Oliver's Real Food Limited
ABN 33 166 495 441
Annual Report - 30 June 2024
Oliver's Real Food Limited
Contents
30 June 2024
1
Chairman's letter
2
Chief Executive Officer's letter
4
Directors' report
7
Auditor's independence declaration
17
Statement of profit or loss and other comprehensive income
18
Statement of financial position
19
Statement of changes in equity
20
Statement of cash flows
21
Notes to the financial statements
22
Consolidated entity disclosure statement
53
Directors' declaration
55
Independent auditor's report to the members of Oliver's Real Food Limited
56
Shareholder information
60
Corporate directory
62
2
Letter from the Chairman
The company closed the 2024 financial year with a statutory loss of $2.3
million. Despite this being our second-best result over the last 5 years, it is a
disappointing outcome following a positive turnaround in 2023.
The Board and management are committed to returning the company to
profit through a rigorous focus on reducing costs and driving sales growth,
while delivering on the core promise of fast food you can feel good about.
As announced on 29 August 2024, the key factors which have impacted our
financial performance include:
•
Investment in Pheasants Nest stores
•
Increased competition at Wyong
•
Increased operating costs without sufficient sales growth across the
network
•
Impairments
Pheasants Nest
The investment into Pheasants Nest is vital for the growth of the business. Pheasants Nest South is now our third-
highest revenue store behind Wyong North and Wyong South. Our presence at this key location also maintains our
strong long-term relationship with Ampol.
The centres have taken longer to become established as a preferred service centre south of Sydney, resulting in
sales initially being below expectations. Original forecasts for Pheasants Nest were based on our experience with
Wyong trading and data regarding traffic movements on the Hume Highway. While Average Transaction Value
(ATV) at Pheasants Nest is comparable with other stores, customer numbers are below expectations. This is
particularly the case at the Northbound site which, given its inbound proximity to Sydney, is generally trading at a
lower level – we believe this is an issue impacting all QSR operators at this site.
The management team is addressing sales activity at these two stores as a matter of priority, primarily via a
rejuvenated marketing campaign. We remain optimistic about their contribution to the success of Oliver’s.
Wyong
Wyong North transitioned from a stand-alone store to a service centre location and continues to operate solidly in
that environment. While transactions initially declined, they are now ahead of last year. ATV however is lower as the
sales mix has changed, and this is a challenge management is addressing.
Wyong South remains a stand-alone store and has been impacted by increased competition from the adjoining
service centre. While our sales were subdued after the refurbished service centre opened, we are now seeing
Southbound results picking up.
What is undeniable is that there is greater competition at both sites but we welcome the challenge this competition
brings, and we remain very confident that these stores will continue to deliver significant returns in the years ahead.
Increased operational costs
Company-wide we have faced and continue to face increases in the costs of doing business including wages (and
the consequent increase in on-costs) and store running expenses, notably utilities. While same-store sales growth
in FY2024 of 2.25% was encouraging, it was insufficient to cover these increased costs.
In light of these challenges, we have further reviewed each store’s performance with a very clear focus on
sustainable cash generation. For stores not currently generating positive cashflow, we assessed the feasibility of
cashflow improvement, given the store’s location and realistic predictions of sales growth. This analysis has
resulted in some difficult decisions and as previously announced, has led to the closure of our Lithgow and Coffs
Harbour stores.
The Board and management team are very aware, despite the current subdued economic conditions, that the
current financial returns are below expectations. The CEO letter provides more detail on management’s strategies
to boost sales across all stores, reduce costs and invest in our marketing activities.
3
Impairments
The FY2024 numbers included $520k in impairments. $320k of these related to the closure of Lithgow and Coffs
Harbour stores. In the case of Lithgow, the store was consistently losing money and an outlier in the network. In the
case of Coffs Harbour, the lease has less than one year to run and with the M1 Coffs Harbour by-pass soon to
open, continuing to trade was deemed commercially unviable.
The additional impairment of $200k was due to our review of impairment indicators of the remaining stores, and the
identification of two stores requiring additional impairment due to current underperformance at those stores.
Against this, our network continues to include high value sites – especially our Wyong stores.
In conclusion
After a challenging FY2024, we are committed to a campaign of reviewing and reducing key operational costs with
some significant efficiencies in the year ahead. A leaner, decentralised organisation focused on driving revenue in
cash-positive stores, with increased marketing budget to drive substantial sales growth will underpin the next
twelve months at Oliver’s.
I thank and acknowledge the efforts of our CEO, Natalie Sharpe, the management team, and all employees across
our store network. The economic environment is challenging but our future success and the result we achieve will
be due to the continued dedication of every employee.
I conclude by thanking my fellow Board members for the contribution and support. I especially take this opportunity
to thank Ben Williams, who resigned from the Board in July 2024. I acknowledge his valuable input as a Board
member and the opportunity to tap into his experience in the QSR market and I know he remains keenly interested
in Oliver’s and our success.
Martin Green
Chairman
4
Letter from the CEO
Dear fellow Shareholders,
FY24 was challenging. Increased outgoings, additional competition at Wyong
and initial Pheasants Nest store performance, which was below expectations,
contributed to a net loss in FY24 of $2.3 million (FY23 profit $5.9 million).
Net impairments were $520k (FY23 $Nil). Write back on lease liabilities were
Nil (FY23 $6.4 million) due to store closures at Geelong North and South,
Peninsula Inbound and Outbound, and Eastlink Inbound and Outbound in
2023.
Overall EBITDAI, removing the effect of the impairments, was $1.7 million
(FY23 $2.8 million).
Recognising the challenging environment management remained focused on
our strategic priorities of improving operational efficiencies and enhancing the
customer experience.
Our commitment to these priorities has resulted in a leaner operating model and has strengthened our foundations
for growth. In addition, important financially strategic decisions have been actioned to ensure that we remain
competitive and resilient in the ever-changing market.
I outline here our FY24 strategic priorities, outcomes and plans to drive growth in FY25.
Improve operational efficiencies
Improving operational efficiencies was a key priority during FY24. Our initiatives focused on menu development,
new equipment, organisational restructure and store consolidation.
Menu and equipment
Menu development was aimed at maximising efficiencies across our core product and ingredient lines. With the
use of sales and customer feedback data, we consolidated our menu offering and resulting ingredient lines. This
has had a positive impact on both increasing revenue and streamlining logistics.
For new products, we looked to utilise existing ingredient lines. Our new warm bowls range has helped to expand
our lunch and dinner offering as well as including more nutritious items for those with special dietary needs. Our
Mexican Chicken Bowl is now one of our highest selling menu lines across the lunch and dinner segments.
Along with the menu development, new kitchen equipment was rolled out across the store network to assist with
speed of service and product consistency.
Organisational structure
Changes to our organisational structure during FY24, but particularly over the last quarter of the financial year, saw
us move to a more decentralised management model with emphasis on the Business Support Manager (BSM) role.
The revised BSM roles are designed to strengthen communication channels between management and our in-
store teams, identify and resolve issues within the network with greater efficiency, reinforce store sales KPIs, and
enhance our workplace culture and customer experience.
The BSM’s also assisted with the implementation of new customer service standards across the store network from
April 2024, solidifying our commitment to providing exceptional customer service.
5
Store closures
Following careful analysis and evaluation of many aspects of the business, including product range, company
structure and our store network, we decided to close three stores. Hexham closed in March, Lithgow in July and we
recently announced Coffs Harbour will close in October.
These initiatives were necessary for our long-term success and to better streamline the business for future
opportunities. Our immediate focus remains on strengthening the performance of our current store network before
considering other growth opportunities.
Enhanced customer experience
Store refresh
Oliver’s is committed to providing quality real food. It is important that our commitment to quality is reflected across
all aspects of the business.
The refresh of our Wyong Northbound store and opening of our two new sites at Pheasants Nest during FY24 gave
us the opportunity to set the standard for future Oliver’s stores. The updated store design and uniforms reflects a
modern, clean and fresh look with natural tones which aligns with our quality real food offering.
Tech upgrades
Upgrades to our IT ecosystem during FY24 has been an important part of strengthening the foundations of the
business and improving customer experience.
New POS software and hardware were rolled out across the network to improve reliability, speed of service, and
functionality. A new Kiosk application and App were also adopted and implemented to provide a better user
experience. Pleasingly, we have seen an increased uptake of these sales channels.
Kiosk sales as a proportion of total net sales increased from 9.07% to 13.53% compared to the corresponding
period in FY23. App registrations have grown steadily since the launch in late March. This is a good result as Kiosk
sales deliver higher ATV compared to POS transactions, and the App channel enables more targeted marketing
efforts and helps us drive value to our customers.
Overall, the new technology is more dynamic, allowing us to shape a solution that is fit for purpose and will serve
our customers now and into the future.
The road ahead: Driving sales growth
With stronger operational and technological foundations, the key focus for FY25 is to drive sales growth across the
existing store network.
Our strategy will utilise in-store and digital marketing initiatives to create brand awareness, attract new customers,
emphasise our value proposition and drive loyalty.
A robust digital strategy will form a key part of our marketing plans in FY25. Google Waze and Meta advertising will
be employed to drive brand awareness and increase customer count.
A trial of this strategy at our Maryborough store in late FY24 yielded promising results with a 15.6% increase in net
sales compared to the same period last year. We will now extend this digital strategy across the network.
Marketing plans in FY25 will be further strengthened by an increased social media presence, including value-add
videos and influencer engagement, cross store promotions, signage upgrades and expanding our strategic
partnerships.
We are focused on improving our value proposition over the coming months. In particular, the App will be used to
drive value to our customers, through special offers and discounts, and to build loyalty.
6
A revised and improved food-to-go offering will help to enhance value perception in-store and deliver on our
promise of ‘fast food you can feel good about’. While most Australian QSRs focus on their restaurant offering, we
see food-to-go as a clear competitive advantage for the business which can be further leveraged to drive growth.
I would like to take this opportunity to thank Martin Green and the Board for their ongoing support. I would also like
to thank my management team and all Oliver’s staff who have embraced much change over this year and remain
as passionate and dedicated as ever to drive Oliver’s forward.
Natalie Sharpe
CEO
natalie.sharpe@olivers.com
Oliver's Real Food Limited
Directors' report
30 June 2024
7
The directors present their report, together with the financial statements, on the consolidated entity (referred to
hereafter as the 'consolidated entity') consisting of Oliver's Real Food Limited (referred to hereafter as the 'company'
or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2024.
Directors
The following persons were directors of Oliver's Real Food Limited during the whole of the financial year and up to
the date of this report, unless otherwise stated:
Martin Green
Non-Executive Chairman
Steven Metter
Non-Executive Director
Kathryn Gregg
Non-Executive Director
Benjamin Williams
Non-Executive Director (Resigned 12 July 2024)
Principal activities
During the financial year the principal continuing activities of the consolidated entity consisted of the provision of fast-
food services specialising in delicious, nutrient dense meals, designed with the customers' wellbeing in mind.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The revenue for the consolidated entity amounted to $26,666,335 (2023: $24,904,830) an increase of 7.1% from the
previous reporting period.
2024
2023
Change
Change
$
$
$
%
Revenue
26,666,335
24,904,830
1,761,505
7.1%
The loss for the consolidated entity after providing for income tax amounted to $2,313,007 (30 June 2023: profit of
$5,891,237).
A reconciliation between loss after income tax, earnings before interest, taxes, depreciation and amortisation
('EBITDA')* and Earnings before interest, taxes, depreciation and amortisation and impairments ('EBITDAI')* is set
out below:
2024
2023
Change
Change
$
$
$
%
Net profit/(loss) after tax
(2,313,007)
5,891,237
(8,204,244)
(139.3%)
Add: Depreciation and amortisation expenses
2,043,097
2,140,850
(97,753)
(4.6%)
Add: Finance costs
1,475,392
1,201,964
273,428
22.7%
Less: Interest revenue
(6,775)
(3,052)
(3,723)
122.0%
Add: Writeback of liability on termination on property lease
-
(6,416,115)
6,416,115
(100.0%)
EBITDA*
1,198,707
2,814,884
(1,616,177)
(57.4%)
Add: Impairment of assets
520,359
-
520,359
-
EBITDAI*
1,719,066
2,814,884
(1,095,818)
(38.9%)
*
EBITDA and EBITDAI are financial measures which are not prescribed by the Australian Accounting Standards
('AAS') and represent the profit/loss under AAS adjusted for specific non-cash and significant items not expected
to recur between periods. The directors consider EBITDAI to reflect the core earnings of the consolidated entity.
Going concern
The directors have prepared the financial statements on the basis that the consolidated entity is a going concern.
Refer to note 2 to the financial statements for further information. The auditor has obtained sufficient appropriate
audit evidence regarding the appropriateness of management’s use of the going concern basis of accounting but has
drawn attention to a material uncertainty in relation to going concern as disclosed within note 2 of the financial
statements and accordingly within the audit report.
Oliver's Real Food Limited
Directors' report
30 June 2024
8
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
Mr Ben Williams (non-executive director), who joined the Company on 9 December 2022, resigned from the Board
effective 12 July 2024.
Closure of Company Stores
The company's Lithgow store closed on 29 July 2024.
The Coffs Harbour store is scheduled to close on 14 October 2024.
The lenders have granted a 12-month interest moratorium on all $4.91 million unsecured debt, backdated to 1 July
2024, which will provide an additional $358k in working capital.
The lenders extended the maturity and repayment schedules of the secured loan and unsecured line of credit facilities
by 12 months.
An additional $1.4 million in an unsecured debt facility has been provided by Michael Gregg and the facility is
repayable on or before 31 December 2025. To date, $850,000 of the facility has been drawn down. The lender has
agreed, subject to shareholder approval at the AGM, to convert the $1.4 million facility into equity at $0.014 per share.
This is a premium to the current share price ($0.010 - closing price on 23 September 2024). Should the debt
conversion not be approved, then this amount will be considered as debt with interest charged at 7.3% p.a., with
repayment due 31 December 2025.
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly
affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs
in future financial years.
Likely developments and expected results of operations
FY2025 outlook
The high interest rates, utility price increases as well as the general cost of living pressures, have impacted customer
sentiments and discretionary spending which have impacted sales in FY2024. We anticipate continued weak
consumer sentiment in FY2025 but as noted in the CEO’s letter, management have put into place additional
measures to improve sales and reduce costs. Improving same store sales will be a key focus and ensuring that all
stores are cash-flow positive. Increased marketing initiatives including social media campaigns and further
enhancement of App promotions are now underway. The consolidated entity is also taking steps to further improve
its gross margins by streamlining our product mix and improving logistics with the aim to lower our cost of goods.
Material business risks
The following is a summary of material business risks that could adversely affect the consolidated entity's financial
performance and growth potential in future years and how it may mitigate such risks.
Macroeconomic risks
As purchases of food from Quick Service Restaurants are discretionary for many customers, the consolidated entity’s
financial performance can be impacted by reduced customer spending due to current and future economic conditions
which it cannot control, such as increases in interest rates and inflation.
Further, there is a risk that the consolidated entity may be unable to deliver returns in accordance with its capital
expenditure programme as a result of: underperformance of stores; changes to landlord approvals or rental terms;
an inability to locate suitable sites for new stores; insufficient availability of professional builders to construct and
develop new stores; or management demands reducing ability to execute defined strategies.
Identification of new sites and renewal of existing sites
The consolidated entity will not consider new sites until the business returns to profitability and is cashflow positive.
For existing stores, the consolidated entity cannot guarantee that the lease will be renewed at the end of the term
resulting in the consolidated entity exiting a particular site.
Oliver's Real Food Limited
Directors' report
30 June 2024
9
Supply chain security
There is a risk of material disruption to the supply of fresh food and other packaged goods due to a natural disaster
such as flooding or widespread disease to crops or livestock. Such an event could potentially have significant
consequences for all stores, including loss of revenue, potential brand damage and increased costs from alternative
arrangements.
Regulatory compliance, food safety and sanitation
The consolidated entity is subject to a number of Australian laws and regulations such as food hygiene laws, privacy
laws and those relating to workplace health and safety. The consolidated entity maintains sufficient internal controls
to ensure continued compliance. However, there is a risk that a serious food safety incident could occur at one of our
sites, as a result of operational lapse in procedures or malicious tampering, which may result in: a loss of revenue
and brand reputation; closure of site where the incident occurred; and the payment to affected individuals of
compensation and to the food authorities of a penalty or fine.
Environmental risks
The consolidated entity is subject to a number of environmental risks, including climate change, water scarcity and
waste management. The consolidated entity's operations are exposed to the risks of climate change, including
changes in weather patterns, sea level rise, and extreme weather events. These risks could have a significant impact
on its operations, supply chain, and financial performance. The consolidated entity's operations are also exposed to
the risks of water scarcity. This could lead to increased costs for water and disruptions to operations. Finally the
consolidated entity's operations generate a significant amount of waste. This could lead to environmental damage,
regulatory fines, and reputational risks.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or
State law.
Information on directors
Name:
Martin Green
Title:
Chairman (appointed 4 April 2022) and Non-Executive Director (appointed 22
January 2021)
Qualifications:
Associate Diploma of Business (Accounting)
Experience and expertise:
Martin is Managing Director and Chief Executive Officer and minority shareholder
of Gelba Group of Companies, a position held since August 2005. The family
business was incorporated in August 1929 and today runs two contract packing
manufacturing facilities employing 60 staff supplying portion-controlled products
for the retail, catering and hospitality industries. In addition to this activity Gelba
has investments in property, listed and unlisted companies.
Other current directorships:
None
Former directorships (last 3
years):
None
Special responsibilities:
Chairman
Interests in shares:
91,735,346 held indirectly
Interests in options:
None
Oliver's Real Food Limited
Directors' report
30 June 2024
10
Name:
Steven Metter
Title:
Non-Executive Director (appointed 11 March 2019)
Qualifications:
B.Com (University of Witwatersrand – “Wits”); H.Dip Acc (Wits); B.Acc (Wits);
Chartered Accountant (South Africa); Chartered Accountant (Australia and New
Zealand) and Member National Institute of Accountants.
Experience and expertise:
Steven is a qualified Chartered Accountant and a management accountant with a
36 year history as a business recovery specialist. He has extensive successful
business interests in hospitality, as a major shareholder in a Melbourne based
400 set restaurant, and has acted as a financial consultant in Australia, South
Africa and the USA.
Other current directorships:
None
Former directorships (last 3
years):
None
Special responsibilities:
None
Interests in shares:
6,666,667 ordinary shares
Interests in options:
None
Name:
Kathryn Gregg
Title:
Non-Executive Director (appointed 4 April 2022)
Qualifications:
Bachelor of Business - International Marketing (University of Technology Sydney);
Diploma of Public relations (New York University)
Experience and expertise:
Kathryn's background is in sales and marketing and has extensive commercial
background in retail and travel-related businesses. She is the representative of
the Gregg family, the company's largest shareholder and principal lender.
Other current directorships:
None
Former directorships (last 3
years):
None
Special responsibilities:
None
Interests in shares:
92,427,516 held directly and indirectly
Interests in options:
None
Name:
Benjamin (Ben) Williams
Title:
Non-Executive Director (Appointed on 9 December 2022; Resigned 12 July 2024)
Qualifications:
Bachelor of Business - Bond University Queensland.
Experience and expertise:
Ben has almost two decades’ experience as a franchise owner of well-known and
highly respected retail and Quick Service Restaurant (QSR) businesses, including
nine years as a franchisee of KFC. Prior to KFC, Ben was a franchisee of Shaver
Shop for nine years. Before moving into franchise ownership, he worked in
institutional banking in London, Sydney and Melbourne.
Other current directorships:
None
Former directorships (last 3
years):
None
Interests in shares:
Nil
Interests in options:
Nil
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships
of all other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and
excludes directorships of all other types of entities, unless otherwise stated.
Company secretary
Robert Lees (appointed 30 June 2021) is a member of the Chartered Accountants Australia and New Zealand and a
Fellow of the Governance Institute of Australia. He is a graduate of the University of Technology, Sydney, holding a
Bachelor of Business (Accounting) and a Graduate Diploma in Data Processing. He also holds a Graduate Diploma
in Corporate Governance. In the last two decades he has provided company secretarial services to ASX and NSX
listed companies.
Oliver's Real Food Limited
Directors' report
30 June 2024
11
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2024,
and the number of meetings attended by each director were:
Full Board
Audit and Risk Committee
Attended
Held
Attended
Held
Martin Green
13
13
3
3
Steven Metter
13
13
3
3
Kathryn Gregg
12
13
-
-
Ben Williams
13
13
-
-
Held: represents the number of meetings held during the time the director held office.
The Nomination and Remuneration Committee function was undertaken as part of the full Board meeting and
therefore consists of the whole board.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated
entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
Principles used to determine the nature and amount of remuneration
●
Details of remuneration
●
Service agreements
●
Share-based compensation
●
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is
competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement
of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best
practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the
following key criteria for good reward governance practices:
●
competitiveness and reasonableness;
●
acceptability to shareholders;
●
performance linkage / alignment of executive compensation; and
●
transparency.
The Nomination and Remuneration Committee, which is comprised of the full board of directors, is responsible for
determining and reviewing remuneration arrangements for its directors and executives of which such responsibilities
are fulfilled as part of the ordinary board meetings throughout the year. The performance of the consolidated entity
depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain
high performance and high quality personnel.
The reward framework is designed to align executive reward to shareholders' interests. The Board has considered
that it should seek to enhance shareholders' interests by:
●
having economic profit as a core component of plan design;
●
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and
delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers
of value; and
●
attracting and retaining high calibre executives.
Additionally, the reward framework should seek to enhance executives' interests by:
●
rewarding capability and experience;
●
reflecting competitive reward for contribution to growth in shareholder wealth; and
●
providing a clear structure for earning rewards.
Oliver's Real Food Limited
Directors' report
30 June 2024
12
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors' remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive
directors' fees and payments are reviewed annually by the Nomination and Remuneration Committee. The
Nomination and Remuneration Committee may, from time to time, receive advice from independent remuneration
consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market. The
chairman's fees are determined independently to the fees of other non-executive directors based on comparative
roles in the external market. The chairman is not present at any discussions relating to the determination of his own
remuneration.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general
meeting. The most recent determination was at the Annual General Meeting held on 29 November 2019, where the
shareholders approved a maximum annual aggregate remuneration of $500,000.
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
●
base pay and non-monetary benefits;
●
short-term performance incentives;
●
long-term performance incentives; and
●
other remuneration such as superannuation and long service leave.
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by
the Nomination and Remuneration Committee based on individual and business unit performance, the overall
performance of the consolidated entity and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to the consolidated entity and provides additional value to the
executive.
The short-term incentives ('STI') program is designed to align the targets of the business units with the performance
hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance
indicators ('KPI's') being achieved. KPI's include profit contribution, customer satisfaction, leadership contribution and
product management. These targets and KPIs were chosen because the Nomination and Remuneration Committee
considers that these best reflect the main drivers of short-term performance.
The long-term incentives ('LTI') are granted in the form of share-based payments. Shares are awarded to executives
over a period of three years based on long-term incentive measures. These include increase in shareholders' value
relative to the entire market and the increase compared to the consolidated entity's direct competitors. The
Nomination and Remuneration Committee reviewed the long-term equity-linked performance incentives specifically
for executives during the year ended 30 June 2024.
No STI's or LTI's have been paid or issued during the current or previous financial years.
Consolidated entity performance and link to remuneration
Remuneration for certain individuals is directly linked to the performance of the consolidated entity. A portion of cash
bonus and incentive payments are dependent on defined earnings per share targets being met. The remaining portion
of the cash bonus and incentive payments are at the discretion of the Nomination and Remuneration Committee.
Oliver's Real Food Limited
Directors' report
30 June 2024
13
Details of the earnings and profitability for the last five years are as follows:
Revenue
EBITDA
Net
profit/(loss)
after tax
$
$
$
2024
26,666,335
1,198,707
(2,313,007)
2023
24,904,830
2,814,884
5,891,237
2021
28,177,980
(1,952,548)
(9,284,867)
2020
28,535,455
(10,307,809) (17,506,369)
2019
34,956,925
(13,084,182) (15,661,501)
The Nomination and Remuneration Committee is of the opinion that the continued improved results can be attributed
in part to the adoption of performance based compensation and is satisfied that this improvement will continue to
increase shareholder wealth, if it can be maintained over the coming years.
Share-based remuneration
The consolidated entity does not provide any share-based remuneration.
Use of remuneration consultants
During the financial year ended 30 June 2024, the consolidated entity did not engage any remuneration consultants.
Voting and comments made at the company's Annual General Meeting ('AGM')
At the 28 November 2023 AGM, 97.3% of the votes received supported the adoption of the remuneration report for
the year ended 30 June 2023. The company did not receive any specific feedback at the AGM regarding its
remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following
tables.
The key management personnel of the consolidated entity consisted of the following directors of Oliver's Real Food
Limited:
●
Martin Green
●
Steven Metter
●
Kathryn Gregg
●
Benjamin Williams - (resigned 12 July 2024)
And the following persons:
●
Natalie Sharpe - Chief Executive Officer (appointed 21 December 2022)
●
Robert Ross-Edwards - Chief Financial Officer (resigned 20 June 2024)
●
Tammie Phillips - Former Chief Executive Officer (resigned 21 December 2022)
Oliver's Real Food Limited
Directors' report
30 June 2024
14
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash
salary
Directors
Non-
Super-
Long
service
Equity-
and fees
fees
monetary
annuation
leave
settled
Total
2024
$
$
$
$
$
$
$
Non-Executive Directors1:
Martin Green
-
50,004
-
-
-
-
50,004
Steven Metter
-
65,004
-
-
-
-
65,004
Kathryn Gregg
-
50,004
-
-
-
-
50,004
Benjamin Williams
-
65,002
-
-
-
-
65,002
Other Key Management
Personnel:
Natalie Sharpe
200,000
-
-
22,000
-
-
222,000
Robert Ross-Edwards
220,000
-
-
24,200
-
-
244,200
420,000
230,014
-
46,200
-
-
696,214
1
Directors fees unpaid at 30 June 2024 $161,834
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash
salary
Directors
Non-
Super-
Long
service
Equity-
and fees
fees
monetary
annuation
leave
settled
Total
2023
$
$
$
$
$
$
$
Non-Executive Directors4:
Martin Green
-
40,008
-
-
-
-
40,008
Steven Metter
-
40,008
-
-
-
-
40,008
Kathryn Gregg
-
40,008
-
-
-
-
40,008
Benjamin Williams1
-
22,370
-
-
-
-
22,370
Other Key Management
Personnel:
Natalie Sharpe2
162,744
-
-
17,088
-
-
179,832
Robert Ross-Edwards
208,333
-
-
21,875
-
-
230,208
Tammie Phillips3
147,381
-
-
8,511
-
-
155,892
518,458
142,394
-
47,474
-
-
708,326
1
Benjamin William's remuneration from date of appointment 9 December 2022 to 30 June 2023
2
Natalie Sharpe's remuneration from 1 July 2022 to 30 June 2023, including being CEO from 21 December
2022 to 30 June 2023
3
Tammie Phillips' remuneration from 1 July 2022 to date of resignation 21 December 2022, other short-term
benefits include consultant fees of $64,048 paid after termination.
4
Directors fees unpaid at 30 June 2023 $106,014
Oliver's Real Food Limited
Directors' report
30 June 2024
15
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Natalie Sharpe
Title:
Chief Executive Officer
Agreement commenced:
21 December 2022
Term of agreement:
No fixed term. Termination: three months in writing. The company may terminate
employment without payment in lieu of notice in circumstances involving serious
or wilful misconduct
Details:
Annual remuneration including cash salary, superannuation and non-cash
benefits of $222,000.
Name:
Robert Ross-Edwards
Title:
Chief Financial Officer
Agreement commenced:
2 December 2020
Term of agreement:
No Fixed Term. Termination: three months in writing. The company may terminate
employment without payment in lieu of notice in circumstances involving serious
or wilful misconduct
Details:
Annual remuneration including cash salary, superannuation and non-cash
benefits of $244,200.
Mr Ross-Edwards has resigned effective 20 September 2024.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
No STI's or LTI's have been offered or issued to key management personnel during the current year.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the
year ended 30 June 2024.
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2024.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below:
Balance at
Received
Balance at
the start of
as part of
Disposals/
the end of
the year
remuneration
Additions
other
the year
Ordinary shares
Martin Green
87,691,544
-
4,043,802
-
91,735,346
Steven Metter
6,666,667
-
-
-
6,666,667
Kathryn Gregg
87,327,516
-
5,100,000
-
92,427,516
Natalie Sharpe
-
-
480,415
-
480,415
Robert Ross-Edwards
100,000
-
-
-
100,000
181,785,727
-
9,624,217
-
191,409,944
This concludes the remuneration report, which has been audited.
Shares under option
There were no unissued ordinary shares of Oliver's Real Food Limited under option outstanding at the date of this
report.
Oliver's Real Food Limited
Directors' report
30 June 2024
16
Shares issued on the exercise of options
There were no ordinary shares of Oliver's Real Food Limited issued on the exercise of options during the year ended
30 June 2024 and up to the date of this report.
Shares under warrants
There were nil warrants outstanding at the date of this report.
Shares issued on the exercise of warrants
There were no ordinary shares of Oliver's Real Food Limited issued on the exercise of warrants during the year
ended 30 June 2024 and up to the date of this report.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives
of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of
the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the
company or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the company, or to 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 part of those proceedings.
Non-audit services
There were no non-audit services provided during the financial year by the auditor (2023: nil).
Officers of the company who are former partners of Grant Thornton Audit Pty Ltd
There are no officers of the company who are former partners of Grant Thornton Audit Pty Ltd.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set
out immediately after this directors' report.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations
Act 2001.
On behalf of the directors
___________________________
Martin Green
Chairman
30 September 2024
Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
Locked Bag Q800
Queen Victoria Building NSW
1230
T +61 2 8297 2400
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Auditor’s Independence Declaration
To the Directors of Oliver’s Real Food Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of Oliver’s Real Food Limited for the year ended 30 June 2024, I declare that, to the best of my knowledge and
belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
P J Woodley
Partner – Audit & Assurance
Sydney, 30 September 2024
17
Oliver's Real Food Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2024
Consolidated
Note
2024
2023
$
$
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
18
Revenue
5
26,666,335
24,904,830
Other income
6
70,800
223,231
Interest revenue calculated using the effective interest method
6,775
3,052
Expenses
Raw materials and consumables used
(9,824,180)
(9,245,769)
Employee benefits expense
(10,427,024)
(8,925,823)
Depreciation and amortisation expense
7
(2,043,097)
(2,140,850)
Impairment of assets
7,23
(520,359)
-
(Loss)/profit on disposal of assets
-
25,363
Administration expenses
(2,281,156)
(2,319,122)
Writeback of lease liability on lease termination
-
6,416,115
Store-facility occupancy expenses
(2,485,709)
(1,867,376)
Fair value gain on derivatives
25
-
19,550
Finance costs
7
(1,475,392)
(1,201,964)
(Loss)/profit before income tax expense
(2,313,007)
5,891,237
Income tax expense
8
-
-
(Loss)/profit after income tax expense for the year attributable to the
owners of Oliver's Real Food Limited
(2,313,007)
5,891,237
Other comprehensive income for the year, net of tax
-
-
Total comprehensive (loss)/income for the year attributable to the owners
of Oliver's Real Food Limited
(2,313,007)
5,891,237
Cents
Cents
Basic earnings per share
21
(0.52)
1.50
Diluted earnings per share
21
(0.52)
1.34
Oliver's Real Food Limited
Statement of financial position
As at 30 June 2024
Consolidated
Note
2024
2023
$
$
The above statement of financial position should be read in conjunction with the accompanying notes
19
Assets
Current assets
Cash and cash equivalents
9
459,601
275,938
Trade and other receivables
10
88,072
100,421
Inventories - stock on hand
314,767
454,438
Other assets
11
123,190
102,885
Total current assets
985,630
933,682
Non-current assets
Term deposits
446,365
311,525
Property, plant and equipment
12
4,057,775
2,295,186
Right-of-use assets
13
8,814,818
5,333,193
Intangibles
14
350,531
409,000
Other assets
11
102,812
102,062
Total non-current assets
13,772,301
8,450,966
Total assets
14,757,931
9,384,648
Liabilities
Current liabilities
Trade and other payables
15
4,139,604
3,467,629
Borrowings
16
1,499,238
1,468,346
Lease liabilities
17
2,394,509
1,450,035
Employee benefits
367,149
296,678
Total current liabilities
8,400,500
6,682,688
Non-current liabilities
Borrowings
16
10,985,000
7,504,002
Lease liabilities
17
12,626,511
10,190,800
Employee benefits
109,004
84,954
Provisions
18
270,477
242,758
Total non-current liabilities
23,990,992
18,022,514
Total liabilities
32,391,492
24,705,202
Net liabilities
(17,633,561) (15,320,554)
Equity
Issued capital
19
36,061,382
36,061,382
Accumulated losses
(53,694,943) (51,381,936)
Total deficiency in equity
(17,633,561) (15,320,554)
Oliver's Real Food Limited
Statement of changes in equity
For the year ended 30 June 2024
The above statement of changes in equity should be read in conjunction with the accompanying notes
20
Issued
capital
Accumulated
losses
Total
deficiency
in equity
Consolidated
$
$
$
Balance at 1 July 2022
34,061,382
(57,273,173) (23,211,791)
Profit after income tax expense for the year
-
5,891,237
5,891,237
Other comprehensive income for the year, net of tax
-
-
-
Total comprehensive income for the year
-
5,891,237
5,891,237
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 19)
2,000,000
-
2,000,000
Balance at 30 June 2023
36,061,382
(51,381,936) (15,320,554)
Issued
capital
Accumulated
losses
Total
deficiency
in equity
Consolidated
$
$
$
Balance at 1 July 2023
36,061,382
(51,381,936) (15,320,554)
Loss after income tax expense for the year
-
(2,313,007)
(2,313,007)
Other comprehensive income for the year, net of tax
-
-
-
Total comprehensive loss for the year
-
(2,313,007)
(2,313,007)
Balance at 30 June 2024
36,061,382
(53,694,943) (17,633,561)
Oliver's Real Food Limited
Statement of cash flows
For the year ended 30 June 2024
Consolidated
Note
2024
2023
$
$
The above statement of cash flows should be read in conjunction with the accompanying notes
21
Cash flows from operating activities
Receipts from customers (inclusive of GST)
29,116,440
25,991,061
Payments to suppliers (inclusive of GST)
(26,606,285) (24,276,088)
2,510,155
1,714,973
Interest received
6,775
3,052
Interest and other finance costs paid
(437,000)
(545,800)
Interest paid on lease liabilities
(590,573)
(450,966)
Net cash from operating activities
22
1,489,357
721,259
Cash flows from investing activities
Payments for property, plant and equipment
(2,865,325)
(228,148)
Payments for intangible assets
14
(55,314)
-
Payments for term deposits
(134,840)
-
Proceeds from disposal of property, plant and equipment
-
19,514
Proceeds from release of security deposits
-
17,270
Net cash used in investing activities
(3,055,479)
(191,364)
Cash flows from financing activities
Proceeds from borrowings
22
3,891,890
2,124,325
Principal repayments of lease liabilities
22
(1,762,105)
(2,453,294)
Repayment of borrowings
(380,000)
(150,372)
Net cash from/(used in) financing activities
1,749,785
(479,341)
Net increase in cash and cash equivalents
183,663
50,554
Cash and cash equivalents at the beginning of the financial year
275,938
225,384
Cash and cash equivalents at the end of the financial year
9
459,601
275,938
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
22
Note 1. General information
The financial statements cover Oliver's Real Food Limited (the 'company' or 'parent entity') as a consolidated entity
consisting of Oliver's Real Food Limited and the entities it controlled at the end of, or during, the year (collectively
referred to as the 'consolidated entity'). The financial statements are presented in Australian dollars, which is Oliver's
Real Food Limited's functional and presentation currency.
Oliver's Real Food Limited (ABN: 33 166 495 441) is a listed public company limited by shares, incorporated and
domiciled in Australia. Its registered office and principal place of business is:
Level 1, 5 Lenton Place, North Rocks, NSW 2151
A description of the nature of the consolidated entity's operations and its principal activities are included in the
directors' report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 30 September
2024. The directors have the power to amend and reissue the financial statements.
Note 2. Material accounting policy information
The accounting policies that are material to the consolidated entity are set out below. The accounting policies adopted
are consistent with those of the previous financial year, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by
the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption
of these Accounting Standards and Interpretations did not have any significant impact on the financial performance
or position of the consolidated entity.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
Going concern
The financial statements have been prepared on a going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and the discharge of liabilities in the normal course of business.
The consolidated entity made a loss after tax of $2,313,007 (2023: profit of $5,891,237) and net cash inflows from
operating activities of $1,489,357 (cash inflow 2023: $721,259) for the year ended 30 June 2024. As at 30 June 2024,
the statement of financial position reflected an excess of current liabilities over current assets of $7,414,870
(2023: $5,749,006).
The directors believe that it is appropriate to continue to adopt the going concern basis of preparation as the detailed
cash flow forecast prepared by management, using their best estimate assumptions, indicated the consolidated entity
will meet its ongoing compliance with its financial undertakings in the 12-month period to September 2025. This is
highly dependent on the ability of the business to operate in line with the detailed cash flow forecasts, the ongoing
support of key lenders and future market conditions which are out of the control of the consolidated entity and, as a
result, may be subject to change.
These factors indicate a material uncertainty which may cast significant doubt as to whether the consolidated entity
will continue as a going concern, and therefore whether it will realise its assets and extinguish its liabilities in the
normal course of business and at the amounts in these financial statements.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
23
However, the directors believe that the consolidated entity will be able to continue as a going concern, after
consideration of the following factors:
●
the consolidated entity has support from two major shareholders and its funders Michael and Suzanne Gregg
and Gelba Pty. Limited ('principal lenders') to ensure the consolidated entity can continue to meet its debts as
and when they fall due.
●
Since the end of the 2024 financial year, the Board and management have reduced the overheads of the
business, comprising the termination of 3 senior managers, as well as consolidating the menu, a focus on more
direct and strategic marketing and the closure of consistently under-performing stores. The positive impact of all
these changes will only begin in the second quarter of the 2025 financial year, and management estimates the
cash savings will amount to around $600k per annum.
●
Further, management continues to streamline our supply chain and logistics, and the Board anticipates further
cash savings in this area from the third quarter of 2025.
●
The Board has made several references to the two new stores opened in 2024 at Pheasants Nest. These stores
are strategically located on the highway in the Ampol Service Centres, and the expectation is that these locations
will increase their performance in the year ended 30 June 2025. The cash flow forecasts predict a conservative
increase in patronage, as the site becomes more familiar to travellers, and the company has recently
implemented a focussed marketing campaign specifically to direct more traffic to Pheasants Nest. Any
improvement in the performance of these stores will translate directly into an improved bottom line and an
increase in cash inflows.
●
The lenders have granted a 12-month interest moratorium on all $4.91 million unsecured debt, backdated to 1
July 2024, which will reduce interest costs by $358k in FY2025.
●
The lenders extended the maturity and repayment schedules of the secured loan and unsecured line of credit
facilities by 12 months.
●
An additional $1.4 million in an unsecured debt facility has been provided by Michael Gregg and the facility is
repayable on or before 31 December 2025. To date, $850,000 of the facility has been drawn down. The lender
has agreed, subject to shareholder approval at the AGM, to convert the $1.4 million facility into equity at $0.014
per share. This is a premium to the current share price ($0.010 - closing price on 23 September 2024). Should
the debt conversion not be approved, then this amount will be considered as debt with interest charged at 7.3%
p.a., with repayment due 31 December 2025.
●
The company has entered into a payment plan with the Australian Taxation Office ('ATO') for outstanding
liabilities.
Provided the consolidated entity achieves the commitments in the forecast and meet its legal obligations under the
terms of the loans, the lenders will continue to support the consolidated entity.
Should the above strategies and assumptions not materialise, there will be a material uncertainty whether the
consolidated entity can continue as a going concern. While acknowledging the situation, the Board points out that
the bulk of the factors mentioned above have either been implemented or are in the process of being implemented.
Based on the above, the directors are confident that the consolidated entity will meet its obligations and accordingly
have prepared the financial statements on a going concern basis.
Accordingly, no adjustments have been made to the financial statements relating to the recoverability and
classification of the asset carrying amounts or the amount and classification of liabilities that might be necessary
should the consolidated entity not continue as a going concern. At this time, the directors are of the opinion that no
asset is likely to be realised for an amount less than the amount at which it is recorded in the financial statements as
at the reporting date.
Basis of preparation
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 as issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for derivative financial
instruments.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
24
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated
entity only. Supplementary information about the parent entity is disclosed in note 31.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Oliver's Real Food
Limited as at 30 June 2024 and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an
entity when the consolidated entity 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 to direct the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from
the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of
the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency
with the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the non-controlling interest acquired is recognised
directly in equity attributable to the parent.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities
and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in
equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any
investment retained together with any gain or loss in profit or loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the
same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is
responsible for the allocation of resources to operating segments and assessing their performance.
Revenue recognition
The consolidated entity recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to
be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the
consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract;
determines the transaction price which takes into account estimates of variable consideration and the time value of
money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-
alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each
performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services
promised.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
25
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as
discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events.
Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement
of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent
that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.
The measurement constraint continues until the uncertainty associated with the variable consideration is
subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund
liability.
Sale of goods - retail
Revenue associated with the sale of goods is recognised when the performance obligation has been fulfilled and
control of the goods has been transferred to the customer, which occurs at the point of sale when the goods are
collected.
Royalty revenue
Revenue associated with continuing licensees is recognised at a point in time as sales with the licensee occur.
Revenue associated with these sales are invoiced on a monthly basis and payment is due in accordance with contract
due dates.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating
the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective
interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial asset to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Government grants
Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match
them with the costs that they are intended to compensate. Government grants are recognised when there is a
reasonable assurance that the grant will be received, and all attached conditions complied with. These grants include
BAC and CAC Training Grants from the New South Wales, Queensland and Victorian Governments and are
disclosed as other income in profit or loss.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where
applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied
when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively
enacted, except for:
●
when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability
in a transaction that is not a business combination and that, at the time of the transaction, affects neither the
accounting nor taxable profits; or
●
when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures,
and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse
in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date.
Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will
be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to
the extent that it is probable that there are future taxable profits available to recover the asset.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
26
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same
taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised
within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified
as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating
cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period;
or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
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.
Trade and 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.
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.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Inventories
Finished goods are stated at the lower of cost and net realisable value on a 'first in first out' basis. Cost comprises of
purchase and delivery costs, net of rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
remeasured to their fair value at each reporting date.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of
the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently
measured at either amortised cost or fair value depending on their classification. Classification is determined based
on both the business model within which such assets are held and the contractual cash flow characteristics of the
financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and
the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no
reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
27
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a
business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual
terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the loss
allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the
financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and
supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month
expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses
that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become
credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on
the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis
of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at
the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is
recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases,
the loss allowance reduces the asset's carrying value with a corresponding expense through profit or loss.
Property, plant and equipment
Plant and equipment are stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items. Land is not depreciated.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and
equipment (excluding land) over their expected useful lives as follows:
Leasehold improvements
3-25 years
Plant and equipment
3-20 years
Motor vehicles
2-5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
Leasehold improvements are depreciated over the term of the lease or the estimated useful life of the assets,
whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit
to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to
profit or loss.
Right-of-use assets
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.
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.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
28
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.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair
value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite
life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life
intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses
recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between
net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life
intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted
for prospectively by changing the amortisation method or period.
Software
Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their
expected benefit, being their finite useful life of between three to five years.
Reacquired rights
Reacquired rights represents the buyback of franchise territories are deferred and amortised over the period of the
remaining lease term.
Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's
carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use
is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to
the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are
grouped together to form a cash-generating unit.
Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the consolidated entity prior to the
end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost
and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Borrowings
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.
Lease liabilities
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 variable lease payments that do not depend on an index or a rate are expensed in the period in which they are
incurred.
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.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
29
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are
expensed in the period in which they are incurred.
Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of
a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can
be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the reporting date, taking into account the risks and
uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a
current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is
recognised as a finance cost.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to
be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the
liabilities are settled.
Other long-term employee benefits
The liabilities for annual leave and long service leave not expected to be settled within 12 months of the reporting
date are measured at the present value of expected future payments to be made in respect of services provided by
employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of
employee departures and periods of service. Expected future payments are discounted using market yields at the
reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible,
the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes,
the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date; and assumes that the transaction will take place
either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on
its highest and best use. Valuation techniques used to measure fair value are those that are appropriate in the
circumstances, and which maximise the use of relevant observable inputs and minimise the use of unobservable
inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects
the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date
and transfers between levels are determined based on a reassessment of the lowest level of input that is significant
to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is
either not available or when the valuation is deemed to be significant. External valuers are selected based on market
knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to
another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation
and a comparison, where applicable, with external sources of data.
Issued capital
Ordinary shares are classified as equity.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
30
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Oliver's Real Food 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
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.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is
not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset
or as part of the expense.
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 tax authority is included in other receivables or other payables in the statement
of financial position.
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 tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax
authority.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June
2024. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and
Interpretations, most relevant to the consolidated entity, are set out below.
AASB 18 ‘Presentation and Disclosure in Financial Statements’
This standard is applicable to annual reporting periods beginning on or after 1 January 2027, with early adoption
permitted. The standard replaces AASB 101 ‘Presentation of Financial Statements’, although many of the
requirements have been carried forward unchanged and is accompanied by limited amendments to the requirements
in AASB 107 ‘Statement of Cash Flows’. The standard requires income and expenses to be classified into five
categories: ‘Operating’ (residual category if income and expenses are not classified into another category),
‘Investing’, ‘Financing’, ‘Income taxes’ and ‘Discontinued operations’. The standard introduces two mandatory sub-
totals. ‘Operating profit’ and ‘Profit before finance and income taxes’. There are also new disclosure requirements for
‘management-defined performance measures’, such as earnings before interest, taxes, depreciation and
amortisation (‘EBITDA’) or ‘adjusted profit’. The standard provides and enhanced guidance on how to organise and
group information (aggregation and disaggregation) in the financial statements and whether to provide it in the
primary financial statements or in the notes. The consolidated entity will adopt this standard from 1 July 2027 and it
is expected that there will be a significant change in the layout of the statement of profit or loss.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
31
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts in the financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its
judgements, estimates and assumptions on historical experience and on other various factors, including expectations
of future events, management believes to be reasonable under the circumstances. The resulting accounting
judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to
the respective notes) within the next financial year are discussed below.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level
hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1:
Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable
judgement is required to determine what is significant to fair value and therefore which category the asset or liability
is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include
discounted cash flow analysis or the use of observable inputs that require significant adjustments based on
unobservable inputs.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life
intangible assets at each reporting date by evaluating conditions specific to the consolidated entity and to the
particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is
determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number
of key estimates and assumptions. Refer to note 23 for further details.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability.
Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or
purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when
ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances
that create an economical incentive to exercise an extension option, or not to exercise a termination option, are
considered at the lease commencement date. Factors considered may include the importance of the asset to the
consolidated entity's operations; comparison of terms and conditions to prevailing market rates; incurrence of
significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the
asset. The consolidated entity reassesses whether it is reasonably certain to exercise an extension option, or not
exercise a termination option, if there is a significant event or significant change in circumstances.
Employee benefits provision
As discussed in note 2, the liability for employee benefits expected to be settled more than 12 months from the
reporting date are 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 through promotion and inflation have been taken into account.
Lease make good provision
A provision has been made for the present value of anticipated costs for future restoration of leased premises. The
provision includes future cost estimates associated with closure of the premises. The calculation of this provision
requires assumptions such as application of closure dates and cost estimates. The provision recognised for each
site is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the
estimated future costs for sites are recognised in the statement of financial position by adjusting the asset and the
provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit or
loss.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
32
Note 4. Operating segments
Identification of reportable operating segments
The consolidated entity is organised into one operating segment being Quick Service Restaurants in Australia. This
operating segment is based on the internal reports that are reviewed and used by the Board of Directors (who are
identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the
allocation of resources. There is no aggregation of operating segments.
The CODM reviews earnings before interest, tax, depreciation, amortisation and impairment ('EBITDAI'). The
accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial
statements.
The information reported to the CODM is on a monthly basis.
Note 5. Revenue
Consolidated
2024
2023
$
$
Revenue from contracts with customers
Revenue from sale of goods - retail
26,385,799
24,475,783
Other revenue
Royalties
265,792
404,790
Rent
12,003
22,938
Other revenue
2,741
1,319
280,536
429,047
Revenue
26,666,335
24,904,830
Disaggregation of revenue
Revenue from the sale of goods and royalties are generated from the sale of food and beverage generated in
Australia and recognised when the goods are transferred at a point in time.
Note 6. Other income
Consolidated
2024
2023
$
$
Government grants - BAC & CAC training grants
44,259
218,481
Miscellaneous income
26,541
4,750
Other income
70,800
223,231
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
33
Note 7. Expenses
Consolidated
2024
2023
$
$
(Loss)/profit before income tax includes the following specific expenses:
Cost of sales
Cost of sales
9,824,479
9,251,360
Depreciation and amortisation
Property, plant and equipment (note 12)
566,783
415,478
Property right-of-use assets (note 13)
1,362,531
1,194,781
Intangibles (note 14)
113,783
530,591
Total depreciation and amortisation
2,043,097
2,140,850
Impairment of assets
Property, plant and equipment (note 12)
236,067
-
Right-of-use asset (note 13)
284,292
-
Total impairment (note 23)
520,359
-
Finance costs
Interest and finance charges paid/payable on borrowings
884,819
750,998
Interest and finance charges paid/payable on lease liabilities
590,573
450,966
Finance costs expensed
1,475,392
1,201,964
Leases
Short-term lease payments
228,723
120,885
Superannuation expense
Defined contribution superannuation expense
892,208
788,475
Note 8. Income tax expense
Consolidated
2024
2023
$
$
Numerical reconciliation of income tax expense and tax at the statutory rate
(Loss)/profit before income tax expense
(2,313,007)
5,891,237
Tax at the statutory tax rate of 25%
(578,252)
1,472,809
Writeback of lease liabilities on lease termination
-
(1,604,029)
Current year tax losses and temporary differences not recognised
578,252
131,220
Income tax expense
-
-
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 8. Income tax expense (continued)
34
Consolidated
2024
2023
$
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
32,540,051
30,273,293
Potential tax benefit @ 25%
8,135,013
7,568,323
The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These
tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same
business test is passed.
Consolidated
2024
2023
$
$
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary differences attributable to:
Allowance for expected credit losses
(6,946)
8,250
Reacquired rights - Contract liabilities
(44,589)
(55,917)
Employee benefits
29,693
(45,981)
Provision for lease make good
6,930
(48,872)
Accrued expenses
38,107
(87,370)
Right-of-use assets and Lease liability
1,551,551
1,576,911
Total deferred tax assets not recognised
1,574,746
1,347,021
The above potential tax benefit, which excludes tax losses, for deductible temporary differences has not been
recognised in the statement of financial position as the recovery of this benefit is uncertain.
Note 9. Cash and cash equivalents
Consolidated
2024
2023
$
$
Current assets
Cash on hand
129,323
114,283
Cash at bank
330,278
161,655
459,601
275,938
Note 10. Trade and other receivables
Consolidated
2024
2023
$
$
Current assets
Trade receivables
71,194
100,496
Less: Allowance for expected credit losses
(5,214)
(33,000)
65,980
67,496
Other receivables
22,092
32,925
88,072
100,421
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 10. Trade and other receivables (continued)
35
Allowance for expected credit losses
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
Gross
carrying
amount
Gross
carrying
amount
Allowance for expected
credit losses
2024
2023
2024
2023
Consolidated
$
$
$
$
Not overdue
68,256
75,958
-
-
Under three months overdue
2,654
43,762
-
19,299
Three to six months overdue
22,376
-
-
-
Over six months overdue
-
13,701
5,214
13,701
93,286
133,421
5,214
33,000
Movements in the allowance for expected credit losses are as follows:
Consolidated
2024
2023
$
$
Opening balance
33,000
3,000
Additional provisions recognised
-
30,000
Receivables written off during the year as uncollectable
(27,786)
-
Closing balance
5,214
33,000
Note 11. Other assets
Consolidated
2024
2023
$
$
Current assets
Prepayments
123,190
102,885
Non-current assets
Rental bonds
102,812
102,062
226,002
204,947
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
36
Note 12. Property, plant and equipment
Consolidated
2024
2023
$
$
Non-current assets
Leasehold improvements - at cost
7,519,981
5,858,732
Less: Accumulated depreciation
(2,859,028)
(2,552,895)
Less: Impairment
(1,824,248)
(1,716,501)
2,836,705
1,589,336
Plant and equipment - at cost
5,476,180
4,569,685
Less: Accumulated depreciation
(3,112,789)
(2,871,649)
Less: Impairment
(1,154,464)
(1,026,145)
1,208,927
671,891
Motor vehicles - at cost
109,077
122,491
Less: Accumulated depreciation
(96,934)
(88,532)
12,143
33,959
4,057,775
2,295,186
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
Leasehold
Plant and
Motor
improvements
equipment
vehicles
Total
Consolidated
$
$
$
$
Balance at 1 July 2022
1,411,796
721,038
51,098
2,183,932
Additions
414,783
111,949
-
526,732
Depreciation expense
(237,243)
(161,096)
(17,139)
(415,478)
Balance at 30 June 2023
1,589,336
671,891
33,959
2,295,186
Additions
1,650,277
916,464
-
2,566,741
Impairment (note 23)
(107,747)
(128,320)
-
(236,067)
Disposals
(1,302)
-
-
(1,302)
Transfers
12,306
(12,306)
-
-
Depreciation expense
(306,165)
(238,802)
(21,816)
(566,783)
Balance at 30 June 2024
2,836,705
1,208,927
12,143
4,057,775
Refer to note 23 for further information on impairment of assets.
Note 13. Right-of-use assets
Consolidated
2024
2023
$
$
Non-current assets
Lease of premises - right-of-use
21,543,103
18,788,026
Less: Accumulated depreciation
(5,831,375)
(6,644,002)
Less: Impairment
(6,896,910)
(6,810,831)
8,814,818
5,333,193
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 13. Right-of-use assets (continued)
37
The consolidated entity leases land and buildings for its offices, warehouses and retail outlets under agreements of
between 1 to 20 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 leases office equipment under agreements of less than 12 months. These leases are either
short-term or low-value, so have been expensed as incurred and not capitalised as right-of-use assets.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
Lease of
premises
Consolidated
$
Balance at 1 July 2022
6,403,051
Change of lease term adjustments
124,923
Depreciation expense
(1,194,781)
Balance at 30 June 2023
5,333,193
Additions
4,840,975
Change of lease term adjustments
287,473
Impairment (note 23)
(284,292)
Depreciation expense
(1,362,531)
Balance at 30 June 2024
8,814,818
Refer to note 23 for further information on impairment of assets.
For other lease related disclosures, refer to the following:
●
note 7 for details of interest on lease liabilities and other short-term and low-value lease expenses;
●
note 17 for lease liabilities at the end of the reporting period;
●
note 24 for undiscounted future lease commitments; and
●
statement of cash flows for repayment of lease liabilities.
Note 14. Intangibles
Consolidated
2024
2023
$
$
Non-current assets
Software - at cost
350,426
295,112
Less: Accumulated amortisation
(178,251)
(109,780)
172,175
185,332
Reacquired rights - at cost
505,000
3,258,000
Less: Accumulated amortisation
(324,123)
(2,990,293)
Less: Impairment
(2,521)
(44,039)
178,356
223,668
350,531
409,000
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 14. Intangibles (continued)
38
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
Reacquired
Software
rights
Total
Consolidated
$
$
$
Balance at 1 July 2022
244,174
695,417
939,591
Amortisation expense
(58,842)
(471,749)
(530,591)
Balance at 30 June 2023
185,332
223,668
409,000
Additions
55,314
-
55,314
Amortisation expense
(68,471)
(45,312)
(113,783)
Balance at 30 June 2024
172,175
178,356
350,531
Note 15. Trade and other payables
Consolidated
2024
2023
$
$
Current liabilities
Trade payables
1,837,475
2,160,994
Accrued expenses
1,076,294
494,856
GST payable
797,297
483,828
Other payables
428,538
327,951
4,139,604
3,467,629
Refer to note 24 for further information on financial instruments.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
39
Note 16. Borrowings
Consolidated
2024
2023
$
$
Current liabilities
Insurance premium funding - unsecured (1)
74,078
43,186
Loan from related party - Green Superannuation Fund - secured (2)
300,160
300,160
Loan from related party - Gelba Pty. Limited - secured(3)
375,000
225,000
Loan from related party - Michael and Suzanne Gregg - secured(3)
375,000
525,000
Revolving line of credit from related party - Gelba Pty. Limited (4)
187,500
188,996
Revolving line of credit from related party - Michael and Suzanne Gregg(4)
187,500
186,004
1,499,238
1,468,346
Non-current liabilities
Loan from related party - Gelba Pty. Limited - secured (3)
1,125,000
1,275,000
Loan from related party - Michael and Suzanne Gregg - secured (3)
3,125,000
2,975,000
Revolving line of credit from related party - Gelba Pty. Limited (4)
2,208,342
1,644,181
Revolving line of credit from related party - Michael and Suzanne Gregg (4)
1,616,658
1,618,154
New site line of credit from related party - Michael and Suzanne Gregg(5)
2,085,000
-
New site line of credit from related party - Gelba Pty Ltd(5)
825,000
-
Capitalised borrowing costs
-
(8,333)
10,985,000
7,504,002
12,484,238
8,972,348
Refer to note 24 for further information on financial instruments.
(1)
Insurance premium funding is payable in monthly instalments and carries an interest rate of 5.3%% (2023:
5.1%) variable. This facility is unsecured.
(2)
Loan is associated with Martin Green who is a trustee of the Green Superannuation Fund and is at an interest
rate of 6% (2023: 6%) per annum. This facility is secured by a fixed and floating charge of the assets of the
company. The loan is only repayable when the consolidated enity has recorded positive NPAT for two
calendar quarters.
(3)
The related party loans carries an interest rate of 7.3% (2023: 7.3%) per annum calculated daily and payable
quarterly in arrears maturing 30 September 2029. Repayment of $250,000 per quarter from 1 October 2024
with the first repayment due 31 December 2024. This facility is secured, namely first ranking security over
assets of the consolidated entity.
(4)
The related party revolving line of credit carries an interest rate of 7.3% (2023: 7.3%) per annum calculated
daily and payable monthly in arrears. $2,500,000 is secured and matures on 30 September 2029, Repayment
of $125,000 per quarter from 1 October 2024 with first repayment due 31 December 2024. $2,000,000 is
unsecured and drawn down to $1,700,000, maturing on 30 September 2025.
(5)
The related party new site facility carries an interest rate of 7.3% per annum calculated daily and payable
monthly in arrears. $2,910,000 is secured and matures on 30 September 2025.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 16. Borrowings (continued)
40
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Consolidated
2024
2023
$
$
Total facilities
Loan from related party - Gelba Pty. Limited
1,500,000
1,500,000
Loan from related party - Michael and Suzanne Gregg
3,500,000
3,500,000
Revolving line of credit from related party - Gelba Pty. Limited
2,500,000
2,250,000
Revolving line of credit from related party - Michael and Suzanne Gregg
2,000,000
1,800,000
Loan from related party - Green Superannuation Fund - secured
300,160
300,160
New site line of credit from related party - Michael and Suzanne Gregg
2,085,000
-
New site line of credit from related party - Gelba Pty. Limited
825,000
-
12,710,160
9,350,160
Used at the reporting date
Loan from related party - Gelba Pty. Limited
1,500,000
1,500,000
Loan from related party - Michael and Suzanne Gregg
3,500,000
3,500,000
Revolving line of credit from related party - Gelba Pty. Limited
2,395,842
2,019,181
Revolving line of credit from related party - Michael and Suzanne Gregg
1,804,158
1,618,154
Loan from related party - Green Superannuation Fund - secured
300,160
300,160
New site line of credit from related party - Michael and Suzanne Gregg
2,085,000
-
New site line of credit from related party - Gelba Pty. Limited
825,000
-
12,410,160
8,937,495
Unused at the reporting date
Loan from related party - Gelba Pty. Limited
-
-
Loan from related party - Michael and Suzanne Gregg
-
-
Revolving line of credit from related party - Gelba Pty. Limited
104,158
230,819
Revolving line of credit from related party - Michael and Suzanne Gregg
195,842
181,846
Loan from related party - Green Superannuation Fund - secured
-
-
New site line of credit from related party - Michael and Suzanne Gregg
-
-
New site line of credit from related party - Gelba Pty. Limited
-
-
300,000
412,665
Note 17. Lease liabilities
Consolidated
2024
2023
$
$
Current liabilities
Lease liability
2,394,509
1,450,035
Non-current liabilities
Lease liability
12,626,511
10,190,800
15,021,020
11,640,835
Refer to note 24 for further information on financial instruments.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
41
Note 18. Provisions
Consolidated
2024
2023
$
$
Non-current liabilities
Lease make good
270,477
242,758
Lease make good
The provision represents the present value of the estimated costs to make good the premises leased by the
consolidated entity at the end of the respective lease terms.
Movements in provisions
Movements in each class of provision during the current financial year, other than employee benefits, are set out
below:
Lease Make
Good
Consolidated - 2024
$
Carrying amount at the start of the year
242,758
Additional provisions recognised
27,719
Carrying amount at the end of the year
270,477
Note 19. Issued capital
Consolidated
2024
2023
2024
2023
Shares
Shares
$
$
Ordinary shares - fully paid
440,731,917 440,731,917
36,061,382
36,061,382
Movements in ordinary share capital
Details
Date
Shares
$
Balance
1 July 2022
360,731,917
34,061,382
Conversion of debt into shares
8 February 2023
80,000,000
$0.025
2,000,000
Balance
30 June 2023
440,731,917
36,061,382
Balance
30 June 2024
440,731,917
36,061,382
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to
shareholders should the company be wound up in proportions that consider both the number of shares held and the
extent to which those shares are paid up. The fully paid ordinary shares have no par value and the company does
not have a limited amount of authorised capital.
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.
Share buy-back
There is no current on-market share buy-back.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 19. Issued capital (continued)
42
Share warrants
In prior years, the consolidated entity has granted two warrant certificates and approved by shareholders to subscribe
for shares over two tranches, the first being for 37,500,000 shares and the second for a further 10,000,000 shares
at a warrant exercise price of $0.12 per share. In the current year, these warrants expired and are no longer on foot.
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern,
so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital
structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is
calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen
as value adding relative to the current company's share price at the time of the investment. The consolidated entity
is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing
businesses in order to maximise synergies.
The consolidated entity is subject to certain financing arrangements covenants and meeting these is given priority in
all capital risk management decisions. There have been no events of default on the financing arrangements during
the financial year.
The capital risk management policy remains unchanged from the 2023 Annual Report.
Note 20. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 21. Earnings per share
Consolidated
2024
2023
$
$
(Loss)/profit after income tax attributable to the owners of Oliver's Real Food Limited
(2,313,007)
5,891,237
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per
share
440,731,917 392,074,383
Adjustments for calculation of diluted earnings per share:
Warrants
-
47,500,000
Weighted average number of ordinary shares used in calculating diluted earnings per
share
440,731,917 439,574,383
Cents
Cents
Basic earnings per share
(0.52)
1.50
Diluted earnings per share
(0.52)
1.34
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
43
Note 22. Cash flow information
Reconciliation of (loss)/profit after income tax to net cash from operating activities
Consolidated
2024
2023
$
$
(Loss)/profit after income tax expense for the year
(2,313,007)
5,891,237
Adjustments for:
Depreciation and amortisation
2,043,097
2,140,850
Impairment of assets
520,359
-
Net gain on disposal of non-current assets
-
(25,363)
Fair value gain on derivatives
-
(19,550)
Writeback of lease liability on terminated right-of-use assets
-
(6,416,115)
Finance costs (non-cash)
447,818
-
Change in operating assets and liabilities:
Decrease in trade and other receivables
12,349
108,808
Decrease in inventories - stock on hand
139,671
38,666
(Increase)/decrease in prepayments
(20,305)
50,309
Decrease in other operating assets
(134,840)
(5,634)
Increase/(decrease) in trade and other payables
671,975
(997,975)
Increase/(decrease) in employee benefits
94,521
(34,530)
Increase/(decrease) in other operating liabilities
27,719
(9,444)
Net cash from operating activities
1,489,357
721,259
Changes in liabilities arising from financing activities
Lease
Insurance
premium
Related
party
liabilities
funding
borrowings
Total
Consolidated
$
$
$
$
Balance at 1 July 2022
20,062,549
89,530
8,873,623
29,025,702
Net cash from/(used in) financing activities
(2,904,260)
-
2,124,325
(779,935)
Lease remeasurement
124,923
-
-
124,923
Termination of leases
(5,642,377)
-
-
(5,642,377)
Other changes
-
(46,344) (2,068,786) (2,115,130)
Balance at 30 June 2023
11,640,835
43,186
8,929,162
20,613,183
Net cash from/(used in) financing activities
(1,762,105)
-
3,511,890
1,749,785
Lease remeasurement
287,473
-
-
287,473
Acquisition of leases
4,840,975
-
-
4,840,975
Other changes
13,842
30,892
(30,892)
13,842
Balance at 30 June 2024
15,021,020
74,078 12,410,160
27,505,258
Note 23. Impairment testing
The consolidated entity assesses impairment of non-financial assets, except indefinite life intangible assets, at each
reporting period by evaluating conditions specific to the consolidated entity and to the particular asset that may lead
to impairment. If an impairment indicator exists, the recoverable amount of the asset is determined. An impairment
exists when the carrying amount of the CGU exceeds its recoverable amount.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 23. Impairment testing (continued)
44
Non-financial assets have been allocated to 17 CGU's (2023: 16). The consolidated entity has determined that the
CGU's represent each standalone quick service restaurant within the store network on the basis that each store
generates cash flows independent of each other stores. Similarly, the financial results of the consolidated entity are
reported on a store-by-store basis and decisions to continue or dispose of assets are made at this same level.
The recoverable amount of the CGU has been determined by using value-in-use ('VIU') calculations. The VIU
calculations use cash flow projections based on financial budgets approved by management and the Board of
Directors covering the remaining lease period of each CGU.
Impairment testing results
The consolidated entity assessed impairment indicators across its 17 CGU's and identified 6 CGU's that had
indicators of impairment as evidence was available from internal reporting that the economic performance of these
CGU’s were worse than expected. The CGU's identified to have impairment indicators were:
- Coffs Harbour
- Goulburn
- Lithgow
- Maclean
- Maryborough
- Pheasants Nest North
The recoverable amount of these CGU's have been determined by using value-in-use ('VIU') calculations.
As at 30 June 2024, $520,359 (2023 $nil) impairment charge was recognised in relation to these CGU's. The results
were as follows:
CGU #
CGU Name
Recoverable
Amount
(VIU)
Carrying
amount
Impairment
this year
ROU assets
Impairment
this year
PPE assets
$
$
$
$
# 1
Coffs Harbour
-
92,026
-
(92,026)
# 2
Goulburn
334,856
402,149
(67,294)
-
# 3
Lithgow
-
238,318
(185,133)
(43,185)
# 4
Maclean
-
132,721
(31,865)
(100,856)
# 5
Maryborough
420,158
388,037
-
-
# 6
Pheasants Nest North
1,778,661
1,717,532
-
-
2,533,675
2,970,783
(284,292)
(236,067)
Key assumptions used in the impairment testing
Assumption
Amount
Discount rate
17.5%
Revenue growth rate year 1
CGUs #1-5: 3-15%; CGU #6: 62.5%*
Average revenue growth rate year 2 onwards
9.8%
Average budgeted cost of inventories (% of revenue)
34%
Average budgeted labour costs (% of revenue)
26-39%
* The revenue growth rate for Pheasants Nest North is expected to grow 62.5% in the next year on an annualised
basis as passenger traffic passing through the Northbound site is expected to increase after a longer than expected
establishment as a preferred service centre south of Sydney.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 23. Impairment testing (continued)
45
Sensitivity
In order to assess any estimation uncertainty, the consolidated entity performed sensitivity analysis on the impairment
calculations presented in these financial statements for all CGU's. In the event that that the stores trading revenue
improved by 10%, the headroom in these CGU's would increase and would therefore result in a reduction in
impairment calculated at $67,293. In the event the stores trading revenue declined by 10%, the consolidated entity
would not need to recognise any additional impairment, however the headroom across these CGU's would reduce
by $393,848.
Notwithstanding the above, the carrying values in respect of the CGU against which an impairment loss has been
recognised continue to be sensitive to a range of assumptions, in particular the growth rates in the cash flow
forecasts.
Note 24. Financial instruments
Financial risk management objectives
The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk,
price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management
program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
financial performance of the consolidated entity. The consolidated entity uses different methods to measure different
types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and other
price risks and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of
Directors ('the Board'). These policies include identification and analysis of the risk exposure of the consolidated
entity and appropriate procedures, controls and risk limits. Finance identifies, evaluates and manages financial risks
within the consolidated entity. Finance reports to the Board on a monthly basis.
Market risk
The consolidated entity is not exposed to any significant foreign currency risk.
Price risk
The consolidated entity is not exposed to any significant price risk.
Interest rate risk
The consolidated entity's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable
rates expose the consolidated entity to interest rate risk. Borrowings obtained at fixed rates expose the consolidated
entity to fair value interest rate risk.
The consolidated entity had loans from related parties outstanding of $12,410,160 (2023: $8,712,335) with fixed
interest rate of 7.3% (2023: 7.3%). The consolidated entity did not have any variable rate interest borrowings.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit
information, confirming references and setting appropriate credit limits. The maximum exposure to credit risk at the
reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those
assets, as disclosed in the statement of financial position and notes to the financial statements. The consolidated
entity does not hold any collateral.
The consolidated entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade
receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are
considered representative across all customers of the consolidated entity based on recent sales experience, historical
collection rates and forward-looking information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this
include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make
contractual payments for a period greater than one year.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 24. Financial instruments (continued)
46
Liquidity risk
Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash
and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and
payable.
The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing
facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial
assets and liabilities.
Financing arrangements
Unused borrowing facilities at the reporting date:
Consolidated
2024
2023
$
$
Revolving line of credit from related party - Gelba Pty. Limited
104,158
230,819
Revolving line of credit from related party - Michael and Suzanne Gregg
195,842
181,846
300,000
412,665
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument
liabilities. The tables have 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 tables include 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.
Weighted
average
interest rate
1 year or
less
Between 1
and 2 years
Between 2
and 5 years Over 5 years
Remaining
contractual
maturities
Consolidated - 2024
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
-
1,837,475
-
-
-
1,837,475
GST and PAYG payable
11.34%
797,297
-
-
-
797,297
Other payables
-
428,538
-
-
-
428,538
Interest-bearing - variable
Other loans
6.00%
300,160
-
-
-
300,160
Insurance premium funding
5.30%
74,078
-
-
-
74,078
Interest-bearing - fixed rate
Related party loans
7.30%
1,125,000
6,110,000
4,875,000
-
12,110,000
Lease liability
7.50%
2,424,465
2,295,318
6,279,593
4,064,273
15,063,649
Total non-derivatives
6,987,013
8,405,318
11,154,593
4,064,273
30,611,197
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 24. Financial instruments (continued)
47
Weighted
average
interest rate
1 year or
less
Between 1
and 2 years
Between 2
and 5 years Over 5 years
Remaining
contractual
maturities
Consolidated - 2023
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
-
2,160,994
-
-
-
2,160,994
GST payment plan
7.00%
483,828
-
-
-
483,828
Other payables
-
327,951
-
-
-
327,951
Interest-bearing - variable
Other loans
6.00%
300,160
-
-
-
300,160
Insurance premium funding
5.10%
43,186
-
-
-
43,186
Interest-bearing - fixed rate
Related party loans
7.30%
1,301,583
1,500,000
4,500,000
1,512,335
8,813,918
Lease liability
3.69%
1,844,611
1,808,865
4,287,853
5,744,261
13,685,590
Total non-derivatives
6,462,313
3,308,865
8,787,853
7,256,596
25,815,627
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above.
Note 25. Fair value measurement
Fair value hierarchy
The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using
a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement,
being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at
the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly
Level 3: Unobservable inputs for the asset or liability
There were no derivative financial instruments as at 30 June 2024.
There were no transfers between levels during the financial year.
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their
fair values due to their short-term nature.
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current
market interest rate that is available for similar financial liabilities.
Valuation techniques for fair value measurements categorised within level 2 and level 3
Derivative financial instruments have been valued using quoted market rates. This valuation technique maximises
the use of observable market data where it is available and relies as little as possible on entity specific estimates.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 25. Fair value measurement (continued)
48
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Derivative
financial
instruments
Consolidated
$
Balance at 1 July 2022
(19,550)
Gains recognised in profit or loss
19,550
Balance at 30 June 2023
-
Balance at 30 June 2024
-
Note 26. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty
Ltd, the auditor of the company:
Consolidated
2024
2023
$
$
Audit services - Grant Thornton Audit Pty Ltd
Audit or review of the financial statements
181,250
170,000
Note 27. Contingent liabilities
The consolidated entity has given bank guarantees as at 30 June 2024 of $444,277 (2023: $306,155) to various
landlords.
Note 28. Related party transactions
Parent entity
Oliver's Real Food Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 30.
Key management personnel
Disclosures relating to key management personnel are set out in note 29 and the remuneration report included in the
directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Consolidated
2024
2023
$
$
Payment for other expenses:
Interest expense
820,726
654,856
Directors fees expense
212,371
153,979
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 28. Related party transactions (continued)
49
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated
2024
2023
$
$
Current payables:
Interest owing to related parties
641,597
275,930
Directors fees owing to directors
161,834
106,014
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Consolidated
2024
2023
$
$
Current borrowings:
Loan from Green Superannuation Fund - Martin Green is a trustee of the Fund
300,160
300,160
Loan from Gelba Pty. Limited - Martin Green is director and minority shareholder
375,000
225,000
Loan from Michael and Suzanne Gregg - shareholder of Oliver's Real Foods Limited
375,000
525,000
Revolving line of credit from Gelba Pty. Limited - shareholder of Oliver's Real Foods
Limited
187,500
188,996
Revolving line of credit from Michael and Suzanne Gregg - shareholder of Oliver's Real
Foods Limited
187,500
186,004
Non-current borrowings:
Loan from Gelba Pty. Limited - Martin Green is director and minority shareholder
1,125,000
1,275,000
Loan from Michael and Suzanne Gregg - shareholder of Oliver's Real Foods Limited
3,125,000
2,975,000
Revolving line of credit from Gelba Pty. Limited - shareholder of Oliver's Real Foods
Limited
2,208,342
1,644,181
Revolving line of credit from Michael and Suzanne Gregg - shareholder of Oliver's Real
Foods Limited
1,616,658
1,618,154
New site line of credit from Michael and Suzanne Gregg - shareholder of Oliver's Real
Foods Limited
2,085,000
-
New site line of credit from Gelba Pty Ltd - shareholder of Oliver's Real Foods Limited
825,000
50,000
Terms and conditions
For further details on the loans and revolving lines of credit refer to note 16.
Note 29. Key management personnel disclosures
Refer to the Remuneration report contained in the Directors' report for details of the remuneration to each key
management personnel for the year ended 30 June 2024.
Compensation
The aggregate compensation made to directors and other members of key management personnel of the
consolidated entity is set out below:
Consolidated
2024
2023
$
$
Short-term employee benefits
650,014
660,852
Post-employment benefits
46,200
47,474
696,214
708,326
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
50
Note 30. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2:
Ownership interest
Principal place of business /
2024
2023
Name
Country of incorporation
%
%
Fresh Food Services NSW Pty Limited
Australia
100%
100%
Fresh Food Services QLD Pty Limited (1)
Australia
-
100%
Fresh Food Services VIC Pty Limited
Australia
100%
100%
Gundagai Properties Pty Ltd
Australia
100%
100%
Oliver's Ballarat Pty Ltd (1)
Australia
-
100%
Oliver's Bulahdelah Pty Ltd
Australia
100%
100%
Oliver's Chinderah Pty Limited (1)
Australia
-
100%
Oliver's Coffs Pty Limited
Australia
100%
100%
Oliver's Corporate Pty Ltd
Australia
100%
100%
Oliver's East-Link Inbound Pty Limited (1)
Australia
-
100%
Oliver's East-Link Outbound Pty Limited (1)
Australia
-
100%
Oliver's Employment Services Pty Ltd (1)
Australia
-
100%
Oliver's Euroa Pty Limited
Australia
100%
100%
Oliver's Ferry Park Pty Limited
Australia
100%
100%
Oliver's PN North Pty Limited (2)
Australia
100%
100%
Oliver's PN South Pty Limited (3)
Australia
100%
100%
Oliver's Gundagai Pty Limited
Australia
100%
100%
Oliver's Hexham Pty Limited
Australia
100%
100%
Oliver's Lithgow Pty Limited
Australia
100%
100%
Oliver's Maitland Road Pty Limited
Australia
100%
100%
Oliver's Maryborough Pty Limited
Australia
100%
100%
Oliver's Merino Pty Limited
Australia
100%
100%
Oliver's Officer Inbound Pty Ltd
Australia
100%
100%
Oliver's Officer Outbound Pty Ltd
Australia
100%
100%
Oliver's Penn-Link Inbound Pty Limited (1)
Australia
-
100%
Oliver's Penn-Link Outbound Pty Limited (1)
Australia
-
100%
Oliver's Port Macquarie Pty Limited
Australia
100%
100%
Oliver's Wallan Northbound Pty Ltd
Australia
100%
100%
Oliver's Wallan Southbound Pty Ltd
Australia
100%
100%
Oliver's Wyong Northbound Pty Ltd
Australia
100%
100%
Oliver's Wyong Southbound Pty Limited
Australia
100%
100%
Silver Dog Pty Ltd
Australia
100%
100%
*
(1) Deregistered
**
(2) Formerly Oliver's Geelong Northbound Pty Ltd
***
(3) Formerly Oliver's Geelong Southbound Pty Ltd
Note 31. Parent entity information
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$
$
(Loss)/profit after income tax
(2,313,007)
5,891,237
Total comprehensive (loss)/income
(2,313,007)
5,891,237
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 31. Parent entity information (continued)
51
Statement of financial position
Parent
2024
2023
$
$
Total current assets
985,630
933,682
Total assets
14,757,931
9,384,648
Total current liabilities
8,400,500
6,682,688
Total liabilities
32,391,492
24,705,202
Equity
Issued capital
36,061,382
36,061,382
Accumulated losses
(53,694,943) (51,381,936)
Total deficiency in equity
(17,633,561) (15,320,554)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity has guarantees for its subsidiaries in relation to property lease as at 30 June 2024 and 30 June
2023.
Contingent liabilities
Except for the bank guarantees as detailed in note 27, the parent entity has no other contingent liabilities as at 30
June 2024 and 30 June 2023.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June
2023.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note
2, except for the following:
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
●
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be
an indicator of an impairment of the investment.
Note 32. Events after the reporting period
Mr Ben Williams (non-executive director), who joined the Company on 9 December 2022, resigned from the Board
effective 12 July 2024.
Closure of Company Stores
The company's Lithgow store closed on 29 July 2024.
The Coffs Harbour store is scheduled to close on 14 October 2024.
The lenders have granted a 12-month interest moratorium on all $4.91 million unsecured debt, backdated to 1 July
2024, which will provide an additional $358k in working capital.
The lenders extended the maturity and repayment schedules of the secured loan and unsecured line of credit facilities
by 12 months.
Oliver's Real Food Limited
Notes to the financial statements
30 June 2024
Note 32. Events after the reporting period (continued)
52
An additional $1.4 million in an unsecured debt facility has been provided by Michael Gregg and the facility is
repayable on or before 31 December 2025. To date, $850,000 of the facility has been drawn down. The lender has
agreed, subject to shareholder approval at the AGM, to convert the $1.4 million facility into equity at $0.014 per share.
This is a premium to the current share price ($0.010 - closing price on 23 September 2024). Should the debt
conversion not be approved, then this amount will be considered as debt with interest charged at 7.3% p.a., with
repayment due 31 December 2025.
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly
affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs
in future financial years.
Oliver's Real Food Limited
Consolidated entity disclosure statement
As at 30 June 2024
53
Place formed /
Ownership
interest
Entity name
Entity type(1)
Country of
incorporation
%
Tax residency(2)
Oliver's Real Food
Limited(3)
Body corporate
Australia
-
Australia
Fresh Food Services
NSW Pty Limited
Body corporate
Australia
100.00% Australia
Fresh Food Services
VIC Pty Limited
Body corporate
Australia
100.00% Australia
Gundagai Properties Pty
Ltd
Body corporate
Australia
100.00% Australia
Oliver's Bulahdelah Pty
Ltd
Body corporate
Australia
100.00% Australia
Oliver's Coffs Pty
Limited
Body corporate
Australia
100.00% Australia
Oliver's Corporate Pty
Ltd
Body corporate
Australia
100.00% Australia
Oliver's Euroa Pty
Limited
Body corporate
Australia
100.00% Australia
Oliver's Ferry Park Pty
Limited
Body corporate
Australia
100.00% Australia
Oliver's PN North Pty
Limited
Body corporate
Australia
100.00% Australia
Oliver's PN South Pty
Limited
Body corporate
Australia
100.00% Australia
Oliver's Gundagai Pty
Limited
Body corporate
Australia
100.00% Australia
Oliver's Hexham Pty
Limited
Body corporate
Australia
100.00% Australia
Oliver's Lithgow Pty
Limited
Body corporate
Australia
100.00% Australia
Oliver's Maitland Road
Pty Limited
Body corporate
Australia
100.00% Australia
Oliver's Maryborough
Pty Limited
Body corporate
Australia
100.00% Australia
Oliver's Merino Pty
Limited
Body corporate
Australia
100.00% Australia
Oliver's Officer Inbound
Pty Ltd
Body corporate
Australia
100.00% Australia
Oliver's Officer
Outbound Pty Ltd
Body corporate
Australia
100.00% Australia
Oliver's Port Macquarie
Pty Limited
Body corporate
Australia
100.00% Australia
Oliver's Wallan
Northbound Pty Ltd
Body corporate
Australia
100.00% Australia
Oliver's Wallan
Southbound Pty Ltd
Body corporate
Australia
100.00% Australia
Oliver's Wyong
Northbound Pty Ltd
Body corporate
Australia
100.00% Australia
Oliver's Wyong
Southbound Pty Limited Body corporate
Australia
100.00% Australia
Silver Dog Pty Ltd
Body corporate
Australia
100.00% Australia
(1)
None of the entities noted above were trustees within the consolidated entity, partners in a partnership within
the consolidated entity or participants in a joint venture within the consolidated entity.
(2)
All entities are Australian tax residents, there are no foreign tax jurisdictions of tax residency.
(3)
Oliver's Real Food Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an
income tax consolidated group under the tax consolidation regime.
Oliver's Real Food Limited
Consolidated entity disclosure statement
As at 30 June 2024
54
Basis of preparation
This consolidated entity disclosure statement ('CEDS') has been prepared in accordance with the Corporations Act
2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial
year in accordance with AASB 10 'Consolidated Financial Statements'.
Oliver's Real Food Limited
Directors' declaration
30 June 2024
55
In the directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting requirements;
●
the attached financial statements and notes comply with International Financial Reporting Standards as issued
by the International Accounting Standards Board as described in note 2 to the financial statements;
●
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position
as at 30 June 2024 and of its performance for the financial year ended on that date;
●
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 information disclosed in the attached consolidated entity disclosure statement is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Martin Green
Chairman
30 September 2024
Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
Locked Bag Q800
Queen Victoria Building NSW
1230
T +61 2 8297 2400
-
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Independent Auditor’s Report
To the Members of Oliver’s Real Food Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Oliver’s Real Food 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, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including 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:
a giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its performance
for the year ended on that date; and
b 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 auditor independence requirements
of 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
56
Grant Thornton Audit Pty Ltd
-
Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements, which indicates that the Group incurred a net loss of
$2,313,007 during the year ended 30 June 2024, and as of that date, the Group’s current liabilities exceeded its
current assets by $7,414,870. As stated in Note 2, these events or conditions, along with other matters as set
forth in Note 2, indicate that a material uncertainty exists that may cast doubt on the Group’s ability to continue
as a going concern. Our opinion is not modified in respect of this matter.
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.
Key audit matter
How our audit addressed the key audit matter
Impairment assessment of property, plant and
equipment and right of use assets – Note 23
AASB 136 Impairment of Assets requires entities to
assess at the end of each reporting period whether
there is any indication that an asset or Cash
Generating Unit (CGU) may be impaired. The entity
shall estimate the asset’s or CGU’s recoverable
amount if any indication exists.
The carrying amounts of the CGUs being the individual
stores that had impairment indicators were assessed
by management for impairment by estimating their
recoverable amount using a value-in-use method per
AASB 136.
Significant judgements and estimates are involved in
determining the recoverable amount. These include,
but are not limited to, forecasting future cash flows and
applying an appropriate discount rate. Due to the
required judgements and estimates, we have
considered this a key audit matter.
Our procedures included, amongst others:
•
Obtaining management's assessment of impairment
indicators under AASB 136 and reviewing for
reasonableness;
•
Assessing management's assessment of the
Consolidated Entity's CGUs;
•
Reviewing the impairment model for compliance
with AASB 136;
•
Verifying the mathematical accuracy of the
underlying model calculations and assessing the
appropriateness of the methodologies applied;
•
Reviewing the key inputs of the model and
corroborating key assumptions against supporting
documentation;
•
Considering the appropriateness of revenue growth
assumptions in management's forecast of cash
flows in the current and future operating
environments;
•
Performing sensitivity analysis on the significant
inputs and assumptions made by management in
preparing the value-in-use calculation; and
•
Assessing the appropriateness of disclosures in the
financial report.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2024, but does not include the financial report and our
auditor’s report thereon.
57
Grant Thornton Audit Pty Ltd
-
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.
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 (other than the consolidated entity disclosure statement); 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 Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the 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: http://www.auasb.gov.au/auditors_responsibilities/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 11 to 15 of the Directors’ report for the year
ended 30 June 2024.
In our opinion, the Remuneration Report of Oliver’s Real Food Limited, for the year ended 30 June 2024
complies with section 300A of the Corporations Act 2001.
58
Grant Thornton Audit Pty Ltd
-
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.
Grant Thornton Audit Pty Ltd
Chartered Accountants
P J Woodley
Partner – Audit & Assurance
Sydney, 30 September 2024
59
Oliver's Real Food Limited
Shareholder information
30 June 2024
60
The shareholder information set out below was applicable as at 23 September 2024.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
Number of
holders
Number of
shares
% of total
number of
shares
1 to 1,000
43
9,278
0.01
1,000 to 5,000
244
803,386
0.18
5,001 to 10,000
248
1,862,115
0.42
10,001 to 100,000
1,033
32,960,962
7.48
100,001 and over
236 405,096,176
91.91
1,804 440,731,917
100.00
Holding less than a marketable parcel
1,373
21,654,564
4.91
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
% of total
Number
held
shares
issued
GELBA PTY LIMITED
91,735,346
20.81
MR MICHAEL JOHN GREGG & MRS SUZANNE JANE GREGG
85,327,516
19.36
AURAKI TRUSTEE COMPANY LIMITED HAURAKI DISCRETIONARY A/C
23,387,500
5.31
MS ALLISON DAWN HART
21,943,656
4.98
BUTOF HOLDINGS PTY LTD
20,785,318
4.72
ZANYA NOMINEES PTY LTD JLS SUPERANNUATION A/C
11,666,667
2.65
LIGHTVIEW ASSET PTY LTD
10,220,263
2.32
TWENTY SECOND SEPELDA PTY LTD THE METTER FAMILY A/C
6,666,667
1.51
CUSTODIAL SERVICES LIMITED BENEFICIARIES HOLDING A/C
5,420,155
1.23
MR PETER DARRELL ROBERTS
5,000,000
1.13
MR MICHAEL JOHN GREGG
4,600,000
1.04
WR SIMPSON NOMINEES PTY LTD SIMPSON SUPER FUND A/C
4,269,692
0.97
MFA CAPITAL PTY LTD T & J ADAMS SUPER FUND A/C
3,822,728
0.87
CITICORP NOMINEES PTY LIMITED
3,567,335
0.81
MS ANNE LOUISE MATTHEWS
3,500,000
0.79
GAZELLE BICYCLES AUSTRALIA PTY LTD GAZELLE BICYCLE AUS SBF A/C
2,888,363
0.66
MR PETER ATTIA
2,730,634
0.62
MS JOANNA BROOKE GREGG
2,500,000
0.57
MS KATHRYN GREGG
2,500,000
0.57
MR RICHARD ADAM YOUNG
2,498,942
0.57
315,030,782
71.49
Oliver's Real Food Limited
Shareholder information
30 June 2024
61
Substantial holders
Substantial holders in the company are set out below:
Ordinary shares
% of total
Number
held
shares
issued
GELBA PTY LIMITED
91,735,346
20.81
MR MICHAEL JOHN GREGG & MRS SUZANNE JANE GREGG
85,327,516
19.36
HAURAKI TRUSTEE COMPANY LIMITED (HAURAKI DISCRETIONARY A/C)
23,387,500
5.31
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
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.
There are no other classes of equity securities.
Oliver's Real Food Limited
Corporate directory
30 June 2024
62
Directors
Martin Green
Steven Metter
Kathryn Gregg
Company secretary
Robert Lees
Australian business number
('ABN')
33 166 495 441
Registered office and principal
place of business
Level 1, 5 Lenton Place
North Rocks NSW 2151
+61 2 4353 8055
Share register
Boardroom Pty Ltd
Level 12, 275 George Street
Sydney NSW 2000
1300 737 760 (in Australia) or +61 2 9290 9600
www.boardroomlimited.com.au
Auditor
Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
Solicitors
Breene and Breene
Level 12, 111 Elizabeth Street
Sydney NSW 2000
Bankers
Commonwealth Bank of Australia
Level 19, 111 Pacific Highway, North Sydney NSW 2060
National Australia Bank
Level 13, Tower B, 799 Pacific Highway, Chatswood NSW 2067
Stock exchange listing
Oliver's Real Food Limited shares are listed on the Australian Securities
Exchange (ASX code: OLI)
Websites
www.olivers.com.au
www.investor.olivers.com.au
Corporate Governance Statement The directors and management are committed to conducting the business of
Oliver's Real Food Limited in an ethical manner and in accordance with the
highest standards of corporate governance. Oliver's Real Food Limited has
adopted and has substantially complied with the ASX Corporate Governance
Principles and Recommendations (Fourth Edition) ('Recommendations') to the
extent appropriate to the size and nature of its operations.
The Corporate Governance Statement, which sets out the corporate governance
practices that were in operation during the financial year and identifies and
explains any Recommendations that have not been followed, which is approved
at the same time as the Annual Report can be found at:
https://olivers.com.au/investors