OLDFIELDS HOLDINGS LIMITED — Annual Report 2015

Aug 30, 2015

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56TH ANNUAL REPORT ENDED 30 JUNE 2015

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Honouring the Past Treasuring the Present Shaping the Future

ABN 92 000 207 988 www.oldfields.com.au

ANNUAL REPORT CONTENTS

Directors' Report Remuneration Report Auditor's Independence Declaration Financial Report Independent Auditor's Report Corporate Governance Statement Risk Management Statement Shareholder Information Corporate Directory	1
	4
	8
	9
	47
	49
	57
	59
	60

OLDFIELDS HOLDINGS LIMITED 30 JUNE 2015

DIRECTORS' REPORT

Your directors present their report on the consolidated entity (referred to herein as the "Group") consisting of Oldfields Holdings Limited (referred to hereafter as the "company" or "parent entity") and its controlled entities for the financial year ended 30 June 2015.

Directors

The names and details of the directors of Oldfields Holdings Limited during the financial year and until the date of this report are set out below. Directors were in office for this entire period unless otherwise stated.

Name:	Tony Joseph Grima
Title: Executive Director and Chief Executive Officer
Qualifications: Experience: Interest in shares and options: Other current directorships: None Former directorships in last 3 years: None Master of Commerce (Marketing) 15 years experience in general management roles in a large Fortune 500 company, both within Australia and overseas, with a number of years experience in the building products industry 100,000 shares held
Name:	William Lewis Timms
Qualifications: Experience: Special responsibilities: Interest in shares and options: Other current directorships: Former directorships in last 3 years: None 39,384,528 shares held Bachelor of Business (Accounting and Audit), Real Estate and Business Agent 28 years experience in accounting, taxation and audit, 21 years experience in commercial real estate and project management Member of the Audit Committee and Member of the Remuneration Committee William is a Non-Executive Director of Buderim Ginger Limited (since January 2015) Title: Non-executive Director and Chairman
Name:	Stephen Charles Hooper
Qualifications: Experience: Special responsibilities: Interest in shares and options: Other current directorships: 50,000 shares held Former directorships in last 3years: None Chairman of the Audit Committee and Member of the Remuneration Committee Title: Non-executive Director None Bachelor of Science 21 years experience in senior executive roles in the fast moving consumer goods industry, with a focus on supply chain management

Principal Activities

The principal activities of the Group during the financial year were:

• manufacturing, importing and marketing of paint brushes, paint rollers, painter's tools and accessories;

• manufacturing and marketing garden sheds and outdoor storage systems;

• manufacturing and marketing of scaffolding and related equipment; and

• hire and errection of scaffolding and related products.

A large majority of our operations are conducted in Australia.

Review of Operations and Financial Results

Operating Results

Net operating loss for the Group after providing for income tax amounted to $1,102,000 (2014: Loss $2,576,000).

Earnings before interest, tax, depreciation and amortisation ("EBITDA") is a financial measure which is not prescribed by Australian Accounting Standard ("AAS") and represents the profit under AAS adjusted for specific non cash and significant items. The directors consider EBITDA to reflect the core earnings/(loss) of the Group. The following table summarises the key reconciling items between statutory earnings/(loss) before income tax attributable to the shareholders of the Group and EBITDA.

OLDFIELDS HOLDINGS LIMITED

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DIRECTORS' REPORT (continued)

Operating Results (continued)

	2015 $'000	2014 $'000	2013 $'000	2012 $'000
(868) (2,429) (717) (1,543) 1,361 1,168 1,034 1,089 482 485 524 1,328 (39) (15) (10) (1) 229 205 98 - - 1,363 - - Loss on disposal of investment in associated companies Loss before income tax Depreciation and amortisation expense Interest expense Foreign exchange gains/losses Revaluation of deferred senior loan note
1,165 777 929 873 EBITDA

The Group revenue from continuing operations for the financial year ended 30 June 2015 was $27,380,000 (2014: $27,231,000), which was in line with the prior year. Whilst the consumer division revenues were down predominantly due to intense competition within the paint application and outdoor storage industries, revenue was increased within the scaffold division which was driven by an increase in demand within the building and construction industry. This trend is expected to continue in the next twelve months.

The Group’s net loss after tax was $1,102,000 (2014: Loss $2,576,000). Despite intense competition across all divisions, as well as cost increases from suppliers in Asia that were driven by labour increases in that region and the devaluation of the $AUD, the Group’s gross profit increased from 44.8% in 2014 to 47.5% in 2015 because of change in business mix during the year which focused more on higher margin businesses, especially within the scaffold division. The consolidated EBITDA increased from $777K in 2014 to $1165K in 2015, which is an increase of 50%.

The Group has continued to make investments in improving in-store presence in key national hardware retailers, launching new products to the paint specialist market and increasing awareness to improve revenue generation and growth in the scaffold division. These initiatives will continue in 2016 and are expected to support future growth of the business.

Net cash provided by operating activities was $1,477,000 in 2015, compared to $657,000 in 2014. Improving operating cash flow continues to be a major focus for the group with increased emphasis on improving revenue growth and margins in 2016.

Review of Operations

(i) Consumer Products - Paint Applications and Outdoor Storage Solutions

Revenue for the consumer division declined compared with the prior year. While benefiting from the changing landscape in the hardware retail market, revenue in the more traditional paint specialist market has declined. As the overall market shifts and competition intensifies, there is a renewed focus on differentiated products to ensure key customers can compete with their competitors while still maintaining a point of difference. With such changes in the overall market and the resulting variation in customer mix, the consumer products division has experienced added pressure to maintain gross margins.

The consumer products division has spent the last twelve months consolidating, upgrading and rationalising its range of products with the process of rebranding and repackaging near completion. Improvements have also been made to ensure that the supply chain is efficient, customer expectations are met, lead times are improved and inventory controls are enhanced in order to satisfy demand. The division is now focused on innovation, becoming the brand of choice in the market, best in class customer service, and improving internal business processes. In addition, by capitalising on the experience of recent staff appointments, this division is well positioned to grow in the coming year. Potential growth opportunities are already being investigated with existing and new customers.

(ii) Scaffolding Division

The increase in the building industry has supported growth in the scaffold division in 2015 as revenues increased by 8.1% compared to the previous year. Despite a slight decrease in gross profit margins caused by competition, the scaffold division significantly improved its EBITDA in 2015 by improving labour utilisation on scaffolding services and the consolidation/relocation of it's branches.

The scaffold division consolidated and/or relocated the majority of its branches in order to further reduce costs, improve efficiency levels, and be better positioned in areas of building and construction growth. In addition, newer premises have been selected in highly populated areas to renew the division’s image, encourage growth, and enhance brand recognition for the Group.

The scaffold manufacturing operation in China continued to operate strongly during the year and is well positioned to support the expected growth of this division in 2016.

International sales increased by 18% compared with the prior year as the customer base expanded. This is expected to continue in 2016 and new market opportunities are also being investigated.

Financial Position

The net assets of the group have decreased by $1,151,000 from $6,042,000 at 30 June 2014 to $4,891,000 at 30 June 2015. This decrease has largely resulted from a net loss from operations.

A key area of focus for 2016 will be to concentrate on profitable growth opportunities to improve the net asset position of the Group.

Significant Changes in State of Affairs

During the year the Group merged and/or relocated most of it's scaffold branches across Australia. This was part of a restructuring program to obtain efficiencies as well as to be closer to core customers and market activity.

There were no other significant changes in the state of affairs during the financial year.

OLDFIELDS HOLDINGS LIMITED

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DIRECTORS' REPORT (continued)

Dividends

Since the start of the financial year, no dividends have been paid or declared by Oldfields Holdings Limited.

Events after the Reporting Period

There have been no significant events after the end of the reporting period.

Future Developments, Prospects and Business Strategies

Capitalising on the expected upturn in the building and construction industry and changing hardware retail market will continue to be the primary focus for the Group in 2016 with a concentration on sustainable and profitable growth across all divisions. The Group will continue to invest it's resources in ensuring that it is well positioned to benefit from the continued growth in these sectors.

Over the last 12 months, the management team put in place the Group’s strategic plan for the next three years. As part of this process, the Group’s mission statement has been remodelled, new key financial measures have been identified, and key strategies for growth have been developed.

Four strategic	pillars underpin the Group’s mission statement that aim to provide focus and direction going forward. These pillars are centred on:	pillars underpin the Group’s mission statement that aim to provide focus and direction going forward. These pillars are centred on:
-	Building profitable growth and driving innovation to the market by:
		Developing a new pipeline of business opportunities to grow revenue and margin levels
		Developing a new innovation process and investigating potential new product lines
		Expanding distribution networks in regional areas within the scaffold division
		Identifying and developing a concise plan to grow the outdoor storage division
		Repositioning and strengthening the Oldfields brand
		Expanding distribution into growing markets internationally across all divisions
-	Developing and investing in people and continuing to build a market lead culture by:
		Incorporating the Group’s mission statement and strategic pillars into recruitment processes, training programs and performance
		management procedures, talent and succession plans and remuneration reviews
		Developing and renewing leadership capabilities across all divisions
		The development and rollout of an employee engagement program which aims to improve productivity, inspire and motivate employees,
		and promote goal congruence
-	Improving on and ensuring that all areas of supply chain management is efficient by:
		Ensuring adequate stock levels are maintained to meet customer demand and customer satisfaction levels remain high
		Reviewing and selecting key strategic suppliers
		Reviewing and negotiating prices in order to reduce inventory costs and improve margins
		Implementing sales and operational planning to optimise working capital and cash flow management
		Developing and implementing a process of benchmarking scaffold branches to drive improvements
		Developing and implementing ongoing efficiency and cost reduction programs
-	Improving mission critical processes and systems by:
		Identifying and improving key business processes and functions
		Developing and implementing new reporting standards across all divisions

Each of these pillars will be supported by financial and operational measures to track the Group’s progress of these initiatives and monitor their success. The management team and the Board are excited about the Group’s future prospects and feel confident that these initiatives will improve the Group’s results in 2016 and beyond.

Environmental Regulation and Performance

The Group’s operations are not subject to any particular or significant environmental regulation under the law of the Commonwealth or of a State or Territory in Australia. The economic entity has established procedures whereby compliance with existing environmental regulations and new regulations are monitored continually. This process includes procedures to be followed should an incident adversely impact the environment. The directors are not aware of any breaches during the period covered by this report.

Directors' Meetings

The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follow:

	Directors' Meetings	Directors' Meetings	Audit Committee Meetings	Audit Committee Meetings	Remuneration Committee Meetings	Remuneration Committee Meetings
	Number Eligible to Attend	Number Attended	Number Eligible to Attend	Number Attended	Number Eligible to Attend	Number Attended
Tony Joseph Grima William Lewis Timms Stephen Charles Hooper	12 12 2 2 - - 12 12 2 2 1 1 12 11 2 2 1 1

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DIRECTORS' REPORT (continued)

Company Secretary

Gregory John Park — Bachelor of Business, CA.

Gregory has been the Chief Financial Officer and Company Secretary since April 2014. Gregory has more than 20 years experience in senior financial and general management roles in retailing, manufacturing and distribution in the fast moving consumer goods industry.

Remuneration Report (Audited)

Remuneration Policy

The remuneration policy of Oldfields Holdings Limited has been designed to align key management personnel (KMP) objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the consolidated entity's financial results. The Board of Oldfields Holdings Limited believes the remuneration policy to be appropriate and effective in it's ability to attract and retain the high-quality KMP to run and manage the consolidated group, as well as create goal congruence between directors, executives and shareholders.

The Board’s policy for determining the nature and amount of remuneration for KMP of the Group is as follows:

• The remuneration policy is to be developed by the remuneration committee and approved by the Board after professional advice is sought from independent external consultants.

• KMP receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, and performance incentives.

• Performance incentives are generally only paid once predetermined key performance indicators (KPIs) have been met.

• The remuneration committee reviews KMP packages annually by reference to the Group’s performance, executive performance and comparable information from industry sectors.

The performance of KMP is measured against criteria agreed biannually with each executive and is based predominantly on the forecast growth of the Group’s profits and shareholders’ value. All bonuses and incentives must be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the committee’s recommendations. Any change must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance results leading to long-term growth in shareholder wealth.

KMP receive, at a minimum, a superannuation guarantee contribution required by the government, which is currently 9.5% (2014: 9.25%) of the individual's average weekly ordinary time earnings (AWOTE). Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation.

Upon retirement, KMP are paid employee benefit entitlements accrued to the date of retirement.

All remuneration paid to KMP is valued at the cost to the company and expensed.

The Board's policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The remuneration committee determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting.

Engagement of Remuneration Consultants

During the financial year, there were no consultants engaged by the remuneration committee to review the elements of KMP remuneration and provide recommendations.

Performance-based Remuneration

The KPIs are set annually, with a certain level of consultation with KMP. The measures are specifically tailored to the area each individual is involved in and has a level of control over. The KPIs target areas the Board believes hold greater potential for the Group's expansion and profit, covering financial and nonfinancial as well as short and long-term goals. The level set for each KPI is based on budgeted figures for the Group and respective industry standards.

Performance in relation to the KPIs is assessed annually, with bonuses being awarded depending on the number and deemed difficulty of the KPIs achieved. Following the assessment, the KPIs are reviewed by the remuneration committee in light of the desired and actual outcomes, and their efficiency is assessed in relation to the Group’s goals and shareholder wealth, before the KPIs are set for the following year.

In determining whether or not a KPI has been achieved, Oldfields Holdings Limited bases the assessment on audited figures, however, where the KPI involves comparison of the Group or a division within the Group to the market, independent reports are obtained from organisations such as Standard & Poors.

OLDFIELDS HOLDINGS LIMITED

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DIRECTORS' REPORT (continued)

Remuneration Report (continued)

Employment Details of Members of Key Management Personnel

The following table provides employment details of persons who were, during the financial year, members of KMP of the Group.

Group Key Management Personnel	Position Held During and at 30 June 2015	Contract Details (Duration & Termination)
Stephen Charles Hooper Non-executive Director Duration & termination unspecified GregoryJohn Park CompanySecretaryand Chief Financial Officer Duration unspecified. Termination 3 months notice Tony Joseph Grima Executive Director and Chief Executive Officer Duration unspecified. Termination 3 months notice William Lewis Timms Non-executive Director Duration & termination unspecified

The table below illustrates the proportion of remuneration that was performance and non-performance based and the proportion of remuneration received in the form of options by the KMP.

	Proportions of Elements of Remuneration Related to Performance	Proportions of Elements of Remuneration Related to Performance	Proportions of Elements of Remuneration Related to Performance	Proportions of Elements of Remuneration not Related to Performance	Proportions of Elements of Remuneration not Related to Performance
	Non-Salary Cash Base Incentives	Shares/ Units	Options / Rights	Fixed Salary/Fee	Total
	%	%	%	%	%
Tony Joseph Grima William Lewis Timms Stephen Charles Hooper GregoryJohn Park	- - - 100 100 - - - 100 100 - - - 100 100 - - - 100 100

The employment terms and conditions of all KMP are formalised in contracts of employment.

There are no pre-defined termination benefits payable to key management personnel, other than previously accrued leave entitlements. In addition to the above, the Group is committed to pay the CEO and the CFO up to 6 months of base salary each in the event of a successful takeover offer and their positions are terminated or made effectively redundant.

Remuneration expenses for KMP

The following table of benefits and payments represents the components of the current year and comparative year remuneration expenses for each member of KMP of the consolidated group. Such amounts have been calculated in accordance with Australian Accounting Standards:

2015	Short-term benefits	Short-term benefits	Short-term benefits	Post Employment Benefits	Total
	Cash Salary and Fees	Cash Bonuses & Incentives	Non- Monetary Benefits	Super- annuation
	$	$	$	$	$
Stephen Charles Hooper GregoryJohn Park Tony Joseph Grima William Lewis Timms	203,204 25,000 27,492 19,304 275,000
	60,000 - - 5,700 65,700
	45,872 - - 4,358 50,230
	164,760 20,000 - 15,652 200,412
Total	473,836 45,000 27,492 45,014 591,342
2014	Short-term benefits			Post Employment Benefits	Total
	Cash Salary and Fees	Cash Bonuses & Incentives	Non- Monetary Benefits	Super- annuation
	$	$	$	$	$
Stephen Charles Hooper Christopher Michael Giles (resigned 30 April 2014) Robert Allan Coleman (resigned 9 January 2014) GregoryJohn Park(appointed 28 April 2014) Tony Joseph Grima William Lewis Timms	146,411 - 18,129 13,543178,083 60,000 - - 5,55065,550 45,872 - - 4,24350,115 150,790 - 10,891 11,084172,765 119,288 - 9,310 9,544138,142 29,361 - - 2,71632,077
Total	551,722 - 38,330 46,680 636,732

Securities Received that are not Performance Related

No members of KMP are entitled to receive securities that are not performance-based as part of their remuneration package.

OLDFIELDS HOLDINGS LIMITED

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DIRECTORS' REPORT (continued)

Remuneration Report (continued)

Performance-Related Share-based Payments

There were no performance-related share-based payments made to key management personnel during the year.

Options and Rights Granted as Remuneration

There were no options or rights granted as remuneration during the year.

KMP Shareholdings

The number of ordinary shares in Oldfields Holdings Limited held by each KMP of the Group during the financial year is as follows:

2015	Number at Beginning of Year	Granted as Remuneration During the Year	Issued on Exercise of Options During the Year	Other Changes During the Year	Number at End of Year
GregoryJohn Park Tony Joseph Grima William Lewis Timms Stephen Charles Hooper	100,000 - - - 100,000
	39,384,528 - - -39,384,528
	- - - 50,000 50,000
	- - - - -
Total	39,484,528 - - 50,000 39,534,528
2014	Number at Beginning of Year	Granted as Remuneration During the Year	Issued on Exercise of Options During the Year	Other Changes During the Year	Number at End of Year
GregoryJohn Park(appointed 28 April 2014) William Lewis Timms Stephen Charles Hooper Christopher Michael Giles (resigned 30 April 2014) Robert Allan Coleman (resigned 9 January 2014) Tony Joseph Grima	- - - 100,000 100,000 39,384,528 - - -39,384,528 - - - - - 1,400,000 - - (1,400,000) - - - - - - - - - - -
Total	40,784,528 - - (1,300,000) 39,484,528

Other Transactions with KMP and/or their Related Parties

There were no other transactions conducted between the Group and KMP or their related parties, other than those disclosed above relating to equity, compensation and loans, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons.

(This concludes the Remuneration Report which has been audited)

Indemnifying Officers

During or since the end of the financial year, the company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:

• The company has paid premiums to insure all past, present and future directors against liabilities for costs and expenses incurred by them in defending legal proceedings arising from their conduct while acting in the capacity of directors of the company, other than conduct involving a wilful breach of duty in relation to the company. The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium.

Proceedings on Behalf of Company

No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

The company was not a party to any such proceedings during the year.

Options

At the date of this report, there were no unissued ordinary shares of Oldfields Holdings Limited under options.

Rounding

Oldfileds Holdings Limited is a type of Company referred to in ASIC Class Order 98/100 and therefore the amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable), or in certain cases, to the nearest dollar under the option permitted in the class order.

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DIRECTORS' REPORT (continued)

Non-audit Services

The Board of Directors, in accordance with advice from the audit committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons:

• all non-audit services are reviewed and approved by the audit committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and

• the nature of the services provided does not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.

The following fees were paid or payable to BDO East Coast Partnership for non-audit services:

	2015 $	2014 $
13,900 18,725 Taxation and other services

Auditor's Independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporation Act 2001 is set out on the following page.

This Director's Report is signed in accordance with the resolution of the Board of Directors.

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Tony Joseph Grima

Dated: 31-August-2015

OLDFIELDS HOLDINGS LIMITED

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Tel: +61 2 9251 4100 Level 11, 1 Margaret St Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia

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DECLARATION OF INDEPENDENCE BY PAUL BULL TO THE DIRECTORS OF OLDFIELDS HOLDINGS LIMITED

As lead auditor of Oldfields Holdings Limited for the year ended 30 June 2015, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

2. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Oldfields Holdings Limited and the entities it controlled during the period.

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Paul Bull Partner

BDO East Coast Partnership

Sydney, 31 August 2015

BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

8

FINANCIAL REPORT
Financial Statements	Page
Consolidated Statement of Profit or Loss and Other Comprehensive Income	10
Consolidated Statement of Financial Position	11
Consolidated Statement of Changes in Equity	12
Consolidated Statement of Cash Flows	13

Notes to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements
	Page		Page
1. Summary of Significant Accounting Policies	14	16. Fair Value Measurements	36
2. Revenue and Other Income	25	17. Cash Flow Information	37
3. Expenses	25	18. Parent Information	37
4. Income Tax Expense	25	19. Interests in Subsidiaries	38
5. Cash and Cash Equivalents	26	20. Related Party Transactions	39
6. Trade and Other Receivables	27	21. Auditors’ Remuneration	40
7. Inventories	28	22. Segment Information	40
8. Property, Plant and Equipment	28	23. Dividends	42
9. Intangible Assets	28	24. Earnings per Share	43
10. Trade and Other Payables	30	25. Issued Capital	43
11. Borrowings	30	26. Reserves	44
12. Employee Benefit Obligations	31	27. Accumulated Losses	44
13. Tax Assets/Liabilities	32	28. Commitments	44
14. Derivative Financial Instruments	33	29. Contingent Liabilities and Contingent Assets	45
15. Financial Risk Management	33	30. Events After the ReportingPeriod	45
Directors' Declaration			46

General Information

The financial report includes the consolidated financial statements for Oldfields Holdings Limited (the ultimate parent entity) and its controlled entities ("Oldfields" or the "Group"). The financial report is presented in Australian dollars, which is Oldfields Holdings Limited's functional and presentation currency.

The financial report consists of the financial statements , notes to the financial statements and the directors' declaration.

Oldfields Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is :

8 Farrow Road Campbelltown, NSW, 2560, Australia

A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial report. The financial report was authorised for issue with a resolution of directors on 31 August, 2015. The directors have the power to amend and reissue the financial report.

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015

	Note	2015 $'000	2014 $'000
2 27,380 27,231 (14,384) (15,027) Cost of sales Sales revenue
12,996 12,204 2 7 30 (8,588) (7,922) (424) (564) (1,309) (1,417) (2,839) (2,816) 3 (482) (485) (229) (205) - (1,363) - 109 Share of netprofits of associated companies Marketing expenses Occupancy expenses Administrative expenses Finance costs Revaluation of deferred senior loan note derivative component Loss on disposal of investment in associated companies Gross profit Other income Expenses: Other expenses from ordinary activities: Distribution expenses
(868) (2,429) 4(a) (234) (147) Loss before income tax Tax expense
(1,102) (2,576) Other comprehensive income: Items that will be reclassified subsequently to profit or loss when specific conditions are met: Fair value gains on cash flow hedges (effective portion), net of tax 33 (8) Exchange differences on translatingforeign operations,net of tax 71 (235) Net loss from continuing operations
Other comprehensive income for the year, net of tax 104 (243)
Total comprehensive income for theyear (998) (2,819)
Net loss for the year attributable to: Members of the parent entity (1,372) (2,715) Non-controllinginterest 270 139
Total net loss for theyear (1,102) (2,576)
Comprehensive income attributable to: Members of the parent entity (1,268) (2,958) Non-controllinginterest 270 139
Total comprehensive income for theyear (998) (2,819)
	Note	2015 Cents	2014 Cents
(Loss)/Earnings per share from continuing operation attributable to members of the parent entity: Basic (loss)/earnings per share 24 (1.67) (3.31) Diluted(loss)/earningsper share 24 (1.67) (3.31)

The above statement should be read in conjunction with the accompanying notes.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015

	Note	2015 $'000	2014 $'000
ASSETS CURRENT ASSETS Cash and cash equivalents 5 820 373 Trade and other receivables 6 3,850 4,069 Inventories 7 3,987 4,811 Derivative financial instruments 14 19 - 13 - 47 Current tax assets
TOTAL CURRENT ASSETS 8,676 9,300
NON-CURRENT ASSETS Property, plant and equipment 8 6,516 7,470 Intangible assets 9 900 1,045
TOTAL NON-CURRENT ASSETS 7,416 8,515
TOTAL ASSETS 16,092 17,815
LIABILITIES CURRENT LIABILITIES Trade and other payables 10 2,728 2,877 Borrowings 11 1,863 971 Current tax liabilities 13 39 - Employees benefit obligations 12 844 1,016 Derivative financial instruments 14 - 13
TOTAL CURRENT LIABILITIES 5,474 4,877
NON-CURRENT LIABILITIES Borrowings 11 3,431 4,877 Deferred tax liabilities 13 71 51 Employees benefit obligations 12 87 59 Derivative financial instruments 14 2,138 1,909
TOTAL NON-CURRENT LIABILITIES 5,727 6,896
TOTAL LIABILITIES 11,201 11,773
NET ASSETS 4,891 6,042
EQUITY Issued capital 25 21,106 21,106 Other reserves 26 64 (40) Accumulated losses 27 (16,835) (15,463)
Parent interest 4,335 5,603 Non-controllinginterest 27 556 439
TOTAL EQUITY 4,891 6,042

The above statement should be read in conjunction with the accompanying notes.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015

	Note	Issued Capital $'000	Other Reserves $'000	Retained Earnings $'000	Subtotal $'000	Non- Controlling Interests $'000	Total $'000
21,176 (1,242) (12,748) 7,186 449 7,635 - - (2,715) (2,715) 139 (2,576) 26 - (243) - (243) - (243) (Loss)/profit for the year Other comprehensive income for theyear Balance at 1 July 2013 Comprehensive income
- (243) (2,715) (2,958) 139 (2,819) Total comprehensive income for theyear
(70) - - (70) - (70) 23 - - - - (149) (149) Dividendsprovided for orpaid Transactions with owners, in their capacity as owners: Transaction costs relating to prior year share issue
(70) - - (70) (149) (219) Total transactions with owners and other transfers
- 1,445 - 1,445 - 1,445 Realisation of foreign exchange differences on disposal of associated companies Other
- 1,445 - 1,445 - 1,445 Total Other
21,106 (40) (15,463) 5,603 439 6,042 Balance at 30 June 2014
21,106 (40) (15,463) 5,603 439 6,042 - - (1,372) (1,372) 270 (1,102) 26 - 104 - 104 - 104 Balance at 1 July 2014 Comprehensive income (Loss)/profit for the year Other comprehensive income for theyear
- 104 (1,372) (1,268) 270 (998) Total comprehensive income for theyear
23 - - - - (153) (153) Dividendsprovided for orpaid Transactions with owners, in their capacity as owners:
- - - - (153) (153) Total transactions with owners and other transfers
21,106 64 (16,835) 4,335 556 4,891 Balance at 30 June 2015

The above statement should be read in conjunction with the accompanying notes.

OLDFIELDS HOLDINGS LIMITED

12

30 JUNE 2015

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015

	Note	2015 $'000	2014 $'000
28,278 29,985 (26,303) (28,861) CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees
1,975 1,124 9 42 (378) (344) (129) (163) - (2) Other income received Finance costs Income tax paid Interestpaid on director's loan
17 1,477 657 Net cashprovided by operating activities
237 180 (451) (411) Purchase ofproperty, plant and equipment CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment
(214) (231) Net cash used in investing activities
284 359 - (70) (1,054) (633) (275) (202) 206 200 (153) (149) Dividendspaid bycontrolled entities to non-controllinginterests Repayment of borrowings Loans from related parties - payments made - proceeds from borrowings CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings Payments relating to issue of additional shares
(992) (495) Net cash used in financing activities
271 (69) (247) (178) Cash and cash equivalents at beginningof financialyear Net increase (decrease) in cash and cash equivalents
5 24 (247) Cash and cash equivalents at end of financialyear

The above statement should be read in conjunction with the accompanying notes.

OLDFIELDS HOLDINGS LIMITED

13

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements and notes represent those of Oldfields Holdings Limited and Controlled Entities (the “Consolidated Group” or “Group”). The separate financial statements of the parent entity, Oldfields Holdings Limited, have not been presented within this financial report as permitted by the Corporations Act 2001.

The financial statements were authorised for issue on 31 August 2015 by the directors of the company.

Note 1 Summary of Significant Accounting Policies

This note provides a list of all significant accounting policies adopted in the preparation of these consolidated financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

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 ('IFRS') 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, where applicable, the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property, plant and equipment and derivative financial instruments.

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 1(aa).

Comparative figures

Comparative figures have been adjusted to conform to changes in classification and presentation for the current financial year.

Going Concern Basis

As disclosed in the consolidated financial statements, the Group generated a loss after tax of $1,102,000 for the year ended 30 June 2015. The Directors are confident that the Group will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the consolidated financial report for the following reasons:

• The Group anticipates to grow revenue over the next 12 months and has already begun implementing a strategic plan to achieve this objective;

• The Group generated a positive cash flow from operating activities of $1,477,000 during the year;

• • The cash flow forecast for 2016 suggests cash flows from operations will be positive and that banking facility covenants and debt repayments will be met.

(a) Principles of Consolidation

The consolidated financial statements incorporate all of the assets, liabilities and results of Oldfields Holdings Limited and all of the subsidiaries (including any structured entities). Subsidiaries are entities the Parent controls. The Parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Inter-company transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as ‘Non-Controlling Interests’. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of profit or loss and other comprehensive income.

Business Combinations

Business combinations occur where an acquirer obtains control over one or more businesses.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained whereby the fair value of the identifiable assets acquired and liabilities assumed, including contingent liabilities, are recognised (subject to certain limited exemptions).

OLDFIELDS HOLDINGS LIMITED

14

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1 Summary of Significant Accounting Policies (continued) (a) Principles of Consolidation (continued)

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in the profit or loss and other comprehensive income statement when incurred.

The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

Goodwill

Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of: (i) the consideration transferred;

(ii) any non-controlling interest (determined under either the full goodwill or proportionate interest method); and (iii) the acquisition date fair value of any previously held equity interest;

over the acquisition date fair value of net identifiable assets acquired.

The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements.

Fair value remeasurements in any pre-existing equity holdings are recognised in profit or loss in the period in which they arise. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss.

The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds less than a 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non-controlling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interest's proportionate share of the subsidiary's identifiable net assets (proportionate interest method). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective notes to these financial statements disclosing the business combination.

Under the full goodwill method, the fair value of the non-controlling interests is determined using valuation techniques which make the maximum use of market information where available. Under this method, goodwill attributable to the non-controlling interests is recognised in the consolidated financial statements.

Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates.

Goodwill is tested for impairment annually and is allocated to the Group's cash generating units or groups of cash generating units, representing the lowest level at which goodwill is monitored being not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of.

Changes in the ownership interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions and do not affect the carrying amounts of goodwill.

(b)

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.

(c) Income Tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

OLDFIELDS HOLDINGS LIMITED

15

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1 Summary of Significant Accounting Policies (continued) (c) Income Tax (continued)

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Tax Consolidation

Oldfields Holdings Limited and its wholly-owned subsidiaries have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

(d) Revenue and Other Income Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and rebates allowed. When the inflow of consideration is deferred it is treated as the provision of financing and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue. Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer of significant risks and rewards of ownership of the goods and the cessation of all involvement in those goods.

Interest revenue is recognised using the effective interest method.

Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint venture entities are accounted for in accordance with the equity method of accounting.

Revenue recognition relating to the provision of services is determined with reference to the stage of completion of the transaction at the end of the reporting period where outcome of the contract can be estimated reliably. Stage of completion is determined with reference to the services performed to date as a percentage of total anticipated services to be performed. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent that related expenditure is recoverable.

All revenue is stated net of the amount of goods and services tax.

(e)

Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

(f) Cash and Cash Equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.

OLDFIELDS HOLDINGS LIMITED

16

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1 Summary of Significant Accounting Policies (continued)

(g)

Trade and Other Receivables

Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Refer to Note 1(s) for further discussion on the determination of impairment losses.

(h) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate proportion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs.

(i) Property, Plant and Equipment

All property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred.

The cost of fixed assets constructed within the Group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Depreciation

The depreciable amount of all fixed assets, including capitalised lease assets, is depreciated on a straight-line basis over the asset's useful life to the company commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

for each class of depreciable assets are:
Class of Fixed Asset	Depreciation Rate
Leasehold improvements	20-33%
Plant and equipment	5-33%
Motor vehicles	18-20%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in the period in which they arise. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings.

(j) Intangibles other than Goodwill

Patents and Trademarks

Patents and trademarks are recognised at cost of acquisition. They have a finite life and are carried at cost less any accumulated amortisation and any impairment losses. Patents and trademarks are amortised over their useful lives ranging from 5 to 10 years.

Research and Development

Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technical feasibility studies identify that the project is expected to deliver future economic benefits and these benefits can be measured reliably.

Capitalised development costs have a finite useful life and are amortised on a systematic basis based on the future economic benefits over the useful life of the project.

OLDFIELDS HOLDINGS LIMITED

17

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1 Summary of Significant Accounting Policies (continued) (k) Investments in Associates An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control of those policies. Investments in associates are accounted for in the consolidated financial statements by applying the equity method of accounting, whereby the investment is initially recognised at cost (including transaction costs) and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate company. In addition, the Group’s share of the profit or loss of the associate is included in the Group’s profit or loss. The carrying amount of the investment includes, when applicable, goodwill relating to the associate. Any discount on acquisition, whereby the Group’s share of the net fair value of the associate exceeds the cost of investment, is recognised in profit or loss in the period in which the investment is acquired. Profits and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group discontinues recognising its share of further losses unless it has incurred legal or constructive obligations or made payments on behalf of the associate. When the associate subsequently makes profits, the Group will resume recognising its share of those profits once its share of the profits equals the share of the losses not recognised.

(l) Trade and Other Payables Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid between 7 and 60 days of recognition of the liability. (m) Provisions Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. (n) Employee Benefits Short-term Employee Benefits

Obligations for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the (undiscounted) amounts expected to be paid when the liabilities are settled.

The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as a part of current trade and other payables in the statement of financial position. The Group’s obligations for employees’ annual leave and long service leave entitlements are recognised as current employee benefit obligations in the statement of financial position.

Other long-term Employee Benefits

Obligations for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period .

Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur.

The Group’s obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the Group does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions.

Defined Contribution Superannuation Benefits

All employees of the Group receive defined contribution superannuation entitlements, for which the Group pays the fixed superannuation guarantee contribution (currently 9.5% of the employee’s earnings) to the employee’s superannuation fund of choice. All contributions in respect of employees’ defined contribution entitlements are recognised as an expense when they become payable. The Group’s obligation with respect to employees’ defined contribution entitlements is limited to its obligation for any unpaid superannuation guarantee contributions at the end of the reporting period. All obligations for unpaid superannuation guarantee contributions are measured at the undiscounted amounts expected to be paid when the obligation is settled and are presented as current liabilities in the Group’s statement of financial position.

OLDFIELDS HOLDINGS LIMITED

18

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1 Summary of Significant Accounting Policies (continued) (n) Employee Benefits (continued)

Termination benefits

When applicable, the Group recognises a liability and expense for termination benefits at the earlier of: (a) the date when the Group can no longer withdraw the offer for termination benefits; and (b) when the Group recognises costs for restructuring pursuant to AASB 137: Provisions, Contingent Liabilities and Contingent Assets and the costs include termination benefits. In either case, unless the number of employees affected is known, the obligation for termination benefits is measured on the basis of the number of employees expected to be affected. Termination benefits that are expected to be settled wholly before 12 months after the annual reporting period in which the benefits are recognised are measured at the undiscounted amounts expected to be paid. All other termination benefits are accounted for on the same basis as other long-term employee benefits.

(o) 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 rate method.

Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current.

(p)

Leases

Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset (but not the legal ownership) are transferred to entities in the consolidated group, are classified as finance leases.

Finance leases are capitalised by recognising an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses in the periods in which they are incurred.

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the lease term.

(q)

Financial Instruments

Recognition and Initial Measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transactions costs except where the instrument is classified ‘at fair value through profit or loss’ in which case transaction costs are expensed to profit or loss immediately.

Classification and Subsequent Measurement

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost.

Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) over the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss.

The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments.

• (i) Financial assets at fair value through profit or loss

Financial assets are classified at “fair value through profit or loss” when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit or loss.

OLDFIELDS HOLDINGS LIMITED

19

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1 Summary of Significant Accounting Policies (continued) (q) Financial Instruments (continued)

• (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost.

Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

(iii) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost.

Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

(iv) Available-for-sale investments Available-for-sale investments are non-derivative financial assets that are either not capable of being classified into other categories of financial assets due to their nature or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

They are subsequently measured at fair value with any remeasurements other than impairment losses and foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss.

Available-for-sale financial assets are classified as non-current assets when they are expected to be sold after 12 months from the end of the reporting period. All other available-for-sale financial assets are classified as current assets.

• (v) Financial liabilities Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

Derivative Instruments

The Group designates certain derivatives as either:

• (i) Hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or

(ii) Hedges of highly probable forecast transactions (cash flow hedge).

At the inception of the transaction the relationship between hedging instruments and hedged items, as well as the Group's risk management objective and strategy for undertaking various hedge transactions is documented.

Assessments, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items are also documented.

(i) Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss, together with any changes in the fair value of hedged assets or liabilities that are attributable to the hedged risk. (ii) Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated in hedge reserve in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts accumulated in the hedge reserve in equity are transferred to profit or loss in the periods when the hedged item affects profit or loss.

Impairment

A financial asset (or a group of financial assets) is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a “loss event”) having occurred, which has an impact on the estimated future cash flows of the financial asset(s).

In the case of available-for-sale financial assets, a significant or prolonged decline in the market value of the instrument is considered to constitute a loss event. Impairment losses are recognised in profit or loss immediately. Also, any cumulative decline in fair value previously recognised in other comprehensive income is reclassified to profit or loss at this point.

In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty; default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults.

OLDFIELDS HOLDINGS LIMITED

20

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1 Summary of Significant Accounting Policies (continued) (q) Financial Instruments (continued)

For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account.

When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Group recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered.

Derecognition

Financial assets are derecognised when the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised when the related obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

(r)

Fair Value of Assets and Liabilities

The Group measures some of it's assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable accounting standard.

Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.

As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.

To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e., the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at reporting date (i.e., the market that maximises the receipts from the sale of the asset or minimises the payment made to transfer the liability, after taking into account transaction costs and transport costs).

For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the entity’s own equity instruments (excluding those related to share based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and where significant, are detailed in the respective note to the financial statements.

(s)

Impairment of Assets

At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (e.g. in accordance with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cashgenerating unit to which the asset belongs.

Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use.

(t) Foreign Currency Transactions and Balances

Functional and Presentation Currency

The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional currency.

OLDFIELDS HOLDINGS LIMITED

21

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1 Summary of Significant Accounting Policies (continued) (t) Foreign Currency Transactions and Balances (continued)

Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is recognised in other comprehensive income, otherwise the exchange difference is recognised in the profit or loss.

Group Companies The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows: (i) assets and liabilities are translated at exchange rates prevailing at the end of the reporting period; (ii) income and expenses are translated at average exchange rates for the period; and (iii) retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of. (u) Issued Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (v) Dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the company. (w) Earnings per Share

Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Oldfields Holdings Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share 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.

(x) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

(y) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in it's financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statement is presented.

(z) Rounding

Amounts in this financial report have been rounded to the nearest thousand dollars unless otherwise stated. The Group is the kind referred to in the Class Order 98/100 dated July 1998 issued by the Australian Securities and Investments Commission. All rounding has been conducted in accordance with the class order.

OLDFIELDS HOLDINGS LIMITED

22

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1 Summary of Significant Accounting Policies (continued)

(aa)

Critical Accounting Estimates and Judgments The directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

Key Estimates

(i) Impairment - general The Group assesses impairment at the end of each reporting period by evaluating conditions and events specific to the Group that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions.

(ii) Employee entitlement provisions - Long Service Leave As discussed in note 1(m), the liability for long service leave is recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.

(iii) Goodwill and other indefinite life intangible assets

The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 1(s). The recoverable amounts of cash generating units have been determined based on value-in use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of estimated future cash flows.

(iv) Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it probably that future taxable benefits will be available to utilise those temporary differences and losses. (v) Derivatives The Group uses valuation techniques to estimate the fair value of certain derivative financial instruments. Information on the key assumptions used in estimating the fair values of these instruments is found at note 16.

Key Judgments (i) Provision for impairment of receivables The provision for impairment of receivables assessment required a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the ageing of the receivables, historical collection rates and specific knowledge of the individual debtors financial position.

(ii) Provision for impairment of inventories

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the ageing of the inventories, and other factors that affect inventory obsolescence.

(iii) Estimation of useful lives of assets

The consolidated entity determined the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and definite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated, or technically obsolete or nonstrategic assets that have been abandoned or sold will be written off or down.

(ab)

New and Amended Accounting Policies adopted by the Group

The group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 July 2014:

(i) AASB 2013-3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non-Financial Assets (ii) AASB 2012–3: Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities (iv) AASB 2014-1 Amendments to Australian Accounting Standards

The adoption of AASB 2013-3 had a small impact on the impairment disclosures and AASB 2014-1 has required additional disclosures in our segment note. Other than that, the adoption of these standards did not have any impact on the current period or any prior period and is not likely to affect future periods.

OLDFIELDS HOLDINGS LIMITED

23

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 1 Summary of Significant Accounting Policies (continued)

(ac) New Accounting Standards for Application in Future Periods

Accounting Standards and Interpretations issued by the AASB that are not yet mandatorily applicable to the Group, together with an assessment of the potential impact of such pronouncements on the Group when adopted in future periods, are discussed below:

• (i) AASB 9: Financial Instruments and associated Amending Standards (applicable for annual reporting periods commencing on or after 1 January 2018).

The Standards will be applicable retrospectively (subject to the comment on hedge accounting below) and include revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting.

The key changes made to the Standard that may affect the Group on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies in line with the new hedge accounting requirements of AASB 9, the application of such accounting would be largely prospective.

The adoption of AASB 9 is unlikely to have an impact on the Group’s financial statements.

• (ii) AASB 15 Revenue from Contracts with Customers (applicable for annual reporting periods commencing on or after 1 January 2017).

The AASB has issued a new standard for the recognition of revenue. This will replace AASB 118 which covers contracts for goods and services and AASB 111 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards. The standard permits a modified retrospective approach for the adoption. Under this approach entities will recognise transitional adjustments in retained earnings on the date of initial application (for example 1 July 2017), without restating the comparative period. They will only need to apply the new rules to contracts that are not completed as of the date of initial application.

Management is currently assessing the impact of the new rules and has identified the following areas that are likely to be affected:

• consignment sales where recognition of revenue will depend on the passing of control rather than the passing of risks and rewards

• the balance sheet presentation of rights of return, which will have to be grossed up in future (separate recognition of the right to recover the goods from the customer and the refund obligation)

At this stage, the group is not able to estimate the impact of the new rules on the group’s financial statements. The group will make more detailed assessments of the impact over the next twelve months.

There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

OLDFIELDS HOLDINGS LIMITED

24

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 2 Revenue and Other Income

The group derives the following types of revenue:

		2015 $'000	2014 $'000
Sales revenue: Sale of goods 14,768 15,738 Rental revenue 12,612 11,493
Total sales revenue 27,380 27,231
Other income: Other income 7 30
Total other income 7 30
Total revenue and other income from continuing operations: 23,099 23,466 4,288 3,795 Attributable to members of the parent entity Attributable to an entitywith non-controllinginterests
Total revenue and other from continuing operations 27,387 27,261
Note 3 Expenses
	Note	2015 $'000	2014 $'000
7,616 8,349 8 1,331 1,017 9 30 152 9 141 - 8,994 9,145 220 42 1,133 1,237 Loss on disposal on investment in associated companies: Reclassification of foreign currency exchange differences relating to associated companies - 1,445 Gain on disposal/reduction of investment in associated companies - (82) Rental expense on operating leases Amortisation expense Goodwill impairment Employee benefits expense Bad and doubtful debts provision Inventory recognised as an expense during the year Depreciation expense Loss before income tax includes the following specific expenses by nature:
- 1,363 Total loss on disposal on investment in associated companies:
Finance costs: - 13 299 305 45 55 109 97 29 15 Unrelated parties Hire purchase charges Unwinding of discount on deferred senior loan note Other borrowingcosts Related parties
482 485 Total finance costs
Note 4 Income Tax Expense
	Note	2015 $'000	2014 $'000
(a) 202 114 12 - Income tax expense Current tax Current tax on profits for the year Adjustments for current tax ofpriorperiods
214 114 13(a) (4) (11) 13(b) 24 44 Total current tax expense Deferred income tax Decrease (increase) in deferred tax assets (Decrease)increase in deferred tax liabilities
20 33 Total deferred tax expense/(benefit)
234 147 Total income tax expense

OLDFIELDS HOLDINGS LIMITED

25

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 4 Income Tax Expense (continued)

	Note	2015 $'000	2014 $'000
(b) Share of net profits of associates and joint venture entities netted directly Net tax effect profit/(loss) from overseas operations Currentyear tax loss not brought to account Revaluation of derivative element of DSLN not deductible Net difference between tax and book value on disposal of PPE Exempt foreign loss from disposal on investment in associated companies Less tax effect of: Non-allowable items Under/(over) provision for income tax in prior year Unwinding of discount on DSLN not deductible Numerical reconciliation of income tax expense to prima facie tax payable/receivable Loss before income tax expense Tax at the Australian tax rate of 30% (2014 – 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income:		(868) (2,429) (260) (729) 47 6 12 (26) 33 29 69 61 - 64 - 409
		(99) (186) - 33 5 (13) (338) (353)
Income tax expense		234 147
Changes in fair value of the cash flows hedge 26 Tax recognised in other comprehensive income		(14) 3
Total tax recognised in other comprehensive income		(14) 3
Tax losses Unused tax losses for which no deferred tax asset has been recognised Operating losses Capital losses		9,134 8,007 273 273
Potential tax benefit@ 30%		2,822 2,484

The unused tax losses were incurred by the Australian tax consolidated group. The losses are currently not considered to be recoverable as the Group is not likely to generate taxable income in the foreseeable future.

The benefits of the above unused tax losses will only be realised if the conditions for deductibility set out in Note 1(c) occur. These amounts have no expiry date.

Note 5 Cash and Cash Equivalents

		2015 $'000	2014 $'000
2 2 818 371 Cash on hand Cash at bank
Total cash and cash equivalents 820 373
(a) Reconciliation to cash flow statement The above cash balance is reconciled to the amount of cash shown in the statement of cash flows at the end of the financial year as follows:
	Note	2015 $'000	2014 $'000
820 373 11 (796) (620) Bank overdrafts Cash and cash equivalents
Balancesper statement of cash flows 24 (247)

(b) Classification as cash equivalents

Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours notice with no loss of interest. Refer Note 1(f) for the Group’s other accounting policies on cash and cash equivalents.

(c) Risk exposure

The Group's exposure to interest rate risk is discussed in Note 15. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each cash and cash equivalents mentioned above.

OLDFIELDS HOLDINGS LIMITED 30 JUNE 2015

26

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 6 Trade and Other Receivables

	2015 $'000	2014 $'000
3,754 3,349 (198) (44) CURRENT Trade receivables Provision for impairment
3,556 3,305 52 473 242 291 Prepayments Other receivables Net trade receivables
3,850 4,069 Total current trade and other receivables

(a) Classification as trade and other receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Loans and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. If collection of the amounts is expected in one year or less they are classified as current assets. If not, they are presented as noncurrent assets. Trade receivables are generally due for settlement within 30 days and therefore are all classified as current. The Group’s other accounting policies and impairment for trade and other receivables are outlined in Notes 1(g) and 1(s) respectively.

(b) Other receivables

These amounts generally arise from transactions outside the usual operating activities of the Group. Collateral is not normally obtained.

(c) Impairment and risk exposure

A provision for impairment is recognised when there is objective evidence that an individual trade or term receivable is impaired. These amounts have been included within the administrative expenses item in the consolidated statement of profit or loss and comprehensive income.

The aging analysis of these receivables are as follows:

	2015 $'000	2014 $'000
16 26 9 15 173 3 Over 6 months 1 to 3 months 3 to 6 months
198 44 Total
Movement in the provision for impairment of receivables is as follows:
	2015 $'000	2014 $'000
44 19 220 42 (67) (19) 1 2 Receivables written off during the year as uncollectable Bad debts recovered Opening balances Provision for impairment recognised during the year
198 44 Closing balance

Past due but not impaired

Amounts are considered as ‘past due’ when the debt has not been settled with the terms and conditions agreed between the Group and the customer or counter party to the transaction. Receivables that are past due are assessed for impairment by ascertaining solvency of the debtors and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group.

As at 30 June 2015, trade receivables of $268,000 (2014: $285,000 ) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

	2015 $'000	2014 $'000
217 156 51 129 Up to 3 months 3 to 6 months
268 285 Total

Credit risk

The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties other than those receivables specifically provided for and mentioned within Note 6. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group.

(d) Financial assets classified as loans and receivables

	Note	2015 $'000	2014 $'000
Total current 3,608 3,778 Trade and other Receivables
15 3,608 3,778 Financial assets

OLDFIELDS HOLDINGS LIMITED

27

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 7 Inventories	Note 7 Inventories	Note 7 Inventories	Note 7 Inventories
	Note	2015 $'000	2014 $'000
916 841 320 433 2,488 3,241 590 510 (327) (214) Work in progress Finished goods Goods in transit Lessprovisions Raw materials and stores
3,987 4,811 Total inventories

The costs of individual items of inventory are determined using weighted average costs. Refer Note 1(h) for the Group’s accounting policies for inventories.

Note 8 Property, Plant and Equipment

	Note	Hire Equipment $'000	Plant and Equipment $'000	Improve- ments $'000	Motor Vehicles $'000	Total $'000
Year ended 30 June 2014
8,517 4,317 385 2,276 15,495 (1,814) (3,531) (268) (1,660) (7,273) Accumulated depreciation/amortisation At 30 June 2013 Cost
6,703 786 117 616 8,222 Net book amount
6,703 786 117 616 8,222 176 100 33 100 409 (115) (10) (4) (16) (145) 3 (492) (216) (60) (248) (1,016) Depreciation expense Year ended 30 June 2014 Opening net book amount Additions Disposals
6,272 660 86 452 7,470 Closing net book amount
8,549 4,347 349 1,996 15,241 (2,277) (3,687) (263) (1,544) (7,771) At 30 June 2014 Cost Accumulated depreciation/amortisation
6,272 660 86 452 7,470 Net book amount
Year ended 30 June 2015
6,272 660 86 452 7,470 0 25 11 7 43 257 107 51 49 464 (67) (11) (1) (51) (130) 3 (823) (245) (59) (204) (1,331) Opening net book amount Exchange differences Additions Disposals Depreciation expense
5,639 536 88 253 6,516 Closing net book amount
8,433 4,388 392 1,574 14,787 (2,794) (3,852) (304) (1,321) (8,271) At 30 June 2015 Cost Accumulated depreciation/amortisation
5,639 536 88 253 6,516 Net book amount
Note 9 Intangible Assets
		Note	Goodwill $'000	Trademark & Licences $'000	Software & Other $'000	Total $'000
Year ended 30 June 2014
5,160 177 372 5,709 (4,181) (144) (208) (4,533) At 30 June 2013 Cost Accumulated amortisation and impairment
979 33 164 1,176 Net book amount
979 33 164 1,176 Additions - - 21 21 Amortisation charge 3 - (13) (139) (152) Opening net book amount Year ended 30 June 2014
979 20 46 1,045 Closing net book amount

OLDFIELDS HOLDINGS LIMITED

28

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 9 Intangible Assets (continued)	Note 9 Intangible Assets (continued)	Note 9 Intangible Assets (continued)	Note 9 Intangible Assets (continued)	Note 9 Intangible Assets (continued)	Note 9 Intangible Assets (continued)
	Note	Goodwill $'000	Trademark & Licences $'000	Software & Other $'000	Total $'000
5,160 177 393 5,730 (4,181) (157) (347) (4,685) At 30 June 2014 Cost Accumulated amortisation and impairment
979 20 46 1,045 Net book amount
Year ended 30 June 2015
979 20 46 1,045 Additions - - 26 26 Amortisation charge 3 - (11) (19) (30) Impairment losses (141) - - (141) Opening net book amount
Balance at 30 June 2015 838 9 53 900
5,160 177 418 5,755 (4,322) (168) (365) (4,855) Cost Accumulated amortisation and impairment At 30 June 2015
838 9 53 900 Net book amount

Intangible assets, other than goodwill, have finite useful lives. The current amortisation charges for intangible assets are included under depreciation and amortisation expense per the statement of profit or loss. Goodwill has an indefinite useful life.

Impairment tests for goodwill

Goodwill is allocated to the Group's cash-generating units (CGUs) according to reporting segment. A CGU level summary of the goodwill allocation is presented below.

	Note	2015 $'000	2014 $'000
- 141 838 838 Consumer products segment Scaffold division segment
838 979 Total

Significant estimate: key assumptions used for value-in-use calculations

The Group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a cash generating unit (CGU) is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on a one-year budget and four-year projections approved by management. Cash flows beyond the one-year budget period are extrapolated using the estimated growth rates stated below. The growth rates for the terminal period do not exceed the long-term average growth rates for the industry in which each CGU operates.

The following key assumptions were used in the value-in-use calculations:

	Growth Rate	Growth Rate	% Terminal Period Growth Rate	Discount Rate %
	Year 1 %	Year 2-5 %
2015
Consumer products Scaffold division	7.00% 3.00% 3.00% 19.64%
	6.10% 2.50% 3.00% 17.39%
2014
Consumer products Scaffold division	7.50% 3.00% 3.00% 19.53% 6.10% 2.50% 3.00% 17.30%

Management has based the value-in-use calculations on budgets for each reporting segment. These budgets use historical weighted average growth rates to project revenue. Costs are calculated taking into account historical gross margins as well as estimated weighted average inflation rates over the period which are consistent with inflation rates applicable to the locations in which the segments operate. Discount rates are pre-tax and are adjusted to incorporate risks associated with a particular segment.

Significant estimate: impairment charge

The impairment charge of $141,000 arose in the consumer product CGU following a review of the Painteroo and WYCO branded products, originally acquired during 2007 and 2008, which are now selling under or as a sub-brand under the Oldfields brand name. The Group reassessed the future benefits of these brand names together with the overall operating result of the segment which lead to impairment charge during the year. No class of asset other than consumer products goodwill was impaired.

OLDFIELDS HOLDINGS LIMITED

29

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 9 Intangible Assets (continued)

Sensitivity

The calculation of value-in-use is most sensitive to changes in the discount rate. As disclosed in Note 1, the directors have made judgements and estimates in respect of impairment testing of goodwill and intangible assets. Should these estimates not occur, the resulting goodwill and intangible assets may vary in carrying amount. If the discount rate was to increase by 3%, goodwill would not need to be impaired with all other assumptions remaining constant, for scaffold division.

Note 10 Trade and Other Payables

	Note	2015 $'000	2014 $'000
1,653 1,655 892 1,136 183 86 Unsecured liabilities Trade payables Sundry payables and accrued expenses Net GSTpayables CURRENT
Total trade and otherpayables 2,728 2,877
(a) Financial liabilities at amortised cost classified as trade and other payables Trade and other payables Total current 2,545 2,791
Financial liabilities as trade and otherpayables 15 2,545 2,791

Trade payables are unsecured and are usually paid within 7-60 days of recognition.

The carrying amounts of trade and other payables are assumed to be the same as their fair values, due to their short-term nature.

Note 11 Borrowings

	Note	2015 $'000	2014 $'000
15 796 620 15 870 116 Other financing liabilities 15 81 86 Hirepurchase liabilities 15 116 149 CURRENT Secured liabilities Bank overdrafts Bank loans
1,863 971 Total current borrowings
Other related liabilities 15 - 69 Unsecured liabilities NON-CURRENT
Total unsecured non-current borrowings - 69
15 2,309 3,688 Hire purchase liabilities 15 106 213 Debt element of deferred senior loan note 15 1,016 907 Secured liabilities Bank loans
Total secured non-current borrowings 3,431 4,808
3,431 4,877 Total non-current borrowings
5,294 5,848 Total borrowings
(a) Current and non-current secured liabilities:
		2015 $'000	2014 $'000
796 620 3,179 3,804 Other financing liabilities 81 86 222 362 1,016 907 Bank overdraft Bank loan Hire purchase liabilities Debt element of deferred senior loan note
5,294 5,779 Total current and non-current secured liabilities

OLDFIELDS HOLDINGS LIMITED

30

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 11 Borrowings (continued)

(b) Compliance with loan covenants

The Group has a finance facility in place with the bank until 31 August 2016 which includes normal commercial terms and conditions which are subject to such covenants as interest cover ratios; capital expenditure limits; gearing ratios; and the Group cannot create or acquire a new subsidiary unless that subsidiary becomes a party to the agreement. The Group complied with all its loan covenants during the year.

	2015 $'000	2014 $'000
Cash at bank Bank overdraft Bank loan Debt element of deferred senior loan note	(818) (371) 796 620 3,179 3,804 1,016 907
Borrowings relating to loan covenants	4,173 4,960
(c) Assets pledged as security Fixed and floating charge over total current and non-current assets	16,092 17,815

(d) Deferred Senior Loan Note On 21 December 2012, the Group's bank swapped senior debt for a Deferred Senior Loan Note (DSLN) for $2,370,224 with a 10 year maturity. The main terms of the loan note are as follows:

• The DSLN is secured against assets of the Group;

• Interest will be capitalised and paid either on termination or early repayment;

• If the DSLN is repaid or partially repaid within the first 5 years, it will attract interest at 12% p.a.;

• If the DSLN is repaid or partially repaid after the first 5 years, the amount of interest paid will be dependent upon the share price of the Group, but capped at 12% p.a.;

• In the event that the weighted average share price of the company is the same or below the issue price (10 cents) of the capital raised at the time of the repayment after the first 5 years, the only payment due will be the original debt;

• The DSLN noteholder will also be entitled to receive a payment to the equivalent value of any dividend payment made by the Group;

• Entitlement to a dividend-triggered payment will be based on the face value of the DSLN divided by the issue price upon commencement of the facility agreement; and

• Other normal conditions apply in respect to meeting gearing and interest cover ratios.

Accordingly, the DSLN has been identified as containing two main components: the core debt and a derivative element capturing the capital appreciation payment, interest and dividend-triggered entitlement. The core debt has been discounted by 12% to net present value over the expected term of the DSLN being 10 years and is included in non-current borrowings.

Note 12 Employee Benefit Obligations

	2015 $'000	2014 $'000
844 1,016 87 59 Non-current employee leave obligations Current employee leave obligations
Total employee benefit obligations 931 1,075

(a) Leave obligations

The leave obligations cover the Group’s liability for long service leave and annual leave.

The current portion for this obligation includes the total amount accrued for annual leave entitlements and the amounts accrued for long service leave entitlements that have vested due to employees having completed the required period of service. Based on past experience, the Group does not expect the full amount of annual leave or long service leave balances classified as current liabilities to be settled within the next 12 months. However, these amounts must be classified as current liabilities since the Group does not have an unconditional right to defer the settlement of these amounts in the event employees wish to use their leave entitlement.

The non-current portion for this obligation includes amounts accrued for long service leave entitlements that have not yet vested in relation to those employees who have not yet completed the required period of service.

The probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits have been included in Note 1(n).

Amounts not expected to be settled within the next 12 months

Current leave obligations expected to be settled after 12 months

444 483

OLDFIELDS HOLDINGS LIMITED

31

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 13 Tax Assets/Liabilities	Note 13 Tax Assets/Liabilities	Note 13 Tax Assets/Liabilities	Note 13 Tax Assets/Liabilities
		2015 $'000	2014 $'000
- 47 CURRENT Income tax receivables
Total current tax assets - 47
39 - Income tax liabilities CURRENT
Total current tax liabilities 39 -
(a) The balance comprises temporary differences attributable to: Employee benefits 34 43 Deferred tax assets
34 43 Other Doubtful debts 4 - Other 10 1
Sub other total 14 1
Total deferred tax assets 48 44 Set-off of deferred tax liabilitiespursuant to set-offprovisions (48) (44)
Net deferred tax assets - -
Deferred tax assets expected to be recovered within 12 months 48 37 Deferred tax assets expected to be recovered after more than 12 months - 7
Total deferred tax assets 48 44
(b) Deferred tax liabilities
		2015 $'000	2014 $'000
The balance comprises temporary differences attributable to: Fixed assets 119 95
Total deferred tax liabilities 119 95 Set-off of deferred tax assetspursuant to set-offprovisions (48) (44)
Net deferred tax liabilities 71 51
Deferred tax liabilities expected to be recovered after more than 12 months 119 95
Total deferred tax liabilities 119 95
(c) Movements in deferred tax (assets)/liabilities
	Opening Balance $'000	Recognised in Profit & Loss $'000	Closing Balance $'000
At 30 June 2015
95 24 119 - (4) (4) (43) 9 (34) (1) (9) (10) Fixed assets Trade and other receivables Employee benefits obligations Other
51 20 71 Net deferred tax(assets)/liabilities
At 30 June 2014
139 (44) 95 (54) 11 (43) 1 (2) (1) Other Fixed assets Employee benefits obligations
86 (35) 51 Net deferred tax(assets)/liabilities

OLDFIELDS HOLDINGS LIMITED

32

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 14 Derivative Financial Instruments

	Note	2015 $'000	2014 $'000
19 - CURRENT ASSETS Forward exchange contracts
Total current derivative financial assets 19 -
- 13 CURRENT LIABILITIES Forward exchange contracts
Total current derivative financial instruments - 13 11(d) 2,138 1,909 NON-CURRENT LIABILITIES Derivative element of deferred senior loan note
Total non-current derivative financial instruments 2,138 1,909
Total derivative financial liabilities 2,138 1,922

(a) Forward exchange contracts

Forward exchange contracts are used to hedge cash flow risk associated with future transactions. Gains and losses arising from changes in the fair value of these derivatives are initially recognised directly in a hedge reserve in the equity section of the statement of financial position as per Note 26. At the date of the transaction, amounts included in the hedge reserve are transferred from equity and included in either the statement of profit or loss and other comprehensive income or the cost of assets. The statement of changes in equity includes transfers to and from the hedge reserve.

(b) Derivative Element - Deferred Senior Loan Note (capital appreciation, interest and dividend-triggered entitlement)

The capital appreciation, interest and dividend-triggered entitlement components of the Deferred Senior Loan Note as per Note 11, have been accounted for as a derivative financial instrument liability on the basis that interest payments are indexed to the value of issued capital, but capped at 12% per annum. The assessed fair value of the derivative takes into account the expected cash flows incorporating the term (10 years) and discount rate used (12%).

Note 15 Financial Risk Management

The Group’s financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable and payable, loans to and from related parties, bills, leases, and derivatives.

The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows:

	Note	2015 $'000	2014 $'000
Financial Assets 5 820 373 6 3,608 3,778 14 19 - Loans and receivables Financial assets at fair value through profit and loss Derivative instruments Cash and cash equivalents
Total Financial Assets 4,447 4,151
	Note	2015 $'000	2014 $'000
Financial Liabilities 10 2,545 2,791 11 5,294 5,848 14 2,138 1,922 Financial liabilities at amortised cost Trade and other payables Borrowings Financial liabilities at fair value through profit and loss Derivative instruments
Total Financial Liabilities 9,977 10,561

Financial risk management policies

The Board of Directors are responsible for managing financial risk policies and exposures of the Group. It also reviews the effectiveness of internal controls relating to commodity price risk, counterparty credit risk, currency risk, liquidity risk and interest rate risk.

The overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, while minimising potential adverse effects on financial performance. This includes the review of the use of hedging derivative instruments, credit risk policies and future cash flow requirements.

OLDFIELDS HOLDINGS LIMITED

33

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15 Financial Risk Management (continued)

Specific financial risk exposures and management

The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk and foreign currency risk. There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks from the previous period.

(a) Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group.

Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability of significant customers and counterparties), ensuring to the extent possible, that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Depending on the division within the Group, credit terms are generally 30 to 45 days from the invoice date.

The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period, excluding the value of any collateral or other security held is equivalent to the carrying amount and classification of those financial assets (net of any provisions) as presented in the statement of financial position. Credit risk also arises through the provision of financial guarantees, as approved at Board level, given to parties securing the liabilities of certain subsidiaries.

Collateral held by the Group securing receivables is detailed in Note 6(d).

The Group has no significant concentration of credit risk with any single counterparty or group of counterparties. Details with respect to credit risk of Trade and Other Receivables is provided in Note 6.

Trade and other receivables that are neither past due or impaired are considered to be of high credit quality. Aggregates of such amounts are as detailed at Note 6.

(b) Liquidity risk Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms:

• preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities;

• monitoring undrawn credit facilities;

• maintaining a reputable credit profile; and

• managing credit risk related to financial assets.

The following table details the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

The following table details the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.	The following table details the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.	The following table details the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.	The following table details the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.	The following table details the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.	The following table details the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.	The following table details the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.	The following table details the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.	The following table details the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Financial asset and financial liability maturity analysis
	Within 1 Year		1 to 5 Years		Over 5 Years		Total
	2015 $'000	2014 $'000	2015 $'000	2014 $'000	2015 $'000	2014 $'000	2015 $'000	2014 $'000
Financial Assets - cash flows realisable Cash and cash equivalents Trade and other receivables Derivative financial instruments	820 373 - - - - 820 373 3,608 3,778 - - - - 3,608 3,778 19 - - - - - 19 -
Total anticipated inflows	4,447 4,151 - - - - 4,447 4,151
Debt element of DSLN Derivative element of DSLN Trade and other payables Amounts payable to related parties Other financing liabilities Finance lease liabilities Derivative financial instruments Financial liabilities due for payment Bank overdrafts and loans	1,851 1,013 2,336 3,735 - - 4,187 4,748 - - - - 2,370 2,370 2,370 2,370 - - - - 4,991 4,991 4,991 4,991 2,545 2,791 - - - - 2,545 2,791 - 69 - - - - - 69 81 86 - - - - 81 86 116 149 106 213 - - 222 362 - 13 - - - - - 13
Total contractual outflows Less bank overdrafts	4,593 4,121 2,442 3,948 7,361 7,361 14,396 15,430 (796) (620) - - - - (796) (620)
Total expected outflows	3,797 3,501 2,442 3,948 7,361 7,361 13,600 14,810
Net (outflow) / inflow on financial instruments	650 650 (2,442) (3,948) (7,361) (7,361) (9,153) (10,659)

OLDFIELDS HOLDINGS LIMITED

34

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15 Financial Risk Management (continued)

Financial assets pledged as collateral

Certain financial assets have been pledged as security for debt and their realisation into cash may be restricted subject to terms and conditions attached to the relevant debt contracts. Refer to Note 11(c) for further details.

In the above table, the derivative element of the DSLN has been shown at face value due to significant uncertainty regarding the capital appreciation, interest and dividend-triggered entitlement, as disclosed in Note 11, within the terms and conditions of the instrument without consideration for future cash outflows of interest.

(c) Market risk

(i) Interest rate risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments.

(ii) Foreign exchange risk

The board and senior management regularly monitor foreign currency movements and has undertaken to use hedging contracts where appropriate to the value of up to 100% of its US dollar requirements over a maximum 6 month period.

Sensitivity analysis

As at the end of the reporting period, the group had the following variable rate borrowings:

	2015	2015	2015	2014	2014	2014
	Weighted Average Interest Rate	**Balance **	% of Total Loans	Weighted Average Interest Rate	Balance	% of Total Loans
Bank overdrafts and bank loans	8.16% 3,975 40% 7.41% 4424 42%

The following table illustrates sensitivities to the Group’s exposures to changes in interest rates, exchange rates and commodity and equity prices. The table indicates the impact on how profit and equity values reported at the end of the reporting period would have been affected by changes in the relevant risk variable that management considers to be reasonably possible.

These sensitivities assume that the movement in a particular variable is independent of other variables.

	Profit	Profit	Equity	Equity
	2015 $'000	2014 $'000	2015 $'000	2014 $'000
+/- 2% in interest rates +/- 5% in$A/$US	72 82 72 82 372 299 372 299

There have been no changes in any of the methods or assumptions used to prepare the above sensitivity analysis from the prior year.

Fair Values

Fair value estimation

The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their carrying amounts as presented in the statement of financial position. Refer to Note 16 for detailed disclosures regarding the fair value measurement of the Group’s financial assets and financial liabilities.

Differences between fair values and carrying amounts of financial instruments with fixed interest rates are due to the change in discount rates being applied by the market since their initial recognition by the Group. Most of these instruments, which are carried at amortised cost (i.e. term receivables, held-tomaturity assets, loan liabilities), are to be held until maturity and therefore the fair value figures calculated bear little relevance to the Group.

	Note	2015	2015	2014	2014
		Carrying Amount $'000	Fair Value $'000	Carrying Amount $'000	Fair Value $'000
Financial assets Cash and cash equivalents 5 Trade and other receivables - Non-related parties - trade and other receivables 6 Total trade and other receivables Derivative liabilities - Forward exchange contracts 14		820 820 373 373 3,608 3,608 3,778 3,778
		3,608 3,608 3,778 3,778 19 19 - -
Total financial assets		4,447 4,447 4,151 4,151

OLDFIELDS HOLDINGS LIMITED

35

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 15 Financial Risk Management (continued)

	Note	2015	2015	2014	2014
		Carrying Amount $'000	Fair Value $'000	Carrying Amount $'000	Fair Value $'000
Financial liabilities Trade and other payables 10 Hire purchase liabilities 11 Other financing liabilities 11 Derivative liabilities - Forward exchange contracts 14 - Derivative element of DSLN 14 Other related parties 11 Bank overdraft 11 Bank loans 11 Debt element of DSLN 11		2,545 2,545 2,791 2,791 222 222 362 362 81 81 86 86 - - 13 13 2,138 2,138 1,909 1,909 - - 69 69 796 796 620 620 3,179 3,179 3,804 3,804 1,016 1,016 907 907
Total financial liabilities		9,977 9,977 10,561 10,561

Note 16 Fair Value Measurements

The Group measures and recognises the following assets and liabilities at fair value on a recurring basis after initial recognition:

• Derivative financial instruments

The Group does not subsequently measure any liabilities at fair value on a non-recurring basis.

(a) Fair value hierarchy

AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level input that is significant to the measurement can be categorised into as follows:

Level 1 Level 2 Level 3 Measurements based on quoted prices (unadjusted) Measurements based on inputs other than quoted prices Measurements based on unobservable in active markets for identical assets or liabilities that included in Level 1 that are observable for the asset or inputs for the asset or liability. the entity can access at the measurement date. liability, either directly or indirectly.

The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.

The following tables provide the fair values of the Group’s assets and liabilities measured and recognised on a recurring basis after initial recognition and their categorisation within the fair value hierarchy.

	Note	Level 1 $'000	Level 2 $'000	Level 3 $'000	Total $'000
30 June 2015
Recurring fair value measurements Liabilities Derivative element of DSLN 14 - 2,138 - 2,138 Derivatives:
Total liabilities recognised at fair value - 2,138 - 2,138
30 June 2014
Recurring fair value measurements Liabilities Liabilities Forward exchange contracts 14 - 13 - 13 Derivative element of DSLN 14 - 1,909 - 1,909 Derivatives:
Total liabilities recognised at fair value - 1,922 - 1,922

There were no transfers between levels for assets or liabilities measured at fair value on a recurring basis during the reporting period (2014: no transfers).

(b) Valuation techniques and inputs used to measure Level 2 fair values (continued)

The forward exchange derivative asset of $19,000 (2014: liability of $13,000) has been valued using Level 2 inputs by reference to quoted market prices in active markets.

The derivative element of the DSLN of $2,138,000 (2014: $1,909,000) has been valued using Level 2 inputs which are included in the terms and conditions of this instrument. Refer note 11(d) for main terms of the loan note.

OLDFIELDS HOLDINGS LIMITED

36

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 16 Fair Value Measurements

(b) Valuation techniques and inputs used to measure Level 2 fair values (continued)

Accordingly, the DSLN has been identified as containing two main components: the core debt and a derivative element capturing the capital appreciation payment, interest and dividend-triggered entitlement. The core debt has been discounted by 12% to net present value over the expected term of the DSLN (being 10 years) and is included in non-current borrowings. The assessed value of the derivative takes into account the expected cash flows incorporating the term (10 years) and discount rate 12%.

There were no changes during the period in the valuation techniques used by the Group to determine Level 2 fair values.

Due to their short-term natures, the carrying amounts of current receivables, current trade and other payables and current interest bearing liabilities is assumed to approximate their fair value.

Note 17 Cash Flow Information

	2015 $'000	2014 $'000
(a) (1,102) (2,576) 1,361 1,168 (10) 27 Other 1 1 (37) (19) 36 (40) - 1,445 - (82) - 823 29 49 109 97 229 205 - (109) 165 (62) 906 (764) (172) 409 86 (49) 20 33 (144) 101 Increase/(decrease) in trade payables and accruals Decrease in income taxes payable Increase in deferred taxes payable Increase/(decrease)inprovisions Share of associated companies' net profit after income tax and dividends Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries: (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories Revaluation of deferred senior loan note to fair value through profit or loss Non-cash proceeds on disposal of investments in associated companies Unrealised exchange gains/losses Unwinding of discount on deferred senior loan note Non-cash acquisitions of property, plant and equipment Net (gain)/loss on disposal of property, plant and equipment Realisation of foreign exchange movements on disposal of investments in associated companies Net loss on disposal of investments in associate companies Loss after income tax Non-cash flows in profit Depreciation and amortisation Accrued interest charges Reconciliation of cash flow from operating activities with loss after income tax
1,477 657 Cash flow from operating activities

Note 18 Parent Information

The following information has been extracted from the books and records of the parent and has been prepared in accordance with Australian Accounting Standards.

	2015 $'000	2014 $'000
Statement of Financial Position ASSETS Current Assets 429 212 Non-current Assets 2,308 2,292
TOTAL ASSETS 2,737 2,504
LIABILITIES Current Liabilities 2,371 526 Non-current Liabilities 6,169 7,052
TOTAL LIABILITIES 8,540 7,578
NET ASSETS (5,803) (5,074)
EQUITY Issued Capital 21,106 21,106 Accumulated Losses (26,928) (26,167) General Reserve 19 (13)
TOTAL EQUITY (5,803) (5,074)
Statement of Profit or Loss and Other Comprehensive Income Loss before tax (764) (271)
Total comprehensive loss (732) (279)

OLDFIELDS HOLDINGS LIMITED

37

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 18 Parent Information (continued)

Loss for the year

The loss for the year for Oldfields Holdings Limited includes the write back of subsidiary loan accounts of $Nil (2014: $390,042) which are eliminated on consolidation.

Guarantees

Oldfields Holdings Limited and it's Australian wholly-owned entities have entered into a deed of cross guarantee under which the company and its subsidiaries guarantee the debts of each other.

Contingent liabilities

The parent entity did not have any contingent liabilities as at 30 June 2015 or 30 June 2014.

Contractual commitments

The parent entity did not have any contractual commitments as at 30 June 2015 or 30 June 2014.

Note 19 Interests in Subsidiaries

(a) Information about Principal Subsidiaries

The subsidiaries listed below have share capital consisting solely of ordinary shares or ordinary units which are held directly by the Group. The proportion of ownership interests held equals the voting rights held by the Group. Each subsidiary’s principal place of business is also its country of incorporation.

Name of subsidiary	Principal Place of Business	Ownership Interest	Non-Controlling Interests
		2015 % 2014 %	2015 % 2014 %
Subsidiaries of Oldfields Holdings Limited: Oldfields Pty Limited Australia 100% 100% 0% 0% Oldfields Advance Scaffold Pty Limited Australia 100% 100% 0% 0% Oldfields Administration Pty Limited Australia 100% 100% 0% 0% Oldfields International Pty Limited Australia 100% 100% 0% 0% Advantage Contracting Pty Limited Australia 100% 100% 0% 0% Advantage Scaffolding Pty Limited Australia 100% 100% 0% 0% Shed Holdings Pty Limited Australia 100% 100% 0% 0% Advance Scaffold Solutions Pty Limited Australia 100% 100% 0% 0% NOST Investments Pty limited Australia 100% 100% 0% 0% Subsidiaries of Oldfields Pty Limited: Midco Pty Limited Australia 100% 100% 0% 0% Subsidiaries of Oldfields Advance Scaffold Pty Limited: Adelaide Scaffold Solutions Pty Limited Australia 60% 60% 40% 40% Subsidiaries of Oldfields Administration Pty Limited: National Office Service Trust Australia 100% 100% 0% 0% Subsidiaries of NOST Investments Pty Limited: H & O Products Pty Limited Australia 75% 75% 25% 25% Subsidiaries of Oldfields International Pty Limited: Oldfields (NZ) Limited New Zealand 100% 100% 0% 0% Oldfields Paint Applications (NZ) Limited New Zealand 100% 100% 0% 0% Oldfields USA Incorporated USA 100% 100% 0% 0% Scaffold Management Systems Pty Limited Australia 100% 100% 0% 0% Subsidiaries of Shed Holdings Pty Limited: Backyard Installations Pty Limited Australia 100% 100% 0% 0% Sheds Plus (NSW) Pty Limited Australia 100% 100% 0% 0% Adelaide Garden Sheds Pty Limited Australia 100% 100% 0% 0% Subsidiaries of Advance Scaffold Solutions Pty Limited: Scaffold The World Pty Limited Australia 100% 100% 0% 0% Foshan AdvcorpScaffold Limited China 100% 100% 0% 0%

Subsidiary financial statements used in the preparation of these consolidated financial statements have also been prepared as at the same reporting date as the Group’s financial statements.

OLDFIELDS HOLDINGS LIMITED

38

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 19 Interests in Subsidiaries (continued)

(b) Summarised financial information of subsidiaries with material non-controlling interests

Set out below is the summarised financial information for Adelaide Scaffold Solutions Pty Ltd that has non-controlling interests that are material to the Group, before any intra-group eliminations. The entity's principal place of business is 12 OG Road, Klemzig, South Australia.

	2015 $'000	2014 $'000
1,009 785 1,833 1,825 (618) (482) (253) (681) Summarised financial position - material non-controlling interests Current assets Non-current assets Current liabilities Non-current liabilities
1,971 1,447 NET ASSETS
556 439 4,287 3,797 674 347 - - Carrying amount of non-controlling interests Summarised financial performance Revenue Profit after tax Other comprehensive income after tax
674 347 Total comprehensive income
270 139 153 149 446 434 (38) (45) (379) (350) Profit attributable to non-controlling interests Distributions paid to non-controlling interests Summarised cash flow information Net cash from/(used in) operating activities Net cash from /(used in) investing activities Net cash from/(used in)financingactivities
29 39 Net increase in cash and cash equivalents

Note 20 Related Party Transactions

(a) Entities exercising control over the Group:

The ultimate parent entity that exercises control over the group is Oldfields Holdings Limited, which is incorporated in Australia.

(b) Subsidiaries

Interests in subsidiaries are set out in Note 19(a).

(c) Key management personnel compensation	(c) Key management personnel compensation	(c) Key management personnel compensation
	2015 $'000	2014 $'000
Short-term employee benefits 546 590 Post-employment benefits 45 47
591 637 Total KMP compensation

Detailed remuneration disclosures are provided in the remuneration report on pages 4 to 6.

(d) Transactions with related parties:

	2015 $'000	2014 $'000
(i) - 1,187 (ii) 7 20 153 149 Other transactions Interest paid to Sibley Investments Pty Ltd, being the holder of a minority interest in Adelaide Scaffold Solutions Pty Ltd Dividends paid to Sibley Investments Pty Ltd, being the holder of a minority interest in Adelaide Scaffold Solutions PtyLtd The following transactions occurred with related parties: Sales and purchases of goods and services Purchases of paint application products by Oldfields Pty Ltd from Enduring Enterprises

OLDFIELDS HOLDINGS LIMITED

39

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 20

Related Party Transactions (continued)

(e) Loans to/from related parties	(e) Loans to/from related parties	(e) Loans to/from related parties
	2015 $'000	2014 $'000
(i) 69 144 (69) (75) 7 20 (7) (20) Loans from other related parties Loan payable to Sibley Investments Pty Ltd, being the holder of a minority interest in Adelaide Scaffold Solutions Pty Ltd Beginning of the year Loan repayments made Interest charged Interestpaid
- 69 End of theyear
- - - 200 - (200) - 2 - (2) Beginning of the year Loans advanced Loan repayments made Interest charged Interestpaid Loan payable to Timms Realty, being a related party of William Lewis Timms (non-executive Sibley Investments Pty Ltd have agreed that the balance of the loan will not be called in over the next 12 months.
- - End of theyear

There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been recognised in respect of impaired receivables due from related parties.

(f) Terms and conditions

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

Note 21 Auditors’ Remuneration

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms:

	2015 $'000	2014 $'000
(a) BDO East Coast Partnership Australia 132 133 12 12 2 7 Other services Auditing or reviewing the financial report Taxation services
Total remuneration of BDO East Coast Partnership Australia 146 152
(b) Network firms of BDO East Coast Partnership Australia 9 10 - 1 Auditing or reviewing the financial statements of subsidiaries Taxation services
Total remuneration of network firms of BDO East Coast Partnership Australia 9 11
(c) Non BDO East Coast Partnership audit firms 2 3 Auditingor reviewingthe financial statements of subsidiaries
Total remuneration of non-BDO East Coast Partnership audit firms 2 3
Total auditors’ remuneration 157 166
Note 22 Segment Information

General Information

Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by Chief Operating Decision Maker (CODM), being the Board of Directors, in assessing performance and in determining the allocation of resources.

The Group is managed primarily on the basis of product category and service offerings as the diversification of the Group's operations inherently have notably different risk profiles and performance assessment criteria. Operating segments are therefore determined on the same basis.

OLDFIELDS HOLDINGS LIMITED

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30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 22 Segment Information (continued)

Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also similar with respect to the following:

• The products sold and/or services provided by the segment;

• • The manufacturing process; - The type or class of customer for the products or service; - The distribution method; and - Any external regulatory requirements.

• Types of products and services by segment (i) Consumer products The consumer products segment imports, manufactures and markets paint brushes, paint rollers, painters tools, garden sheds and outdoor storage systems.

• (ii) Scaffolding The scaffolding segment manufactures and markets scaffolding and related equipment. In addition, this segment is engaged in hiring scaffolding related products to the building and construction industry.

• Basis of accounting for purposes of reporting by operating segments (a) Accounting policies adopted Unless stated otherwise, all amounts reported to the Board of Directors, being the chief operating decision makers with respect to operating segments, are determined in accordance with accounting policies that are consistent with those adopted in the annual financial statements of the Group.

(b) Inter-segment transactions All inter-segment transactions are eliminated on consolidation of the Group's financial statements. Corporate charges are allocated to reporting segments based on the segment's overall proportion of revenue generation within the Group. The Board of Directors believes this is representative of likely consumption of head office expenditure that should be used in assessing segment performance and cost recoveries. Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If intersegment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements. (c) Adjusted EBITDA Adjusted EBITDA excludes discontinued operations and the effects of individually significant expenditure, such as restructuring costs, legal expenses, and impairments when the impairment is the result of an isolated, non-recurring event. It also excludes the effects of equity-settled share-based payments, when applicable and unrealised gains or losses on financial instruments. Interest revenue and finance cost are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the group. (d) Segment assets Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of the economic value from the asset. In most instances, segment assets are clearly identifiable on the basis of their nature and physical location. (e) Segment liabilities Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings. (f) Segment information

Operating Segments

(i) Operating segment performance	(i) Operating segment performance	(i) Operating segment performance	(i) Operating segment performance	(i) Operating segment performance
	Consumer Products $'000	Scaffolding $'000	Intersegment Eliminations/ Unallocated	Total $'000
2015
Revenue Sales Revenue 10,353 17,065 (38) 27,380 Other revenue 2 5 - 7
Total segment revenue 10,355 17,070 (38) 27,387

OLDFIELDS HOLDINGS LIMITED

41

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 22 Segment Information (continued)

	Consumer Products $'000	Scaffolding $'000	Intersegment Eliminations/ Unallocated	Total $'000
2015
Adjusted segment EBITDA (784) 2,066 24 1,364 Depreciation and amortisation expense (166) (1,120) (75) (1,361) Impairment of goodwill (141) - - (141) Net loss on revaluation of DSLN at FVTPL - - (229) (229) Finance costs - - (482) (482) Unrealised(gain)/loss FX - - (19) (19)
Profit before income tax (1,091) 946 (723) (868) Income tax expense - (234) - (234)
Profit after income tax (1,091) 712 (723) (1,102)
2014
Revenue Sales Revenue 11,499 15,796 (64) 27,231 Other revenue 21 9 - 30
Total segment revenue 11,520 15,805 (64) 27,261
Adjusted segment EBITDA (596) 1,278 (1,253) (571) Depreciation and amortisation expense (260) (826) (82) (1,168) Net loss on revaluation of DSLN at FVTPL - - (205) (205) Finance costs - - (485) (485)
Profit before income tax (856) 452 (2,025) (2,429) Income tax expense - (147) - (147)
Profit after income tax (856) 305 (2,025) (2,576)

(ii) Operating segment assets and liabilities

	Consumer Products $'000	Scaffolding $'000	Intersegment Eliminations/ Unallocated	Total $'000
30 June 2015
Segment assets 5,595 12,761 (2,264) 16,092 Segment liabilities (2,306) (1,280) (7,615) (11,201)
Segment net assets 3,289 11,481 (9,879) 4,891
30 June 2014
Segment assets 6,134 12,062 (381) 17,815 Segment liabilities (1,754) (1,210) (8,809) (11,773)
Segment net assets 4,380 10,852 (9,190) 6,042

Note 23 Dividends

(a) Dividends paid or provided for

Since the start of the financial year, no dividends have been paid or declared by the parent entity.

(b) Franking account balance

		Parent Entity	Parent Entity
		2015 $'000	2014 $'000
	Balance at the end of the reporting period Franking credits that will arise from the payment of the amount of provision for income tax Frankingdebits that will arise from the refund of the amount of income tax receivables The amount of the franking credits available for subsequent reporting periods are:	846 809 12 - - (27)
	Franking credits available for subsequent reporting periods based on a tax rate of 30%(2014: 30%)	858 782

(c)

During the year, fully franked dividends were paid by Adelaide Scaffold Solutions Pty Limited (subsidiary of Oldfields Holdings Limited) to Sibley Investments Pty Limited, being the minority interest holder in the entity. Total dividends paid for the year were $153,000 (2014: $149,000).

OLDFIELDS HOLDINGS LIMITED

42

30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 24 Earnings per Share	Note 24 Earnings per Share	Note 24 Earnings per Share
	2015 $'000	2014 $'000
(a) (1,102) (2,576) (270) (139) Profit attributable to non-controllingequityinterest Reconciliation of earnings to profit or loss (Loss) profit for the year
(1,372) (2,715) Earnings used to calculate basic EPS
	2015 No.	2014 No.
(b) 82,176,19882,176,198 Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS
Note 25 Issued Capital
	2015 $'000	2014 $'000
21,106 21,106 Fully paid ordinaryshares 82,176,198(2014: 82,176,198)
The company has authorised share capital amounting to 82,176,198 ordinary shares.
	2015 No.	2014 No.
(a) Ordinary shares 82,176,19882,176,198 At the end of the reporting period
(b) Capital Management Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure that the Group can fund its operations and continue as a going concern.

The Group’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets.

The Group is subject to financing covenants as detailed in Note 11.

Management effectively manages the Group’s capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.

There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. This strategy is to identify opportunities to reduce the Group's gearing ratio. The gearing ratios for the year ended 30 June 2015 and 30 June 2014 are as follows:

	Note	2015 $'000	2014 $'000
11 5,294 5,848 5 (820) (373) Total borrowings Less cash and cash equivalents
4,474 5,475 4,891 6,042 Total equity Net debt
9,365 11,517 Total capital
47.8% 47.5% Gearing ratio

OLDFIELDS HOLDINGS LIMITED

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30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 26 Reserves

The following table shows a breakdown of the statement of financial position line item ‘other reserves’ and the movements in these reserves during the year. A description of the nature and purpose of each reserve is provided below the table.

	Cash Flow Hedge $'000	Foreign Currency Translation $'000	Total $'000
30 June 2014
(6) (1,236) (1,242) As at 1 July 2013
(11) - (11) 3 - 3 - (235) (235) Revaluation - gross Deferred tax Currencytranslation differences - Currentperiod
(8) (235) (243) - - 1,445 1,445 Transactions with owners in their capacity as owners Disposal of associates companies Other comprehensive income
(14) (26) (40) As at 30 June 2014
30 June 2015
(14) (26) (40) As at 1 July 2014
47 - 47 (14) - (14) - 71 71 Deferred tax Currencytranslation differences - Currentperiod Revaluation - gross
33 71 104 Other comprehensive income
19 45 64 As at 30 June 2015

Nature and purpose of other reserves

(i) Cash flow hedge reserve

The cash flow hedge reserve records revaluations of items designated as cash flow hedges.

(ii) Foreign currency translation reserve

The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary.

Note 27 Accumulated Losses

	2015 $'000	2014 $'000
(15,024) (12,299) (1,102) (2,576) (153) (149) Movements in accumulated losses were as follows: Opening balance at 1 July Net loss for the year Dividendspaid
(16,279) (15,024) Closingbalance at 30 June
Members of the parent entity (16,835) (15,463) 556 439 Accumulated losses attributable to: Non-controllinginterest
Total accumulated losses as at 30 June (16,279) (15,024)

Dividends paid to the minority interest holder in a subsidiary entity is detailed in Note 23(c).

Note 28 Commitments

(a) Capital Commitments (b) Lease Commitments (i) Finance Lease Commitments

The Group does not have any capital expenditure commitments at reporting date.

	Note	2015 $'000	2014 $'000
- 132 180 - 117 234 - - - Payable — minimum lease payments Within one year Later than one year but not later than five years Later than fiveyears
249 414 (27) (52) Less future finance charges Minimum lease payments
11 222 362 Present value of minimum leasepayments

Included in finance lease commitments are hire purchase liabilities that are secured by a charge over the hire purchase assets.

OLDFIELDS HOLDINGS LIMITED

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30 JUNE 2015

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 28 Commitments (continued)

(ii) Non-Cancellable Operating Lease Commitments

The property leases are non-cancellable leases with 1-5 year terms, with rent payable monthly in advance. Contingent rental provisions within the lease agreement require that minimum lease payments shall be increased by the lower of the change in the consumer price index or 3-5% per annum. Options exist to renew certain leases at the end of the term for an additional term of 1-5 years. On renewal, the terms of the leases are renegotiated.

	2015 $'000	2014 $'000
- 1,188 1,179 - 1,815 2,326 Within one year Later than oneyear but not later than fiveyears Commitments for minimum lease payments in relation to noncancellable operating leases are payable as follows:
Total operating lease commitments 3,003 3,505
Note 29 Contingent Liabilities and Contingent Assets

The Group does not have any significant contingent liabilities or contingent assets as 30 June 2015 or 30 June 2014.

Note 30 Events After the Reporting Period

There have been no significant events occurring since 30 June 2015.

OLDFIELDS HOLDINGS LIMITED

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30 JUNE 2015

DIRECTORS' DECLARATION

In accordance with a resolution of the directors of Oldfields Holdings Limited, the directors of the company declare that:

1. the financial statements and notes are in accordance with the Corporations Act 2001 and:

2. (a) comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards (IFRS); and

3. (b) give a true and fair view of the financial position as at 30 June 2015 and of the performance for the year ended on that date of the consolidated group;

4. in the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and

5. the directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer.

Oldfields Holdings Limited and its Australian wholly-owned entities have entered into a deed of cross guarantee under which the company and it's subsidiaries guarantee the debts of each other.

At the date of this declaration, there are reasonable grounds to believe that the companies which are party to this deed of cross guarantee will be able to meet any obligations or liabilities to which they are, or may become, subject to by virtue of the deed.

Director

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Tony Joseph Grima

Dated this

31-August-2015

OLDFIELDS HOLDINGS LIMITED

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30 JUNE 2015

Tel: +61 2 9251 4100 Level 11, 1 Margaret St Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia

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INDEPENDENT AUDITOR’S REPORT

To the members of Oldfields Holdings Limited

Report on the Financial Report

We have audited the accompanying financial report of Oldfields Holdings Limited, which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Stat ements, that the financial statements comply with International Financial Reporting Standards .

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

47

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Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Oldfields Holdings Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

Opinion

In our opinion:

• (a) the financial report of Oldfields Holdings Limited is in accordance with the Corporations Act 2001 , including:

• (i) giving a true and fair view of the company’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and

• (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and

• (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 4 to 6 of the directors’ report for the year ended 30 June 2015. 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.

Opinion

In our opinion, the Remuneration Report of Oldfields Holdings Limited for the year ended 30 June 2015 complies with section 300A of the Corporations Act 2001 .

BDO East Coast Partnership

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Paul Bull Partner

Sydney, 31 August 2015

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CORPORATE GOVERNANCE STATEMENT

The Board of Directors of Oldfields Holdings Limited is committed to high standards of corporate governance and adopts wherever possible the principles outlined in the Corporate Governance Principles and Best Practice Recommendations, 3[rd] Edition published by the ASX Corporate Governance Council in March 2014.

The recommendations are written in a principles based fashion and individual boards are able to choose whether to follow the recommended practices or to adopt other practices that are better suited to the individual circumstances of the Group. Given the size and specific circumstances of Oldfields Holdings Limited the Board recognises that some of the best practice recommendations are not suited to obtaining the best shareholder outcomes at the present time. This situation is monitored by the Board and the recommendations will be adopted as and when the Group’s circumstances allow.

All relevant best practice recommendations of the ASX Corporate Governance Council have been applied for the financial year ended 30 June 2015 unless specifically disclosed below. Where a recommended practice has not been followed a detailed description of the practices adopted is provided together with a commentary on how the risks of non-adoption of the recommended practice are mitigated.

Recommendation	Recommended Practice	Oldfields’ Practice
Recommendation 1.1	Establish functions reserved for the board and for senior management.	The recommended practice is adopted
Recommendation 1.2	Undertake appropriate checks prior to appointing as Director	The recommended practice is adopted
Recommendation 1.3	Written agreements in place with Directors and senior executives	The recommended practice is adopted
Recommendation 1.4	Company Secretary accountable to board through the chair	The recommended practice is adopted
Recommendation 1.5	Have a measurable diversity policy	The recommended practice is partially adopted, refer below for variation to recommendation
Recommendation 1.6	Establish a process for evaluating performance of the board	This recommendation has not yet been adopted
Recommendation 1.7	Have a process for periodically evaluating performance of senior executives	The recommended practice is adopted
Recommendation 2.1	The board should have a nomination committee	Nominations are considered by the whole board
Recommendation 2.2	Have a board skills matrix	The recommendedpractice is adopted
Recommendation 2.3	Have a list of directors who are deemed to be independent	The recommended practice is adopted
Recommendation 2.4	Majority of the board should be independent directors	The majority of the Board is not independent and the risk managementprocess is disclosed
Recommendation 2.5	The chair of the board should be independent and not the CEO	The chair is not an independent director, but is independent of the CEO
Recommendation 2.6	Have aprogram for inductingnew directors	The recommendedpractice is adopted
Recommendation 3.1	Establish and disclose a code of conduct	The recommendedpractice is adopted
Recommendation 4.1	The board should establish an audit committee	The recommendedpractice is adopted
Recommendation 4.2	Prior to approving financial statements the board receive from the CFO and CEO declaration of properly maintained records and compliance with accountingstandards	The recommended practice is adopted
Recommendation 4.3	External auditor attends AGM	The recommendedpractice is adopted
Recommendation 5.1	Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.	The recommended practice is adopted. The policy is disclosed
Recommendation 6.1	Provide information about itself and its governance via its website.	The recommended practice is adopted. The policyis disclosed
Recommendation 6.2	Design and implement investor relationsprogram for	The recommendedpractice is adopted
	49	OLDFIELDS HOLDINGS LIMITED 30 JUNE 2015

Recommendation	Recommended Practice	Oldfields’ Practice
	communication with investors
Recommendation 6.3	Policies and processes in place to encourage security holderparticipation	The recommended practice is adopted
Recommendation 6.4	Provide security holders option to receive communication electronically	This recommended practice is adopted
Recommendation 7.1	Establish policies for the oversight and management of material business risks and disclose a summary of thosepolicies	The recommended practice is adopted. The Risk Management Statement is disclosed
Recommendation 7.2	Board to review risk management framework annually	The recommended practice is adopted
Recommendation 7.3	Disclosure of internal audit function	The recommendedpractice is adopted
Recommendation 7.4	Disclose material exposure to economic, environmental and social sustainabilityrisks	The indicated information is provided
Recommendation 8.1	The board should establish a remuneration committee	The recommended practice is adopted, however it does not have a majority of independent directors
Recommendation 8.2	Disclosure of policies and practices of remuneration of non-executive and executive directors.	The recommended practice is adopted
Recommendation 8.3	Policy on equity based remuneration scheme	No equity based scheme in place, recommendation will be adopted when implemented

Up-to-date information is available on the Group’s website which contains a clearly marked corporate governance section.

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Principle 1. LAY SOLID FOUNDATIONS FOR MANAGEMENT & OVERSIGHT

Recommendation 1.1 – Establish functions reserved for the board and for senior management and disclose those functions.

The Board of Directors is accountable to the shareholders for the performance of the Group. The board sets the strategic direction and delegate’s responsibility for the management of the Group to the chief executive officer.

A copy of the Board Charter, which promotes a culture within the Group of accountability, integrity and transparency, is available from the Group’s website.

Each board member must, at all times, act honestly, fairly and diligently in all respects in accordance with the Group’s Code of Conduct and all laws that apply to the Group.

Key matters reserved for the board include:

• Oversight of the Group, including its control, accountability and compliance systems;

• Appointment, monitoring, managing performance and if necessary removal of the chief executive officer, chief financial officer and company secretary;

• Input, assessment, appraisal and final approval of management’s development of corporate strategy and performance objectives;

• Monitoring risk management;

• Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures;

• Approval and monitoring financial and other reporting;

• Ensuring the market and shareholders are fully informed of material developments; and

• Recognising the legitimate interests of stakeholders.

The expectations of directors are outlined in a formal Letter of Appointment which details the term of appointment, fees, power and duties and other information pertinent to their roles.

Responsibility for the day-to-day management of the Group and its operations is delegated to senior executive management. The expectations of senior executive management are outlined in Board decisions which are communicated to the chief executive officer and recorded in the board minutes and also in the position descriptions and KPI’s for each senior executive role.

The board holds a minimum of six formal meetings a year, but usually ten. Additional meetings are held as required.

Details of current members of the board are disclosed in the Directors’ Report.

Recommendation 1.2 – Undertake appropriate checks before appointing or putting forward to security holders a candidate for election as a director

Details are provided on a candidate for Director. These will be provided to security holders prior to any election of new Directors.

Recommendation 1.3 – Written agreements in place with Directors and senior executives

Detailed service contracts are in place for all senior managers and Directors, these are established prior to commencement of employment

Recommendation 1.4 – Company Secretary accountable to the board through the chair

The CFO/Company Secretary has clear lines of accountability with the CFO responsibilities reporting directly through to the CEO and all company secretarial functions reporting through to the chair.

Recommendation 1.5 – Measurable diversity policy

A detailed diversity policy is in place, and available on the company’s webpage. In addition to this, the company’s workplace gender equality report for 2013, 2014 and 2015 are available to view. Whilst the policy diverges from some of the recommendations made, key areas in the recommendation are included in the policy, including the requirement that for all jobs advertised, it is stated that the company is an equal opportunity employer, that at least one female applicant is included in the final shortlist of candidates for the role, and shortlisted candidates are interviewed by a female as well as a male member of staff prior to a final decision on employment.

• Specific targets of women in senior positions within the organization have not been set, as the company will select the best person for the role.

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Recommendation 1.6 – Process for evaluation of the performance of the board

The board has not completed a formal evaluation process within the period. The chairman performs an informal evaluation of individual directors and also of each board meeting. The board will be considering obtaining independent advice during the next financial year.

Recommendation 1.7 – Have a process for periodically evaluating the performance of senior management

Senior executive management is evaluated each year on their performance against stated objectives, goals and key performance indicators (KPI’s).

Overall performance is reviewed by the particular senior executive’s direct supervisor and ultimately by the chief executive officer and/or board of directors.

Principle 2. STRUCTURE THE BOARD TO ADD VALUE

The board currently has three directors, comprising two non-executive directors, including the chairman, and one executive director.

The board has adopted the following principles:

• The same individual should not exercise the roles of chairman and chief executive officer;

• The board should not comprise a majority of executive directors; and

• The board should comprise persons with a broad range of skills and experience appropriate to the needs of the Group.

Recommendation 2.1 – The board should have a nomination committee

Nominations are considered by the board as a whole, and are only accepted if the candidate has the relevant skills required to assist the business in achieving its strategic objectives. Given the size and requirements of the Group, the board has decided that a nomination committee is not required at this point in time.

Recommendation 2.2 – Have a board skills matrix

This has been established.

Recommendation 2.3 – Have a list of directors that are deemed to be independent

The company has one independent director and this is disclosed in the annual report.

Recommendation 2.4 – Majority of the board should be independent directors.

Independent directors are those who are independent of management and free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgment.

In assessing the independence of directors, an independent director is a non-executive director and:

• Is not a substantial shareholder, as defined in section 9 of the Corporations Act, of the Group or an officer of, or otherwise associated directly with, a substantial shareholder of the Group;

• Has not within the last three years been employed in an executive capacity by the Group or another group member, and there has been a period of at least three years between ceasing such employment and serving on the board;

• Has not within the last three years been a principal of a material professional advisor or a material consultant to the Group or another group member, or an employee materially associated with the service provided; and

• Is not a material supplier or customer of the Group or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;

At the date of this report there was one independent director.

The following directors do not meet the independence criteria listed above:

• William Lewis Timms: appointed 18[th] December 2009, currently a non-executive director and substantial shareholder;

• Tony Joseph Grima: appointed 14 October 2013, currently an executive director and shareholder; and

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The board manages the risk of having a majority of non-independent directors through restrictions on trading in shares, restrictions on related party transactions, and a close relationship with the principal provider of debt funding and a strong independent auditor with a focus on controls.

Recommendation 2.5 – The chair of the board should be independent and not the CEO

Due to the size and nature of the business, this recommendation has not been adopted. The chair is a significant shareholder, however the recommendation of the chair not being the CEO is in place.

Recommendation 2.6 – Have a program for inducting new directors and ensuring appropriate professional development opportunities to develop and maintain the skills required to perform their role as directors.

There is an appropriate level of induction for new directors ensuring they understand the business needs and requirements. The board discusses from time to time requirements to ensure continuous development of skills for the performance of their role as director.

Principle 3. PROMOTE ETHICAL AND RESPONSIBLE DECISION – MAKING

Recommendation 3.1 – Establish and disclose a Code of Conduct and disclose the code or a summary of the code as to the practices necessary to maintain confidence in the company’s integrity, the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

The board has a code of conduct for directors and Group officers and employees. The key elements of the code are:

• Conflicts of interest;

• Corporate opportunities;

• Confidentiality;

• Fair dealing;

• Protection of assets;

• Compliance with laws and regulations; and

• Promotion of ethical and lawful behavior.

The policy is available on the company’s webpage.

Principle 4. SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

The chief executive officer and the chief financial officer state, in writing, to the board that the Group’s financial reports present a true and fair view, in all material respects, of the Group’s financial position and operational results and are in accordance with relevant accounting standards.

Recommendation 4.1 – the board should establish an audit committee.

The board has an audit committee, which:

• Has two members who are non-executive directors;

• Has a written charter which can be obtained from the Corporate Governance section of the Group’s website; and

• Includes members who are all financially literate.

Details of the members are disclosed in the Director’s Report.

The board recognises that an independent audit committee is an important feature of good corporate governance.

The audit committee:

• consists only of non-executive directors, however all directors are entitled to receive the papers of the committee and to attend meetings of the committee and to meet with the auditors;

• is chaired by an independent chairman, who is not chair of the board;

• has two members. Given the size and structure of the board, as discussed in Recommendation 2.1, the board feels that two members both of whom are financially literate, is sufficient at this time.

The risk with a small committee is that the members will lack the diversity to raise and recognise issues. Risk is managed through specific working arrangements with the auditors having access to the full board at any time upon their request and through ensuring

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53

that the chairman of the audit committee is a well-qualified independent director. It is intended to review this arrangement and adopt the recommended practice if and when the board composition changes.

The audit committee has a formal charter, the key elements of the charter are:

• Role of the committee;

• Membership;

• Meetings;

• Responsibilities;

• Authority;

• Independence; and

• Non-audit work.

The board and audit committee closely monitor the independence of the external auditor. The audit committee meets a minimum of twice a year. The committee also meets in private, with management without the external auditor and, at a separate time, with the external auditor without management.

Recommendation 4.2 – Prior to approving financial statements the board receive from the CFO and CEO a declaration of properly maintained records and compliance with accounting standards.

The chief executive officer and the chief financial officer state, in writing, to the board that the Group’s financial reports present a true and fair view, in all material respects, of the Group’s financial position and operational results and are in accordance with relevant accounting standards.

The members of the audit committee are:

• Stephen Charles Hooper; and

• William Lewis Timms (Chairman).

The details of the qualifications of the audit committee members are disclosed in the Directors’ Report.

The details of the number of audit committee meetings held are contained in the Directors’ Report.

Departures from recommendations included in Principle 4 have been disclosed in the discussion of the relevant recommendations.

Recommendation 4.3 – External auditor attends AGM

The lead partner from the company’s auditors always attends the company’s AGM.

Principle 5. MAKE TIMELY AND BALANCED DISCLOSURE

Recommendation 5.1 – Establish policy on ASX Listing Rule disclosure requirements and ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.

The Group has established procedures to ensure compliance with ASX Listing Rules which require that when an entity becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities, the entity must immediately tell ASX that information.

A Continuous Disclosure Policy and Procedure has been prepared and is available from the Corporate Governance section of the Group’s website.

Principle 6. RESPECT THE RIGHTS OF SHAREHOLDERS

Recommendation 6.1 –Provide information about itself and its governance via its website.

The company has a comprehensive website for security holders, included in this website are full governance policies.

Recommendation 6.2 : Design and implement investor relations program for communications with investors.

The Group has developed and implemented a shareholder communication strategy. The Group promotes effective communication with shareholders and encourages effective participation at the Group’s general meetings.

Shareholders and other parties will be able to access the following information from the Group’s website:

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• Copies of all announcements given to the ASX;

• Press releases and copies of letters to shareholders;

• Copies of annual and half year financial reports; and

• Details of notices of shareholders meetings including information on general meetings.

The requirements of continuous disclosure ensure that the Group discloses relevant information to the shareholders and the market in a timely and full manner.

The Shareholder Communication Strategy is available on the Oldfields website.

Recommendation 6.3 – Disclose policies and processes in place to encourage shareholder meeting participation

Security holders who are unable to attend meetings are given the opportunity in shareholder communications to ask questions of the directors and responses are provided to them.

Recommendation 6.4 – Provide security holders the option to receive communications electronically.

The company’s share registry provider provides this option to all security holders.

Principle 7. RECOGNISE AND MANAGE RISK

Recommendation 7.1 – Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.

The board recognises that there are a number of complex operational, commercial, financial and legal risks and has in place procedures to safeguard the Group’s assets and interests.

A Work Health and Safety Committee has been established to monitor and recommend changes to safe working practices and a safe working environment. The chairman is not a director, and the committee comprises the managing director, senior executive officers and employee representatives.

The board has developed a risk management policy the purpose of which is:

• Identify, access, monitor and manage risk;

• Inform investors of material changes to the Group’s risk profile;

• Enhance the environment for capitalising on value creation opportunities;

• Ensure compliance with the Corporations Act;

• Consider the reasonable expectations of its stakeholders;

• The measures and procedures in place to comply with these regulations; and

• How compliance with those measures and procedures will be monitored.

A summary of these policies is contained in the Risk Management Statement which is disclosed on the Oldfields website.

Recommendation 7.2 – The board should review the risk management framework annually.

The Group’s risk management policy is designed and implemented by the board of directors’ which meet regularly to identify all major risks, ensure appropriate risk management plans are in place and to monitor the effectiveness of the implementation of the risk management plans.

The chief executive officer and the chief financial officer are required to state in writing to the board that the Group’s risk management and internal compliance and control system is operating effectively and efficiently in all material aspects.

Recommendation 7.3 – The board should disclose whether it has an internal audit function, how the function is structured and what role it performs.

From time to time, the board will outsource the internal audit function to a company that specializes in this work. The company will review certain areas of controls and compliance and report back to the CEO/CFO and manager of the area. This report when finalized with comments from management along with timelines for compliance are provided to the board for review.

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Recommendation 7.4 - Disclose material exposure to material exposure to economic, environmental and social sustainability risk.

The business is exposed to various risks, in particular economic and social sustainability risk. The board is fully aware of these and these risks are mitigated wherever possible. In terms of social sustainability risk, the company is a party to the packaging covenant agreement and always reviews product packaging for sustainability and recyclability.

Principle 8. REMUNERATE FAIRLY AND RESPONSIBLY

Recommendation 8.1 – The board should establish a remuneration committee.

The board has established a remuneration committee. The remuneration committee is responsible for developing and recommending to the board:

• Remuneration policies for non-executive directors;

• Remuneration policies for the chief executive officer and chief financial officer;

• Remuneration policies for executive management;

• All aspects of any executive share option or acquisition scheme;

• Superannuation policies;

• Policies which motivate senior executives to pursue the long term growth and success of the Group; and

• Policies which show a clear relationship between senior executives’ performance and remuneration.

The board has a remuneration committee which has two members and a documented charter. The members and qualification of the remuneration committee are disclosed in the Directors’ Report.

Due to the size and nature of the board as discussed in recommendation 2.4 the following items of recommendation are not followed:

• consists of a majority of independent directors; and

• has at least three members.

The remuneration of non-executive directors is by way of director’s fees in the form of cash, non-cash benefits and superannuation benefits.

The total annual remuneration paid to non-executive directors may not exceed the limit set by shareholders at the annual general meeting.

Non-executive directors do not receive options unless approved by shareholders.

Recommendation 8.2 - Disclosure of policies and practices of remuneration of non-executive and executive directors..

The Group has clearly differentiated the remuneration structure of executive and non-executive directors. The key elements of the remuneration philosophy are disclosed in the Remuneration Committee Charter which is available on the Oldfields website.

Recommendation 8.3: Policy on equity based remuneration scheme.

The company currently does not have an equity based remuneration scheme. Prior to one being implemented and approved by security holders a policy will be established for security holders to review.

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RISK MANAGEMENT STATEMENT

1. Introduction

This statement provides an overview of the Group's risk management policies and internal compliance and control systems in accordance with Principle 7 of the ASX Principles of Good Corporate Governance.

2. Responsibility

The Board of Directors are responsible for oversight on a regular basis of the Group's procedures and risk management policies. The responsibility of the board is codified under the Board Charter, which is available on the Group’s website. The Group also has an audit committee, the responsibilities of which are documented in the Audit Committee Charter which is also available on the Group’s website.

3. Risk Management Monitoring

The board has implemented a combination of internal policies and procedures and use of external audits to monitor risk management and its effectiveness.

3.1. Standard Operating Procedures (SOP's)

The board has implemented risk management policies covering areas of business risk such as:

• Work health and safety;

• Finance and treasury;

• Human resources;

• Asset protection (insurance); and

• Codes of conduct.

The policies referred to are regularly reviewed and an internal mechanism exists whereby the board and committee members have access to these reports on an internal intranet site. The board manages these risks appropriately with reference to identification, implementation and review of these risks and procedures.

3.2. External Audits

The external audit of the Group is conducted annually. There is also a formal review at least once every year. Both the audit and review are conducted by an external auditor.

The Group has a Work Health and Safety Committee which has received training and certification by external OH&S providers.

The Group engages with qualified external advisors annually in relation to asset protection. Where possible the board adopts the most practical and affordable insurance policies suitable to protect major assets of the Group.

In general an external qualified auditor and or valuers are engaged by the board in determining large asset values on acquisition of assets. An external valuation is obtained to determine and verify carrying values of investment property by an external independent registered property valuer at least every three years.

3.3. Risk Management Statements

The integrity of the Group's financial reports relies on sound business and risk control systems.

Annually, the chief executive officer (CEO) and the chief financial officer (CFO) are required to sign a Risk Management Statement that is provided to the audit committee in writing.

The CEO and CFO sign a statement regarding the adequacy of financial controls in accordance with section 295a of the Corporations Act 2001.

The board requires management to report on the key business risks for each area of the business at each board meeting.

3.4 Internal Audit

Given the Group's size, an internal auditor is not practical. In addition, the presence of an executive director on the board allows for detailed oversight of risks within each business by managers who are familiar with the risk environment but not directly involved in the management of that particular business. In addition to this the company from time to time will utilise the services of an internal auditing company to provide oversight of certain aspects of the business.

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3.5 External Covenants

The Group has voluntarily associated itself with the following self-regulated authorities:

• WGE (Workplace Gender Equality Act): The Group reports annually on targets and policy to an external agency in regards to Equal Opportunity Guidelines and Policy within the work force. The board receives and reviews this annually; and

• Australian Packaging Covenant: The Group sets targets to reduce packaging waste and environmental impact of packaging waste. Targets are set and guidelines adopted and where possible administered by management. The board reviews these targets annually.

The Group has also entered into an agreement with its principal lender (Westpac Banking Corporation) which provides external overview of financial risks by a representative of the bank.

4. Formal Risk Management Practices

The Group operates a formal process for risk management which includes:

• Risk identification;

• Risk analysis;

• Risk evaluation;

• Risk mitigation;

• Risk monitoring and reporting; and

• Risk communication.

The risk management process meets appropriate professional standards and is reviewed annually by the board of directors. The process meets, but is not limited to the requirements of Principle 7 of the ASX Principles for Good Corporate Governance.

5. Risk Reporting and Communication

Risks are reported and their monitoring and management are communicated in accordance with the diagram below:

Material Risks	General Reporting	Accountabilities
	Board of Directors
Direct risk response or accept material risk	Review and approve risk mitigation strategies or accept risk	Oversight of framework and sufficiency of reporting
	Chief Executive Officer (CEO)
Implement risk response or escalate to Board of Directors	Review and approve risk reporting and mitigation strategies	Oversight of corporate risks and adequacy of framework
	Chief Financial Officer (CFO)
Recommend material risk escalation to CEO or board of directors	Consolidate risk assessments and prepare summary reporting	Implement and monitor ERM framework and ERM system
	Finance Department
Identify and report material risks as they arise	Prepare risk assessments in accordance with ERM framework	Operationally manage risks and escalate issues

Communication

Effective risk management is reliant on the timely and open communication of actual or potential risk events across the organisation. Free and frank communication is at the heart of the Group's risk management approach, and where the processes and accountabilities described in these standards may not support a suitably rapid response to any risk, then communication should be undertaken using whatever means to achieve the best outcome for the Group.

For the avoidance of doubt, Oldfields Holdings Limited has a whistleblower policy in place and encourages all staff to report risks of which they are aware.

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SHAREHOLDER INFORMATION

The shareholder information set below was applicable as at 26 August 2015.

(a) Distribution of Equitable Securities

Analysis of numbers of equity security holders by size of holding:

Category (size of holding)	Ordinary Shares	Ordinary Shares
	Shares	Options
1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over	66 - 77 - 24 - 74 - 43 -
	284 -
Holdings less than a marketableparcel	185 -

(b) Substantial Shareholders

Substantial holders (5% or more) in the company are set out below:

Shareholder	Ordinary Shares	Ordinary Shares
	Number Held	Percentage of Issued Shares
Mr Williams Lewis Timms & Mrs Carolyn Jane Timms Lymgrange PtyLimited	39,384,528 47.93% 4,399,369 5.35%

(c) Equity Security Holders

The names of twenty largest quoted equity security holders are listed below:

Shareholder	Ordinary Shares	Ordinary Shares
	Number Held	Percentage of Issued Shares
1. Mr Williams Lewis Timms & Mrs Carolyn Jane Timms 2. Lymgrange Pty Limited 3. Dixson Trust Pty Limited 4. Copy That Pty Ltd / Mr Rodney Boyce Hass SF A/C 5. Ufba Pty Ltd 6. Benger Superannuation Pty Limited / Benger Super Fund A/C 7. Starball Pty Ltd 8. Luton Pty Ltd 9. Dr Gordon Bradley Elkington 10. Mr Warwick Every-Burns & Mrs Kathryn Every-Burns / Wake Super Fund A/C 11. Oceanridge Limited 12. Mr Paul John Simpson 13. Mr Brian Garfield Benger 14. Myall Resources Pty Ltd / Myall Group Super Fund A/C 15. Shandora One Pty Ltd / Benger Super Fund A/C 16. The Genuine Snake Oil Company Pty Ltd / Morson Group Super Fund A/C 17. Vivre Investments Pty Ltd 18. Mrs Antionette Giles 19. Man Investments (NSW) Pty Ltd / AMC Super Fund A/C 20. Toveken Properties PtyLtd	39,384,528 47.93% 4,399,369 5.35% 4,000,000 4.87% 3,695,000 4.50% 2,926,068 3.56% 2,565,312 3.12% 1,782,486 2.17% 1,579,887 1.92% 1,527,108 1.86% 1,500,000 1.83% 1,350,000 1.64% 1,200,000 1.46% 1,120,000 1.36% 995,000 1.21% 730,614 0.89% 700,000 0.85% 687,757 0.84% 684,764 0.83% 675,096 0.82% 584,394 0.71%
	72,087,383 87.72%

Unquoted Equity Securities

There are no unquoted or unissued securities as at 30 June 2015.

(d) Voting Rights

The voting rights attaching to each class of equity securities 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.

(e) On-market Buy Back

There is no current on-market buy back.

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CORPORATE DIRECTORY

Directors

Tony Joseph Grima William Lewis Timms Stephen Charles Hooper

Company Secretary

Gregory John Park

Share Register

Boardroom Pty Ltd Level 7, 207 Kent Street Sydney NSW 2000

Banker

Westpac Banking Corporation Level 12, 55 Market Street Sydney NSW 2000

Notice of Annual General Meeting

The Annual General Meeting of Oldfields Holdings Limited will be held at: AICD Boardroom Level 1, 20 Bond Street Sydney NSW 2000 Time: 2:00pm Date: Monday 23rd November 2015

Auditor

BDO East Coast Partnership Level 11, 1 Margaret Street Sydney NSW 2000

Stock Exchange Listing

Registered Office

Oldfields Holdings Limited 8 Farrow Road, Campbelltown NSW 2560

Oldfields Holdings Limited shares are listed on the Australian Securities Exchange (ASX code: OLH)

Website

Principal Place of Business

www.oldfields.com.au

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