 2024
For personal use only
7.1 Recognition and Measurement
8. Trade and Other Receivables
2024
2023
$'000
$'000
3,826
6,590
(623)
(558)
3,203
6,032
629
520
1,110
1,546
4,942
8,098
2024
2023
Trade receivables past due but not impaired
$'000
$'000
1,101
1,418
-
91
Over 6 months
-
-
1,101 1,509
2024
2023
Ageing analysis of impaired trade receivables
$'000
$'000
1 to 3 months
550 472
4 to 6 months
(203) -
Over 6 months
276 86
Total
623 558
2024
2023
Movement in expected credit losses
$'000
$'000
558 691
202 19
(137)
(152)
623 558
Credit Risk
8.2 Recognition and Measurement
8.3 Key Judgements, Estimates and Assumptions: Provision for Impairment of Receivables
9. Inventories
2024
2023
$'000
$'000
287
333
41
121
3,547
3,118
58
439
Provision for obsolete stock
(2)
(98)
3,931
3,913
Opening balances
Up to 3 months
3 to 6 months
8.1 Expected Credit Loss and Risk Exposure
Expected credit losses recognised during the year
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days
overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience and historical collection
rates.
Receivables written off during the year as uncollectable
CURRENT
These amounts generally arise from transactions outside the usual operating activities of the Group. Collateral is not normally obtained.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected
credit losses, trade receivables have been grouped based on days overdue.
Work in progress - at cost
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original maturities of three
months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. Bank overdrafts
are shown within short-term borrowings in current liabilities in the statement of financial position, but included as a component of cash and cash equivalents for the purpose
of the statement of cash flows.
Finished goods - at net realisable value
Trade receivables
Raw materials - at cost
Total
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Goods in transit - at cost
Total inventories
Closing balance
The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties other than those receivables specifically
provided for and mentioned within note 8. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the
Group.
Expected credit losses
Net trade receivables
Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected
credit losses. Trade receivables are generally due for settlement within 30 days.
Other receivables
Prepayments
Total current trade and other receivables
In using practical expedient, the Group uses its historical experiences, external indicators, and forward-looking information to calculate the ECL using a provision matrix.
Amounts are considered as ‘past due’ when the debt has not been settled with the terms and conditions agreed between the Group and the customer or counter party to
the transaction. Receivables that are past due are assessed for expected credit loss by ascertaining solvency of the debtors and are provided for where there are specific
circumstances indicating that the debt may not be fully repaid to the Group. Trade receivables that were past due relate to a number of independent customers for whom
there is no recent history of default.
28
Oldfields Holdings Limited
30 June 2024
For personal use only
9.1 Recognition and Measurement
9.2 Key Judgements, Estimates and Assumptions: Provision for Impairment of Inventories
10. Property, Plant and Equipment
Year ended 30 June 2024
Hire
Equipment
Plant and
Equipment
Leasehold
Improvements
Total
Note
$'000
$'000
$'000
$'000
Cost
7,964
2,668
453
11,085
Accumulated depreciation
(5,087)
(2,355)
(441)
(7,883)
Net book amount
2,877
313
12
3,202
Opening net book amount
3,982
316
10
4,308
Additions
861
81
17
959
Impairment of hire fleet due to theft 5
(319)
-
-
(319)
Written off
5 (997) (9) (2) (1,008)
Transfers from hire fleet to inventory
5
(308)
-
-
(308)
Depreciation expense
5
(342)
(75)
(13)
(430)
Closing net book amount
2,877
313
12
3,202
Year ended 30 June 2023
Hire
Equipment
Plant and
Equipment
Leasehold
Improvements
Total
Note
$'000
$'000
$'000
$'000
Cost
9,721
2,619
442
12,782
Accumulated depreciation
(5,739)
(2,303)
(432)
(8,474)
Net book amount
3,982
316
10
4,308
Opening net book amount
2,247
327
32
2,606
Exchange differences
-
(11)
(1)
(12)
Additions
1,979
93
6
2,078
Disposals
(3)
(8)
(2)
(13)
Depreciation expense
5
(241)
(85)
(25)
(351)
Closing net book amount
3,982
316
10
4,308
10.1 Recognition and Measurement
Hire equipment
Plant and equipment
Leasehold improvements
shorter of lease term or useful life
10.2 Key Judgements, Estimates and Assumptions: Estimation of Useful Lives of Asset
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at the end of each reporting period.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
Ring lock and Edgedeck steel scaffold was transferred to inventory from hire fleeet at the NRV for each product based on market assessments.
The impairment of hire fleet relates to the theft of inventory and there is an ongoing legal case against the employees involved and an insurance claim against our property
cover with estimated recovery unknown at this stage.
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent
sales experience, the ageing of the inventories, and other factors that affect inventory obsolescence.
5-15 years
The Group determined the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and definite life intangible assets.
The useful lives could change significantly as a result of technical innovations or some other event. An asset’s carrying amount is written down immediately to its recoverable
amount if the asset’s carrying amount is greater than its estimated recoverable amount. The depreciation and amortisation charge will increase where the useful lives are
less than previously estimated, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or down.
The depreciable amount of all fixed assets, including capitalised lease assets, are depreciated on a straight-line basis over the asset's useful life to the Group commencing
from the time the asset is held ready for use. The estimated useful lives in the current period is as follows:
3-15 years
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in the period in which
they arise.
Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate
proportion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs.
All property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the
items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset
is derecognised when replaced. Repairs and maintenance costs are recognised as expenses in profit or loss during the financial period in which they are incurred.
29
Oldfields Holdings Limited
30 June 2024
For personal use only
11. Right of Use Assets
Year ended 30 June 2024
Premises and
Buildings
Motor
Vehicles
Total
Note
$'000
$'000
$'000
11,762
3,129
14,891
(5,222)
(2,600)
(7,822)
6,540
529
7,069
Opening net book amount
1,974
576
2,550
Additions
5,440
-
5,440
Modifications and reassessments
(27)
230
203
5
(847)
(277)
(1,124)
Closing net book amount
6,540
529
7,069
Year ended 30 June 2023
Premises and
Buildings
Motor
Vehicles
Total
Note
$'000
$'000
$'000
6,349
2,899
9,248
(4,375)
(2,323)
(6,698)
1,974
576
2,550
Opening net book amount
2,692
708
3,400
Modifications and reassessments
(177)
148
(29)
5
(541)
(280)
(821)
Closing net book amount
1,974
576
2,550
11.1 Recognition and Measurement
12. Goodwill and Other Intangible Assets
Year ended 30 June 2024
Goodwill
Patents,
Trademarks
& Licences
Software &
Other
Total
Note
$'000
$'000
$'000
$'000
Cost
838
249
557
1,644
Accumulated amortisation and impairment
-
(177)
(557)
(734)
Net book amount
838
72
-
910
Opening net book amount
838
73
49
960
Exchange differences and adjustments
-
(1)
-
(1)
Amortisation charge
5
-
-
(49)
(49)
Balance at 30 June 2024
838
72
-
910
Year ended 30 June 2023
Goodwill
Patents,
Trademarks
& Licences
Software &
Other
Total
Note
$'000
$'000
$'000
$'000
Cost
838
249
557
1,644
Accumulated amortisation and impairment
-
(176)
(508)
(684)
Net book amount
838
73
49
960
Opening net book amount
838
73
90
1,001
Additions
-
-
13
13
Amortisation charge
5
-
-
(54)
(54)
Balance at 30 June 2023
838
73
49
960
2024
2023
$'000
$'000
South and Western Australian scaffold branches
838
838
In January 2024 a new lease arrangement was entered into for the new business premises located at 25 Helles Avenue, Moorebank NSW 2170. The term of the lease
arrangement is for five years with a three year option.
Goodwill is allocated to the Group's cash-generating units (CGUs). A CGU level summary of the goodwill allocation is presented below.
Depreciation
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of
low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where
the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are
subject to impairment or adjusted for any remeasurement of lease liabilities.
Total right-of-use assets
Cost
Accumulated depreciation
Total right-of-use assets
Cost
Accumulated depreciation
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability,
adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except
where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Depreciation
The consolidated entity leases premises and buildings for its offices, warehouses and retail outlets under agreements of between five to fifteen years with, in some cases,
options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated. The consolidated entity also leases motor vehicles under
agreements of between three to seven years.
30
Oldfields Holdings Limited
30 June 2024
For personal use only
12.1 Recognition and Measurement
Goodwill
Intangible Assets
12.2 Key Judgements, Estimates and Assumptions: Goodwill and Other Indefinite Life Intangible Assets
13. Trade and Other Payables
2024
2023
$'000
$'000
CURRENT
Trade payables
3,731
2,842
Sundry payables and accrued expenses
1,890
1,197
Provision for redundancy
88
-
Provision for product recall
191
-
ATO liabilities
4,450
2,600
Deferred revenue
495
512
Net GST payables
276
483
Total current trade and other payables
11,121
7,634
NON-CURRENT
ATO liabilities
195
3,011
Total non-current trade and other payables
195
3,011
Total trade and other payables
11,316
10,645
All provisions are considered current. The carrying amounts and the movements in the provision accounts are as follows:
Additional
Provisions
Amount
Utilised
$'000
$'000
$'000
$'000
Provision for redundancy
-
88
-
88
Provision for product recall
-
191
-
191
Total
- 279 - 279
13.1 Recognition and Measurement
14. Borrowings
2024
2023
$'000
$'000
CURRENT
Unsecured liabilities
Bank loans
34
256
Loan facility with Pure Asset Management
-
4,097
Shareholder loan
41
41
Other financing liabilities
106
23
Total current borrowings
181
4,417
NON-CURRENT
Unsecured liabilities
Bank loans
213
-
Loan facility with Pure Asset Management
5,379
-
Total non-current borrowings
5,592
-
Total borrowings
5,773
4,417
The provision recognised as at 30 June 2024 relate to claims initiated in 2024 that were settled during 2025. Management do not expect the outcome to give rise to any
significant loss beyond the amounts recognised at 30 June 2024.
The carrying amounts of trade and other payables are assumed to be the same as their fair values due to their short-term nature.
Year ended 30 June 2024
Opening
Balance
Movement
Closing
Balance
Unsecured liabilities
over the acquisition date fair value of net identifiable assets acquired.
Patents, trademarks and licences are recognised at cost of acquisition. They have a finite life and are carried at cost less any accumulated amortisation and any impairment
losses (refer to note 18). Patents and trademarks are amortised over their useful lives ranging from 5 to 10 years.
Trade and other payables represent the liabilities for goods and services received by the Group that remain unpaid at the end of the reporting period. The balance is
recognised as a current liability with the amounts normally paid between 7 and 60 days of recognition of the liability.
Intangible assets acquired are measured on initial recognition at cost. Intangible assets other than goodwill have finite useful lives. The current amortisation charges for
intangible assets are included under depreciation and amortisation expense per the statement of profit or loss.
Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of:
(i) the consideration transferred;
(ii) any non-controlling interest (determined under either the full goodwill or proportionate interest method); and
(iii) the acquisition date fair value of any previously held equity interest;
The Group tests annually, or more frequently if changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered
impairment (refer to note 18). Recoverable amounts of cash generating units have been determined based on value-in use calculations using assumptions including discount
rates based on the current cost of capital and growth rates of estimated future cash flows.
Unsecured liabilities
31
Oldfields Holdings Limited
30 June 2024
For personal use only
2024
2023
Net loan facility with Pure Asset Management
Note
$'000
$'000
Loan facility with Pure Asset Management
5,420
5,000
Fair value of attaching warrant
20
(692)
(692)
Transaction costs
(613)
(600)
4,115
3,708
Amortisation of finance components (warrants and transaction costs)
896
385
Interest accrued
368
4
Net loan facility with Pure Asset Management
5,379
4,097
14.1 Recognition and Measurement
14.2 Key Judgements, Estimates and Assumptions: Borrowings
15. Lease Liabilities
2024
2023
$'000
$'000
CURRENT
Lease liability
1,230
792
Total current lease liabilities
1,230
792
NON-CURRENT
Lease liability
6,340
1,976
Total non-current lease liabilities
6,340
1,976
Total lease liabilities
7,570
2,768
2024
2023
$'000
$'000
Lease amounts included in the statement of cashflows
841
958
289
135
Total amount paid
1,130
1,093
2024
2023
$'000
$'000
Expenses relating to low value asset leases
-
4
2024
2023
Maturity Analysis
$'000
$'000
Contractual undiscounted cash flows
-
5
-
-
-
-
Total contractual undiscounted cash flows
-
5
15.1 Recognition and Measurement
15.2 Key Judgements, Estimates and Assumptions: Termination and Extension Options
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Lease payments
Interest expense (included in finance costs)
Later than one year but not later than five years
Later than five years
The Group has elected not to recognise a lease liability for low value leases (where an asset is valued at $5,000 or lower per AASB16). Payments for these are recognised on a
straight-line basis as an expense in the statement of profit or loss. Low value assets are predominately forklifts. The undiscontinued cash flows on the remaining lease term
at the reporting date are as follows:
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise and extension option, or not exercise a
termination option. Extension options are only included in the lease term if the lease is reasonably certain to be extended or not terminated.
Within one year
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost
using the effective interest method.
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
Extension and termination options are included in a number of property leases. These terms are used to maximise operational flexibility in terms of managing contracts. The
majority of extension and termination options held are exercisable by the Group and not by the respective lessor.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease
payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is
remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the
term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate.
Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid
under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
The PURE Facility is over a 4-year term with 9.75% interest rate, due to end in 2026. Transaction costs are costs that are directly attributable to the loan and include loan
origination fees, legal and advisory fees and warrants. 40,000,000 unlisted and detached warrants were issued to PURE (25,155,000 on 22 April 2022 and 14,845,000 on 30
June 2022) with exercise price of $0.105 each. These have been valued using Monte Carlo simulation method. The balance of unamortised fair value of attaching warrants
and transaction costs of $1,265,967 is offset against the borrowings of $5,000,000. The security of the facility is a first-ranking general security over all assets of Oldfields
Holdings Limited and its subsidiaries. Additional funding of $420,000 was received from Pure Asset Management on 29 November 2023 under the same terms as the previous
agreements.
During the period, ongoing events of default under the terms of the facility occurred. On 28 June 2024, a waiver was signed by Pure Asset Management. Pure Asset
Management waived their rights in relation to the default events under the terms of the facility agreement.
32
Oldfields Holdings Limited
30 June 2024
For personal use only
16. Provisions
2024
2023
$'000
$'000
CURRENT
Employee leave obligations
903
893
Total current provisions
903
893
NON-CURRENT
Employee leave obligations
42
97
Total non-current provisions
42
97
Total provisions
945
990
2024
2023
Amounts not expected to be settled within the next 12 months
$'000
$'000
Current leave obligations expected to be settled after 12 months
627
578
The carrying amounts and the movements in the provision accounts are as follows:
Additional
Provisions
Amount
Utilised
$'000
$'000
$'000
$'000
Employee leave obligations
990
616
(661)
945
Total
990 616 (661) 945
16.1 Recognition and Measurement
16.2 Key Estimate: Employee Entitlement Provisions - Long Service Leave
17. Financial Risk Management
17.1 Categories of Financial Assets and Liabilities
2024
2023
Note
$'000
$'000
Financial Assets
Cash at bank
7
825
1,416
Short term deposits
7
-
10
Net trade receivables
8
3,203
6,032
Total financial assets
4,028
7,458
Year ended 30 June 2024
Opening
Balance
Movement
Closing Balance
Employee Benefits - Defined Contribution Plan
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive
obligation to pay further amounts.
Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in the statement of profit or loss in the periods during which
services are rendered by employees
Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service are discounted to their
present value.
Other Long-Term Employee Benefits
Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting
period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be
made to employees.
The liability for long service leave is recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting
date. In determining the present value of the liability, estimates of attrition rates and pay increases have been taken into account.
Provisions
The totals for each category of financial instruments, measured in accordance with AASB 9 as detailed in the accounting policies to these financial statements, are as follows:
The Group’s financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable and payable, loans to
and from related parties, bills, leases, and derivatives.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.
Provisions are recognised when the Group has a legal or constructive obligation as a result of past events for which it is probable that an outflow of economic benefits will
result and that outflow can be reliably measured.
Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by
reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any
remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur.
Short-Term Employee Benefits
Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are
expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and
sick leave. Short-term employee benefits are measured at the undiscounted amounts expected to be paid when the obligation is settled.
33
Oldfields Holdings Limited
30 June 2024
For personal use only
17.1 Categories of Financial Assets and Liabilities (continued)
2024
2023
Note
$'000
$'000
Financial Liabilities
Financial liabilities at amortised cost
13
11,316
10,645
14
5,773
4,417
Lease liabilities
15
7,570
2,768
Total financial liabilities
24,659
17,830
17.2 Financial Risk Management Policies
17.3 Specific Financial Risk Exposures and Management
(a) Credit Risk
(b) Liquidity Risk
2024
2023
2024
2023
2024
2023
2024
2023
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Financial assets - cash flows realisable
Cash at bank
825
1,416
-
-
-
-
825
1,416
Short term deposits
-
10
-
-
-
-
-
10
Trade and other receivables
3,203
6,032
-
-
-
-
3,203
6,032
Total anticipated inflows
4,028
7,458
-
-
-
-
4,028
7,458
Financial liabilities due for payment
Bank overdrafts and bank loans
34
256
5,379
-
-
-
5,413
256
Other loan facility
-
4,097
-
-
-
-
-
4,097
Trade and other payables
11,121
7,634
195
3,011
-
-
11,316
10,645
Shareholder loan
41
41
-
-
-
-
41
41
Other financing liabilities
106
23
-
-
-
-
106
23
Lease liabilities
1,230
792
6,340
1,976
-
-
7,570
2,768
Total expected outflows
12,532
12,843
11,914
4,987
-
-
24,446
17,830
(8,504)
(5,385)
(11,914)
(4,987)
-
-
(20,418)
(10,372)
(c) Market Risk
(i)
Interest rate risk
(ii)
Foreign exchange risk
Over 5 Years
The Board of Directors are responsible for managing financial risk policies and exposures of the Group. It also reviews the effectiveness of internal controls relating to
commodity price risk, counterparty credit risk, currency risk, liquidity risk and interest rate risk.
Financial Assets Pledged as Collateral
Borrowings
- preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities;
Trade and other receivables that are neither past due or impaired are considered to be of high credit quality. Aggregates of such amounts are as detailed at note 8.
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The
Group manages this risk through the following mechanisms:
The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk and foreign currency risk.
There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or
measuring the risks from the previous period.
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest
rates will affect future cash flows or the fair value of fixed rate financial instruments.
Financial asset and financial liability maturity
analysis
1 to 5 Years
Within 1 Year
The following table details the Group's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash
flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both interest and principal cash flows
disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
The Group has no significant concentration of credit risk with any single counterparty or group of counterparties. Details with respect to credit risk of trade and other
receivables is provided in note 8.
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the
Total
- maintaining a reputable credit profile; and
- managing credit risk related to financial assets.
The overall risk management strategy seeks to assist the Group in meeting its financial targets while minimising potential adverse effects on financial performance. This
includes the review of the use of hedging derivative instruments, credit risk policies and future cash flow requirements.
Trade and other payables
The Board and senior management regularly monitor foreign currency movements and has undertaken to use hedging contracts where appropriate to the value
of up to 100% of its US dollar requirements over a maximum 6 month period.
Net (outflow) / inflow on financial
instruments
Certain financial assets have been pledged as security for debt and their realisation into cash may be restricted subject to terms and conditions attached to the relevant debt
contracts. Refer to note 16 for further details.
Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems for the approval, granting and renewal of credit limits,
regular monitoring of exposures against such limits and monitoring of the financial stability of significant customers and counterparties), ensuring to the extent possible, that
customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Depending on the division
within the Group, credit terms are generally 30 days from the end of month after invoice date.
34
Oldfields Holdings Limited
30 June 2024
For personal use only
17.3 Specific Financial Risk Exposures and Management (continued)
Weighted
Average
Interest
Rate
Balance
$000
% of Total
Loans
Weighted
Average
Interest Rate
Balance
% of Total
Loans
0%
41
0%
0%
41
0%
2024
2023
2024
2023
$'000
$'000
$'000
$'000
+/- 2% in interest rates
-
-
-
-
18. Impairment of Non-Financial Assets
18.1 Key Judgements, Estimates and Assumptions: Impairment
Growth
Rate
Year 1-5
2024
South and Western Australian scaffold branches
1.4%
3.0%
10.8%
2023
South and Western Australian scaffold branches
3.0%
3.0%
11.0%
19. Share Capital
2024
2024
2023
2023
Number
$'000
Number
$'000
Share capital at the beginning of the reporting period
199,755,947 28,157 167,706,527 26,086
Shares issued during the year
- November 2022 (for services)
- - 1,639,687 131
- November 2022 (entitlement offer)
- - 8,071,272 525
- April 2023 (placement)
- - 22,338,461 1,452
Transaction costs on raising capital
- - -
(37)
Share capital at the end of the reporting period
199,755,947
28,157
199,755,947
28,157
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the
asset belongs.
Equity
2024
Management has based the value-in-use calculations on budgets for each reporting segment. These budgets use historical weighted average growth rates to project revenue.
Costs are calculated taking into account historical gross margins as well as estimated weighted average inflation rates over the period which are consistent with inflation
rates applicable to the locations in which the segments operate. Discount rates are pre-tax and are adjusted to incorporate risks associated with a particular segment.
There have been no changes in any of the methods or assumptions used to prepare the above sensitivity analysis from the prior year.
Profit
Shareholder loan
Fair Value Estimation
2023
The following key assumptions were used in the value-in-use calculations:
These sensitivities assume that the movement in a particular variable is independent of other variables.
Terminal
Period Growth
Rate
Sensitivity
The Group assesses impairment at the end of each reporting period by evaluating conditions and events specific to the Group that may be indicative of impairment triggers.
Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions.
The following table illustrates sensitivities to the Group’s exposures to changes in interest rates, exchange rates and commodity and equity prices. The table indicates the
impact on how profit and equity values reported at the end of the reporting period would have been affected by changes in the relevant risk variable that management
considers to be reasonably possible.
At the end of each reporting period the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of
external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition
profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value
less costs to sell and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or
loss, unless the asset is carried at a revalued amount in accordance with the standard (e.g. in accordance with the revaluation model in AASB 116: Property, Plant and
Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with the standard (AASB 116).
As at the end of the reporting period, the Group had the following variable rate borrowings:
The Group tests whether goodwill for the South and Western Australia scaffold branches cash generating unit (CGU) has suffered any impairment on an annual basis. The
recoverable amount of a CGU is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on a
one-year budget and four-year projections approved by management. Cash flows beyond the one-year budget period are extrapolated using the estimated growth rates
stated below. The growth rates for the terminal period do not exceed the long-term average growth rates for the industry in which each CGU operates.
Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use.
Sensitivity Analysis
The calculation of value-in-use is most sensitive to changes in the discount rate. The Directors have made judgements and estimates in respect of impairment testing of
goodwill and intangible assets. Should these estimates not occur, the resulting goodwill and intangible assets may vary in carrying amount. If the discount rate was to
increase by 3% or the revenue growth was decreased by 3%, goodwill would not need to be impaired with all other assumptions remaining constant, for the South and
Western Australia scaffold branches CGU.
Discount
Rate
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceeds.
The fair values of the Group's financial assets and financial liabilities included in the Statement of Financial Position are carried at amounts that approximate net fair values.
35
Oldfields Holdings Limited
30 June 2024
For personal use only
19. Share Capital (continued)
Capital Management
2024
2023
Note
$'000
$'000
Total borrowings
14
5,773
4,417
Add: Lease liabilities
15
7,570
2,768
Less: Cash and cash equivalents
7
(830)
(1,427)
Net debt
12,513
5,758
Total equity
(5,290)
2,210
Total capital
7,223
7,968
Gearing ratio
173%
72%
20. Reserves
2024
2023
$'000
$'000
Warrant reserve
692
692
Share options reserve
110
42
Foreign currency translation
(118)
(107)
Total reserves
684
627
Warrant reserve
Share options reserve
Foreign currency translation reserve
The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary.
20.1 Key Judgements, Estimates and Assumptions: Warrant Reserve
20.2 Key Judgements, Estimates and Assumptions: Share-based Payment Transactions
21. Dividends
2024
2023
Franking account balance
$'000
$'000
The amount of the franking credits available for subsequent reporting periods are:
Balance at the end of the reporting period
1,086
1,086
Franking credits that will arise from the payment of the amount of provision for income tax
-
-
Franking credits available for subsequent reporting periods based on a tax rate of 30%
1,086
1,086
21.1 Recognition and Measurement
During the year $304,000 (2023: $333,000) of fully franked dividends were paid to a related party of the Group by Adelaide Scaffold Solutions Pty Limited to Sibley
Investments Pty Limited. Sibley Investments Pty Limited is the minority interest holder in the Group. Adelaide Scaffold Solutions Pty Limited is a controlled entity of Oldfields
Holdings Limited.
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are
granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were
granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities
within the next annual reporting period but may impact profit or loss and equity.
The Group is subject to financing covenants as detailed in note 14.
Management effectively manages the Group’s capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and in the
market. These responses include the management of debt levels, distributions to shareholders and share issues.
Dividends are recognised when declared during the financial year and are then no longer at the discretion of the Company.
Parent Entity
The Group’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets.
It is still the management strategy to control the capital of the Group and to identify opportunities to reduce the Group’s gearing ratio. The gearing ratios for the year ended
30 June 2024 and 30 June 2023 are as follows:
The share option reserve records the fair value of the share options issued. Proceeds from the issuance of warrants, net of issue costs, are credited to share options reserve.
Share options reserve is non-distributable and will be transferred to share premium account upon the exercise of share options. Balance of share options reserve in relation
to the unexercised share options at the expiry of the options period will be transferred to accumulated profits.
40,000,000 unlisted and detached warrants were issued to Pure Asset Management (25,155,000 on 22 April 2022 and 14,845,000 on 30 June 2022) with exercise price of
$0.105 each. These have been valued at $692,000 using Monte Carlo simulation method. These costs have been offset against the associated borrowings of $5,000,000 (refer
to note 14).
1,000,000 share options were also issued to Michael Micallef, CEO and Managing Director of the Company with exercise price of $0.05 each. All share options are fully vested
and exercisable from 21 June 2023 for 24 months. These have been valued at $42,315 using Black Scholes model.
Warrants issued by the Group in connection with loans are classified as either financial liabilities or as equity in accordance with the substance of the contractual
arrangement. Where the warrants meet the definition of equity, they are initially measured at fair value and recognised in a warranty reserve. Subsequent to initial
recognition, the liability is fair valued until the warrant is issued, with gains or losses recognised in the profit or loss. The warrants have been fair valued using Monte Carlo
simulation method. A degree of judgement is required in establishing fair values when inputs used are not derived from observable markets.
Since the start of the financial year, no dividends have been paid or declared by the Parent Entity.
2,000,000 share options were also issued to Michael Micallef, CEO and Managing Director of the Company with exercise price of $0.10 each. All share options are fully vested
and exercisable from 21 June 2024 for 24 months. These have been valued at $25,348 using Black Scholes model.
The warrant reserve records the fair value of the warrants issued. Proceeds from the issuance of warrants, net of issue costs, are credited to warrants reserve. Warrants
reserve is non-distributable and will be transferred to share premium account upon the exercise of warrants. Balance of warrants reserve in relation to the unexercised
warrants at the expiry of the warrants period will be transferred to accumulated profits.
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure that the Group can
fund its operations and continue as a going concern.
36
Oldfields Holdings Limited
30 June 2024
For personal use only
22. Earnings per Share
2024
2023
$'000
$'000
a) Reconciliation of earnings to profit or loss
(7,253)
(1,031)
(678)
(425)
(7,931)
(1,456)
2024
2023
Number
Number
179,765,115
179,765,115
2024
2023
Cents
Cents
c) Earnings per share (basic and diluted)
(4.412)
(0.810)
22.1 Calculation of Earnings per Share
23. Share-Based Payments
Set out below are summaries of options granted:
Year ended 30 June 2024
Grant Date
Expiry Date
Exercise Price
Balance at
Start of Year
Granted
Exercised
Expired/
Forfeited/
Other
Balance at End
of Year
21-Dec-22
21-Jun-25
$ 0.0500
1,000,000 - - - 1,000,000
21-Dec-23
21-Jun-26
$ 0.1000
- 2,000,000 - - 2,000,000
1,000,000 2,000,000 - -
3,000,000
Year ended 30 June 2023
Grant Date
Expiry Date
Exercise Price
Balance at
Start of Year
Granted
Exercised
Expired/
Forfeited/
Other
Balance at End
of Year
21-Dec-22
21-Jun-25
$ 0.0500
- 1,000,000 - - 1,000,000
- 1,000,000 - -
1,000,000
Set out below are the options exercisable at the end of the financial year:
2024
2023
Grant Date
Expiry Date
Number
Number
21-Dec-22
21-Jun-26
3,000,000
1,000,000
The weighted average share price during the financial year was $0.066.
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2 years.
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:
Grant Date
Expiry Date
Share Price at
Grant Date
Exercise Price
Expected
Volatility
Dividend Yield
Risk-free
Interest Rate
Fair Value at
Grant Date
21-Dec-23
21-Jun-26
$
0.0700
$
0.10
-
70.00%
0.00%
4.13% $
0.012
Total
40,000,000 unlisted and detached warrants were issued to PURE Asset Management with exercise price of $0.105 each.
Earnings per share have not been diluted this financial year as the effect would be anti-dilutive due to the loss for the year.
b) Weighted average number of ordinary shares outstanding during the year
used in calculating basic and diluted EPS
Loss for the year
As approved by the Nomination and Remuneration Committee, the CEO of the Company is entitled to share options over ordinary shares in the Company under his executive
employment contract. The options are issued for nil consideration and are granted in accordance with performance guidelines established by the Nomination and
Remuneration Committee.
Total
Less: Profit attributable to non-controlling equity interest
Diluted earnings per share
Earnings used to calculate basic EPS
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Oldfields Holdings Limited, excluding any costs of servicing equity other than
ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the
financial year.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other
financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to
dilutive potential ordinary shares.
2,000,000 share options were also issued to Michael Micallef, CEO and Managing Director of the Company with exercise price of $0.10 each. All share options are fully vested
and exercisable from 21 June 2024 for 24 months.
1,000,000 share options were also issued to Michael Micallef, CEO and Managing Director of the Company with exercise price of $0.05 each. All share options are fully vested
and exercisable from 21 June 2023 for 24 months.
37
Oldfields Holdings Limited
30 June 2024
For personal use only
24. Accumulated Losses
2024
2023
Note
$'000
$'000
Movements in accumulated losses were as follows:
Opening balance at 1 July
(26,610)
(25,246)
Net loss for the year
(7,253)
(1,031)
Dividends paid
21
(304)
(333)
Closing balance at 30 June
(34,167)
(26,610)
Accumulated losses attributable to:
Members of the parent entity
(35,412)
(27,481)
Non-controlling interest
1,281
907
Total accumulated losses at 30 June
(34,131)
(26,574)
25. Subsidiaries
Name of Subsidiary
2024
%
2023
%
2024
%
2023
%
Subsidiaries of Oldfields Holdings Limited:
Oldfields Pty Limited
Australia
100%
100%
0%
0%
Oldfields Advance Scaffold Pty Limited
Australia
100%
100%
0%
0%
Oldfields Administration Pty Limited
Australia
100%
100%
0%
0%
Oldfields International Pty Limited
Australia
100%
100%
0%
0%
Advance Scaffold Solutions Pty Limited
Australia
100%
100%
0%
0%
Oldfields Supply Chain Solutions Pty Ltd
Australia
100%
100%
0%
0%
Oldfields Finance Solutions Pty Ltd
Australia
100%
100%
0%
0%
Oldfields Funds Management Pty Ltd
Australia
100%
100%
0%
0%
Subsidiaries of Oldfields Advance Scaffold Pty Limited:
Adelaide Scaffold Solutions Pty Limited
Australia
60%
60%
40%
40%
Subsidiaries of Oldfields Administration Pty Limited:
National Office Service Trust
Australia
100%
100%
0%
0%
Subsidiaries of Oldfields International Pty Limited:
Oldfields (NZ) Limited
New Zealand
100%
100%
0%
0%
Oldfields Paint Applications (NZ) Limited
New Zealand
100%
100%
0%
0%
Oldfields USA Incorporated
USA
100%
100%
0%
0%
Oldfields Engineering Technology (Henan) Co Limited
China
100%
100%
0%
0%
Oldfields Engineering Technology (Shenzhen) Co Limited
China
100%
100%
0%
0%
Foshan Advcorp Scaffold Limited
China
100%
100%
0%
0%
Subsidiaries of Oldfields Finance Solutions Pty Ltd:
Oldfields Financing Pty Ltd
Australia
100%
100%
0%
0%
2024
2023
Summarised financial information of subsidiaries with material non-controlling interests
$'000
$'000
Current assets
4,979
3,085
Non-current assets
3,190
2,773
Current liabilities
(3,380)
(2,056)
Non-current liabilities
(711)
(608)
Net assets
4,078
3,194
Carrying amount of non-controlling interests
1,281
907
Revenue
10,861
8,082
Profit after tax
1,695
1,062
Other comprehensive income after tax
-
-
Total comprehensive income
1,695
1,062
Profit attributable to non-controlling interests
678
425
2024
2023
Summarised financial information of subsidiaries with material non-controlling interests
$'000
$'000
Net cash from operating activities
1,140
1,740
Net cash used in investing activities
(856)
(575)
Net cash used in financing activities
(789)
(943)
Net increase (decrease) in cash and cash equivalents
(505)
222
Distributions paid to non-controlling interests
304
333
Summarised cash flow information - Adelaide Scaffold Solutions Pty Ltd
Ownership Interest
Summarised financial performance - Adelaide Scaffold Solutions Pty Ltd
Summarised financial position - Adelaide Scaffold Solutions Pty Ltd
Subsidiary financial statements used in the preparation of these consolidated financial statements have also been prepared as at the same reporting date as the Group’s
financial statements.
Non-Controlling Interests
The subsidiaries listed below have share capital consisting solely of ordinary shares or ordinary units which are held directly by the Group. The proportion of ownership
interests held equals the voting rights held by the Group. Each subsidiary’s principal place of business is also its country of incorporation.
Set out below is the summarised financial information for Adelaide Scaffold Solutions Pty Ltd that has non-controlling interests that are material to the Group, before any
intra-group eliminations. The entity's principal place of business is 5-7 Peekarra Street, Regency Park, South Australia.
Principal
Place of
Business
38
Oldfields Holdings Limited
30 June 2024
For personal use only
25.1 Recognition and Measurement
26. Commitments and Contingencies
26.2 Contingencies
2024
2023
$'000
$'000
Statement of Financial Position
ASSETS
Current assets
2,689
4,819
Non-current assets
7,299
2,395
TOTAL ASSETS
9,988
7,214
LIABILITIES
Current liabilities
12,782
9,083
Non-current liabilities
5,520
778
TOTAL LIABILITIES
18,302
9,861
NET ASSETS (LIABILITIES)
(8,314)
(2,647)
EQUITY
Issued capital
28,157
28,157
Reserves
802
715
Accumulated losses
(37,273)
(31,519)
TOTAL (DEFICIENCY IN) EQUITY
(8,314)
(2,647)
Statement of Profit or Loss and Other Comprehensive Income
Profit (loss) before tax
(5,735)
(3,969)
Total comprehensive profit (loss)
(5,735)
(3,969)
Guarantees
Contingent liabilities
Contractual commitments
2024
2023
$
$
BDO* and related network firms
Audit services
Audit and review of financial statements
237,300
186,000
Non-audit services
Taxation compliance services
18,715
26,200
Total auditors’ remuneration
256,015
212,200
Note 10 refers to the theft of inventory which is an ongoing legal case against the employees involved and there is an insurance claim against our property cover with estim-
ated recovery unknown at this stage. There is currently another ongoing legal case against a former employee in China with estimated recovery unknown.
Oldfields Holdings Limited and it's Australian wholly-owned entities have entered into a deed of cross guarantee under which the Company and its subsidiaries guarantee the
debts of each other.
The following information has been extracted from the books and records of the parent and has been prepared in accordance with Australian Accounting Standards.
29. Auditors’ Remuneration
27. Events After the Reporting Period
The consolidated financial statements incorporate the assets and liabilities of all entities controlled by the Group as at 30 June 2024 and the results of all controlled entities
for the year then ended. Control exists when the consolidated entity has the power to govern the financial and operating policies of an entity so as to obtain benefit from its
activities. In assessing control, potential voting rights that presently are exercisable are taken into account. Where control of an entity is obtained during a financial year, its
results are included in the consolidated income statement from the date on which control commences. Where control of an entity ceases during a financial year its results
are included for that part of the year during which control exists.
Other than the above, the Group does not have any significant contingent liabilities or contingent assets as 30 June 2024 or 30 June 2023.
During the year the following fees were paid or payable for services provided by the auditor of the Parent Entity, its related practices and non-related audit firms:
There are no other matters or circumstances that have arisen since 30 June 2024 which significantly affect or could affect the operations of the Group in future years.
26.1 Capital Commitments
The Parent Entity did not have any contingent liabilities as at 30 June 2024 or 30 June 2023.
28. Parent Entity Disclosures
On 30 July 2024, Oldfields Holdings Limited announced a capital raise of $1.08m 12,303,183 ordinary shares (new shares) from new shareholders at an issue price of 8.75
cents per new share (placement).
The Parent Entity did not have any contractual commitments as at 30 June 2024 or 30 June 2023.
The Group does not have any capital expenditure commitments at reporting date (nil in 2023).
39
Oldfields Holdings Limited
30 June 2024
For personal use only
Ultimate controlling entity
Michael Emanuel Micallef
Chief Executive Officer and Managing Director
Jonathan William Doy
Non-executive Director
Joseph Screnci
Non-executive Director
David John Baird
Non-executive Director
James Stavroulakis
Non-executive Director
Frank Lesko
Non-executive Director
Jie Ma
Non-executive Director
Ka Lung Alan Lee
Chief Financial Officer and Company Secretary
Paul Ryan
Chief Financial Officer
Stephanie Levy
Chief Transformation Officer
Maria Taylor
Head of Human Resources
2024
2023
Details of remuneration
$
$
Short-term employee benefits
1,295,195
1,330,553
Long-term employee benefits
25,348
42,315
Post-employment benefits
97,195
72,219
Total KMP compensation
1,417,738
1,445,087
2024
2023
Transactions with related parties
$
$
The following transactions occurred with related parties:
Dividends paid to Sibley Investments Pty Ltd, holder of minority interest in Adelaide Scaffold Solutions Pty Ltd
304,000
333,000
2024
2023
Loans from related parties
$
$
Loan payable to Wayne Ding, being a related party of EQM Holdings Pty Limited (the Group's major shareholder)
Beginning of the year
29,175
29,175
Loan received
-
-
Loan repayments made
-
-
Interest charged
-
-
Interest paid
-
-
End of the year
29,175
29,175
Loan payable to EQM Holdings Pty Limited (the Group's major shareholder)
Beginning of the year
11,998
11,998
Loan received
-
-
Loan repayments made
-
-
Interest charged
-
-
Interest paid
-
-
End of the year
11,998
11,998
Loan receivable from EQM Holdings Pty Limited (the Group's major shareholder)
Beginning of the year
98,668
-
Loan provided
-
90,000
Loan repayments received
-
-
Interest accrued
10,361
8,668
Interest received
-
-
End of the year
109,029
98,668
Terms and conditions
Key management personnel
Oldfields Holdings Limited (incorporated in Australia).
30. Related Party Transactions
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether
executive or otherwise) of that entity are considered key management personnel. The following were key management personnel (KMP) at the end of the reporting period:
The loan from/to EQM Holdings Pty Ltd is repayable on demand and interest rate at 10% per annum.
31. Deed of Cross Guarantee
A deed of cross guarantee between Oldfields Holdings Limited and its wholly owned subsidiaries was enacted during the financial year ended 30 June 2001. An assumption
deed to include Adelaide Scaffold Solutions Pty Ltd was enacted during the year ended 30 June 2005. Under the deed, Oldfields Holdings Limited guarantees to support the
liabilities and obligations of the entities listed in note 25, being members of the Closed Group. The financial information of the Closed Group is the same as that for the
consolidated group.
40
Oldfields Holdings Limited
30 June 2024
For personal use only
Inter-company
Other
$'000
$'000
$'000
$'000
$'000
Finance leases
2,768
(841)
4,645
6,572
Borrowings
4,417
1,184
281
5,882
Total
7,185
343 - 4,926 12,454
Inter-company
Other
$'000
$'000
$'000
$'000
$'000
Finance leases
3,755
(958)
-
(29)
2,768
Borrowings
4,308
(64)
173
-
4,417
Total
8,063 (1,022) 173 (29) 7,185
Opening
Balance
Cash flows
Non-cash Changes
32. Changes in Liabilities Arising from Financing Activities
Opening
Balance
Closing Balance
Cash flows
Non-cash Changes
Closing Balance
Year ended 30 June 2024
Year ended 30 June 2023
41
Oldfields Holdings Limited
30 June 2024
For personal use only
Name of Entity
Subsidiaries of Oldfields Holdings Limited:
Oldfields Pty Limited
Body corporate
100%
Australia
Australia
N/A
Oldfields Advance Scaffold Pty Limited
Body corporate
100%
Australia
Australia
N/A
Oldfields Administration Pty Limited
Body corporate
100%
Australia
Australia
N/A
Oldfields International Pty Limited
Body corporate
100%
Australia
Australia
N/A
Advance Scaffold Solutions Pty Limited
Body corporate
100%
Australia
Australia
N/A
Oldfields Supply Chain Solutions Pty Ltd
Body corporate
100%
Australia
Australia
N/A
Oldfields Finance Solutions Pty Ltd
Body corporate
100%
Australia
Australia
N/A
Oldfields Funds Management Pty Ltd
Body corporate
100%
Australia
Australia
N/A
Subsidiaries of Oldfields Advance Scaffold Pty Limited:
Adelaide Scaffold Solutions Pty Limited
Body corporate
60%
Australia
Australia
N/A
Subsidiaries of Oldfields Administration Pty Limited:
National Office Service Trust
Trust
100%
Australia
Australia
N/A
Subsidiaries of Oldfields International Pty Limited:
Oldfields (NZ) Limited
Body corporate
100%
New Zealand
Foreign
New Zealand
Oldfields Paint Applications (NZ) Limited
Body corporate
100%
New Zealand
Foreign
New Zealand
Oldfields USA Incorporated
Body corporate
100%
USA
Foreign
USA
Oldfields Engineering Technology (Henan) Co Limited
Body corporate
100%
China
Foreign
China
Oldfields Engineering Technology (Shenzhen) Co Limited
Body corporate
100%
China
Foreign
China
Foshan Advcorp Scaffold Limited
Body corporate
100%
China
Foreign
China
Subsidiaries of Oldfields Finance Solutions Pty Ltd:
Oldfields Financing Pty Ltd
Body corporate
100%
Australia
Australia
N/A
The following entities formed part of the consolidated entity at the end of the financial year:
Entities listed here are those that are part of the consolidated entity at the end of the financial year. Entities disposed of during the year, or where the entity has lost control
by the reporting date, are not included here. This means that entities listed could be different to the ‘Interests in subsidiaries’ note contained in the notes to the financial
statements.
% of share
capital held
Country of
Incorporation
Residency
Foreign tax
jurisdiction of
foreign
residents
Type of Entity
Consolidated Entity Disclosure Statement
As at 30 June 2024
42
Oldfields Holdings Limited
30 June 2024
For personal use only
Directors' Declaration
1.
(a)
(b)
2.
3.
4.
5.
Michael Micallef
Dated: 30 September 2024
Signed in accordance with a resolution of the Directors:
In accordance with a resolution of the Directors of Oldfields Holdings Limited, the Directors of the Company declare that:
in the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
the Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial
Officer for the financial year ended 30 June 2024.
the financial statements and notes are in accordance with the Corporations Act 2001 and:
comply with Australian Accounting Standards, which, as stated in accounting policy note 2 to the financial statements, constitutes compliance with
International Financial Reporting Standards (IFRS); and
give a true and fair view of the financial position as at 30 June 2024 and of the performance for the year ended on that date of the consolidated entity;
there are reasonable grounds to believe that the Company and its controlled entities identified in note 24 to the financial statements will be able to meet any
obligations or liabilities to which they are or may become subject by virtue of the Deed of Cross Guarantee between Oldfields Holdings Limited and its
controlled entities pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
43
Oldfields Holdings Limited
30 June 2024
For personal use only
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
INDEPENDENT AUDITOR'S REPORT
To the members of Oldfields Holdings Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Oldfields Holdings Limited (the Company) and its subsidiaries
(the Group), which comprises the consolidated statement of financial position as at 30 June 2024, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including material accounting policy information, the consolidated entity
disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2.3 in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
44
Oldfields Holdings Limited
30 June 2024
For personal use only
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Revenue
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 4, the Group recognised
revenue of $28,005,000 during the financial year
ended 30 June 2024 (2023: $37,641,000)
Revenue recognition was considered a key audit
matter due to:
The overall significance of revenue to the
Group as a key performance indicator;
and
Management recognise revenue based on
the multiple performance obligations and
variable consideration identified within
the individual contracts which involves
management judgements and estimates.
Our procedures included, amongst others:
Critically evaluated the revenue recognition
policies for all material revenue sources
including reviewing any new sales agreements
entered during the year to identify any variable
consideration/multiple performance obligation
arrangements to ensure revenue was recognised
in accordance with relevant accounting
standards.
Substantively testing a sample of revenue
transactions throughout the financial year by
tracing sales invoices to supporting sales
documentation, delivery documentation and cash
receipts.
Performed detailed cut-off testing to ensure that
revenue sales, for products and hire, around the
year-end had been recorded in the correct
period.
Assessing the appropriateness of the disclosures
in Note 4.
45
Oldfields Holdings Limited
30 June 2024
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Existence and Completeness of Hire Fleet
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 10 of the financial report, the
Group holds Hire Equipment of $2,877,000 (2023:
$3,982,000) in the statement of financial position
as at 30 June 2024.
The Group’s hire equipment consists of a high
volume of scaffolding that is dispersed throughout
the various branch locations and construction sites
across Australia.
The Group conducts annual stocktakes around the
period end across all locations in the Group to
assess the completeness and existence of the
equipment on hand.
Assessing the completeness and existence of hire
equipment was determined to be a key audit
matter due to the material nature of the balance
and the extent of auditor effort to address the
audit of the balance.
Our audit procedures to address this key audit matter
included, but were not limited to:
Obtaining an understanding of the Group’s processes
and controls around hire equipment stocktakes and
evaluating the appropriateness of these procedures
and controls.
Attending stocktake locations around period end,
across various locations within the Group’s operations.
Observing the performance of stocktakes at the
various locations noted above, ensuring that controls
in place around the performance of the counts and the
oversight and approval of count results are operating
effectively as intended.
Performing test counts on a sample of items at each
location attended to ensure the accuracy of the count
performed by management and that count results
were appropriately reflected in the hire equipment
ledgers.
Performing substantive testing on items that were on
hire at construction sites to obtain comfort that these
have been returned post-year end or alternatively, are
part of an ongoing job.
Reconciling the balance per the hire equipment counts
to the balance in the general ledger at 30 June 2024.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2024, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
46
Oldfields Holdings Limited
30 June 2024
Oldfields Holdings Limited
30 June 2024
For personal use only
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a) the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 8 to 12 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of Oldfields Holdings Limited, for the year ended 30 June
2024, complies with section 300A of the Corporations Act 2001.
47
Oldfields Holdings Limited
30 June 2024
Oldfields Holdings Limited
30 June 2024
For personal use only
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
Ryan Pollett
Director
Sydney
30 September 2024
48
Oldfields Holdings Limited
30 June 2024
For personal use only
49
Oldfields Holdings Limited
30 June 2024
Corporate Governance Statement
The Board of Oldfields Holdings Limited (Oldfields or Company) is committed to conducting the business of the Company in an ethical
manner and in accordance with principles of best practice in corporate governance. and is responsible for ensuring the existence of an
effective corporate governance environment to safeguard the interests of the Company, its shareholders and other stakeholders.
This statement sets out the Company's current compliance with the ASX Corporate Governance Council's Corporate Governance
Principles and Recommendations: 4th edition (Principles or Recommendations), as at the date indicated. The Principles are not
prescriptive regarding the conduct of ASX-listed companies but require a company to disclose the reasons why it is not complying fully
with the Principles. To the extent that they are relevant and appropriate to Oldfields’ present circumstances, the Company has adopted
the Principles. This statement details where the Recommendations have not been followed, and the reasons, therefore.
All references to the Website are to the investor section of the company’s website, which can be accessed at:
https://oldfields.com.au/investor-centre/
This statement was approved and adopted by the Company’s Board on 27 September 2024.
ASX Corporate Governance Principle/Recommendation
Comply
Particulars of Compliance and If Not Why Not
Principle 1- Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should disclose a board charter setting out:
a.
the respective roles and responsibilities of its board and
management; and
b.
those matters expressly reserved to the board and those
delegated to management.
Yes
The Board's responsibilities are detailed in the
Company's Board Charter. The Board Charter
also sets out the responsibilities of the Chief
Executive Officer (CEO) and regulates the
relationship
between
the
Board
and
management.
The Board has established committees to
oversee certain functions, including the Audit,
Finance & Risk Committee, Remuneration, HR
and Nomination Committee, and the Strategy
Committee
A copy of the Board Charter is available on the
Company's Website.
Recommendation 1.2
A listed entity should:
a.
undertake appropriate checks before appointing a person,
or putting forward to security holders a candidate for
election, as a director; and
b.
provide security holders with all material information in its
possession relevant to a decision on whether or not to
elect or re-elect a director.
Yes
The Board and the Remuneration. HR and
Nomination Committee undertake appropriate
checks, including police clearance checks,
bankruptcy
searches,
verification
of
qualifications, and experience of candidates,
before appointing a director or putting forward
to Shareholders a candidate for election as a
director.
All material information in relation to potential
Directors will be provided to Shareholders as
the need arises, including in the form of
disclosures
contained
in
an
explanatory
memorandum to a notice of meeting, seeking
the approval of Shareholders for the election or
re-election of Directors.
Recommendation 1.3
A listed entity should have a written agreement with each
director and senior executive setting out the terms of their
appointment.
Yes
Each of the following directors has consented to
act as a director and has received a formal letter
of appointment which sets out their duties and
responsibilities,
rights
and
remuneration
entitlements:
•
Joe Screnci
•
Michael Micallef
•
David John Baird
•
James Stavroulakis
•
Frank Lesko
•
Jie Ma
For personal use only
50
Oldfields Holdings Limited
30 June 2024
ASX Corporate Governance Principle/Recommendation
Comply
Particulars of Compliance and If Not Why Not
Each of the following senior executives is
employed under a Service Agreement which
sets out the terms on which the executive is
employed, including details of the executive's
duties
and
responsibilities,
rights
and
remuneration entitlements:
•
Paul Ryan
Recommendation 1.4
The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do
with the proper functioning of the board.
Yes
The Company has engaged Natalie Climo
(Company Secretary) to act as company
secretary and provide company secretarial
services to the Company. The Board Charter
provides that the Company Secretary is
accountable directly to the Board, through the
Chair, on all matters to do with the proper
functioning of the Board.
Recommendation 1.5
A listed entity should:
a.
have and disclose a diversity policy;
b.
through its board or a committee of the board set
measurable objectives for achieving gender diversity
in the composition of its board, senior executives and
workforce generally; and
c.
disclose as at the end of each reporting period the
measurable objectives for achieving gender diversity
set by the board or a relevant committee of the board
in accordance with the entity's diversity policy and its
progress towards achieving them, and either:
(i)
the respective proportions of men and
women on the board, in senior executive
positions and across the whole organisation
(including how the entity has defined 'senior
executive' for these purposes); or
(ii)
if the entity is a 'relevant employer' under
the Workplace Gender Equality Act, the
entity's most recent 'Gender Equality
Indicators', as defined in and published
under that Act1.
Yes
The Company has a strong commitment to
workplace diversity which is evidenced through
its Diversity Policy.
The Diversity Policy provides a framework for
the Company to provide all staff with the
understanding to operate efficiently in a
business and work environment which is free
from all expressions of unlawful and unfair
discrimination.
A copy of the Diversity Policy is available on the
Company's Website.
The Board currently has nil female directors out
of a total of six directors and has set the
following objectives for achieving gender
diversity:
a.
at board level - 50% by 2028;
b.
the senior management level is currently
50% which the Board considers adequate;
and
c.
the organisational level is currently 38%
which the Board considers adequate.
and will monitor initiatives to promote and
support diversity on an ongoing basis.
As at 30 June 2024 the Company has the
following proportion of women appointed to:
a.
the Board – 0%
b.
senior management – 50%
c.
the organisational as a whole – 38%.
The Diversity Policy stipulates the Company’s
Ongoing Diversity Action Plan which works
towards the following Diversity Initiatives:
(a) Develop a best practice that values
equality and diversity
(b) Strong commitment by CEO, the Board and
Oldfields Senior Management to principles
of diversity
(c) Promoting an understanding of diversity
within all departments of Oldfields
1 The Workplace Gender Equality Act 2012 (Cth) applies to non-public sector employers with 100 or more employees in Australia. The Act requires such
employers to make annual filings with the Workplace Gender Equality Agency (WGEA) disclosing their 'Gender Equality Indicators'. These reports are
filed annually in respect of the 12 month period ending 31 March.
For personal use only
51
Oldfields Holdings Limited
30 June 2024
ASX Corporate Governance Principle/Recommendation
Comply
Particulars of Compliance and If Not Why Not
(d) Create
a
workplace
free
from
discrimination and unlawful behaviour
(e) Ensuring
equal
opportunities
for
all
employees in recruitment, selection and
employment practices
(f)
Ensuring all performance and reward
procedures are non-discriminatory on a
legal basis.
Recommendation 1.6
A listed entity should:
a.
have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
b.
disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
Yes
The Board Charter provides that the Board, with
the assistance of the Remuneration, HR and
Nomination
Committee,
will
review
and
evaluate the performance of the Board, each
Board Committee and each individual Director,
at least annually.
The Company has not yet undertaken a
performance evaluation but will do so in the
2025 financial year and annually thereafter.
Recommendation 1.7
A listed entity should:
a.
have and disclose a process for periodically evaluating the
performance of its senior executives at least once every
reporting period; and
b.
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
Yes
The Company has established a Remuneration,
HR and Nomination Committee to review and
evaluate the performance of executives on an
annual basis.
The Company has not yet undertaken a
performance evaluation but will do so in the
2025 financial year and annually thereafter.
Principle 2 – Structure the board to be effective and add value
Recommendation 2.1
The Board of a listed entity should:
a.
have a nomination committee which:
i.
has at least three members, a majority of whom
are independent directors; and
ii.
is chaired by an independent director, and
disclose:
iii.
the charter of the committee;
iv.
the members of the committee; and
v.
as at the end of each reporting period, the
number of times the committee met throughout
the period and the individual attendances of the
members at those meetings; or
b.
if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
Yes
The Board has established a Remuneration, HR
and Nomination Committee to oversee the
process of appointment, performance and
remuneration
of
senior
executives
and
employees of the Company.
The
Remuneration,
HR
&
Nomination
Committee
consists
of
2
non-executive
directors, both of whom are independent, and 1
executive director. The current members of the
committee are David Baird (Chair), Joe Screnci,
Michael Micallef and Mary Taylor Information
regarding their qualifications and experience is
presented in the Directors’ Report section of
the Annual Report.
The Committee is chaired by David Baird, who is
an Independent non-executive Director and is
not Chair of the Board. The Board considers the
committee’s composition to be appropriate to
the Company’s requirements and the fulfilment
of the Committee’s mandate.
A
copy
of
the
Remuneration,
HR
and
Nomination Committee Charter is available on
the Company's Website. The number of
meetings of and the attendance of members at
those meetings is disclosed in the Directors’
Report of the Annual Report for the Reporting
Period.
For personal use only
52
Oldfields Holdings Limited
30 June 2024
ASX Corporate Governance Principle/Recommendation
Comply
Particulars of Compliance and If Not Why Not
Recommendation 2.2
A listed entity should have and disclose a board skills matrix
setting out the mix of skills and diversity that the board
currently has or is looking to achieve in its membership.
No
The Directors have been appointed by assessing
their range of personal and professional
experiences, skills and expertise. The Board
seeks to achieve an appropriate mix of skills,
diversity and tenures, including a significant
understanding of the sectors in which OLH
operates,
including
any
future
strategic
directions, as well as corporate management
and operational, financial and regulatory
matters.
As a result of changes to the Board, a formal
Board skills matrix is in the process of being
compiled for disclosure in the next reporting
period. The current Directors collectively have a
range of skills, knowledge and experience
necessary to direct the Company and drive
shareholder value in addressing the issues
affecting the Company.
Recommendation 2.3
A listed entity should disclose:
a.
the names of the directors considered by the board to be
independent directors;
b.
if a director has an interest, position, association or
relationship of the type described in the Principles but the
board is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position, association or relationship in question and an
explanation of why the board is of that opinion; and
c.
the length of service of each director.
Yes
The Company considers a Director to be
independent if the Director is independent of
management and free of any business or other
relationship that could materially interfere, or
be perceived as interfering, with the exercise of
an unfettered and independent judgment in
relation to matters concerning the Company.
The Board considers that the following Directors
are independent:
a.
Joseph Screnci;
b.
James Stavroulakis;
c.
Frank Lesko; and
d.
David John Baird.
Information relating to the Directors of the
Company,
including
whether
they
are
independent, their skills, experience, expertise
and the period they have held office is
presented in the Director's Report section of
the Annual Report.
Recommendation 2.4
A majority of the board of a listed entity should be independent
directors.
Yes
The Board comprises one Executive Director
and five Non-executive Directors.
In view of the size of the Company and the
nature of its activities, the Board considers that
the current mix of skills, qualifications and
experience on the Board is consistent with the
Company's current circumstances and its long-
term interests.
Recommendation 2.5
The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
Yes
The Company's Chair is Mr Joseph Screnci. The
Chair is not the Managing Director or Chief
Executive Officer (CEO) and is considered by the
Board to be independent.
For personal use only
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30 June 2024
ASX Corporate Governance Principle/Recommendation
Comply
Particulars of Compliance and If Not Why Not
Recommendation 2.6
A listed entity should have a program for inducting new
directors and provide appropriate professional development
opportunities for directors to develop and maintain the skills
and knowledge needed to perform their role as directors
effectively.
Yes
The
Remuneration,
HR
and
Nomination
Committee
Charter
and
Board
Charter
demonstrate the Company's compliance with
this Recommendation.
The
Remuneration,
HR
and
Nomination
Committee will be responsible for the induction
program
for
new
directors
and
the
development of a professional development
program for Directors.
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values.
Yes
The Board has approved and adopted a
statement of values and tasked the CEO with
the responsibility of instilling those values
across the organisation, including providing
appropriate
training
on
the
values
to
employees.
The Company’s values are disclosed in the code
of conduct which can be found on the Website.
Recommendation 3.2
A listed entity should:
a.
have and disclose a code of conduct for its directors, senior
executives and employees; and
b.
ensure that the board or a committee of the board is
informed of any material breaches of that code.
Yes
The Board has established and adopted Codes
of Conduct for both Directors and Company
Officers and Company Stakeholders. The Codes
of Conduct will be reviewed regularly by the
Board.
The Code of Conduct sets out the Company's
commitment to a high level of integrity and
ethical standards in all business practices.
The Company will take appropriate steps to
ensure that the Board is informed of any
material breaches of the Code of Conduct.
A copy of the Code of Conduct is available on
the Company's Website.
Recommendation 3.3
A listed entity should:
a.
have and disclose a whistleblower policy; and
b.
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
Yes
The Board has established and adopted a
Whistleblower Policy. The Whistleblower Policy
will be reviewed regularly by the Board.
The Company will take appropriate steps to
ensure that the Board is informed of any
material breaches of the Whistleblower Policy.
A copy of the Company’s Whistleblower Policy
is available on the Company's Website.
Recommendation 3.4
A listed entity should:
a.
have and disclose an anti-bribery and corruption policy;
and
b.
ensure that the board or a committee of the board is
informed of any material breaches of that policy.
Yes
The Board has established and adopted an Anti-
Bribery and Corruption Policy. The Anti-Bribery
and Corruption Policy will be reviewed regularly
by the Board.
The Company will take appropriate steps to
ensure that the Board is informed of any
material breaches of the Anti-Bribery and
Corruption Policy.
A copy of the Company’s Anti-Bribery and
Corruption Policy is available on the Company's
Website.
For personal use only
54
Oldfields Holdings Limited
30 June 2024
ASX Corporate Governance Principle/Recommendation
Comply
Particulars of Compliance and If Not Why Not
Principle 4 – Safeguard the integrity of corporate reports
Recommendation 4.1
The board of a listed entity should:
a.
have an audit committee that:
i.
has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
ii.
is chaired by an independent director, who is not
the chair of the board, and disclose:
iii.
the charter of the committee;
iv.
the relevant qualifications and experience of the
members of the committee; and
v.
in relation to each reporting period, the number
of times the committee met throughout the
period and the individual attendances of the
members at those meetings; or
b.
if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify and
safeguard the integrity of its corporate reporting, including
the processes for the appointment and removal of the
external auditor and the rotation of the audit engagement
partner.
No
The Board has established an Audit, Finance &
Risk Committee. The Audit, Finance & Risk
Committee (AFRC) consists of 1 executive
director, the CFO, and the Company Chair who
is independent. The current members of the
committee are Joe Screnci (Chair), Paul Ryan
and Michael Micallef. Information regarding
their qualifications and experience is presented
in the Directors’ Report section of the Annual
Report.
The AFRC is chaired by Joe Screnci, who is an
Independent non-executive Director and is the
Chair of the Board. The Board considers the
committee’s composition to be appropriate to
the Company’s requirements and the fulfilment
of the AFRC’s mandate.
The AFRC Committee’s functions and powers
are formalised in a charter, a copy of which is
available on the Company's Website.
The number of meetings of the AFRC and the
attendance of members at those meetings is
disclosed in the Directors’ Report of the Annual
Report for the Reporting Period.
Recommendation 4.2
The board of a listed entity should, before it approves the
entity's financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
Yes
The CEO and CFO are required to provide a
declaration to the Board in accordance with
section 295A of the Corporations Act for each
financial report and assure the Board that such
declaration is founded on a sound system of risk
management and internal control.
Recommendation 4.3
A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
Yes
The Company’s Board reviews and approves any
periodic corporate reports not audited or
reviewed by an external auditor and acts on the
advice of the Chair of the AC in conducting its
review.
Principle 5 – Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
Yes
The Company has adopted a Continuous
Disclosure and Shareholder Communications
Policy. This policy sets out, amongst other
matters, the manner in which the Board will
ensure
compliance
with
the
disclosure
requirements of the ASX Listing Rules.
A copy of the Continuous Disclosure and
Shareholder Communications Policy is available
on the Company's Website.
Recommendation 5.2
A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
Yes
Material market announcements are approved
by the Board at regular board meetings
scheduled to coincide with ASX filing timetable
requirements.
Other
material
market
announcements will be circulated to the Board
via e-mail.
For personal use only
55
Oldfields Holdings Limited
30 June 2024
ASX Corporate Governance Principle/Recommendation
Comply
Particulars of Compliance and If Not Why Not
Recommendation 5.3
A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
Yes
Results presentations and transcripts of the
Chair’s address at annual general meetings will
be released on the ASX Market Announcements
Platform before the start of the meetings. Other
presentations
to
new
or
substantive
shareholders or investor analysts are released
on the ASX Market Announcements Platform
prior to the relevant presentation.
Principle 6 – Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself and its
governance to investors via its website.
Yes
A page on the Company's Website is dedicated
to corporate governance.
The Company's website also includes in the
corporate governance section links to:
a.
the
names,
photographs
and
brief
biographical information of each of its
directors and senior executives;
b.
its Constitution, Board Charter, Audit,
Finance & Risk Committee Charter and
Remuneration,
HR
and
Nomination
Committee Charter; and
c.
copies of the Code of Conduct, Diversity
Policy,
Securities
Trading
Policy
and
Continuous Disclosure and Shareholder
Communications Policy.
The Company's website also includes in the
Investor Information Section links to:
a.
copies of its annual reports and financial
statements;
b.
copies of its announcements to the ASX;
and
c.
copies
of
notices
of
meetings
of
Shareholders
and
any
accompanying
documents
when these documents are available.
Recommendation 6.2
A listed entity should design and implement an investor
relations
program
to
facilitate
effective
two-way
communication with investors.
Yes
The Company has adopted the Continuous
Disclosure and Shareholder Communications
Policy which sets out, amongst other things, the
manner in which the Company will promote
effective communication with Shareholders and
encourage
their
participation
at
general
meetings and respond to Shareholder enquiries.
A copy of the Continuous Disclosure and
Shareholder Communications Policy is available
on the Company's Website.
Recommendation 6.3
A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
Yes
The Company has adopted a Continuous
Disclosure and Shareholder Communications
Policy which sets out, amongst other things, the
manner in which the Company will promote
effective communication with shareholders and
encourage
their
participation
at
general
meetings.
The Company will also encourage shareholders
to attend the Company’s annual general
meeting and to ask questions of the Board and
the auditor and/or to submit questions in
writing in advance. At each annual general
meeting, the Board will ensure that:
For personal use only
56
Oldfields Holdings Limited
30 June 2024
ASX Corporate Governance Principle/Recommendation
Comply
Particulars of Compliance and If Not Why Not
•
a representative of the Company’s auditors
is in attendance to respond directly to
questions on audit-related matters;
•
information
about
the
current
developments is provided at the meeting,
to make it easy for shareholders to
participate and ask questions; and
•
the chairman of the Board presents an
Address to the Annual General Meeting
relating to current developments.
A copy of the Continuous Disclosure and
Shareholder Communications Policy is available
on the Company's Website.
Recommendation 6.4
A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
Yes
All substantive resolutions at a meeting of
shareholders will be conducted by poll.
Recommendation 6.5
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
Yes
The Company gives its Shareholders the
opportunity
to
give
and
receive
communications to and from both the Company
and security registry electronically. Electronic
communications to the Company may be sent
via email to: sales@oldfields.com.au
The Company's Share Register is managed and
maintained
by
Boardroom
Limited.
Shareholders can access their shareholding
details or make enquiries about their current
shareholding electronically by quoting their
Shareholder Reference Number or Holder
Identification Number, via:
https://boardroomlimited.com.au/.
Principle 7 – Recognise and manage risk
Recommendation 7.1
The board of a listed entity should:
a.
have a committee or committees to oversee risk, each of
which:
i.
has at least three members, a majority of whom are
independent directors; and
ii.
is chaired by an independent director,
iii.
and disclose:
iv.
the charter of the committee;
v.
the members of the committee; and
vi.
as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
b. if it does not have a risk committee or committees that
satisfy paragraph (a) above, disclose that fact and the processes
it employs for overseeing the entity's risk management
framework.
No
The Board has established an Audit, Finance &
Risk Committee. The Audit, Finance & Risk
Committee (AFRC) consists of 1 executive
director, the CFO, and the Company Chair who
is independent. The current members of the
committee are Joe Screnci (Chair), Paul Ryan
and Michael Micallef. Information regarding
their qualifications and experience is presented
in the Directors’ Report section of the Annual
Report.
The AFRC is chaired by Joe Screnci, who is an
Independent non-executive Director and is the
Chair of the Board. The Board considers the
committee’s composition to be appropriate to
the Company’s requirements and the fulfilment
of the AFRC’s mandate.
The AFRC’s functions and powers are formalised
in a charter, a copy of which is available on the
Company's Website.
The number of meetings of the AFRC and the
attendance of members at those meetings is
disclosed in the Directors’ Report of the Annual
Report for the Reporting Period.
For personal use only
57
Oldfields Holdings Limited
30 June 2024
ASX Corporate Governance Principle/Recommendation
Comply
Particulars of Compliance and If Not Why Not
Recommendation 7.2
The board or a committee of the board should:
a.
review the entity's risk management framework at least
annually to satisfy itself that it continues to be sound, and
that the entity is operating with due regard to the risk
appetite set by the board; and
b.
disclose, in relation to each reporting period, whether such
a review has taken place.
Yes
The AFRC is responsible for the review of the
Company's risk management program, and for
satisfying itself that it continues to be sound
and that the Company is operating with due
regard to the risk appetite set by the Board.
The Company has undertaken a review of its
risk management framework, and a risk
management statement is disclosed in the
Annual Report for the Reporting Period.
Recommendation 7.3
A listed entity should disclose:
a.
if it has an internal audit function, how the function is
structured and what role it performs; or
b.
if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its risk management and
internal control processes.
Yes
The Company does not at this time, have an
internal audit function.
The AFRC has responsibility for overseeing the
effectiveness of Oldfields’ systems of risk
management and internal compliance and
control and Oldfields’ systems and procedures
for compliance with applicable legal regulatory
requirements.
The AFRC Charter also requires the Committee
to meet with Management and the Company’s
external auditors to discuss issues and concerns
warranting the Committee’s attention, including
their reviews of the effectiveness of internal
controls.
Recommendation 7.4
A listed entity should disclose whether it has any material
exposure to economic, environmental or social risks and, if it
does, how it manages or intends to manage those risks.
Yes
The Company’s goal is to create the foundations
for a long-term, sustainable business that is
respected, supported and welcomed wherever
it operates. Health, safety, the environment and
community are important to Oldfields. This
commentary details the Company’s exposure to
material economic, environmental and social
sustainability risks and how it manages these
risks.
Economic sustainability risks
Economic sustainability is the ability of an entity
to continue operating at an effective economic
level over the long term. A range of factors can
influence the level of the Company’s economic
sustainability, including the following:
•
Financing risks
•
Credit and fraud risk
•
Regulatory and legal risks
•
Financial and reporting risks
•
Operational risks.
Environmental sustainability risks
Environmental sustainability is the ability of an
entity to continue operating in a manner that
does not compromise the health of the
ecosystems in which it operates over the long
term.
Social sustainability risks
Social sustainability is the ability of an entity to
continue operating in a manner that meets
accepted social norms and needs over the long
term.
For personal use only
58
Oldfields Holdings Limited
30 June 2024
ASX Corporate Governance Principle/Recommendation
Comply
Particulars of Compliance and If Not Why Not
The Company has considered the Company’s
exposure to economic, environmental and
social sustainability risks and, whilst it has not
identified any material risks, it will continue to
monitor and review these risk categories.
Principle 8 – Remunerate fairly and responsibly
Recommendation 8.1
The board of a listed entity should:
a.
have a remuneration committee which:
i.
has at least three members, a majority of whom are
independent directors; and
ii.
is chaired by an independent director, and disclose:
iii.
the charter of the committee;
iv.
the members of the committee; and
v.
as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
b.
if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
Yes
The Board has established a Remuneration, HR
and Nomination Committee to oversee the
process of appointment, performance and
remuneration
of
senior
executives
and
employees of the Company.
The
Remuneration,
HR
&
Nomination
Committee
consists
of
2
non-executive
directors, both of whom are independent, and 1
executive director. The current members of the
committee are David Baird (Chair), Joe Screnci,
Michael Micallef and Mary Taylor Information
regarding their qualifications and experience is
presented in the Directors’ Report section of
the Annual Report.
The Committee is chaired by David Baird, who is
an Independent non-executive Director and is
not Chair of the Board. The Board considers the
committee’s composition to be appropriate to
the Company’s requirements and the fulfilment
of the Committee’s mandate.
A
copy
of
the
Remuneration,
HR
and
Nomination Committee Charter is available on
the Company's Website. The number of
meetings of the Remuneration, HR and
Nomination Committee and the attendance of
members at those meetings is disclosed in the
Directors’ Report of the Annual Report for the
Reporting Period.
Recommendation 8.2
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive
directors and the remuneration of executive directors and
other senior executives.
Yes
The Company has disclosed its policies and
practices
regarding
the
remuneration
of
Directors and senior executives in its annual
Remuneration Report presented in the Annual
Report.
The Company has distinguished the structure of
Non-executive Directors' remuneration from
that
of
Executive
Directors
and
senior
executives in compliance with Recommendation
8.2.
Recommendation 8.3
A listed entity that has an equity-based remuneration scheme
should:
a.
have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
b.
disclose that policy or a summary of it.
No
The Company does not have an equity-
based remuneration scheme.
For personal use only
59
Oldfields Holdings Limited
30 June 2024
ASX Corporate Governance Principle/Recommendation
Comply
Particulars of Compliance and If Not Why Not
Additional recommendations that apply only in certain cases
Recommendation 9.1
A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
Yes
At each Board meeting one of the attendees
present is fluent in mandarin and translate the
discussions to Mr Ma to ensure Mr Ma can
understand and contribute to the discussions at
meetings
and
discharge
his
obligations
adequately.
For personal use only
60
Oldfields Holdings Limited
30 June 2024
Risk Management Statement
1. Introduction
This statement provides an overview of the Group's risk management policies and internal compliance and control systems in
accordance with Principle 7 of the ASX Principles of Good Corporate Governance.
2. Responsibility
The Board of Directors are responsible for oversight on a regular basis of the Group's procedures and risk management policies. The
responsibility of the Board is codified under the Board Charter, which is available on the Group’s website. The Group also has an
audit committee, the responsibilities of which are documented in the Audit Committee Charter which is also available on the
Group’s website.
3. Risk Management Monitoring
The Board has implemented a combination of internal policies and procedures and use of external audits to monitor risk
management and its effectiveness.
3.1. Standard Operating Procedures (SOP's)
The Board has implemented risk management policies covering areas of business risk such as:
•
Work health and safety;
•
Finance and treasury;
•
Human resources;
•
Asset protection (insurance); and
•
Codes of conduct.
The policies referred to are regularly reviewed and an internal mechanism exists whereby the Board and Committee members have
access to these reports on an internal intranet site. The Board manages these risks appropriately with reference to identification,
implementation and review of these risks and procedures.
3.2. External Audits
The external audit of the Group is conducted annually. There is also a formal review at least once every year. Both the audit and
review are conducted by an external auditor.
The Group has a Work Health and Safety Committee which has received training and certification by external OH&S providers.
The Group engages with qualified external advisors annually in relation to asset protection. Where possible the Board adopts the
most practical and affordable insurance policies suitable to protect major assets of the Group.
In general an external qualified auditor and or valuers are engaged by the Board in determining large asset values on acquisition of
assets. An external valuation is obtained to determine and verify carrying values of investment property by an external
independent registered property valuer at least every three years where applicable.
3.3. Risk Management Statements
The integrity of the Group's financial reports relies on sound business and risk control systems.
Annually, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) are required to sign a Risk Management Statement
that is provided to the audit committee in writing.
The CEO and CFO sign a statement regarding the adequacy of financial controls in accordance with section 295a of the Corporations
Act 2001.
The Board requires management to report on the key business risks for each area of the business at each board meeting.
3.4. Internal Audit
Given the Group's size, an internal auditor is not practical. In addition, the presence of an executive director on the Board allows for
detailed oversight of risks within each business by managers who are familiar with the risk environment but not directly involved in
the management of that particular business. In addition to this the Company from time to time may utilise the services of an
internal auditing company to provide oversight of certain aspects of the business.
For personal use only
61
Oldfields Holdings Limited
30 June 2024
3.5. External Covenants
The Group has voluntarily associated itself with the following self-regulated authorities:
•
WGE (Workplace Gender Equality Act): The Group reports annually on targets and policy to an external agency in regards to
Equal Opportunity Guidelines and Policy within the work force. The Board receives and reviews this annually; and
•
Australian Packaging Covenant: The Group sets targets to reduce packaging waste and environmental impact of packaging
waste. Targets are set and guidelines adopted and where possible administered by management. The Board reviews these
targets annually.
4. Formal Risk Management Practices
The Group operates a formal process for risk management which includes:
•
Risk identification;
•
Risk analysis;
•
Risk evaluation;
•
Risk mitigation;
•
Risk monitoring and reporting; and
•
Risk communication.
The risk management process meets appropriate professional standards and is reviewed annually by the Board of Directors. The
process meets, but is not limited to the requirements of Principle 7 of the ASX Principles for Good Corporate Governance.
5. Risk Reporting and Communication
Risks are reported and their monitoring and management are communicated in accordance with the diagram below:
Material Risks
General Reporting
Accountabilities
Board of Directors
Direct risk response or accept material
risk
Review and approve risk mitigation
strategies or accept risk
Oversight of framework and sufficiency of
reporting
Chief Executive Officer (CEO)
Implement risk response or escalate to
Board of Directors
Review and approve risk reporting and
mitigation strategies
Oversight of corporate risks and adequacy
of framework
Chief Financial Officer (CFO)
Recommend material risk escalation to
CEO or Board of Directors
Consolidate risk assessments and prepare
summary reporting
Implement and monitor ERM framework
and ERM system
Finance Department
Identify and report material risks as they
arise
Prepare risk assessments in accordance
with ERM framework
Operationally manage risks and escalate
issues
Communication
Effective risk management is reliant on the timely and open communication of actual or potential risk events across the
organisation. Free and frank communication is at the heart of the Group's risk management approach, and where the processes and
accountabilities described in these standards may not support a suitably rapid response to any risk, then communication should be
undertaken using whatever means to achieve the best outcome for the Group.
For the avoidance of doubt, Oldfields Holdings Limited has a whistle-blower policy in place and encourages all staff to report risks of
which they are aware.
For personal use only
Shareholder Information
A. Number of Holders of Equity Securities
Ordinary shares:
212,059,130 fully paid ordinary shares held by 279 individual shareholders.
Unquoted options:
1,000,000 options held by 1 individual option holder.
Shareholder
Number Held
Percentage of
Issued Options
1
Michael Micallef
1,000,000
100.000%
Warrants:
40,000,000 unlisted and detached warrants issued to 1 individual holder.
Shareholder
Number Held
Percentage of
Issued
Warrants
1
Pure Asset Management
40,000,000
100.000%
B. Substantial Shareholders
The number of substantial shareholders and their associates are set out below:
Shareholder
Number Held
Percentage of
Issued Shares
EQM Holdings Pty Ltd
85,530,329
40.333%
Mr Williams Lewis Timms & Mrs Carolyn Jane Timms
39,173,778
18.473%
EQM Holdings Pty Ltd
22,338,461
10.534%
Clear Port Aus Pty Ltd A/c
11,764,654
5.548%
C. Distribution of Equitable Security Holders
Holding Ranges
Number of
Shareholders
Number Held
Percentage of
Issued Shares
1 – 1,000
68
33,601
0.016%
1,001 – 5,000
77
206,381
0.097%
5,001 – 10,000
14
108,202
0.051%
10,001 – 100,000
72
2,833,008
1.336%
100,001 – and over
48
208,877,938
98.500%
279
212,059,130
100.000%
D. Unmarketable Parcels
Total Securities/Issued Capital
UMP Securities
UMP Holders
UMP
Percentage
289,884
153
0.137%
E. Equity Security Holders
The names of twenty largest quoted equity security holders are listed below:
Shareholder
Number Held
Percentage of
Issued Shares
1
EQM Holdings Pty Ltd
85,530,329
40.333%
2
Mr Williams Lewis Timms & Mrs Carolyn Jane Timms
39,173,778
18.473%
3
EQM Holdings Pty Ltd
22,338,461
10.534%
4
Clear Port Aus Pty Ltd A/c
11,764,654
5.548%
5
Benger Superannuation Pty Limited
6,370,787
3.004%
6
Dixson Trust Pty Limited
5,834,863
2.752%
7
Shandora One Pty Ltd
4,205,000
1.983%
8
Citicorp Nominees Pty Limited
3,571,827
1.684%
9
Mr Brian Garfield Benger
3,391,429
1.599%
10
Mr Orlando Berardino Di Julio & Ms Catharina Maria Koopman
3,352,699
1.581%
11
Mr Rodney Boyce Hass
3,312,000
1.562%
12
Man Investments (NSW) Pty Ltd
3,001,976
1.416%
13
Dr Gordon Bradley Elkington
2,227,617
1.050%
14
JRS Enterprises Pty Ltd
2,000,000
0.943%
15
Mr Paul John Simpson
1,300,000
0.613%
16
DJB Investment Co Pty Ltd
1,182,799
0.558%
17
Oceanridge Limited
1,017,050
0.480%
18
Seven Bob Investments Pty Ltd
800,000
0.377%
19
Gadavi Pty Ltd
660,000
0.311%
20
Emerald Shares Pty Limited
650,000
0.307%
201,685,269
95.108%
Ordinary Shares
Ordinary Shares
In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not elsewhere disclosed in this Annual Report. The information
provided is current as at 23 September 2024.
Unquoted Options
Warrants
212,059,130
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Oldfields Holdings Limited
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F. Voting Rights
The voting rights attaching to each class of equity securities are set out below:
Ordinary shares:
Unquoted options:
No right to vote.
Warrants:
No right to vote.
G. On-Market Buy Back
There is no current on-market buy back.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
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Oldfields Holdings Limited
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Corporate Directory
Directors
Share Register
Mr Michael Emanuel Micallef
Boardroom Pty Ltd
Chief Executive Officer and Managing Director
Level 12, 225 George Street
Mr Jonathan William Doy (resigned on 24 November 2023)
Sydney NSW 2000
Independent Non-Executive Director and Chairman
1300 737 760 (in Australia)
Mr Joseph Screnci
www.boardroomlimited.com.au
Independent Non-Executive Director and Chairman
Mr David John Baird
Stock Exchange Listing
Independent Non-Executive Director
Oldfields Holdings Limited (ASX Code: OLH)
Mr James Stavroulakis (appointed on 24 November 2023)
Independent Non-Executive Director
Registered Office and Principal Place of Business
Mr Frank Lesko (appointed on 24 November 2023)
25 Helles Avenue
Independent Non-Executive Director
Moorebank NSW 2170
Mr Jie Ma
1300 306 888
Non-Executive Director
Auditor
Company Secretary
BDO Audit Pty Ltd
Mr Ka Lung Alan Lee (resigned on 27 May 2024)
Level 11, 1 Margaret Street
Ms Natalie Climo (appointed on 27 May 2024)
Sydney NSW 2000
Notice of Annual General Meeting
Website
www.oldfields.com.au
The date, time and place of the Annual General
Meeting of Oldfields Holdings Limited is to be
confirmed.
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Oldfields Holdings Limited
30 June 2024
For personal use only