Savor Limited/Announcement
Savor Limited logo

Savor posts record annual result

Full Year Results24 May 2023SVRConsumer Staples

Results Announcement
(for Equity Security issuer)




Results for announcement to the market

Name of issuer Savor Limited

Reporting Period 12 months to 31 March 2023

Previous Reporting Period 12 months to 31 March 2022

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

52,378 71.28%

Total Revenue 52,378 71.28%

Net profit/(loss) from continuing

operations

(2,334) 53.65%

Total net profit/(loss) (2,334) 53.65%

Final Dividend

Amount per Quoted Equity Security Not Applicable

Imputed amount per Quoted Equity

Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable


Current period Prior comparable period

Net tangible assets per Quoted

Equity Security

$(0.13) $(0.18)

A brief explanation of any of the

figures above necessary to enable

the figures to be understood


Authority for this announcement

Name of person authorised to make

this announcement

Tim Peat

Contact person for this

announcement

Tim Peat

Contact phone number +64 21 049 7442

Contact email address

tim@savor.co.nz

Date of release through MAP 25/05/2023


Audited financial statements accompany this announcement.

---

Annual
Report 2023

New Zealand's premier

hospitality group

In this report
02

Location Overview

04

Our Performance

07

Letter to Shareholders

- From Chair & CEO

10

Savor’s Five Year Performance

Transformation

12

Bivacco Bar & Griglia

14

Our People

18

Corporate Governance

22

Financial Statements

42

Independent Auditor's Report

46

Shareholder and Statutory

Information

49

Corporate Directory

1

Savor Group 2023 Annual Report

BIVACCO
AUCKLAND FISH MARKET

BANG BANG KITCHEN

LOBSTER & TAP

MARKET GALLEY

THE WRECK

OJI


THE STORE

NON SOLO PIZZA

AZABU PONSONBY

AZABU MISSION BAY

New Zealand’s

premier hospitality group

Creating original food and entertainment experiences at iconic Auckland locations.

WYNYARD QUARTER

BRITOMART

MISSION BAY

PARNELL

PONSONBY

MOVIDA

BAR NON SOLO

EBISU

AMANO

TOMMY'S

THE STORE

ORTOLANA

OJI

Location Overview

2

Savor Group 2023 Annual Report

Our numbers
at a glance

REVENUE

$

52m

71%

EBITDA*

$

5.2m

72%

ADDITIONAL

VENUES ADDED

3

(

20

total

)

PRINCIPAL

DEBT REPAID

$

3.7m

106%

TOTAL

ASSETS

$

56m

3%

OPERATING

CASH FLOWS

$

6.1m

106%

CAPITAL RAISED

$

5.3m

EMPLOYEES

601

60%

* EBITDA is earnings before interest, tax, depreciation, amortisation, impairment and restructuring costs.

4

Savor Group 2023 Annual Report

Our Performance

Our Performance
5

Savor Group 2023 Annual Report

Letter to
Shareholders

From Chair & CEO

6

Savor Group 2023 Annual Report

Letter to Shareholders - From Chair & CEO

Dear Shareholders,
Against a backdrop of an acute shortage of workers,

increasing salary and wage costs, and the steep rise in

input prices, we are pleased to report Savor Group has

delivered results ahead of expectations for the 2023

financial year.

• Total annual revenue of $52.4m, an increase of over

70% from 2022

• Operating earnings of $5.2m (within the guidance

range provided to the NZX in January) increased

from $3.0m in 2022

• Cash flow exceeding $6m, increased from $2.9m

in 2022

Savor has also continued to improve its balance sheet,

with the repayment of over $3.6m of principal debt and

the repayment of the $2.85m deferred consideration

for the acquisition of Amano and the HIP Group. This

strengthening was assisted by the additional capital issued

during the year of approximately $5m. Together with the

strong growth in operating cash flow, Savor Group ends

the financial year well positioned with both a strengthened

balance sheet and strong earnings.

The Executive Team is proud of the progress Savor has

made over the last five years, as illustrated by the key

financial metrics shown overleaf.

With revenue increasing 229%

from 2019, a $10m turnaround of

operating cash flow, and a 362%

increase in EBITDA, we hope you

share our confidence that increased

stock liquidity and growth in our

share price will follow.

Looking forward, this year will be another challenge

with a difficult macroeconomic environment that will

require excellence in execution as well as a determined

approach on cost reductions and a focus on efficiency by

management to ensure the momentum is capitalised on

and to deliver continued growth.

Financial Year 2023 in Detail

The Group had a slower than forecast first quarter of the

year, reflecting the continued impact of the Auckland

Omicron restrictions in April and May 2022. The following

winter months saw a slow return of corporate workers to

the Auckland CBD which depressed revenue levels against

expectations. This environment, combined with staff wage

pressure and input cost increases, compressed first half year

margins. Savor moved decisively to implement menu price

increases in the middle of the year, offsetting costs ahead

of the busy summer trading period. This strategy of margin

protection was successful, and despite the raised prices

growing revenue has demonstrated the power of our brands.

Savor also took a proactive approach towards the national

industry staffing crisis. This proved pivotal in solving the post

COVID shortages affecting restaurant revenue since 2021. The

slow reopening of the international border and the changes

to Government immigration policy had resulted in a critical

lack of experienced hospitality workers. Savor used offshore

hospitality consultancies and leveraged existing international

staff to refer experienced workers to us. Working with the

Ministry of Immigration, we were able to secure a pipeline of

international workers from early September 2022 allowing

our venues to re-establish pre COVID trading hours. This

recruitment came at a cost to the Group, but was invaluable

in ensuring Savor was able to trade at full capacity by the

summer. From early 2023 the number of working holiday visa

travellers significantly increased, accordingly we have been

able to turn off the investment in international recruitment.

The 2022 summer trading period started strongly with

demand high at all venues. Revenue peaked at $6.9m in

December 2022 a record month for Savor, and a number of

the Group’s signature venues had record daily and weekly

sales. The investment in staffing levels across the Group had

paid off significantly by the end of 2022 with all venues at full

trading as well as new openings of OJI Sushi and The Store at

Auckland Fish Market.

The early months of 2023 were impacted by the disastrous

weather events of January and February. Thankfully our

teams remained safe and only a few staff members required

Group assistance with temporary accommodation. There

was no significant damage to our venues other than some

light flooding. Unfortunately Savor’s goods distribution

centre at Waimauku was impacted due to a prolonged power

outage, resulting in the loss of perishable stock and closing

operations for three days. A receivable in relation to this is

recognised in the financial statements for an insurance claim

totalling less than $0.1m.

Trading significantly improved in March 2023 with an influx

of corporate workers and university students returning into

Auckland’s centre. The Group achieved revenue of $6.4m for

March, a level consistent with that expected during summer,

throwing relief to the impact of the weather events on

previous months’ trading.

Letter to Shareholders - From Chair & CEO

7

Savor Group 2023 Annual Report

Outlook
Financial year 2024 will be a year of

consolidation for Savor Group. The

Executive Team is committed to a four

pillar strategy for the coming year:

continuing revenue momentum, prioritising

free cashflows, driving operating earnings

and paying down debt.

Savor’s Board is committed to providing

shareholders an income stream, looking to

pay dividends in the coming years based

on the continued growth of free cashflow.

Thank you for your investment and

support. We are encouraged by the

strong result for 2023 and look forward

to meeting you in person at our AGM

in August.

Growth

The 2023 financial year was a marquee

year for Savor in executing its multi-

year growth strategy. Cult Australian

restaurant MoVida was opened in

September 2022, and modern Italian

bistro and bar Bivacco followed in

November, both to critical acclaim.

MoVida opened in the Seafarers Building

in Britomart, trading on a five day

schedule, and was immediately ahead

of revenue expectations. The MoVida

fitout completed the redevelopment of

Seafarers Level 2 which had started in

2021 with the opening of Bar Non Solo.

MoVida has transformed this key harbour

view site, which had not been updated

since 2011, and remains a trophy location

for Savor Group.

Bivacco opened in November 2022,

following an extensive redevelopment

of its prime, corner Viaduct site. Bivacco

quickly established itself as a thriving

bar-bistro outperforming all expectations.

On this basis we are pleased to

announce Savor has extended the site

lease to a ten year term. We are confident

Bivacco will remain hugely popular. Savor

now has a prominent foothold in the

flourishing Viaduct hospitality precinct, a

further diversification from our holdings

in Britomart.

As noted at the Annual Meeting in August

2022, we expect these two venues

to represent approximately $20m of

annualised revenue, with EBITDA returns

of 20-25% on an ongoing basis.

Paul Robinson

Executive Chair

Lucien Law

Chief Executive

Letter to Shareholders

From Chair & CEO (continued)

8

Savor Group 2023 Annual Report

Letter to Shareholders - From Chair & CEO

9
Savor Group 2023 Annual Report

Savor’s Five Year
Performance Transformation

The Executive Team is immensely proud of the Group's performance on its key metrics over the last five difficult

years. Coping with and ultimately divesting the underperforming Moa business while navigating the uniquely difficult

Auckland business environment over COVID may have slowed the groups delivery, but hasn’t altered our progress.

We are pleased to report that on all four key indicators the group has made substantial gains and is well positioned to

build on this momentum at pace. We believe despite the challenging economic backdrop, the work done to date (as

depicted below) has produced a resilient, market leading hospitality group that will out perform market expectations.

10

Savor Group 2023 Annual Report

Savor’s Five Year Performance Transformation

-

10,000,000

20,000,000

30,000,000

40,000,000

60,000,000

50,000,000

20192021202220232020

COVID-19

Continued focus on growth and quality of execution has allowed the group to leverage

off its core business to increase revenue by 229% in the five years since 2019.

Managements determined approach to cost control has yielded a $10m

turnaround in cashflows, representing a 270% increase over the last 5 years.

Revenue

Operating Cash Flows

20192021202220232020

COVID-19

- 4,000,000

- 2,000,000

-

2,000,000

4,000,000

8,000,000

6,000,000

11
Savor Group 2023 Annual Report

Savor’s Five Year Performance Transformation

A controlled approach to balancing growth and prudent debt management, as well as

continued support from our shareholders, has significantly altered the debt levels of

the business and greatly reduced the cost of capital as the market has moved.

From a EBITDA loss of $2m to a profit in excess of $5m, Savor has

delivered a 362% increase in group earnings over the last five years.

Ratio of Debt to EBITDA

EBITDA

2.00

4.00

6.00

8.00

10.00

12.00

-

1,000,000

- 1,000,000

- 2,000,000

2,000,000

3,000,000

4,000,000

6,000,000

5,000,000

20192021202220232020

2021202220232020

COVID-19

COVID-19

12
Savor Group 2023 Annual Report

Snapshot: Bivacco

A bold restaurant serving simple unfussy Italian food built from locally sourced

ingredients. A place for slow lunches, memorable dinners, after work drinks and

weekend feasts, located in the jewel of Auckland’s Harbour. Eat well, drink well, live well.

13
Savor Group 2023 Annual Report

Snapshot: Bivacco

Bivacco will no doubt be among

the awards next year but for

now it’s setting a high standard

for other openings in 2023.

Book now if you can get in.

Jesse Mulligan – Viva, 30 November 2022



revenue per seat

$87k

average weekly

revenue

$240k

average

cheque size

$180

annualised

expected revenue

$13m

Our People
The Group's pleasing results are thanks in no small part to

the dedication and commitment of our world-class team.

14

Savor Group 2023 Annual Report

Our People

95

new international

staff joined

during the year

44

the number of

nationalities

reported at Savor

601

Staff, an increase

of 227 compared

to FY22

15
Savor Group 2023 Annual Report

Our People

30%

of our team

have been with

Savor for greater

than 2 years

106

of our new staff

were referred

by existing

team members

5,800

people applied for

jobs with Savor

during the year

16
Savor Group 2023 Annual Report

17
Savor Group 2023 Annual Report

Corporate Governance
The overall responsibility for ensuring that the corporate

governance and accountability of the Company is properly

managed, thereby enhancing investor confidence, lies

with the Board of Directors. A copy of Savor’s Corporate

Governance Code (“Code”), current as at 31 March 2023, is

available on the Savor website at www.savor.co.nz.

The Code is generally consistent with the principles

identified in the NZX Corporate Governance Code (version

dated 1 April 2023). Savor followed the recommendations in

the NZX Corporate Governance Code throughout the year

and as at 1 April 2023, except that:

• the Company did not have a majority of independent

Directors (per recommendation 2.8);

• the Board does not have a procedure to regularly

assess director, board and committee performance (per

recommendation 2.7);

• a majority of the Company’s remuneration committee

is not comprised of independent directors (per

recommendation 3.3);

• a majority of the Company’s nomination committee

is not comprised of independent directors (per

recommendation 3.4);

• the Company does not have measurable objectives in

place to measure its performance against its Diversity

and Inclusion policy (per recommendation 2.5);

• the Company does not have an Audit and Risk Committee

comprising solely of Non-Executive Directors (per

recommendation 3.1); and

• the Company raised additional equity capital by issuing

shares to investors via a private placement in May 2022,

without first offering shares to existing shareholders on

a pro rata basis (per recommendation 8.4). However,

shareholders had the opportunity to participate in a pro-

rata rights issue conducted in February 2023.

These departures from the NZX Corporate Governance

Code are primarily due to the size and composition of the

Board. The Board considers that to increase the number of

Directors on the Board to comply with the Code would bring

undue cost to the Group, given the skills and experience

of the current Directors are complementary to one another

and specific to the needs to the Company. The Board seeks

external expert advice on a range of legal, financial and

commercial matters where specialist assistance is required.

The Company will continue to monitor best practice in

the governance area and update its policies to ensure it

maintains the most appropriate standards.

An outline of the Company’s governance arrangements are

set out below. Further detail is available on the Company’s

website www.savor.co.nz.

The Board of Directors

The Board has ultimate responsibility for the strategic

direction of Savor and supervising Savor’s management for

the benefit of shareholders.

The specific responsibilities of the Board include:

• Working with management to review and approve the

business and financial plans that set the strategic direction

of Savor

• Monitor the Company’s performance against its approved

strategic, business and financial plans and oversee the

Company’s operating results on a regular basis so as to

evaluate whether the business is being properly managed

• Establishing and overseeing succession plans for the Chief

Executive Officer and senior management

• Monitoring compliance and risk management

• Establishing and monitoring Savor’s health and safety

policies

• Ensuring effective disclosure policies and procedures are

adopted

• Ensuring effective reporting processes and procedures

• Ensuring the quality and independence of the Company’s

external audit process

Board Meeting and Committee Attendance

During the year to 31 March 2023 the Company held 12 Board

meetings. The Audit & Risk Committee met on three occasions.

Attendance by individual Directors was as follows:

Board Meetings

Audit & Risk

Committee Meetings

EligibleAttendedEligibleAttended

Lucien Law1212--

Paul Robinson121233

Ryan Davis121233

Louise Alexander121233

Ethical Conduct

The Code includes a code of ethics which is designed

to govern the conduct of Directors, senior managers and

other employees of the Company and its subsidiaries. The

Company’s directors and managers are expected to lead

according to these standards of ethical and professional

conduct and to ensure that they are communicated to

the people who report to them. The Code addresses,

amongst other matters, conflicts of interest, receipt of gifts,

confidentiality and fair business practices.

18

Savor Group 2023 Annual Report

Corporate Governance

Board Membership
As at 31 March 2023, the Board consisted of two

Independent Directors and two Executive Directors, who are

elected based on the value they bring to the Board.

Each Savor Director is a skilled and experienced business

person. Together they provide value by making quality

contributions to corporate governance matters, conceptual

thinking, strategic planning, policies and providing guidance

to management.

As at 31 March 2023 the Company’s Directors were:

Paul Robinson - Executive Chair

Paul Robinson was appointed to the Board in April 2019 and

was last re-elected by shareholders in August 2022. Paul is

currently Chair of the Board and a member of the Audit &

Risk and People & Culture Committees.

Paul Robinson has twenty years’ experience in structured

finance and strategy. From 1999 Paul spent nine years

originating structured trades based in London and in 2008

Paul transferred to New York. In 2018 Paul and his family

moved back to New Zealand to enjoy life here and to take

an active role in Savor Group where he had a long term

shareholding.

Lucien Law - Executive Director & CEO

Lucien Law was appointed to the Board in April 2019 and

was last re-elected by shareholders in August 2022. Lucien

is currently a member of the People & Culture Committee.

Over the past twelve years, Lucien has led a new wave in

Auckland hospitality, overseeing the building of a group

of brands that have had a significant impact on the city’s

dining and entertainment scene.

His projects include award-winning modern Japanese

restaurants Azabu and Ebisu, contemporary New Zealand

brasserie Ostro, along with Fukoku, Las Vegas Club

and Mission Bay Pavilion. One of his most ambitious

developments is Seafarers, spanning several floors in the

historic Seafarers building at Auckland’s Britomart.

Prior to his involvement in hospitality, Lucien founded highly

successful independent communications agency Shine,

which has worked with brands including Spark, Hyundai,

Fonterra and Lion Breweries.

Ryan Davis - Independent Director

Ryan Davis was appointed to the Board in April 2021

and elected by shareholders in November 2021. Ryan is

currently the Chair of the Audit & Risk Committee and

a member of the People & Culture and Remuneration

Committees.

Ryan is the founder and Managing Director of GreenMount

Advisory based in Sydney, Melbourne, and Auckland,

established in September 2018. Prior to this, Ryan was a

Senior Partner and Asia-Pacific Private Equity Tax Leader

for EY, after joining EY in 2011. Ryan has been the lead

Partner on some of Australia and New Zealand’s largest

private equity transactions with over 20 years’ experience

advising global and domestic clients on mergers,

acquisitions, and divestments. Ryan’s extensive experience

in strategic transactions and strong financial background

will prove vital as the Group continues to execute its

growth strategy. Ryan is a Chartered Accountant.

Louise Alexander - Independent Director

Louise Alexander was appointed to the Board in April 2021

and elected by shareholders in November 2021. Louise

is currently the Chair of the People & Culture Committee

and a member of the Audit & Risk and Remuneration

Committees.

Louise is a senior HR practitioner and people leader and

is currently the HR Director for Bell Gully, a role which

she has held since 2015. Louise has developed and

led Bell Gully’s HR strategy over that time, focusing on

communication, diversity and culture, and supporting

and developing people through the talent management

programme. Louise has a passion for the not for profit

sector, with both management and governance roles in

various organisations throughout her career. Louise brings

a critical skillset to Savor, where the success of the Group

is driven by its teams in the venues.

The number of elected Directors and the procedure for

their retirement and re-election at annual meetings of

shareholders is set out in the Constitution of the Company.

Director Independence

In order for a Director to be independent, the Board has

determined that he or she must not be an executive of

Savor and must have no disqualifying relationship as

defined in the Code and the Listing Rules.

The Board has determined that as at 31 March 2023, Ryan

Davis and Louise Alexander are Independent Directors.

19

Savor Group 2023 Annual Report

Corporate Governance

Nomination and Appointment of Directors
The Board is responsible for identifying and recommending

candidates. Directors may also be nominated by

shareholders under the Listing Rules.

A Director may be appointed by ordinary resolution and all

Directors are subject to removal by ordinary resolution.

The Board may at any time appoint additional Directors.

A Director appointed by the Board shall only hold office

until the next annual meeting of the Company but shall be

eligible for election at that meeting.

One third of Directors shall retire from office at the annual

meeting each year. A Director must not hold office past the

third annual meeting at which they were elected or three

years, whichever is longer, but are eligible for re-election by

shareholders.

Disclosure of Interests by Directors

The Code sets out the procedures to be followed where

Directors have an interest in a transaction or proposed

transaction or are faced with a potential conflict of interest

requiring the disclosure of that conflict to the Board. Savor

maintains an Interests Register in which particulars of

certain transactions and matters involving Directors are

recorded. The Interests Register for Savor is available for

inspection at its registered office.

Directors’ Share Dealings

The Company has adopted a Securities Trading policy, which

sets out the procedure to be followed by Directors, staff and

associates trading in Savor listed securities, to ensure that

trades are not made while that person is in possession of

material information which is not generally available to the

market. Details of Directors’ share dealings during the 12

months to 31 March 2023 are outlined on page 47.

Directors’ and Officers’ Gender Composition

20222021

MaleFemale

Gender

Diverse

MaleFemale

Gender

Diverse

Directors’310310

Officers’110110

To t a l420420

The Board recognises that along with relevant skills, diversity

is a key driver of effective Board performance. As the Savor

business evolves the Board is committed to creating diversity

among Directors while preserving the right mix of skills.

Savor has adopted a Diversity and Inclusion Policy.

Savor’s Board has not yet set annual targets to meet

(as the Corporate Governance Code recommends,

at recommendation 2.5). The Board will, however, set

measurable objectives to measure Savor’s performance

against its Diversity and Inclusion Policy for disclosure in

its next annual report.

Indemnification and Insurance

of Directors and Officers

The Company has Directors’ and officers’ liability insurance

with Ando Insurance Group Limited which ensures that

generally, Directors and officers will incur no monetary loss

as a result of actions undertaken by them. The Company

entered into an indemnity in favour of its Directors under a

Deed dated 10 October 2012.

Board Committees

The Board has three formally constituted committees.

These committees, established by the Board, review and

analyse policies and strategies which are within their terms

of reference. The Committees examine proposals and,

where appropriate, make recommendations to the Board.

Committees do not take action or make decisions on

behalf of the Board unless specifically authorised to do so

by the Board.

Audit and Risk Committee

The Audit and Risk Committee is responsible for overseeing

risk management, treasury, insurance, accounting and

audit activities of Savor, reviewing the adequacy and

effectiveness of internal controls, meeting with and

reviewing the performance of external auditors, making

recommendations on financial and accounting policies,

and reviewing external financial and performance reporting

and disclosures. The Audit and Risk Committee operates

in accordance with the Audit and Risk Management

Committee Charter.

The members of the Audit and Risk Committee are Ryan

Davis (Chair), Louise Alexander, and Paul Robinson.

Nominations and Remuneration Committee

The Nominations and Remuneration Committee operates

within the full Board and is responsible for overseeing

management succession planning, establishing employee

incentive schemes, reviewing and approving the

compensation arrangements for the executive Directors and

senior management, and recommending to the full Board

the remuneration of Directors.

People and Culture Committee

The People and Culture Committee operates within the

full Board and is responsible for ensuring appropriate

procedures are in place to identify and manage potential

health and safety risks, as well as overseeing human

resource management, recruitment and employee welfare.

The Board receives monthly reporting on health and

safety risks which includes any matters that require further

attention. Once presented to the Directors, the mitigation

of these risks are delegated throughout the management

team to those with appropriate oversight and process

improvements are made regularly.

20

Savor Group 2023 Annual Report

Corporate Governance

Remuneration
Remuneration of Directors and executives is the key

responsibility of the Nominations and Remuneration

Committee. Details of Directors and executives’ remuneration

and entitlements are set out on pages 47.

Directors’ Remuneration

For the year ended 31 March 2023 Directors’ fees have

been fixed at $100,000 per annum for the Chairman (2022:

$100,000) and $60,000 per annum for other Directors

(2022: $60,000). Directors receive no additional fees as

membership of Board Committees. To provide for flexibility,

shareholders have previously approved an aggregate cap

on non-executive Directors’ fees of $300,000 for the

purpose of the Listing Rules (2022: $300,000).

CEO Remuneration

For the year ended 31 March 2023, Lucien Law received a

base salary of $400,000 (2022: $350,000) and received

no short or long term incentives during the year (2022: nil).

The Directors are also entitled to be reimbursed for all

reasonable travel, accommodation and other expenses

incurred by them in connection with their attendance at

Board or shareholder meetings, or otherwise in connection

with Savor’s business.

Managing Risk

The Board has overall responsibility for the Company’s

system of risk management and internal control and has

procedures in place to provide effective control within the

management and reporting structure.

Financial statements are prepared monthly and reviewed

by the Board progressively during the period to monitor

performance against budget goals and objectives. The

Board also requires managers to identify and respond to

risk exposures.

A structured framework is in place for capital expenditure,

including appropriate authorisations and approval levels.

The Board maintains an overall view of the risk profile of the

Company and is responsible for monitoring corporate risk

assessment processes.

Takeover Response Policy

The Board is well prepared in the event of a takeover, and

has adopted a Takeover Preparedness Protocol so that it

is prepared should an unexpected takeover or scheme of

arrangement proposal be made.

Disclosure

The Company adheres to the NZX continuous disclosure

requirements which govern the release of all material

information that may affect the value of the Company’s

listed shares. The Board and senior management team have

processes in place to ensure that all material information

flows up to the Chairman with a view to consultation with

the Board and disclosure of that information if required.

Auditor

EY acts as auditor of the Company and has undertaken

the audit of the financial statements for the year ending

31 March 2023. Particulars of the audit and other fees paid

during the period are set out on page 37.

Oversight of the Company’s external audit arrangements

is the responsibility of the Audit and Risk Committee.

The Company does not have a dedicated internal audit

resource but maintains an annual audit programme, which

is overseen by the CFO. The external auditors shall attend

the Company’s annual meeting to answer questions from

shareholders in relation to the audit.

Shareholder Rights & Relations

The Board is committed to achieving best practice

investor relations.

Financial and operational information and key corporate

governance information can be accessed on the

Company’s website. Enquiries from shareholders can be

raised at the Annual Meeting of shareholders, or emailed

through using the contact details on our website.

As required by the NZX Listing Rules, the Company

will seek shareholder approval of major transactions,

and related party transactions, that trigger the relevant

thresholds in the listing rules, and any other major

decisions where the listing rules require shareholder

approval. All voting at meeting of shareholders is

conducted by a poll.

The Company seeks to offer new equity pro rata to

existing shareholders, or with shareholder approval.

In May 2022, the Company undertook a placement to

secure the Bivacco lease, raising a total of $2.1m at an

issue price of 40.0 cents per share. In February 2023,

the Company completed a fully underwritten 5 for 43

rights issue to raise $3.25m and a further placement of

$71,751, made at an issue price of 42.3 cents per share.

The Company aims to post a copy of its notice of annual

meeting on its website at least 20 working days prior to

its annual meeting of shareholders.

21

Savor Group 2023 Annual Report

Corporate Governance

Financial
Statements

For the year ended 31 March 2023

22

Savor Group 2023 Annual Report

Financial Statements

The Board of Directors has pleasure in presenting
the financial statements and audit report for Savor

Limited for the year ended 31 March 2023.

The financial statements presented are signed for

and on behalf of the Board of Directors and were

authorised for issue on 25 May 2023.

Ryan Davis

Director

Paul Robinson

Executive Chair

23

Directors’ Report

24

Consolidated Statement of

Comprehensive Income

25

Consolidated Statement of

Movements in Equity

26

Consolidated Balance Sheet

27

Consolidated Statement

of Cash Flows

28

Notes to the Financial Statements

42

Auditor's Report

23

Savor Group 2023 Annual Report

Notes
2023

$000’s

2022

$000’s

Revenue52,378 30,581

Expenses:15

Direct costs(16,067)(8,974)

Employee costs(24,553)(14,202)

Marketing costs(294)(188)

Utilities and operational expenses(3,736)(2,622)

Other expenses(2,508)(2,317)

Other income- 717

5,220 2,995

Depreciation and amortisation(4,617)(4,001)

Restructuring and other costs2.2(1,395)(1,200)

Impairment of goodwill8- (1,564)

Interest expense(1,542)(1,266)

Loss before income tax(2,334)(5,036)

Taxation expense14- -

Loss attributable to the shareholders(2,334)(5,036)

Other comprehensive income and expenses- -

Total comprehensive loss(2,334)(5,036)

Net losses per share (cents) 13

Basic and diluted(3.5)(8.2)

Weighted average number of shares outstanding (thousands of shares)

Basic and diluted 66,602 61,753

Consolidated Statement of

Comprehensive Income

For the year ended 31 March 2023

The accompanying notes form part of and are to be read in conjunction with these financial statements.

24

Savor Group 2023 Annual Report

Financial Statements

Notes
Share capital

$000's

Accumulated

losses

$000's

Share-based

payments reserve

$000's

Total equity

$000's

Total equity at 1 April 202147,251 (34,670)150 12,731

Total comprehensive loss for the year - (5,036) - (5,036)

Issue of new shares6,887 - - 6,887

Repurchase of shares(233) - - (233)

Total equity at 31 March 202253,905 (39,706)150 14,349

Total comprehensive loss for the year - (2,334) - (2,334)

Issue of new shares115,309 - - 5,309

Total equity at 31 March 202359,214 (42,040)150 17,324

The accompanying notes form part of and are to be read in conjunction with these financial statements.

Consolidated Statement of

Movements in Equity

For the year ended 31 March 2023

25

Savor Group 2023 Annual Report

Financial Statements

The accompanying notes form part of and are to be read in conjunction with these financial statements.
Notes

2023

$000’s

2022

$000’s

Assets

Current assets:

Cash - 1,350

Trade and other receivables4 751 586

Inventories5 1,025 620

Total current assets1,776 2,556

Non-current assets:

Property, plant and equipment7 13,313 11,118

Intangible assets8 25,416 25,261

Right of use asset9 15,900 16,069

Total non-current assets54,629 52,448

Total assets56,405 55,004

Liabilities

Current liabilities:

Bank overdraft514 -

Trade and other payables6 8,317 6,089

Lease liability9 2,964 2,278

Borrowings10 3,0042,671

Deferred consideration payable19 - 1,000

Related party payables12 - 112

Total current liabilities14,799 12,150

Non-current liabilities:

Trade and other payables6 1,217 831

Lease liability9 14,719 15,069

Borrowings10 8,346 10,755

Deferred consideration payable19 - 1,850

Total non-current liabilities24,282 28,505

Total liabilities39,081 40,655

Equity

Share capital11 59,214 53,905

Reserves(41,890)(39,556)

Total equity 17,324 14,349

Total liabilities and equity56,405 55,004

Consolidated

Balance Sheet

As at 31 March 2023

26

Savor Group 2023 Annual Report

Financial Statements

Notes
2023

$000’s

2022

$000’s

Cash flow from operating activities

Receipts from customers52,209 30,325

Payments to suppliers, employees and other(46,142)(27,373)

Net cash from operating activities6,067 2,952

Cash flow from investing activities

Purchase of property, plant and equipment and intangible assets(4,271)(1,798)

Payments for venue development costs2.2(569)(137)

Repayment of related party payables12(112)(2,125)

Repayment of deferred consideration19(2,850)-

Purchase of businesses19- (7,975)

Net cash (to)/from investing activities(7,802)(12,035)

Cash flow from financing activities

Interest paid(1,542)(1,266)

Borrowings drawn down101,575 15,130

Repayment of borrowings10(3,651)(8,726)

Lease liability principal repayment9(2,450)(2,738)

Supplier loans received61,010 -

Transaction costs from issue of shares11(133)(182)

Repurchase of shares11- (233)

Issue of shares115,062 5,046

Net cash from financing activities(129)7,031

Net movement in cash held(1,864)(2,052)

Add: opening cash1,350 3,402

Closing cash(514)1,350

The accompanying notes form part of and are to be read in conjunction with these financial statements.

Consolidated Statement

of Cash Flows

For the year ended 31 March 2023

27

Savor Group 2023 Annual Report

Financial Statements

1. Significant accounting policies
Basis of preparation

Savor Limited (‘the Parent’ or ‘Company’) and its

subsidiaries (together ‘the Group’) operate in the

hospitality sector, operating a number of premium

restaurants and bars. The address of its registered office is

Level 4, Seafarers Building, 114 Quay Street, Auckland, 1142.

Savor Limited is a company domiciled in New Zealand,

registered under the Companies Act 1993 and is a

Financial Markets Conduct Act 2013 reporting entity.

These financial statements have been prepared in

accordance with Generally Accepted Accounting Practice

in New Zealand (NZ GAAP) and the requirements of the

Financial Markets Conduct Act 2013. For the purposes of

complying with NZ GAAP the Group is a for-profit entity.

The consolidated financial statements of the Group

comply with New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS). They also comply

with International Financial Reporting Standards (IFRS).

The financial statements are presented in New Zealand

dollars and are rounded to the nearest thousand dollars.

The financial statements have been prepared under the

historical cost basis.

Principles of consolidation

Subsidiaries are all entities over which the Group has

control. The Group controls an entity when the Group

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.

Subsidiaries are fully consolidated from the date on

which control is transferred to the Group. The financial

statements of subsidiaries are included in the consolidated

financial statements from the date that control

commences until the date control ceases. From that date

they are deconsolidated.

The Group applies the acquisition method to account for

business combinations. The consideration transferred for

the acquisition of the subsidiary is the fair values of the

assets transferred, the liabilities incurred to the former

owners of the acquiree and the equity interests issued by

the Group. The consideration transferred includes the fair

value of any asset or liability resulting from a contingent

consideration arrangement. Identifiable assets acquired

and liabilities and contingent liabilities assumed in a

business combination are measured initially at their fair

values at the acquisition date. The difference between

the consideration paid and the fair value of net assets

acquired is recognised as goodwill. Acquisition costs are

expensed as incurred.

Revenue recognition

The Group derives venue revenue through the sale of food

and beverages and by hosting events. This revenue is

recognised at a point in time, being the point of sale. For

significant events, the Group receives deposits in advance

to secure the booking. These deposits are deferred on

the balance sheet as a liability and are recognised as

revenue at a point in time, being the date of the event. The

Group has determined that there is a single performance

obligation for these transactions even though part-payment

may be received in advance.

Changes in accounting policy

These financial statements are prepared using the same

accounting policies as the prior year. Several other

amendments and interpretations apply for the first time from

1 April 2022, but do not have an impact on the consolidated

financial statements of the Group.

The Group continues to improve the disclosures in these

financial statements where required. Some comparative

balances have been adjusted or reclassified for consistency.

2. Key estimates and judgements

The Group has undertaken a number of key estimates and

judgements when preparing these financial statements,

the details of which are outlined in this note. These

judgements have been formed using historical information

and comparatives where available, and management's best

judgement where there is no appropriate comparison. The

Group continues to review all significant estimates along

with the assumptions used and recognises any adjustments

to these in the period in which a change occurs.

Notes to the Financial Statements

28

Savor Group 2023 Annual Report

Financial Statements

2.1. Intangible asset impairment
Goodwill across the Group is tested annually for

impairment. Each cash generating unit (CGU) that

carries goodwill is valued on a value-in-use basis using

a discounted cash flow model. Management has used

its past experience of sales growth, operating costs

and margin, and external sources of information where

appropriate, to determine their expectations for the future.

These cash flow projections over five years are principally

based on the Group's budget, which is risk adjusted where

appropriate. Cash flows beyond five years have been

extrapolated using estimated terminal growth rates, which

do not exceed the long-term average growth rate. The

terminal growth rate used was 3% (2022: 2.5%) and the

Group employed a weighted average cost of capital of

12.6% (2022: 11%).

It is inherently difficult to forecast future performance of

the Group's operations in the post-COVID landscape. The

Group has prepared a budget and forecasts based on

current expectations, however there remains risk which is

primarily dependent on general market conditions. Venue

performance has demonstrated improvements in margins

and operatings earnings recently, which are budgeted

to be maintained or continue to improve throughout the

forecast period.

A change in any of the following key assumptions would

lead to the elimination of the excess of the recoverable

amount over carrying amount for the below venues.

Key assumption

Value

attributedSensitivity

Seafarers

Terminal year EBITDA margin19.1%-6.0%

Terminal growth rate3.0%-3.40%

Discount rate12.6%3.70%

Auckland Fish Market

Terminal year EBITDA margin19.9%-5.40%

Terminal growth rate3.0%-3.10%

Discount rate12.6%3.60%

Other CGU's

For all other CGU's a reasonably possible change in the

assumptions used in the impairment testing would not lead

to an impairment charge.

2.2. Restructuring and other costs

2023

$000’s

2022

$000’s

Acquisition costs7 (804)

Restructuring costs(100)(149)

Loss on disposal of fixed assets(10)(110)

Venue development expenses(583)(137)

Other costs(255) -

Recruitment costs(454) -

(1,395)(1,200)

Restructuring and other costs occur outside the normal

course of operating the venues on a day to day basis, and

are unrelated to the Group's trading operations. These

have been separated out on the face of the Statement

of Comprehensive Income to allow the reader of these

financial statements to understand the day to day

operations for the year without the impact of these items.

These items typically include the impairment or disposal

of assets, costs related to restructuring or M&A activity,

venue development or other costs that are unrelated to the

Group's day to day trading operations.

During the year the Group incurred significant costs for

recruitment to mitigate the impact of the industry wide staff

shortages driven by COVID-19, primarily related to sourcing

offshore candidates and the immigration processes

required thereafter.

29

Savor Group 2023 Annual Report

Financial Statements

2.3. Going concern
The Group recorded positive operating cash flows during

the year, and has access to $0.5m of undrawn overdraft

facilities at 31 March 2023. The Group raised additional

capital of $3.35m in February 2023. The nature of the

Group's operations means that the Group holds minimal

receivables and inventory balances compared to its current

liabilities. Therefore, the Group has negative working capital

at 31 March 2023.

The Group has seen a continued improvement in trading

results throughout the financial year, with a marked

increase since November 2022. The addition of the new

Bivacco, OJI, The Store, and MoVida venues during the year

has provided further resilience to the Group's cash flows

and operational performance. While the trading landscape

continues to be challenged through extreme weather

events and general economic conditions, the Group has

adapted its offerings to meet the changed conditions and

its offerings remain popular with a wide range of consumers.

The Group repaid during the year all floating rate debt

obligations, facilitated by the issue of further capital

in February 2023. Bank borrowing principal payments

continue at a rate of approximately $2.5 million annually.

In May 2022, the Group renegotiated its suite of banking

covenants, including the suspension of covenants for the

June and September 2022 quarters. The Group received

a waiver for the leverage ratio covenant for the December

2022 quarter. Covenant testing had been fully restored by

balance date.

Based on current forecasts the Group is expected to meet

the requirements of its covenants for the foreseeable

future. In addition, the Group has also performed a range

of sensitivity analyses on the covenant measures, noting

there would need to be a material downturn in forecast

performance before any of the covenant obligations would

be breached.

As a result of the considerations above the Directors have

concluded that the preparation of the financial statements

on a going concern basis remains appropriate.

3. Segmental information

Operating segments are reported in a manner consistent

with the internal reporting provided to the chief operating

decision maker. The chief operating decision maker, who

is responsible for allocating resources and assessing

performance of the operating segments, has been

identified as the Board of Directors. Segmental information

is presented in respect of the Group’s industry segment,

Hospitality. Corporate is not an operating segment as it

does not meet the recognition criteria under NZ IFRS 8.

2023

Revenue

2022

Revenue

2023

EBITDA*

2022

EBITDA*

Hospitality 52,378 30,581 7,868 4,598

Corporate- - (2,648) (1,603)

To t a l 52,378 30,581 5,220 2,995

*EBITDA means earnings before interest, tax, depreciation, amortisation,

restructuring costs, and impairment charges as disclosed in the Statement of

Comprehensive Income.

2023

Depreciation and

amortisation

2022

Depreciation

and

amortisation

2023

Capital

expenditure

2022

Capital

expenditure

Hospitality (4,617) (4,001) (4,271) (1,936)

Corporate- - - -

To t a l (4,617) (4,001) (4,271) (1,936)

2023

Non-current

assets

2022

Non-current

assets

Hospitality 54,629 52,448

Corporate- -

To t a l 54,629 52,448

30

Savor Group 2023 Annual Report

Financial Statements

4. Trade and other receivables
Trade receivables are recognised initially at fair value

and subsequently measured at amortised cost using

the effective interest rate method, less an allowance for

impairment. Trade receivables are due for settlement

between 30-90 days from invoice date. All receivables are

due within 12 months of balance date.

2023

$000’s

2022

$000’s

Trade receivables460 235

Less: provision for doubtful debts - -

Trade receivables460 235

Other receivables291 351

751586

The Group applies the simplified approach to providing

for expected credit losses prescribed by NZ IFRS 9, which

permits the use of lifetime expected loss provisions for all

trade receivables. Collectability of trade receivables is

reviewed on an ongoing basis and a provision for doubtful

debts is made when there is evidence that the Group will

not be able to collect the receivable. Additionally, the

Group has established an allowance for Expected Credit

Loss (ECL) based on its historical credit loss experience,

adjusted for forward-looking factors specific to the

receivables and the economic environment. Receivables

are written off when recovery is no longer anticipated. There

are no overdue receivables considered impaired that have

not been provided for.

2023

$000’s

2022

$000’s

Current746 506

0 - 30 days over standard terms 3 60

31 - 60 days over standard terms - 6

61+ days over standard terms 2 14

Provision - -

Trade and other receivables751586

5. Inventories

Raw materials, work in progress and finished goods are stated

at the lower of cost and net realisable value. Cost comprises

direct materials and where appropriate, either a contract

manufacturing charge, or direct labour and an appropriate

proportion of variable and fixed overhead expenditure, the

latter being allocated on the basis of normal operating

capacity. Costs are assigned to individual items of inventory

on the basis of weighted average costs. Net realisable value is

the estimated selling price in the ordinary course of business

less the estimated costs of completion and the estimated

costs necessary to make the sale.

2023

$000’s

2022

$000’s

Raw materials 523 273

Finished goods 502 347

1,025 620

6. Trade and other payables

Trade and other payables are recognised initially at fair value

and subsequently measured at amortised cost using the

effective interest method. These amounts represent liabilities

for goods and services provided to the Group prior to the

end of the financial year which are unpaid. The amounts

are unsecured and are usually paid within 30 and 60 days

of recognition. Liabilities for wages and salaries, including

non-monetary benefits, and annual leave expected to be

settled within 12 months of the reporting date are recognised

in other payables in respect of employees' services up to the

reporting date. Supplier loans relate to inducements received

for the long term supply to Hospitality venues. These loans

are amortised over the life of the individual contract as the

benefits are consumed.

2023

$000’s

2022

$000’s

Trade payables3,8161,938

Employee entitlements1,480 1,116

Other payables2,3012,455

Supplier loans1,9391,416

9,536 6,925

Current8,319 6,094

Non-current1,217 831

9,536 6,925

Movement in supplier loans

Balance at 1 April1,4161,728

Additional loans received in cash1,010 -

Amortised during the year(487)(312)

Balance at 31 March1,9391,416

31

Savor Group 2023 Annual Report

Financial Statements

7. Property, Plant & Equipment
All plant and equipment is stated at historical cost less

accumulated depreciation and accumulated impairment

losses. 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. All other repairs and

maintenance are charged to the statement of comprehensive

income during the financial year in which they are incurred.

Work in progress assets are those under construction that

are not yet in use and do not incur depreciation.

Depreciation is calculated using the straight-line method

to expense the cost of the assets over their useful lives. The

rates are as follows:

Plant and equipment7% - 67%

Leasehold improvements6% - 20%

Fixtures & fittings7% - 67%

Motor vehicles10% - 21%

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. Any related

gain or loss on disposal is recognised in the Statement of

Comprehensive Income as part of restructuring costs.

Plant &

Equipment

Fixtures &

Fittings

Leasehold

ImprovementsVehicles

Work in

progressTo t a l

2023

Carrying value at 1 April 20221,7999788,0345924811,118

Additions8095692,662 - - 4,040

Acquisitions - - - - - -

Disposals - - - - (256)(256)

Depreciation(485)(313)(777)(14) - (1,589)

Carrying value at 31 March 20232,1231,2349,91945(8)13,313

Represented by:

Cost3,4532,13512,223 70 (8)17,873

Accumulated depreciation(1,330)(901)(2,304) (25)(4,560)

2,1231,2349,91945(8)13,313

2022

Carrying value at 1 April 20211,0406774 ,974 - - 6,691

Additions296301,115 - 248 1,689

Acquisitions1,0166042,625 70 - 4,315

Disposals(93)(27)- - - (120)

Depreciation(460)(306)(680)(11) - (1,457)

Carrying value at 31 March 20221,7999788,0345924811,118

Represented by:

Cost2,6081,5739,294 70 248 13,793

Accumulated depreciation(809)(595)(1,260) (11) - (2,675)

1,7999788,0345924811,118

The Group had no material capital commitments at 31 March 2023 (2022: nil).

32

Savor Group 2023 Annual Report

Financial Statements

8. Intangible assets
Intangible assets acquired separately are measured on

initial recognition at cost. Following initial recognition,

intangibles are carried at cost less any accumulated

amortisation and accumulated impairment losses.

Intangible assets with indefinite useful lives are not

amortised but are tested for impairment annually, either

individually or at the cash-generating unit level. Intangible

assets with a definite life are amortised on a straight-

line basis. Software and other intangibles, including

trademarks and the cost of development of venue

concepts, are amortised over a period of 2-4 years.

Goodwill

Software and

other intangiblesTo t a l

2023

Carrying value at 1 April 202225,06719425,261

Additions - 231231

Acquisitions - - -

Disposals - - -

Impairment - - -

Amortisation expense - (76)(76)

Carrying value at 31 March 202325,06734925,416

Represented by:

Cost28,63150529,136

Accumulated amortisation and impairment (3,564)(156)(3,720)

25,06734925,416

2022

Carrying value at 1 April 202117,14812317,271

Additions - 109109

Acquisitions9,483 - 9,483

Disposals - -

Impairment (1,564) - (1,564)

Amortisation expense - (38)(38)

Carrying value at 31 March 202225,06719425,261

Represented by:

Cost28,63127428,905

Accumulated amortisation and impairment (3,564)(80)(3,644)

25,06719425,261

Goodwill is stated at cost, less any impairment losses.

Goodwill is allocated to cash-generating units (CGUs) and

is not amortised but is tested annually for impairment, and

when an indication of impairment exists. For the purposes

of considering whether there has been an impairment,

assets are grouped at the lowest level for which there are

identifiable cash flows that are largely independent of the

cash flows of other groups of assets. When the book value

of a group of assets exceeds the recoverable amount,

an impairment loss arises and is recognised in earnings

immediately. Refer to note 2.1 for impairment considerations.

33

Savor Group 2023 Annual Report

Financial Statements

Significant cash generating units
Goodwill is allocated to the following significant cash

generating units:

2023

$000’s

2022

$000’s

Amano7,4837,483

Azabu4,3694,369

Seafarers4,3204,320

Non Solo Pizza3,2693,269

Ebisu & Fukuko3,0273,027

Auckland Fish Market2,1632,163

Ortolana384384

Other5252

25,06725,067

Prior year impairment testing

Prior year impairment charge

The Oji Sushi business (Oji) was significantly impacted

during the year following the mandated COVID-19 closures

and the slow return of trade to the Commercial Bay precinct.

The strength of the Oji offering was being proven through

the continued roll-out of stores as well as wholesale supply.

The benefits of the expansionary business were inherently

uncertain and the accounting standards did not permit

their inclusion in the assessment of future cash flows for

the purposes of the annual impairment test. The Group

recognised an impairment of goodwill of $1.6m.

A change in any of the key assumptions would lead to the

elimination of the excess of the recoverable amount over

carrying amount for the below venues.

Key assumption

Value

attributed

Sensitivity

(absolute

movement)

Seafarers

Terminal year EBITDA margin19.1%1.1%

Terminal growth rate2.0%0.5%

Discount rate10.0%0.5%

Other CGU's

For all other CGU's a reasonably possible change in the

assumptions used in the impairment testing would not lead

to an impairment charge.

9. Leases

As lessee

The Group recognises right-of-use assets and lease

liabilities for most property leases. On inception of a new

lease, the lease liability is measured at the present value

of the remaining lease payments, discounted using the

Group's incremental borrowing rate at that date. The right-

of-use assets are measured at an amount equal to the lease

liability, and are depreciated over the estimated remaining

lease term on a straight line basis. The Group presents the

right-of-use assets and lease liabilities separately on the

Balance Sheet.

The Group applies the following practical expedients when

applying NZ IFRS 16:

• Exemption to not recognise right-of-use assets for low-

value leases; and

• Exemption to not recognise right-of-use assets for leases

with a term of less than 12 months.

The Group as the lessee has various non-cancellable leases

predominantly for the lease of land and buildings. The

leases have varying terms and renewal rights. On renewal,

the terms of the lease are renegotiated.

Right-of-use assets

2023

$000’s

2022

$000’s

Carrying value at 1 April16,0698,171

Additions2,53710,296

Variable lease payment

adjustments

44108

Disposals - -

Depreciation(2,750)(2,506)

Carrying value at 31 March15,90016,069

Lease liabilities

2023

$000’s

2022

$000’s

Carrying value at 1 April17,3478,871

Additions2,53710,296

Variable lease payment

adjustments

249859

Repayments (2,450) (2,679)

Disposals - -

Carrying value at 31 March17,68317,347

Current2,964 2,278

Non-current14,719 15,069

Total lease liabilities17,683 17,347

34

Savor Group 2023 Annual Report

Financial Statements

Amounts recognised in profit or loss
2023

$000’s

2022

$000’s

As lessee

Lease depreciation 2,750 2,506

Interest expense on lease liabilities 74 4 769

Lease expense on low value leases 41 38

Rental concessions received184357

As lessor

Sublease income 170 116

10. Borrowings

2023

$000’s

2022

$000’s

Balance at 1 April13,4267,02 2

Drawn down1,575 15,130

Repayments(3,651)(8,726)

Balance at 31 March11,35013,426

Current3,0042,671

Non-current8,34610,755

Total borrowings11,350 13,426

At balance date, the Group had the following funding facilities

Utilised facilities11,864 13,426

Unutilised bank overdraft486 1,000

Total facilities12,350 14,426

The average interest rate on these borrowings during the

year was 4.32% (2022: 3.84%). The Group incurred interest

charges on borrowings of $0.6m during the year (2022:

$0.5m).

The Group borrowed $1.6 million to assist with funding the

capital projects during the year. $1 million of this was repaid

in March 2023 with the remaining $0.6 million to be repaid

in two equal tranches in November 2023 and 2024. The

outstanding balance attracts no interest charge.

The Group is subject to a suite of covenants including

interest cover, debt service cover, leverage and equity ratios.

Refer to note 2.3 for consideration of covenant waivers

received during the year and forecast covenant compliance.

11. Capital

2022

$000’s

2021

$000’s

Reported capital at the beginning

of the year

53,905 47,251

Issue of shares (net of issue costs)5,309 6,887

Repurchase and cancellation of

shares

- (233)

59,214 53,905

Number of ordinary shares:

Number of shares on issue at the

beginning of the year

61,482,169 146,271,626

Issue of shares 13,155,617 39,778,689

1 for 3 share consolidation -

9 August 2021

- (124,033,548)

Repurchase of shares - (534,598)

Total number of shares on issue74,637,786 61,482,169

All issued shares are fully paid and have no par value. The

cost of issuing shares during the year amounted to $0.1m

(2022: $0.2m).

Equity raise - May 2022

On 31 May 2022, the Group completed a private placement

to raise a total of $2.1m of new equity at $0.40 per share,

totalling 5.3 million new shares.

Equity raise - February 2023

On 28 February 2023, the Group completed a rights issue

and private placement to raise a total of $3.3m of new equity

at $0.423 per share, totalling 7.9 million new shares.

35

Savor Group 2023 Annual Report

Financial Statements

Share option plan
In July 2015 the Board approved the Company Employee

Share Option Plan. Options allow eligible staff to subscribe

for ordinary shares in the Company at an exercise price.

Options are vested in equal tranches on the first to third

anniversaries of the date of issuance while the eligible

employees remain in full time employment with the Group.

Once vested the options can be exercised at any time up to

the second April following vesting. Employees can pay the

exercise price in shares using the 20-day Volume Weighted

Average Price of the Company shares up to the date of

issuance. The Employee Share Option Plan allows employees

to exercise all their vested options into ordinary shares for

cash or a lower number of ordinary shares for no cash.

Number of

options

Weighted

average exercise

price (cents)

Outstanding 31 March 2021 895,322

Forfeited (108,065)21.0

1 for 3 share consolidation -

9 August 2021

(524,838)63.0

Granted 66,667 63.0

Cancelled (45,752)63.0

Outstanding 31 March 2022 283,334

Forfeited -

Granted -

Cancelled -

Outstanding 31 March 2023 283,334

The outstanding options have been valued at grant date

using the Black-Scholes pricing method at $0.2m (2022:

$0.2m), the key inputs for which are outlined below.

20232022

Weighted average fair values at

the measurement date ($)

0.0450.56

Dividend yield (%)0.00.0

Expected volatility (%)0.030.03

Risk-free interest rate (%)4.33.3

Expected life of share options

(years)

2.254.01

Weighted average share price ($)0.380.41

The expected life of the share options is based on historical

data and current expectations and is not necessarily indicative

of exercise patterns that may occur. The expected volatility

reflects the assumption that the historical volatility over a

period similar to the life of the options is indicative of future

trends, which may not necessarily be the actual outcome.

12. Related party disclosures

Key management personnel

compensation20232022

Directors' fees280 280

Senior management remuneration

paid, payable or provided for:

Short-term employee benefits1,369 1,086

Related party balances outstanding

At 31 March 2023, there was $0.3m of directors fees payable

to the Directors.

Transactions during the year

At 31 March 2022, the Group had recognised liabilities of

$0.1m payable to Lucien Law and Paul Robinson for the

acquisition of Mission Bay Pavilion. The balance was settled

in equal monthly payments and ended in August 2022.

Group information

The consolidated subsidiaries of the Group include:

Equity interest (%)

NamePrincipal activitiesCountry of incorporation20232022

Savor Group LimitedHospitalityNew Zealand100100

Amano Group Limited

HospitalityNew Zealand100100

Savor Quick Service Limited

HospitalityNew Zealand100100

The Red Claw Trading Company Limited

Importation of goodsNew Zealand100100

Savor Goods Limited

DistributionNew Zealand100100

Amano Britomart 1 Limited

EmploymentNew Zealand100100

Amano Britomart 2 Limited

EmploymentNew Zealand100100

Savor Italian 1 Limited

EmploymentNew Zealand100100

Savor Britomart Limited

EmploymentNew Zealand100100

Savor Japanese 1 Limited

EmploymentNew Zealand100100

Savor Japanese 2 Limited

EmploymentNew Zealand100100

36

Savor Group 2023 Annual Report

Financial Statements

13. Earnings/(losses) per share
Earnings/(losses) per share is the portion of a company's

profit allocated to each outstanding ordinary share and

is calculated by dividing the earnings attributable to

shareholders by the weighted average of ordinary shares on

issue during the year.

20232022

Net losses per share (cents)

Basic and diluted (3.5) (8.2)

$000’s$000’s

Numerator

Net loss attributable to shareholders(2,334)(5,036)

Denominator (thousands of shares)

Weighted average number of shares

outstanding

66,602 61,753

Denominator for net earnings per share66,602 61,753

14. Taxation

Income tax expense

The income tax expense or revenue for the year is the total

of the current year’s taxable income based on the national

income tax rate adjusted for any prior years' under or over

provisions, plus or minus movements in the deferred tax

balance except where the movement in deferred tax is

attributable to a movement in reserves. The current income

tax charge is calculated on the basis of tax laws enacted or

substantially enacted at balance date.

Below is the reconciliation of earnings before taxation to

taxation expense:

2023

$000’s

2022

$000’s

Loss before taxation(2,334)(5,036)

Taxation at 28 cents per dollar(654)(1,410)

Adjusted for:

Non-deductible expenses(9)697

Temporary differences not

recognised

254 337

Non-assessable income - (200)

Tax losses for which no deferred tax

asset was recognised

409 576

- -

Deferred tax

Movements in deferred tax are attributable to temporary

differences between the tax bases of assets and liabilities

and their carrying amounts in the financial statements and

any unused tax losses or credits. Deferred tax assets and

liabilities are recognised for temporary differences at the

tax rates expected to apply when the assets are recovered

or liabilities are settled, based on those tax rates which

are enacted or substantively enacted for each jurisdiction.

An exception is made for certain temporary differences

arising from the initial recognition of an asset or a liability.

No deferred tax asset or liability is recognised in relation

to temporary differences if they arose in a transaction,

other than a business combination, that at the time of the

transaction did not affect either accounting profit or loss or

taxable profit or loss.

Deferred tax assets are recognised for deductible temporary

differences and unused tax losses only to the extent that it

is probable that future taxable amounts will be available to

utilise those temporary differences and losses.

Current and deferred tax assets and liabilities of individual

entities are reported separately in the consolidated financial

statements unless the entities have a legally enforceable

right to make or receive a single net payment of tax and the

entities intend to make or receive such a net payment or to

recover the current tax asset or settle the current tax liability

simultaneously.

2023

$000’s

2022

$000’s

The Group has unrecognised deferred tax assets arising from tax

losses as follows:

Opening balance8,653 8,107

Tax losses for the year409 546

9,062 8,653

The Group has no imputation credits available at 31 March

2023 (2022: nil).

15. Additional expense disclosures

2023

$000’s

2022

$000’s

Direct costs includes the following:

Cost of goods sold (including the

purchase of raw materials)

15,807 9,271

Inventory written off / wastage 23 25

Employee costs includes the following:

Salaries, wages, and kiwisaver

contributions

23,399 13,883

Auditor's remuneration

Audit of the financial statements

EY215 218

Total auditor remuneration215 218

37

Savor Group 2023 Annual Report

Financial Statements

16. Reconciliation of net earnings to net
cash from operating activities

2023

$000’s

2022

$000’s

Net profit(loss) after tax(2,334)(5,036)

Add back:

Interest paid1,542 1,266

Venue development costs expensed582137

Add/(Less) non-cash items:

Depreciation and amortisation 4,6174,001

Supplier loan income recognised(485)(312)

Loss on disposal of fixed assets10 110

Restructuring costs155 -

Impairment of goodwill - 1,564

Movements in working capital:

Trade and other receivables(165)(256)

Inventories(404)143

Trade and other payables2,549 1,335

Net cash from operating activities6,067 2,952

17. Financial instruments

Recognition and derecognition

Financial assets and liabilities are recognised when the

Group becomes a party to contractual provisions of the

instrument. Financial assets are derecognised when the

contractual rights to the cash flows from the financial asset

expire, or when the financial asset and substantially all

the risk and rewards are transferred. A financial liability is

derecognised when it is extinguished, discharged, cancelled

or expires.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a

significant financing component and are measured at the

transaction price in accordance with NZ IFRS 15 (Revenue

from Contracts with Customers), all financial assets are

initially measured at fair value adjusted for transaction

costs (where applicable). Financial assets, other than

those designated and effective as hedging instruments, are

classified into the following categories:

• Amortised cost

• Fair value through profit or loss (FVTPL)

• Fair value through other comprehensive income

(FVOCI)

In the periods presented the Group does not have any

financial assets categorised as FVTPL or FVOCI.

Financial assets at amortised cost

Financial assets are measured at amortised cost if

the assets meet the following conditions (and are not

designated as FVTPL):

• they are held within a business model whose

objective is to hold the financial assets and collect its

contractual cash flows

• the contractual terms of the financial assets give rise

to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

After initial recognition, these are measured at amortised

cost using the effective interest method less any provision

for expected credit losses. Discounting is omitted where

the effect of discounting is immaterial. The Group’s cash

and trade and other receivables fall into this category of

financial instruments.

Impairment of financial assets

Recognition of credit losses uses the ‘expected credit

loss (ECL) model’. The Group considers a broad range

of information when assessing credit risk and measuring

expected credit losses, including past events, current

conditions, reasonable and supportable forecasts that

affect the expected collectability of future cash flows of

the instrument.

In applying this forward looking approach, a distinction is

made between:

• financial instruments that have not deteriorated

significantly in credit quality since initial recognition or

that have low credit risk (‘Stage 1’) and

• financial instruments that have deteriorated significantly

in credit quality since initial recognition and whose

credit risk is not low (‘Stage 2’)

‘Stage 3’ would cover financial assets that have objective

evidence of impairment at the reporting date. ‘12 month

expected credit losses’ are recognised in Stage 1, while

'lifetime expected credit losses' are recognised for Stage 2.

Measurement of the expected credit losses is determined

by probability weighted estimate of credit losses over the

expected life of the financial instrument.

Trade and other receivables

The Group makes use of a simplified approach in

accounting for trade receivables and records the loss

allowance as lifetime expected credit losses. These are the

expected shortfalls in contractual cash flows, considering

the potential for default at any point during the life of the

financial instrument.

38

Savor Group 2023 Annual Report

Financial Statements

Classification and measurement of financial liabilities
The Group’s financial liabilities include trade and other

payables, deferred consideration, borrowings and related

party payables.

Financial liabilities are initially measured at fair value, and,

where applicable, adjusted for transaction costs unless

the Group designated a financial liability at fair value

through profit or loss. Subsequently, financial liabilities are

measured at amortised cost using the effective interest

method. Deferred consideration is measured at fair value

with movements recognised in profit or loss.

a) Categories of financial assets & liabilities

The varying amounts presented in the balance sheet relate

to the following categories of assets and liabilities:

2023

$000’s

2022

$000’s

Financial assets

Financial assets at amortised cost:

Cash - 1,350

Trade and other receivables751 586

Total financial assets7511,936

Financial liabilities

Financial liabilities at amortised cost:

Bank overdraft514 -

Trade and other payables9,5366,925

Borrowings11,350 13,426

Financial liabilities at fair value through

profit and loss:

Deferred consideration - 2,850

Total financial liabilities21,400 23,201

The Group's activities expose it to a variety of financial

risks: market risk (including currency risk and interest rate

risk), credit risk and liquidity risk. The Group's overall risk

management programme focuses on the unpredictability of

financial markets and seeks to minimise potential adverse

effects on the financial performance of the Group. The

Group uses different methods to measure different types

of risk to which it is exposed. These methods include

sensitivity analysis in the case of interest rate and foreign

exchange risks and aging analysis for credit risk.

b) Market risk

Market risk is the risk that changes in market prices, such

as foreign exchange rates and interest rates, will affect the

Group’s income, input costs, or interest rates on the Group's

borrowings. The objective of market risk management is

to manage and control risk exposures within acceptable

parameters while optimising the return on risk.

i) Interest rate risk

The Group’s fair value interest rate risk as at 31 March 2023

arises from its borrowings. An analysis on the sensitivity of

the Group's earnings due to movements in interest rates is

shown below.

Effect on net loss before tax

2023

$000’s

2022

$000’s

1% increase in interest rate(108)(134)

1% decrease in interest rate108 134

The above information is calculated by applying the

movement to the average balance of borrowings on hand at

31 March 2023 of $10.8m (2022: $13.4m).

ii) Currency risk

The Group purchases services that are denominated in foreign

currencies (primarily AUD) from time to time. These purchases

were immaterial during the financial year, and the Group's

exposure to movements in foreign exchange is immaterial (2022:

both immaterial).

c) Credit risk

Credit risk is the risk of financial loss to the Group if a

customer or counterparty to a financial instrument fails to

meet its contractual obligations. Credit risk arises from cash

and deposits with banks and financial institutions, as well as

from the Group’s receivables due from customers. Cash and

deposit balances are held with financial institutions rated at

least an A+ Credit Rating by Standard and Poors.

Sales are settled in cash at the point of sale, leaving minimal

debtors. The Group has adopted the simplified approach

to ECL (expected credit loss) in NZ IFRS 9: Financial

Instruments which apply to trade receivables that are in the

scope of IFRS 15. The impact is limited as trade receivables

are predominantly less than 30 days.

The maximum exposure to credit risk at the reporting date is

the carrying amount of the financial assets as summarised in

Note 4.

39

Savor Group 2023 Annual Report

Financial Statements

d) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach

to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due,

under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity

profiles of financial assets and liabilities.

The following maturity analysis table sets out the remaining contractual undiscounted cash flows for financial liabilities.

2023

To t a l

$000’s

0-6 months

$000’s

7-12 months

$000’s

1-2 years

$000’s

2-5 years

$000’s

5+ years

$000’s

Trade and other payables9,534 8,051 267 371 812 33

Lease liabilities20,2611,829 1,829 3,659 8,408 4,536

Borrowings11,350 1,358 1,646 6,270 2,076 -

Total principal cash flows41,14511,238 3,742 10,300 11,296 4,569

Contractual interest cash flows1,115 244 426 351 94 -

Total contractual cash flows42,26011,482 4,168 10,651 11,390 4,569

2022

Trade and other payables6,925 5,946 148 264 433 134

Related party payables112 112 - - - -

Deferred consideration payable2,850 500 500 1,000 850 -

Lease liabilities20,374 1,452 1,522 3,075 8,247 6,078

Borrowings13,425 1,335 1,335 2,671 8,084 -

Total principal cash flows43,686 9,345 3,505 7,010 17,614 6,212

Contractual interest cash flows2,130 375 618 629 508 -

Total contractual cash flows45,816 9,720 4,123 7,639 18,122 6,212

18. Guarantees

At 31 March 2023 the Group had $0.5m of bank guarantees

and letters of credit outstanding (2022: $0.5m).

19. Prior Year Business Combinations

Amano, Ortolana, The Store

On 8 April 2021, the Group acquired the operations of

venues Amano, Ortolana and The Store. The total purchase

price of $11 million consisted of a $7.15 million upfront

payment to the vendors, $1 million of shares in Savor

Limited, and a further $2.85 million to be paid in April 2022.

In March 2022, the terms of the deferred payment were

modified with payment to occur in quarterly instalments,

plus a 5% interest charge, with the Group maintaining the

option of a balloon payment to settle the obligation in full.

The balance was fully repaid in March 2023.

Distribution centre

On 30 June 2021, the Group acquired a distribution

centre operation. The total purchase price of $195,000

included payments for inventories on hand and was paid in

cash. The property, plant and equipment balances for this

operation were acquired as part of the Amano transaction.

The purchase price was funded from cash on hand.

Oji Sushi (Oji)

Oji Sushi was purchased on 5 July 2021 for total

consideration of $1.2 million, paid in cash.

These transactions met the criteria of a business

combination under NZ IFRS 3 Business Combinations,

and the balances recognised on acquisition of each

are outlined below. Business acquisition costs of

$0.1 million were expensed during the period and are

disclosed as restructuring costs in the Statement of

Comprehensive Income.

40

Savor Group 2023 Annual Report

Financial Statements

Amano, Ortolana,
The Store

$000's

Distribution Centre

$000's

Oji Sushi

$000's

To t a l

$000's

Purchase price 11,000 195 1,200 12,395

Less: settlement adjustments (607) (49) 111 (545)

Net consideration 10,393 146 1,311 11,850

Net consideration made up of the following:

Cash paid6,543 121 1,311 7,975

Value of shares issued1,000 - - 1,000

Deferred consideration2,850 25 - 2,875

Total net consideration 10,393 146 1,311 11,850

Recognised assets acquired and liabilities assumed:

Assets:

Inventories143 154 7 304

Property, plant and equipment3,242 - 1,073 4,315

Right of use assets9,125 242 929 10,296

Liabilities:

Employee entitlements(626)(49)(14) (689)

Other liabilities(233)(11)(189) (433)

Borrowings - - (1,130) (1,130)

Lease liabilities(9,125)(242) (929) (10,296)

Total assets and liabilities2,526 94 (253)2,367

Goodwill recognised7,867 52 1,564 9,483

Contribution to earnings (year to date)

Revenue 12,339 1,228 685 14,252

Operating earnings (EBITDA) 2,149 (108) (106) 1,935

Expected contribution to earnings (full period)

Revenue 12,616 1,596 978 15,190

Operating earnings (EBITDA) 2,197 (140) (151) 1,906

The distribution centre provides the supply of goods for primarily internal Group customers as well as a small number of

external customers. The balances disclosed include both internal and external customers.

20. Subsequent Events

In April 2023, the Group signed an extension to the Bivacco lease with an expiry of November 2032. The extended term

represents additional undiscounted lease payments of $2.5m over the extended life of the lease from 2027 to 2032.

41

Savor Group 2023 Annual Report

Financial Statements


Independent auditor’s report to the shareholders of Savor Limited

Opinion

We have audited the financial statements of Savor Limited (the “Company”) and its subsidiaries (together the “Group”) on

pages 24 to 41, which comprise the consolidated balance sheet of the Group as at 31 March 2023, and the consolidated

statement of comprehensive income, consolidated statement of movements in equity and consolidated statement of cash

flows for the year then ended of the Group, and the notes to the consolidated financial statements including a summary of

significant accounting policies.

In our opinion, the consolidated financial statements on pages 24 to 41 present fairly, in all material respects, the

consolidated financial position of the Group as at 31 March 2023 and its consolidated financial performance and cash flows

for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and

International Financial Reporting Standards.

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might

state to the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other

purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company

and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those

standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for

Assurance Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand Auditing

and Assurance Standards Board, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

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

Ernst & Young provides other assurance related services to the Group. Partners and employees of our firm may deal with the

Group on normal terms within the ordinary course of trading activities of the business of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

consolidated financial statements of the current year. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion

on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the

Auditor’s responsibilities for the audit of the financial statements

section of the audit report, including in relation to these matters. Accordingly, our audit included the performance of

procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The

results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our

audit opinion on the accompanying consolidated financial statements.

Independent Auditor’s Report

42

Savor Group 2023 Annual Report

Independent Auditor’s Report


Goodwill Impairment

Why significantHow our audit addressed the key audit matter

The Group recorded goodwill of $25.1 million as at 31 March 2023.

Given the nature of the Group’s operations, each of its venues are

determined to be a separate cash generating unit (“CGU”). Goodwill

is allocated to each of these CGUs. To consider whether this goodwill

is impaired, the recoverable amount of each CGU is determined each

reporting period by reference to valuations prepared to assess their

value-in-use using discounted cash flow models (DCF models).

DCF models contain significant judgement and estimation in respect

of future cash flow forecasts, discount rate and terminal growth rate

assumptions. Changes in certain assumptions can lead to significant

changes in the assessment of the recoverable amount and so the

assessment of whether goodwill is impaired or not.

Disclosures regarding the Group’s key assumptions adopted and the

sensitivity to reasonably possible changes in key assumptions which

could result in impairment for certain CGUs are included in Note 2.1 of

the financial statements.

In obtaining sufficient appropriate audit evidence, we:

• Understood the Group's goodwill impairment assessment

process.

• Assessed the Group's determination of CGUs based on our

understanding of the nature of the Group's venues.

• Obtained the Group's DCF models and agreed the forecasts

within them to the Board approved forecasts.

• Assessed key inputs to the DCF models including revenue

and EBITDA margin forecasts, which were compared to historic

trading performance, discount rates and terminal growth rates.

• Involved our valuation specialists to assess the Group's

discount and terminal growth rates. Our valuation specialists

were also involved in assessing the DCF models for valuation

methodology, including the treatment of assumptions for capital

expenditure, working capital, and terminal value.

• Performed sensitivity analysis for CGUs to consider the

potential impact of changes in assumptions.

• Assessed whether consideration of the fair value less cost to

sell would alter the impairment conclusion.

• Considered the adequacy of the associated disclosures in

the financial statements, including the disclosure related to

the CGUs where the impairment assessment is sensitive to

reasonably possible changes in assumptions.

Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the annual report, which includes information other than the consolidated

financial statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form

of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,

in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or

our knowledge obtained during the audit, or otherwise appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this other information, we

are required to report that fact. We have nothing to report in this regard.

43

Savor Group 2023 Annual Report

Independent Auditor’s Report


Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated financial

statements in accordance with New Zealand Equivalents to International Financial Reporting Standards and International

Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on behalf of the entity the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless the directors either intend to liquidate the Group or cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

International Standards on Auditing (New Zealand) will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located at the External

Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-

report-1/. This description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Simon O’Connor.

Chartered Accountants

Auckland

25 May 2023

44

Savor Group 2023 Annual Report

Independent Auditor’s Report

45
Savor Group 2023 Annual Report

Company Shares
The Company’s ordinary shares are listed on the NZX Main

Board equity security market operated by NZX Limited. On

31 March 2023 the Company had issued voting securities

comprising 74,637,786 fully paid, quoted ordinary shares

(NZX: SVR).

Twenty Largest Registered Shareholders

The following table shows the names and holdings of the 20

largest registered holdings of listed ordinary shares of the

Company as at 31 March 2023:

Holder Details

Shares

held% Held

H & G Limited11,775,25315.78%

Forsyth Barr Custodians8,840,03211.84%

New Zealand Central Securities

Depository Limited

5,350,7897.17%

Paul Robinson3,984,8595.34%

Lucien Law3,894,4555.22%

JBWERE (NZ) Nominees Limited3,496,8604.69%

David Lyall Holdings Limited3,000,0004.02%

B & S Custodians Limited2,672,7453.58%

Philip Bowman1,931,1632.59%

David Poole & Warren Ladbrook &

Gaylene Cadwallader

1,688,6152.26%

Vinula Pty Limited1,459,5871.96%

New Zealand Depository Nominee Limited

(Sharesies)

1,145,2251.53%

Leveraged Equities Finance Limited1,092,2551.46%

Custodial Services Limited883,8221.18%

Vanessa Neal862,0681.16%

Waihinahina Capital Limited841,6671.13%

William Davidson701,0360.94%

Antonio Crisci & Vivienne Farnell & Toto

Trustees Limited

603,6100.81%

Justin Bade & Dorota Bade & Rca

Trustees 2016 Limited

538,4280.72%

David Lugton519,6580.70%

Pioneer Capital I Nominees Limited454,6980.74

Substantial Product Holders

This information is given as required by the Financial

Markets Conduct Act 2013.

As at 31 March 2023, the Company had 74,637,786 quoted

ordinary shares on issue (NZX code: SVR).

Substantial

product HolderNotes

Ordinary

Shares

heldDate of Notice

%

Issued

Capital

H&G Limited9,020,17321 July 202114.67%

Colin Neal9,140,4769 April 202114.87%

Paul Robinson14,141,58515 May 20206.74 %

Lucien Law24,896,33116 June 20217.96%

Notes:

1 Includes shares held directly and by the El Pilar A1 and Ika-Roa Investment

Trusts.

2 Includes shares held directly and by the El Pilar A1 and Ika-Roa Investment

Trusts.

Spread of Shareholders at 31 March 2023

RangeInvestorsSecuritiesIssued Capital %

1-1000117,3880.01

1001-50004361,317,4721.77

5001-100001841,311,6031.76

10001-500002124,559,9666.11

50001-100000352,494,6053.34

Greater than

100000

5964,946,75287.02

Statement of Directors’ Relevant Interests

Directors held the following relevant interests in shares in

the Company as at 31 March 2023:

DirectorShares

Paul Robinson4,485,797

Lucien Law4,395,393

Ryan Davis1,119,445

Louise Alexander231

Shareholder and

Statutory Information

46

Savor Group 2023 Annual Report

Shareholder and Statutory Information

Directors Remuneration and Other Benefits
The names of the directors of the Company who held office

and the details of their remuneration and value of other

benefits received for services to the Group for the year

ended 31 March 2023 were:

Director

Director

fee $

Executive

remuneration $

Nature of

remunerationNotes

Paul Robinson100,000350,000

Director fees

/ Executive

remuneration

Lucien Law60,000400,000

Director fees

/ Executive

remuneration

Ryan Davis10,000Director fees1

Louise

Alexander

60,000Director fees

1.

Satisfied in shares issued to Waihinahina Capital Limited.

Entries recorded in the Interests Register

The following entries were recorded in the Interests Register

of the Company during the year ended 31 March 2023.

Director

# of shares

acquired

Nature of

relevant

interest

Consideration

($)

Date of

acquisition

Ryan Davis452,778

Voting

shares

181,11131/05/2022

1

1

Shares issued pursuant to a placement to companies associated with

Ryan Davis, as disclosed on 31 May 2022.

Other Directorships and shareholdings

The following represents the interests of directors in other

companies as at 31 March 2023 disclosed to the Company

and entered in the Interests Register:

Lucien Law

Mizu Group Limited - Director

MBP Hospitality Limited - Director

BH Group Limited - Director

Paul Robinson

Mizu Group Limited - Director

MBP Hospitality Limited - Director

BH Group Limited – Director

Ryan Davis

Waihinahina Capital Limited – Director

Waihinahina Limited – Director

Greenmount Capital NZ Limited – Director

Greenmount New Zealand Limited – Director

Louise AlexanderBell Gully – Employee

Subsidiary Company Information

The persons listed below respectively held office as directors

of Savor Limited’s subsidiary companies as at 31 March 2023.

No employee of Savor appointed as a director of Savor

Limited’s subsidiaries receives or retains any remuneration or

other benefits, as a director.

CompanyDirectors

Savor Group LimitedP Robinson, L Law, T Peat

Amano Group LimitedP Robinson, L Law, T Peat

Savor Goods LimitedP Robinson, L Law, T Peat

Savor Quick Service LimitedP Robinson, T Peat

The Red Claw Trading Company LimitedP Robinson, T Peat

Amano Britomart 1 LimitedP Robinson, L Law

Amano Britomart 2 LimitedP Robinson, L Law

Savor Italian 1 LimitedP Robinson, L Law

Savor Britomart LimitedP Robinson, L Law

Savor Japanese 1 LimitedP Robinson, L Law

Savor Japanese 2 LimitedP Robinson, L Law

Indemnity and Insurance

The Company entered an indemnity in favour of its directors

under a deed dated 10 October 2012. The Company

has insured all its directors against liabilities and costs in

accordance with section 162(5) of the Companies Act 1993.

Employee’s Remuneration

During the period, the number of employees, not being

directors of the Company, who received remuneration and the

value of other benefits exceeding NZ$100,000 was as follows:

Remuneration rangeNumber of employees

$NZ ‘000

120–1301

130–1401

150-1601

200-2101

Audit Fees

The amount of audit fees payable to EY during the period

ending 31 March 2023 is set out in the notes to the financial

statements. During the period ended 31 March 2023, EY did

not provide any non-audit services to the Group.

Donations

The Group made no donations during the year ended

31 March 2023.

47

Savor Group 2023 Annual Report

Shareholder and Statutory Information

48
Savor Group 2023 Annual Report

Corporate
Directory

Directors

Paul Robinson

Executive Chair

Lucien Law

Executive Director & CEO

Ryan Davis

Independent Director

Louise Alexander

Independent Director

Financial Calendar

Interim results announced: November

End of financial year: 31 March

Annual Report published: May

Registered Office and

address for service

Level 4, Seafarers Building, 114 Quay

Street, Auckland, 1010, New Zealand

contact@savor.co.nz

Auditor

EY

Banker

Kiwibank

Lawyers

Chapman Tripp

Company Publications

The Company informs investors of

the Group’s business and operations

by publishing an Annual Report and

regular trading updates.

Share register and

shareholder enquiries

Shareholders with enquiries about

transactions or changes of address

should contact the share register.

Link Market Services Limited

Level 30, PwC Tower, 15 Customs

Street West, Auckland, PO Box 91976,

Auckland 1142

Phone: +64 9 375 5998

Fax: +64 9 375 5990

Other questions should be directed to

the Company at the registered address.

NZX Quotation

The Company’s shares trade on the

NZX Main Board financial products

market operated by NZX Limited under

the code SVR.

Signed for and on behalf of the Board by:

25 May 2023

Paul Robinson

Executive Chair

Ryan Davis

Director

49

Savor Group 2023 Annual Report

Corporate Directory

New Zealand's premier hospitality group

---

NZX Release




25 May 2023

Savor Posts Record Annual Result

Savor Limited (NZX: SVR) (“Savor”, “the Company”, or with its subsidiaries “the Group”), New

Zealand’s premier hospitality group, provides its results for the financial year ended 31 March 2023.



Highlights:

• Savor’s revenue was $52.4m for the year, an increase of over 70% compared to 2022.

• EBITDA

* was $5.2m, well within the guidance range announced in January 2023, also

increasing over 70% compared to 2022.

• Operating cash flow exceeded $6m, compared to $2.9m in the prior year.

• Net profit after tax was ($0.6m) compared to ($2.3m) in the prior year, after adjusting for

one-off restructuring and interest costs during the year. Including those charges net profit

after tax was ($2.3m).

• The Group continued to strengthen its Balance Sheet with the repayment of over $3.6m in

debt principal over the year and the repayment of $2.85m of deferred consideration for the

Amano acquisition.


The three key performance indicators by which the Company measures success have delivered

record results: (i) Revenue has grown from $16m (in 2021), through $30m (in 2022) to $52m now a

three fold increase, (ii) EBITDA

* has improved from $1.8m (in 2021), $3m (in 2022) to $5.2m this

year and (iii) Operating cash flow is now in excess of $6m compared to $3m (in 2022) and zero (in

2021).

These results were impacted by the early months of 2023 by the weather events throughout January

and February. The Group considers the impact of the weather events on revenue for the year to be

approximately $2m - $3m, which but for these, would have allowed the Group to exceed the top

end of the earnings guidance range of $6m EBITDA

*.



Trading Update

Savor is pleased to announce that with Bivacco outperforming all expectations the landlord has agreed

to extend the lease making it a 10 year term.

Despite the difficult macroeconomic environment, average transaction size and spend per head

continues to be strong as does the level of forward bookings. Nevertheless, in a defensive move the

Group raised additional capital in March 2023 to pay down all floating rate short term liabilities and

strengthened its balance sheet with the repayment of $6.45m of Bank debt and third party

obligations. With the business delivering healthy free cash flow and the Executive team focusing on

cost controls, Savor is well positioned for the winter season.




Savors 5 Year Performance

The Executive team is immensely proud of the Group’s transformation over the last 5 years. Divesting

Moa and navigating the uniquely difficult business environment that was COVID in Auckland, Savor

has increased revenue by 229% since 2019, turned around operating cash flow by $10m and delivered

an increase of 362% to EBITDA all the while substantially reducing debt levels (please refer to the

attached tables illustrating this).

Consequently, Savor’s Board restate their belief that the Group will soon be in a position to deliver

dividends in the coming years based on the continued growth of free cash flow.








*EBITDA means reported earnings before interest, tax, depreciation, amortisation and restructuring

costs, as reported in the Group’s Statement of Comprehensive Income.



-ENDS-



Investor Enquiries

Tim Peat

CFO, Savor

Mobile: 021 049 7442

Email: tim@savor.co.nz



About Savor

Savor, established in 2011, is one of New Zealand’s largest hospitality businesses with 20 iconic

venues in Auckland, including Amano, Azabu Ponsonby, Azabu Mission Bay, Ebisu and Non Solo

Pizza, each with its own unique concept, culture and offering. In 2022, Savor opened Bivacco in

Auckland’s Viaduct Harbour and brought iconic Melbourne concept MoVida to Britomart’s Seafarers

Building. Savor has a reputation for originality, the quality of its products and the high standard of

service that is consistent across the company portfolio.

Savor’s Five Year
Performance Transformation

Savor’s Five Year Performance Transformation

-

10,000,000

20,000,000

30,000,000

40,000,000

60,000,000

50,000,000

20192021202220232020

COVID-19

Continued focus on growth and quality of execution has allowed the group to leverage

off its core business to increase revenue by 229% in the five years since 2019.

Managements determined approach to cost control has yielded a $10m

turnaround in cashflows, representing a 270% increase over the last 5 years.

Revenue

Operating Cash Flows

20192021202220232020

COVID-19

- 4,000,000

- 2,000,000

-

2,000,000

4,000,000

8,000,000

6,000,000

Savor’s Five Year Performance Transformation
A controlled approach to balancing growth and prudent debt management, as well as

continued support from our shareholders, has significantly altered the debt levels of

the business and greatly reduced the cost of capital as the market has moved.

From a EBITDA loss of $2m to a profit in excess of $5m, Savor has

delivered a 362% increase in group earnings over the last five years.

Ratio of Debt to EBITDA

EBITDA

2.00

4.00

6.00

8.00

10.00

12.00

-

1,000,000

- 1,000,000

- 2,000,000

2,000,000

3,000,000

4,000,000

6,000,000

5,000,000

20192021202220232020

2021202220232020

COVID-19

COVID-19

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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