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ENECO REFRESH LTD Annual Report 2007

Oct 23, 2007

64874_rns_2007-10-23_9fa404b4-a152-4c41-a0fa-a7a58be1a2a3.pdf

Annual Report

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ANNUAL REPORT

06/07

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CONTENTS

Chairman’s Review 2
Directors’ Report 3
Auditor’s Independence Declaration 10
Income Statement 11
Balance Sheet 12
Cash Flow Statement 13
Statement of Changes in Equity 14
Notes to the Financial Statements 15
Directors’ Declaration 46
Independent Audit Report 47
Corporate Governance Statement 49
Shareholder Information 51

CHAIRMAN’S REVIEW

Dear Shareholder

This is the fi rst time that Refresh Group Ltd (“Refresh”) has operated for a full year as a listed company. The fi nancial year saw a growth in revenue of 21% with increased sales across the board in all locations.

Unfortunately, the resources boom in Western Australia has caused major challenges with regard to labour and transport costs resulting in much higher operating costs in Perth. So despite the growth in sales, these and other factors have impacted your company’s profi ts quite substantially.

Corporate expenses and trading losses at the other locations resulted in an overall operating loss of $948,000 for the year. Associate companies are equity accounted and this added a further $298,000 to the loss. This included writing off our investment in Relish Australia Pty Ltd. Subsequent to the listing, the Board looked at several merger and acquisition opportunities. In addition, we incurred substantial fees as we set up systems to comply with corporate governance requirements. This resulted in higher than normal professional fees of $235,000.

Only one acquisition was made during the fi nancial year - Hydr8 Custom Labelled Bottled Water, one of our principal customers. However, subsequent to the end of fi nancial year, we acquired the bottled water division of Sun Shower Springs Pty Ltd which operates in Brisbane.

Over the past year, we upgraded our plants and established the right infrastructure to take the company to new heights. From this point onwards we will seek to consolidate and continue our growth. We have a good product and with a good team, will work towards turning the company around.

The WA economic boom brought increased costs but it also heralded a period of signifi cant growth in real estate values. Your Board has therefore decided to capitalise the gain in value of the Perth property and use this profi t to further grow the business.

On behalf of the Refresh Board, I thank you for your continuing support of your company. I would also like to thank the management and staff, many of whom are also shareholders, for their dedication and contribution to the company.

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HENRY HENG Executive Chairman

2 REFRESH GROUP LIMITED and its controlled entities

DIRECTORS’ REPORT

DIRECTORS

The directors of Refresh Group Ltd (“Refresh”) present the following report for the year ended 30 June 2007. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows.

The names and particulars of the directors of Refresh during or since the end of the year are:

Henry Heng MBA, ACIB, G Dip PM Executive Chairman Henry Heng is a founding director of Refresh.

Henry started his career in banking and is an Associate of the Chartered Institute of Bankers, London. He subsequently held management positions in multi-national corporations. Henry’s experience extends to small and medium enterprises, being founding partner of a chain of child care centres and a distribution business in Singapore. He was a licensed securities dealer with the Singapore Stock Exchange.

Henry is active in social and community services and was a volunteer migration agent. He has been on the Board of Grace AOG Church Perth, for the last 10 years.

Henry holds a Master of Business Administration (Edith Cowan University), Graduate Diploma in Personnel Management (Singapore Institute of Management) and a Banking Diploma (Chartered Institute of Bankers).

Appointed on 11 August 1997.

Edmund Teo MAICD Executive Director

Edmund Teo is a founding director of Refresh.

Edmund had a successful career in journalism between 1974 and 1995. During this period Edmund was a London Correspondent for The Straits Times newspapers in Singapore; Chief Transport Correspondent for The Straits Times; and Acting Assistant to the Editor of the fi nancial section of The Straits Times. He left the newspaper as an Executive SubEditor in 1993 to live in Australia. In Perth, he worked as a Sub-Editor with The West Australian newspapers from 1993 to 1995. In August 1997, Edmund bought into the Refresh Pure Water business. His key contribution to the company is to oversee the day-to-day running and operation of the business.

Edmund holds Reporting Certifi cates with the British Institute of Careers (Australia) and the Graduate London School of Journalism. He is also a Member of the Australian Institute of Company Directors.

Appointed on 11 August 1997.

Murray Smith LL B Independent Non-Executive Director

Murray Smith is a Barrister and Solicitor who was admitted to the Bar in Western Australia in 1968.

Murray’s extensive experience includes 8 years with the Crown Law Department of Western Australia where he was involved in formulating draft uniform legislation such as the Companies Code and advising government ministers on constitutional issues. For the past 25 years he has operated his own legal practice and been the managing partner of other larger fi rms, working in all fi elds of law. His clients have included listed public companies, particularly in the resources industry and government instrumentalities.

Murray has been a director of both public and private companies and continues to be a director of private companies with interests in Asia. He is involved in conducting seminars in the fi eld of business management, marketing and project management.

Appointed on 18 July 2005.

Leon Ivory served as Independent Non-Executive Chairman up to 28 November 06 but did not offer himself for reelection at the last Annual General Meeting.

REFRESH GROUP LIMITED and its controlled entities 3

DIRECTORS’ REPORT

The company secretary of Refresh is:

Mary Ang B Acc Company Secretary/Chief Financial Offi cer Mary has more than 20 years of diverse management and consulting experience in areas of fi nance, tax and treasury, gained from her employment with multinational companies and international accounting fi rms including Unisys International and Ernst and Whinney.

Mary graduated with a Bachelor of Accountancy from the National University of Singapore and is an Associate member of CPA Australia. She is also a Certifi ed Public Accountant of the Institute of Certifi ed Public Accountants of Singapore. Appointed on 2 January 2007.

Gabriel Chiappini held the position of Company Secretary up to 2 January 2007.

REVIEW OF OPERATIONS

Refresh’s objective is to expand its distilled water operations across Australia and to have production and marketing facilities in all the main capital cities. It currently has factories in Perth, Sydney, Melbourne, Toowoomba and Kalgoorlie. Having factories in multiple locations is necessary because Refresh’s primarily business is in the home and offi ce segment of the bottled water market. With empty bottles having to be returned, being in multiple locations help cut down the cost of freight. Sales to country towns are through its wide network of distributors.

There are only 2 national bottled water companies in the home and offi ce segment. Besides Neverfail, a wholly-owned subsidiary of Coca-Cola Amatil, Refresh is the only other national player.

The capital injection from the IPO has enabled Refresh to upgrade and purchase a number of plants and equipment. This will improve its prices to supermarkets. Refresh currently supplies a few products to selected distribution centres of all three major supermarket chains. With its competitive advantage, Refresh will also appoint distributors to handle the route trade of convenience stores, cafes and delicatessens.

Refresh intends to review and fully exploit the potential of all existing products of the Company. At the same time, it will review and develop new markets and new channels of delivering its products to the discerning consumer.

RESULTS OF OPERATIONS

The key fi nancial results of the Company for the year are as follows:

Revenue
Net Loss after tax
Total Assets
Total Equity
30 June 2007
$
4,106,600
(1,253,201)
5,577,345
4,063,338

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

The following signifi cant changes in the state of affairs of the consolidated entity occurred during the fi nancial year:

1) On 15 December 2006, the Company purchased Hydr8 Custom Labelled Bottled Water for $70,000 in cash and 400,000 shares in Refresh Group Ltd.

4 REFRESH GROUP LIMITED and its controlled entities

DIRECTORS’ REPORT

PRINCIPAL ACTIVITIES

The principal activity of Refresh during the year was the producer and distributor of distilled bottled water. There was no signifi cant change in the nature of the activity of the entity during the year.

SIGNIFICANT AFTER BALANCE DATE EVENTS

After the end of fi nancial year, Refresh acquired Sun Shower Springs in Brisbane. This will strengthen our presence in the eastern states.

No other matter or circumstance has arisen since the end of the fi nancial year that has signifi cantly affected or may signifi cantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity, in future fi nancial years.

LIKELY FUTURE DEVELOPMENTS

For the coming fi nancial year, we intend to consolidate our business in the cities we have operations. We regard the Refresh business as truly national in presence.

PERFORMANCE IN RELATION TO ENVIRONMENTAL REGULATION

Federal and State governments regulate bottled water as a food product under the Australian and New Zealand Code Standard 08. All Refresh bottling plants meet the requirements stipulated in the Food Code.

In addition to collection of rain water where feasible, all bottling plants currently use state supplied water for purposes of steam-distilling them.

DIVIDENDS

No dividend has been paid or declared for the year ended 30 June 2007. No dividend was paid in the prior year.

DIRECTORS’ MEETINGS

The following table sets out the number of directors’ meetings held during the fi nancial year and the number of meetings attended by each director.

Directors
Leon Ivory
Henry Heng
Edmund Teo
Murray Smith
Board Meetings
Held
Attended
9
9
15
15
15
15
15
15

REFRESH GROUP LIMITED and its controlled entities 5

DIRECTORS’ REPORT

REMUNERATION REPORT

The performance of Refresh depends upon the quality of its directors and executives. To achieve success, the company must attract, motivate and retain highly skilled directors and executives. To this end, the company proposes to adopt the following principles in its remuneration framework:

  • Provide competitive rewards to attract high calibre executives;

  • Link executive rewards to shareholder value and

  • Establish appropriate performance hurdles in relation to variable executive remuneration.

Remuneration for all directors is determined by the Board, within the maximum amount approved by shareholders from time to time. At present, the aggregate sum is fi xed at a maximum of $100,000 per annum. In addition, executive directors are paid a salary. Directors and executives receive superannuation contributions which is currently 9%. Other than superannuation, there is no other retirement benefi ts scheme for non-executive directors.

To align the interests of the directors and senior management of Refresh, the Directors and Executives Option Scheme provides a cost-effective and effi cient long-term incentive to them which is linked to the performance of the company. By rewarding executives with the issue of options, Refresh will be able to reward them without having to commit cash resources to do so. Directors and executives are granted options annually. This is to motivate them to pursue the long term growth and success of the company within an appropriate control framework and demonstrate a clear relationship between key executive performance and remuneration. Details of the scheme are found on Note 16 of the Financial Report.

6 REFRESH GROUP LIMITED and its controlled entities

DIRECTORS’ REPORT

DIRECTOR AND EXECUTIVE DISCLOSURE

(i) Remuneration of Directors

Directors
30 June 2007
Mr L Ivory
Mr H Heng
Mr E Teo
Mr M Smith
Total
30 June 2006
Mr L Ivory
Mr H Heng
Mr E Teo
Mr M Smith
Total
PRIMARY
POST EMPLOYMENT
EQUITY
OTHER
TOTAL
Salary &
Fees
Cash
Bonus
Non
Monetary
benef ts
Superannuation
Retirement
benef ts
Options
$ $ $ $ $ $ $ $
10,000
-
-
900
-
-
-
10,900
85,210
-
1,674
7,669
-
4,425
1,346
100,324
57,802
-
1,231
5,202
-
3,540
1,616
69,391
5,450
-
-
10,900
-
3,540
-
19,890
158,462
-
2,905
24,671
-
11,505
2,962
200,505
14,231
-
-
1,281
-
6,360
-
21,872
76,904
-
-
17,696
-
5,300
1,000
100,900
58,337
-
-
5,250
-
4,240
-
67,827
5,906
-
-
9,815
-
4,240
-
19,961
155,378
-
-
34,042
-
20,140
1,000
210,560

(ii) Remuneration of Specifi ed Executives

The senior management of Refresh includes:

  • Ms Mary Ang Chief Financial Offi cer and Company Secretary

  • Mr D Hadi Group Marketing Director

  • Mr J Humphreys State Director – Queensland Mr H Ho Operations Manager – Victoria Mr M Scott Business Manager – Western Australia

30 June 2007
Ms M Ang
Mr D Hadi
Mr H Ho
Mr J Humphreys
Mr M Scott
Total
30 June 2006
Mr M Keong
Mr D Hadi
Mr H Ho
Mr J Humphreys
Mr M Scott
Total
PRIMARY
POST EMPLOYMENT
EQUITY
OTHER
TOTAL
Salary &
Fees
Cash
Bonus
Non
Monetary
benef ts
Superannuation
Retirement
benef ts
Options
$ $ $ $ $ $ $ $
45,695
-
-
4,113
-
2,950
-
52,758
59,004
-
413
5,310
-
2,950
1,364
69,041
57,124
-
-
4,856
-
2,213
-
64,193
29,500
-
-
36,491
-
2,950
1,000
69,941
52,401
-
476
4,716
-
2,213
-
59,806
243,724
-
889
55,486
-
13,276
2,365
315,739
60,130
-
-
5,287
-
-
-
65,417
57,659
-
-
5,122
-
3,816
-
66,597
56,500
-
-
4,767
-
2,756
-
64,023
19,585
-
-
24,205
-
3,816
1,000
47,806
49,556
-
-
4,419
-
3,180
-
57,155
243,430
-
-
44,000
-
13,568
-
300,998

REFRESH GROUP LIMITED and its controlled entities 7

DIRECTORS’ REPORT

DIRECTOR AND EXECUTIVE DISCLOSURE (cont)

(iii) Remuneration options: Granted and vested during the year

During the fi nancial year, options were granted as equity compensation benefi ts under the Directors and Executives Option Scheme (DEOS) to all directors and certain specifi ed executives as disclosed below. The options were issued free of charge. Each option entitles the holder to subscribe for one fully paid ordinary share in the entity at an exercise price of $0.15.

Directors
Mr H Heng
Mr E Teo
Mr M Smith
Specif ed Executives
Ms M Ang
Mr D Hadi
Mr J Humphreys
Mr H Ho
Mr M Scott
Total
Vested
Granted
Terms & Conditions for each Grant
Value per
option at
grant date
Exercise
price per
share
No.
No.
Grant Date
($)
($)
Expiry Date
150,000
150,000
29/3/07
0.0295
0.15
28/3/08
120,000
120,000
29/3/07
0.0295
0.15
28/3/08
120,000
120,000
29/3/07
0.0295
0.15
28/3/08
100,000
100,000
29/3/07
0.0295
0.15
28/3/08
100,000
100,000
29/3/07
0.0295
0.15
28/3/08
100,000
100,000
29/3/07
0.0295
0.15
28/3/08
75,000
75,000
29/3/07
0.0295
0.15
28/3/08
75,000
75,000
29/3/07
0.0295
0.15
28/3/08
840,000
840,000

(iv) Shareholding of Directors and Specifi ed Executives

Shares held in Refresh Group Ltd

Directors
Mr H Heng
Mr E Teo
Mr M Smith
Specif ed Executives
Ms M Ang
Mr D Hadi
Mr J Humphreys
Mr H Ho
Mr M Scott
Total
Balance 01 July 06
Granted as
Remuneration
Other Net Changes*
Balance 30 June 07
Ord
Pref
Ord
Pref
Ord
Pref
Ord
Pref
9,510,379
-
-
-
64,000
-
9,574,379
-
7,489,900
-
-
-
49,000
-
7,538,900
-
25,000
-
-
-
-
-
25,000
-
-
-
-
-
25,000
-
25,000
-
3,905,050
-
-
-
69,000
-
3,974,050
-
2,035,000
-
-
-
102,000
-
2,137,000
-
35,000
-
-
-
-
-
35,000
-
29,500
-
-
-
-
-
29,500
-
23,029,829
-
-
-
309,000
-
23,338,829
-

* Other net changes relate to general sales and purchases made on the open market.

All equity transactions with directors other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm’s length.

8 REFRESH GROUP LIMITED and its controlled entities

DIRECTORS’ REPORT

DIRECTOR AND EXECUTIVE DISCLOSURE (cont)

INDEMNIFYING DIRECTORS AND OFFICERS

The Company has taken out a Director’s and Offi cer’s Liability Insurance protecting directors and offi cers against claims resulting from management decisions.

The Company has not otherwise, during or since the fi nancial year, indemnifi ed or agreed to indemnify a director or offi cer of the Company or of any related body corporate against a liability incurred by such a director or offi cer.

NON-AUDIT SERVICES

The directors are satisfi ed that the provision of non-audit services during the year by the auditors is compatible with the general standard of independence for auditors imposed by the Corporations Act.

The directors are satisfi ed that the provision of non-audit services did not compromise the auditor independence requirements of the Corporations Act.

Details of amount paid to auditors for audit and non-audit services provided during the year:

Amounts received or due and receivable by PKF Perth for:
• an audit or review of the f nancial report of the entity and
any other entity in the consolidated entity
• other services in relation to the entity and any other entity in
the consolidated entity
tax compliance
assurance related
• other services performed by entities controlled by the partners
of PKF Perth for
corporate advisory costs
tax consulting and restructure costs
CONSOLIDATED
PARENT
2007
$ 2006
$ 2007
$ 2006
$
29,500
33,000
29,500
33,000
33,520
10,090
33,520
10,090
5,404
62,804
5,404
62,804
-
66,018
-
66,018
-
27,075
-
27,075
68,424
198,987
68,424
198,987

AUDITOR’S INDEPENDENCE DECLARATION

The auditor’s independence declaration under section 370C is included on page 10 of the Directors’ Report.

Signed in accordance with a resolution of the directors made pursuant to s298 (2) of the Corporations Act 2001.

On behalf of the directors

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HENRY HENG Executive Chairman Perth, 28 September 2007

REFRESH GROUP LIMITED and its controlled entities 9

AUDITOR’S INDEPENDENCE DECLARATION

10 REFRESH GROUP LIMITED and its controlled entities

INCOME STATEMENT

FOR THE YEAR ENDED 30 JUNE 2007

Continuing Operations
Revenues from ordinary activities
Change in inventories of f nished goods and work
in progress
Other income
Employee benef ts expense
Depreciation and amortisation expense
Investment in associates written off
Loan to related parties written off
Finance costs
Professional fees
Advertising expenses
Motor vehicle expenses
Occupancy expenses
Other expenses
Share of net prof ts/(losses) of associates
accounted for using the equity method
Net prof t/(loss) From Continuing Operations
Before Income Tax
Income tax attributable to operating loss (credit)
Net prof t/(loss) attributable to members of
Refresh Group Limited
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
Note CONSOLIDATED
PARENT
2007
$ 2006
$ 2007
$ 2006
$
4a
4b
4d
4c
6
6
4,106,600
3,396,734
-
-
(1,810,515)
(1,294,502)
-
-
25,391
78,794
403,066
378,502
(1,960,460)
(1,318,878)
(245,765)
(110,645)
(157,804)
(89,564)
(843)
-
(151,036)
-
-
(368,790)
(112,140)
-
(112,140)
-
(86,269)
(83,564)
(57,960)
(50,465)
(234,555)
(75,272)
(225,723)
(64,968)
(52,943)
(334,973)
(4,003)
(16,830)
(144,620)
(108,331)
-
-
(215,120)
(151,786)
-
-
(417,450)
(384,691)
(44,388)
(28,928)
(35,062)
(64,822)
-
-
(1,245,983)
(430,855)
(656,546)
106,666
7,218
(206,272)
9,326
(106,169)
(1,253,201)
(224,583)
(665,872)
212,835
(2.87)
(0.69)
(1.53)
0.66
(2.87)
(0.69)
(1.53)
0.66

The accompanying notes form part of this Income Statement.

REFRESH GROUP LIMITED and its controlled entities 11

BALANCE SHEET

AS AT 30 JUNE 2007

Notes
ASSETS
Current Assets
Cash and cash equivalents
8
Trade and other receivables
9
Inventories
10
Total Current Assets
Non-Current Assets
Receivables
11
Other f nancial assets
12
Investment in associates accounted for using the
equity method
13
Property, plant and equipment
14
Intangible assets
15
Total Non-current assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
17
Interest-bearing loans and borrowings
18
Provisions
19
Current tax liabilities
Total Current Liabilities
Non-current Liabilities
Interest-bearing loans and borrowings
18
Deferred income tax liabilities
5
Provisions
19
Total Non-current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Equity attributable to equity holders of
the parent
Issued capital
20
Reserves
20
Retained earnings/(Accumulated losses)
TOTAL EQUITY
CONSOLIDATED
PARENT
2007
2006
2007
2006
435,507
1,462,633
298,836
1,300,184
538,996
585,150
54,912
122,193
398,030
504,400
-
-
1,372,533
2,552,183
350,748
1,422,377
1,227
27,205
4,097,557
2,875,671
26,000
26,990
23,002
23,002
86,580
176,888
140,000
413,000
3,547,231
2,942,889
1,652,889
1,400,000
543,774
403,202
-
-
4,204,812
3,577,174
5,913,448
4,711,673
5,577,345
6,129,357
6,264,196
6,134,050
328,334
275,066
29,663
19,185
190,996
114,899
84,700
-
91,744
114,932
29,874
58,000
1,034
(75,599)
-
(75,599)
612,108
429,298
144,237
1,586
861,201
622,478
762,300
417,281
8,658
24,696
-
4,798
32,040
33,596
15,896
-
901,899
680,770
778,196
422,079
1,514,007
1,110,068
922,433
423,665
4,063,338
5,019,289
5,341,763
5,710,385
4,728,991
4,634,995
4,728,991
4,634,995
805,492
602,238
920,492
717,238
(1,471,145)
(217,944)
(307,720)
358,152
4,063,338
5,019,289
5,341,763
5,710,385

The accompanying notes form part of this Balance Sheet

12 REFRESH GROUP LIMITED and its controlled entities

AS AT 30 JUNE 2007

CASH FLOW STATEMENT

Notes
Cash f ows from operating activities
Receipts from customers
Payments to suppliers and employees
Borrowing costs
Interest received
Other
Net cash f ows from/(used in) operating
activities
8
Cash f ows from investing activities
Proceeds from sale of property, plant
and equipment
Purchase of property, plant and equipment
Loans to related parties
Additional investment in associates
Purchase of other f nancial assets
Acquisition of subsidiaries, net of cash acquired
23
Net cash f ows from/(used in) investing activities
Cash f ows from f nancing activities
Proceeds from issue of shares
20
Loans made to subsidiaries
Proceeds from borrowings
Share Issue expenses
Repayments of borrowings
Net cash f ows from/(used in) f nancing activities
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
8
CONSOLIDATED
PARENT
2007
2006
2007
2006
4,133,792
3,202,912
-
-
(4,650,803)
(3,346,383)
(346,558)
(169,308)
(86,269)
(83,564)
(57,960)
(44,170)
30.970
42,515
27,184
40,504
-
40,399
-
4,558
(572,310)
(144,121)
(337,334)
(168,416)
20,966
34,400
-
-
(509,190)
(572,572)
-
-
(95,067)
(28,584)
(112,140)
-
(95,790)
-
(95,790)
-
-
(10,000)
-
(10,000)
(70,000)
(45,101)
-
-
(749,081)
(621,857)
(207,930)
(10,000)
-
2,516,000
-
2,516,000
-
-
(828,248)
(762,412)
847,000
-
847,000
-
(20,555)
(392,203)
(20,555)
(392,293)
(532,180)
(49,514)
(417,281)
(37,277)
294,265
2,074,283
(419,084)
1,324,362
(1,027,126)
1,308,305
(1,004,348)
1,145,856
1,462,633
154,328
1,300,184
154,328
435,507
1,462,633
295,836
1,300,184

The accompanying notes form part of this Cash Flow Statement

REFRESH GROUP LIMITED and its controlled entities 13

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2007

ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT

ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
CONSOLIDATED
At 1 July 2005
Fair value revaluation of land buildings
Prior year adjustments to inventory
Fair value revaluation of plant and
equipment
Equity fund raising costs
AIFRS tax adjustment taken to equity
Total income/expense for the year
recognised directly in equity
Loss for the year
Total income/expense for the period
Issue of share capital
Newly consolidated entity existing
reserves
Cost of share-based payments
At 30 June 2006
Fair value revaluation of land buildings
Equity fund raising costs
AIFRS tax adjustment taken to equity
Total income and expense for the year
recognised directly in equity
Loss for the year
Total income/expense for the period
Issue of share capital
Cost of share-based payments
At 30 June 2007
Other
reserves
Issued
capital
Fund Raising
Costs
Retained
Earnings/
(Accu mulated
Losses)
Revaluation
Reserve
Total
1,762,070
-
-
(22,380)
236,110
1,975,800
-
-
-
-
400,000
400,000
-
-
-
29,132
-
29,132
-
-
-
-
5,000
5,000
-
(392,204)
-
-
285,000
(392,204)
-
94,129
-
(2,396)
(120,000)
(28,267)
-
(298,075)
-
26,736
285,000
13,661
-
-
-
(224,583)
-
(224,583)
-
(298,075)
-
(197,847)
285,000
(210,922)
3,171,000
-
-
-
-
3,171,000
-
-
-
2,283
-
2,283
-
-
81,128
-
-
81,128
4,933,070
(298,075)
81,128
(217,994)
521,110
5,019,289
-
-
-
-
250,000
250,000
-
(20,555)
-
-
-
(20,555)
-
(7,449)
-
-
(80,376)
(87,825)
-
(28.004)
-
-
169,624
141,620
-
-
-
(1,253,201)
-
(1,253,201)
-
(28.004)
-
(1,253,201)
169,624
(1,111,581)
122,000
-
-
-
-
122,000
-
-
33,630
-
-
33,630
5,055,070
(362,079)
114,758
(1,471,145)
690,734
4,063,338

14 REFRESH GROUP LIMITED and its controlled entities

FOR THE YEAR ENDED 30 JUNE 2007

STATEMENT OF CHANGES IN EQUITY

ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT

PARENT
At 1 July 2005
Fair value revaluation of land buildings
Equity fund raising costs
Reversal of equity accounted losses taken
to P/L in prior years’
AIFRS tax adjustment taken to equity
Total income/expense for the year
recognised directly in Equity
Prof t for the year
Total income/expense for the period
Issue of share capital
Cost of share-based payments
At 30 June 2006
Fair value revaluation of land buildings
Equity fund raising costs
AIFRS tax adjustment taken to equity
Total income and expense for the year
recognised directly in equity
Loss for the year
Total income/expense for the period
Issue of share capital
Cost of share-based payments
At 30 June 2007
Other
reserves
Issued
capital
Fund Raising
Costs
Retained
Earnings/
(Accumulated
Losses)
Revaluation
Reserve
Total
1,762,070
-
-
(22,380)
236,110
1,975,800
-
-
-
-
400,000
400,000
-
(392,204)
-
-
-
(392,204)
-
-
-
171,288
-
171,288
-
94,129
-
(3,591)
-
90,538
-
(298,075)
-
167,697
400,000
269,622
-
-
-
212,835
-
212,835
-
(298,075)
-
380,532
400,000
482,457
3,171,000
-
-
-
-
3,171,000
-
-
81,128
-
-
81,128
4,933,070
(298,075)
81,128
358,152
636,110
5,710,385
-
-
-
-
250,000
250,000
-
(20,555)
-
-
-
(20,555)
-
(7,449)
-
-
(80,376)
(87,825)
-
(28.004)
-
-
169,624
141,620
-
-
-
(665,872)
-
(665,872)
-
(28.004)
-
(665,872)
169,624
(524,525)
122,000
-
-
-
-
122,000
-
-
33,630
-
-
33,630
5,055,070
(362,079)
114,758
(307,720)
805,734
5,341,763

REFRESH GROUP LIMITED and its controlled entities 15

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

1 CORPORATE INFORMATION

The fi nancial report of Refresh Group Ltd for the year ended 30 June 2007 was authorised for issue in accordance with a resolution of the directors on 28 September 2007.

Refresh Group Ltd is a company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange.

The nature of the operation and principal activities of the Group are described in note 3.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

The fi nancial report is a general purpose fi nancial report which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards (AASB’s) (including Australian Interpretations adopted by the Australian Accounting Standards Board (AASB)) which include Australian equivalents to International Financial Reporting Standards (IFRS). This fi nancial report has also been prepared on an accruals basis and is based on historical costs except where otherwise stated.

For the purpose of this report, the functional and presentation currency adopted for Refresh Group Limited is Australian Dollars.

(b) New Standards and Interpretations Not Yet Adopted

A number of adopted Accounting standards have been amended, the impacts of these amendments are assessed to have no direct impact on amounts in the fi nancial report. They are available for early adoption at 30 June 2007 but have not been applied in preparing the fi nancial report.

  • (c) Basis of consolidation

The consolidated fi nancial statements comprise the fi nancial statements of Refresh Group Ltd and its subsidiaries as at 30 June 2007 (‘the Group’).

The fi nancial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

Adjustments are made to bring into line any dissimilar accounting policies that may exist.

All intercompany balances and transactions, including unrealised profi ts arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.

(d) Investment in associates

The Group’s investment in its associates is accounted for under the equity method of accounting in the consolidated fi nancial statements. These are entities in which the Group has signifi cant infl uence and which are neither subsidiaries nor joint ventures.

The fi nancial statements of the associates are used by the Group to apply the equity method. The reporting dates of the associates and the Group are identical and both use consistent accounting policies.

The investment in the associates are carried in the consolidated balance at cost plus post-acquisition changes in the Group’s share of net assets of the associates, less any impairment in value. The consolidated income statement refl ects the Group’s share of the results of operations of the associates.

Where there has been a change recognised directly in any of the associate’s equity, the Group recognises its share of any changes and discloses this, when applicable in the consolidated statement of changes in equity.

16 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

(e) Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any impairment in value.

Land and buildings are measured at fair value less accumulated depreciation.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: Buildings - over 40 years

Plant and equipment - over 5 to 20 years

Impairment

The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

For an asset that does not generate largely independent cash infl ows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount.

The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset.

Impairment losses are recognised in the income statement.

Revaluations

Following initial recognition at cost, land and buildings are carried at a revalued amount which is the fair value at the date of the revaluation less any subsequent accumulated depreciation on buildings and accumulated impairment losses.

Fair value is determined by reference to market-based evidence, which is the amount for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation date.

Any revaluation surplus is credited to the asset revaluation reserve included in the equity section of the balance sheet unless it reverses a revaluation decrease of the same asset previously recognised in the income statement.

Any revaluation defi cit is recognised in the income statement unless it directly offsets a previous surplus of the same asset in the asset revaluation reserve.

In addition, any accumulated depreciation as at revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.

Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.

Independent valuations are performed with suffi cient regularity to ensure that the carrying amount does not differ materially from the asset’s fair value at the balance sheet date.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefi ts are expected to arise from the continued used of the asset.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the period the item is derecognised.

(f) Borrowing costs

Borrowing costs are recognised as an expense when incurred.

REFRESH GROUP LIMITED and its controlled entities 17

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

(g) Goodwill

Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifi able assets, liabilities and contingent liabilities.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill is not amortised.

Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates.

Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation.

Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

Intangible assets acquired both separately and from a business combination

Intangible assets acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets.

The useful lives of these intangible assets are assessed to be either fi nite or indefi nite.

Where amortisation is charged on assets with fi nite lives, this expense is taken to the income statement through the ‘administrative expenses’ line item.

Intangible assets, excluding development costs, created within the business are not capitalised and expenditure is charged against profi ts in the period in which the expenditure is incurred.

Intangible assets are tested for impairment where an indicator of impairment exists and in the case of indefi nite lived intangibles annually, either individually or at the cash-generating unit level. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis.

(h) Recoverable amount of assets

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash infl ows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset.

(i) Investments

Investments are included at the lower of cost or recoverable amount. The carrying amount of investments is reviewed at each reporting date by the directors to ensure it is not in excess of the recoverable amount of these investments.

18 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

  • (j) Inventories

Inventories are valued at the lower of cost and net realisable value.

Costs incurred in bringing each product to its present location and condition is accounted for as follows:

Raw materials - purchase cost

Finished goods - cost of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity.

  • (k) Trade and other receivables

Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.

An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identifi ed.

  • (l) Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defi ned above, net of outstanding bank overdrafts.

(m) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.

  • (n) Share-based payment transactions

The Group provides to employees (including directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’).

There are currently two plans in place to provide these benefi ts:

(i) The Directors and Executives Option Scheme (DEOS), which provides benefi ts to directors and senior executives, and

(ii) The Employee Share Scheme (ESS), which provides to all employees, excluding senior executives and directors.

Details of the plans are covered under 16 Employee Benefi ts.

(o) Leases

A distinction is made between fi nance leases which effectively transfer from the lessor to the lessee substantially all the risks and benefi ts incidental to ownership of the leased property, without transferring the legal ownership, and operating leases under which the lessor effectively retains substantially all the risks and benefi ts. Where assets are acquired by means of fi nance leases, the present value of minimum lease payments is established as an asset at the beginning of the lease term and amortised on a straight line basis over the expected economic life. A corresponding liability is also established and each lease payment is allocated between such liability and interest expense.

Operating lease payments are charged to expenses on a basis which is representative of the pattern of benefi ts derived from the leased property.

REFRESH GROUP LIMITED and its controlled entities 19

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

(p) Revenue

Revenue is recognised to the extent that it is probable that the economic benefi ts will fl ow to the Group and the revenue can be reliably measured. The following specifi c recognition criteria must also be met before revenue is recognised:

Sale of goods

Revenue is recognised when the signifi cant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of delivery of the goods to the customer.

(q) Income tax

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for the fi nancial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

  • except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profi t nor taxable profi t or loss; and

  • in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profi t will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised:

  • except where the deferred income tax asset relating to the deductible temporary differences arises from the initial

  • recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profi t nor taxable profi t or loss; and

  • in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profi t will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that suffi cient taxable profi t will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.

(r) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

  • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

20 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007

(s) Adjustments to Appendix 4E

The results of the Company for the year ended 30 June 2007 differed from those announced in the unaudited Preliminary Final Report (Appendix 4E) made to the Australian Securities Exchange as follows:

Net Assets Audited
Financial
Statements
$ Preliminary
Final
Report
$
4,063,338
3,930,945

The change in the above results was due to decrease in deferred tax by $132,393 with the recognition of tax losses.

3 SEGMENT INFORMATION

In 2007 the Group only operated in one business segment being the processing and sale of purifi ed water, and one geographical segment being Australia.

4 REVENUE AND EXPENSES

(a)
Revenue
Sale of bottled water and accessories
(b) Other income
Rent received
Interest received
Gain/(losses) on disposal of property, plant and equipment
Sundry income
(b) Finance costs
Bank loans and overdrafts
Finance charges payable under f nance leases and hire
purchase contracts
Total f nance costs (on historical cost basis)
(c) Employee benef ts expense
Wages and Salaries
Workers’ compensation costs
Superannuation costs
Provisions for Annual and Long Service Leave
Expense of share-based payments
CONSOLIDATED
PARENT
2007
2006
2007
2006
4,106,600
3,396,734
-
-
4,106,600
3,396,734
-
-
-
9,950
100,512
96,000
30,970
42,515
302,554
277,945
(5,579)
16,949
-
-
-
9,380
-
4,558
25,391
78,794
403,066
378,503
-
-
67,631
62,266
57,960
50,465
18,638
21,298
-
-
86,269
83,564
57,960
50,465
1,679,042
1,307,851
171,659
27,610
48,396
44,868
-
-
195,638
127,111
24,205
1,907
3,754
36,513
16,271
-
33,630
81,128
33,630
81,128
1,960,460
1,597,471
245,765
110,645

REFRESH GROUP LIMITED and its controlled entities 21

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

5 INCOME TAX

Major components of income tax expense for the years ended
30 June 2007 and 2006 are:
Income statement
Current Income
Current income tax charge
Adjustments in respect of current income tax of previous years
Deferred income tax
Relating to origination and reversal of temporary differences
Income tax expense (benef t) reported in income statement
Statement of changes in equity
Current Income tax
Current income tax on exchange difference on loan
Deferred Income tax
Revaluation of land and buildings
Capitalising fund raising costs
Income tax expense reported in equity
A reconciliation of income tax expense (benef t) applicable to
accounting prof t before income tax at the statutory income tax
rate to income tax expense at the company’s effective income tax
rate for the years ended 30 June 2007 and 2006 is as follows:
Accounting prof t (loss) before tax from continuing operations
Loss before tax from discontinued operations
Accounting prof t (loss) before income tax
At the statutory income tax rate of 30% (2006: 30%)
Adjustments in respect of current income tax of previous years
Non-deductible expenses
Adjustments in respect of deferred income tax of
previous years
At effective income tax rate of –0.5% (Parent: –1.1%)
(2006: Consolidated 47.9%, Parent 254%)
Income tax expense reported in income statement
Income tax attributable to discontinued operation
CONSOLIDATED
2007
2006
CONSOLIDATED
2007
2006
PARENT
2007
2006
PARENT
2007
2006
-
111,081
(103,863)
(101,509)
-
(104,763)
-
101,949
(92,623)
(101,509)
-
(4,660)
7,218 (206,272) 9,326 (106,169)
-
80,376
7,449
-
120,001
(94,129)
-
80,376
7,449
-
-
(94,129)
87,825 25,872 87,825 (94,129)
(1,461,653)
-
(430,855)
-
(863,085)
-
41,844
-
(1,461,653) (430,855) (863,085) 41,844
(438,496)
111,081
21,810
312,823
(129,257)
-
56,984
(134,000)
(258,926)
101,949
10,090
156,213
12,553
-
46,185
(164,907)
7,218 (206,272) 9,326 (106,169)
7,218
-
(206,272)
-
9,326
-
(106,169)
-
7,218 (206,272) 9,326 (106,169)

22 REFRESH GROUP LIMITED and its controlled entities

FOR THE YEAR ENDED 30 JUNE 2007

NOTES TO THE FINANCIAL STATEMENTS

5 INCOME TAX (cont)

INCOME TAX (cont)
Recognised deferred tax assets
and liabilities
Deferred tax assets and liabilities are
attributable to the following:
CONSOLIDATED
Accrued expenses
Employee entitlement provisions
Other provisions
Capitalising fund raising costs
Sundry capitalised expenses written off
Property, plant and equipment
Tax losses
Tax (assets) liabilities
Set off tax
Net tax (assets) liabilities
ASSETS
2007
2006
LIABILITIES
2007
2006
NET
2007
2006
(11,799)
(28,285)
(8,850)
(86,680)
(2,188)
-
(455,240)
(20,408)
(27,159)
(17,400)
(94,129)
(2,606)
-
(101,509)
-
-
-
-
-
601,700
-
-
-
-
-
-
287,907
-
(11,799)
(28,285)
(8,850)
(86,680)
(2,188)
601,700
(455,240)
(20,408)
(27,159)
(17,400)
(94,129)
(2,606)
287,907
(101,509)
(593,042)
593,042
(263,211)
263,211
601,700
(593,042)
287,907
(263,211)
8,658
-
24,696
-
- - 8,658 24,696 8,658 24,696
Movement in temporary differences
during the year
Accrued expenses
Employee entitlement provisions
Other provisions
Capitalising fund raising costs
Sundry capitalised expenses written off
Property, plant and equipment
Tax losses
Balance
1 July 2005
Recognised in
Income
Recognised in
Equity
Balance
30 June 2006
(15,134)
(5,274)
-
(20,408)
(19,718)
(7,441)
-
(27,159)
-
(17,400)
-
(17,400)
-
-
(94,129)
(94,129)
-
(2,606)
-
(2,606)
138,439
29,467
120,001
287,907
-
(101,509)
-
(101,509)
103,587
(104,763)
25,872
24,696
Movement in temporary differences
during the year
Accrued expenses
Employee entitlement provisions
Other provisions
Capitalising fund raising costs
Sundry capitalised expenses written off
Property, plant and equipment
Tax losses
Balance
1 July 2006
Recognised in
Income
Recognised in
Equity
Balance
30 June 2007
(20,408)
8,609
-
(11,799)
(27,159)
(1,126)
-
(28,285)
(17,400)
8,550
-
(8,850)
(94,129)
-
7,449
(86,680)
(2,606)
418
-
(2,188)
287,907
233,417
80,376
601,700
(101,509)
(353,731)
-
(455,240)
24,696
(103,863)
87,825
8,658

REFRESH GROUP LIMITED and its controlled entities 23

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

5 INCOME TAX (cont)

NCOME TAX (cont)
Recognised deferred tax assets
and liabilities
Deferred t
ax assets and liabilities are
attributable to the following:
PARENT
Accrued expenses
Employee entitlement provisions
Other provisions
Capitalising fund raising costs
Sundry capitalised expenses written off
Property, plant and equipment
Tax losses
Tax (assets) liabilities
Set off tax
Net tax (assets) liabilities
ASSETS
2007
2006
LIABILITIES
2007
2006
NET
2007
2006
(346)
(4,880)
(8,850)
(86,680)
(2,188)
-
(390,986)
(12,900)
(17,400)
-
(94,129)
(2,606)
-
(101,509)
-
-
-
-
-
493,930
-
-
-
-
-
-
233,342
-
(346)
(4,880)
(8,850)
(86,680)
(2,188)
493,930
(390,986)
(12,900)
(17,400)
-
(94,129)
(2,606)
233,342
(101,509)
(493,930)
493,930
(228,544)
228,544
493,930
(493,930)
233,342
(228,544)
-
-
4,798
-
- - - 4,798 - 4,798
Movement in temporary differences
during the year
Accrued expenses
Employee entitlement provisions
Other provisions
Capitalising fund raising costs
Sundry capitalised expenses written off
Property, plant and equipment
Tax losses
Balance
1 July 2005
Recognised in
Income
Recognised in
Equity
Balance
30 June 2006
(15,134)
2,234
-
(12,900)
(19,718)
2,318
-
(17,400)
-
-
-
-
-
-
(94,129)
(94,129)
-
(2,606)
-
(2,606)
138,439
94,903
-
233,342
-
(101,509)
-
(101,509)
103,587
(4,660)
(94,129)
4,798
Movement in temporary differences
during the year
Accrued expenses
Employee entitlement provisions
Other provisions
Capitalising fund raising costs
Sundry capitalised expenses written off
Property, plant and equipment
Tax losses
Balance
1 July 2006
Recognised in
Income
Recognised in
Equity
Balance
30 June 2007
(12,900)
12,554
-
(346)
(17,400)
12,520
-
(4,880)
-
(8,850)
-
(8,850)
(94,129)
-
7,449
(86,680)
(2,606)
418
-
(2,188)
233,342
180,212
80,376
493,930
(101,509)
(289,477)
-
(390,986)
4,798
(92,623)
87,825
-

24 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

5 INCOME TAX (cont)

Unrecognised deferred tax assets
Deferred tax assets have not been recognised
in respect of the following items:
Tax losses
CONSOLIDATED
2007
2006
CONSOLIDATED
2007
2006
PARENT
2007
2006
PARENT
2007
2006
36,857 - 12,450 -

Deferred tax assets have not been recognised in respect of this item because it is not probable that future profi t will be available against which the company can utilise this benefi t.

Tax consolidation

Refresh Group Limited and its 100% owned subsidiaries are a tax consolidated group. Members of the Group intend to enter into a tax sharing arrangement in order to allocate income tax expense to the wholly owned subsidiaries on a pro-rata basis. In addition the agreement will provide for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. At the balance date, the possibility of default is remote. The head entity of the tax consolidated group is Refresh Group Limited.

6 EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing net profi t of the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profi t attributable to ordinary shareholders (after deducting interest on the convertible redeemable preference shares) by the weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options and dilutive convertible non-cumulative redeemable preference shares).

The following refl ects the income and share data used in the total operations basic and diluted earnings per share computations:

Loss attributable to equity holders of the parent
Weighted average number of ordinary shares for basic earnings per share
Basic earnings/(loss) per share (cents per share)
CONSOLIDATED
2007
2006
(1,253,201)
(224,583)
43,628,433
32,491,425
(2.87)
(0.69)

There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and before the completion of these fi nancial statements.

7 DIVIDENDS PAID AND PROPOSED

No dividend has been paid or declared for the year ended 30 June 2007. No dividend was paid in the prior year.

REFRESH GROUP LIMITED and its controlled entities 25

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

8 CASH AND CASH EQUIVALENTS

Cash at bank and in hand
Cash at bank and in hand earns interest at f oating rates
based on daily bank rates.
Reconciliation of cash
For the purposes of the Cash Flow Statement, cash and cash
equivalents comprise the following at 30 June:
Cash at bank and in hand
Short-term deposits
Reconciliation from the net prof t after tax to the net cash
f ows from operations
Net Prof t/(Loss)
Adjustments for:
Depreciation
Specif c provision for doubtful debts
Investment in associates written off
Loan to related parties written off
Net (prof t)/loss on disposal of property, plant and equipment
Share of associatesnet (prof ts) and losses
Interest received
Diminution of investments
Employee shares/options expensed
Changes in assets and liabilities
(increase)/decrease in inventories
(increase)/decrease in trade and other receivables
(decrease)/increase in deferred income tax liabilities
(decrease)/increase in tax provision
(decrease)/increase in trade and other payables
(decrease)/increase in provisions
Net cash from operating activities
CONSOLIDATED
2007
2006
CONSOLIDATED
2007
2006
CONSOLIDATED
2007
2006
PARENT
2007
2006
PARENT
2007
2006
435,507 1,462,633 295,836 1,300,184
435,507 1,462,633 295,836 1,300,184
435,507
-
462,633
1,000,000
295,836
-
300,184
1,000,000
435,507 1,462,633 295,836 1,300,184
(1,253,201)
157,780
9,730
151,036
112,140
5,579
35,062
-
-
33,630
128,321
46,318
(103,861)
76,633
53,268
(24,745)
(224,583)
89,407
-
-
-
(16,948)
64,822
-
21,400
81,128
(246,748)
119,310
(78,891)
(131,067)
75,245
102,804
(665,872)
843
-
368,790
112,140
-
-
(275,370)
-
33,630
-
67,281
(92,623)
75,599
10,478
(12,230)
212,835
-
-
-
-
-
-
237,441
21,400
81,128
-
(216,834)
(204,958)
(131,067)
(180,636)
12,275
(572,310) (144,121) (377,334) (168,416)

26 REFRESH GROUP LIMITED and its controlled entities

FOR THE YEAR ENDED 30 JUNE 2007

NOTES TO THE FINANCIAL STATEMENTS

9 TRADE AND OTHER RECEIVABLES (CURRENT)

Trade receivables
Specif c provision for doubtful debts
Other receivables
Non Trade receivables: Due from other than related party
Prepayments
10 INVENTORIES (CURRENT)
Raw materials (at cost)
Finished goods (at cost)
Total inventories at lower of cost and net realisable value
11 RECEIVABLES (NON-CURRENT)
Loans to related parties
Other receivables
Loans to related parties are interest bearing and carry an
interest rate of 7.3% p.a.
12 OTHER FINANCIAL ASSETS (NON-CURRENT)
Shares in subsidiaries
Other unlisted securities
CONSOLIDATED
PARENT
2007
2006
2007
2006
321,070
310,340
-
400
9,730
-
-
-
311,340
310,340
-
400
160,519
260,079
50,835
121,793
-
-
-
-
67,137
14,731
4,077
-
538,996
585,150
54,912
122,193
199,567
299,261
-
-
198,463
205,139
-
-
398,030
504,400
-
-
-
-
4,097,557
2,875,671
1,227
27,205
-
-
1,227
27,205
4,097,557
2,875,671
-
-
2
2
26,000
26,990
23,000
23,000
26,000
26,990
23,002
23,002

REFRESH GROUP LIMITED and its controlled entities 27

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

13 INVESTMENT IN ASSOCIATES

Relish Australia Pty Ltd
Balance 1 July 2005
Share of losses (2006)
Balance 30 June 2006
Additional investment
Investment written off
Balance 30 June 2007
Restock Distributors Pty Ltd
Balance 1 July 2005
Share of losses (2006)
Balance 30 June 2006
Share of losses (2007)
Balance 30 June 2007
Relish Australia Pty Ltd
Restock Distributors Pty Ltd
CONSOLIDATED CONSOLIDATED
117,928
(62,682)
55,246
95,790
151,036
(151,036)
-
CONSOLIDATED
123,782
(2,140)
121,642
(35,062)
86,580
CONSOLIDATED
2007
2006
-
55,246
86,580
121,642
86,580
176,888

Refresh Group Ltd has a 49.9% interest in Relish Australia Pty Ltd, which is involved in the production of pickles and sauces in Australia. Relish Australia Pty Ltd is a small proprietary company incorporated in Australia that is not listed on any public exchange and therefore there is no published quotation price for the fair value of this investment. The directors of Relish decided to close down the operation of Relish in August 2007 and therefore, the remaining balance of the investment in Relish has been written off for the year ending 30 June 2007.

Refresh Group Ltd has a 49.9% interest in Restock Distributors Pty Ltd, which is involved in the distribution of oil and food products in Australia. Restock Distributors Pty Ltd is a small proprietary company incorporated in Australia that is not listed on any public exchange and therefore there is no published quotation price for the fair value of this investment.

The reporting date of Relish Australia Pty Ltd and Restock Distributors Pty Ltd is the same as Refresh Group Ltd.

The following table illustrates summarised information of investments in associates:

Share of associates balance sheet:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net Assets
Share of associatesrevenue and prof t:
Revenue
Loss before income tax
Income Tax
Loss after income tax
CONSOLIDATED
2007
2006
212,142
266,861
7,581
169,943
136,069
113,080
-
146,796
83,654
176,928
704,974
992,242
35,062
64,822
-
-
35,062
64,822

28 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

14 PROPERTY, PLANT AND EQUIPMENT

Year ended 30 June 2007
At 1 July 2006
Net of accumulated depreciation
Additions
Disposals
Revaluations
Depreciation charge for the year
At 30 June 2007
Net of accumulated depreciation
At 1 July 2006
Cost or fair value
Accumulated depreciation and
impairment
Net carrying amount
At 30 June 2007
Cost or fair value
Accumulated depreciation and
impairment
Net carrying amount
CONSOLIDATED
PARENT
Land and
buildings
Plant and
equipment
Total
Land and
buildings
Plant and
equipment
CONSOLIDATED
PARENT
Land and
buildings
Plant and
equipment
Total
Land and
buildings
Plant and
equipment
Total
1,400,000
1,542,889
-
560,618
-
(48,496)
250,000
-
(157,780)
2,942,889
1,400,000
-
560,618
-
3,732
(48,496)
-
-
250,000
250,000
-
(157,780)
-
(843)
1,400,000
3,732
-
250,000
(843)
1,650,000
1,897,231
3,547,231
1,650,000
2,889
1,652,889
1,400,000
2,291,422
-
(748,533)
3,691,422
1,400,000
-
(748,533)
-
-
1,400,000
-
1,400,000
1,542,889
2,942,889
1400,000
-
1,400,000
1,650,000
2,803,544
-
(906,313)
4,453,544
1,650,000
3,732
(906,313)
-
(843)
1,653,732
(843)
1,650,000
1,897,231
3,547,231
1,650,000
(2,889)
1,652,889

Revaluations

An independent valuation for the land and buildings was obtained to determine fair value which was determined by reference to an open market basis, being the amount for which the assets could be exchanged between a knowledge willing buyer and a knowledgeable willing seller in an arm’s length transaction at the valuation date.

The Group engaged Christie Whyte Moore, a licensed property valuer, to fair value its land and buildings. The land and buildings were assessed to have a fair value of $1,650,000 as a result of a valuation undertaken on 26 April 2007.

Any revaluation surplus is credited to the asset revaluation reserve included in the equity section of the balance sheet. Any revaluation defi cit directly offsetting a previous surplus in the same asset is directly offset against the surplus in the asset revaluation reserve, otherwise it is charged to the net profi t or loss. The effective date of the revaluation was 30 June 2007.

If land and buildings were measured using the cost model the carrying amounts would be as follows:

Cost CONSOLIDATED
PARENT
2007
2006
2007
2006
703,596
703,596
703,596
703,596

The carrying value of plant and equipment held under fi nance leases and hire purchase contracts at 30 June 2007 is $434,949 (2006: $465,990). Leased assets and assets under hire purchase contracts are pledged as security for the related fi nance lease and hire purchase liabilities.

Land and buildings with a carrying amount of $1,650,000 (2006: $1,400,000) are subject to a fi rst charge to secure the Group’s bank loan (note 18).

REFRESH GROUP LIMITED and its controlled entities 29

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

14 PROPERTY, PLANT AND EQUIPMENT (cont)

Year ended 30 June 2006
At 1 July 2005
Net of accumulated depreciation
Additions
Disposals
Revaluations
Acquisition of subsidiary
Depreciation charge for the year
At 30 June 2006
Net of accumulated depreciation
At 1 July 2005
Cost of fair value
Accumulated depreciation and
impairment
Net carrying amount
At 30 June 2006
Cost of fair value
Accumulated depreciation and
impairment
Net carrying amount
CONSOLIDATED
Land and
buildings
Plant and
equipment
Total
CONSOLIDATED
Land and
buildings
Plant and
equipment
Total
CONSOLIDATED
Land and
buildings
Plant and
equipment
Total
Land and
buildings
PARENT
Plant and
equipment
Total
1,000,000
-
-
400,000
-
-
941,145
596,098
(17,967)
113,020
(89,407)
1,941,145
596,098
(17,967)
400,000
113,020
(89,407)
1,000,000
-
400,000
-
-
-
-
-
-
-
1,000,000
-
400,000
-
-
1,400,000 1,542,889 2,942,889 1,400,000 - 1,400,000
1,000,000
-
1,532.498
(591,353)
2,532,498
(591,353)
1,000,000
-
-
-
1,000,000
-
1,000,000 941,145 1,941,145 1,000,000 - 1,000,000
1,400,000
-
2,291,422
(748,533)
3,691,422
(748,533)
1,400,00
-
-
-
1,400,000
-
1,400,000 1,542,889 2,942,889 1,400,000 - 1,400,000

15 INTANGIBLE ASSETS

Year ended 30 June 2007
At 1 July 2006
Net of accumulated amortisation
Additions
Amortisation
At 30 June 2007
Net of accumulated amortisation
CONSOLIDATED
Trademarks
Goodwill
Total
3,000
400,202
403,202
-
140,572
140,572
-
-
-
3,000
540,774
543,774

Trademarks relate to registered trademarks which have been purchased during business combinations.

The useful lives of these intangible assets were estimated as indefi nite and the cost method was utilised for their measurement.

As at 30 June 2007, these assets were tested for impairment (see note 25).

No impairment loss was charged for continuing operations in the 2007 fi nancial year.

30 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

16 EMPLOYEE BENEFITS

Directors and Executives Option Scheme

On 31 October 2005, the shareholders of Refresh Group Ltd resolved to approve the creation of the Directors and Executives Option Scheme (“DEOS”).

Under the DEOS, all directors and executives of Refresh Group Ltd are eligible to be issued with options to acquire unissued ordinary fully paid shares in Refresh Group Ltd. The options will be issued for no consideration. The options have an exercise period of one year.

The directors and executives who have been granted options are:

Name
Henry Heng (Director)
Edmund Teo (Director)
Murray Smith (Director)
Mary Ang
Djuanda Hadi
John Humphreys
Ju Nien Ho
Huei Jin Ho
Samuel Jacob
Thiam Hee Neo
Mark Scott
Ian Theseira
Total
Number of
Options
150,000
120,000
120,000
120,000
100,000
100,000
75,000
75,000
75,000
75,000
75,000
75,000
1,140,000

The exercise price of the options to be granted upon listing will be $0.15 per share.

The directors intend to offer options every 12 months, subject of shareholder approval where necessary. The number of options offered will be determined by the directors. However no options will be issued if the total number of shares to be issued if all options were to be exercised would exceed 5% of the total number of shares on issue at the date of any invitation to apply for options under the DEOS.

The above is a summary of the DEOS. A copy of the DEOS rules is available for inspection at the Head Offi ce of Refresh Group Ltd.

The fair value at grant date is determined using the Black-Scholes pricing model. The following table gives the assumptions made in determining the fair value of the options granted in the year to 30 June 2007.

Expected volatility (%)
Risk-free interest rate (%)
Expected life of option (years)
Option exercise price ($)
Share price at grant date ($)
2007
2006
44.3%
56.0%
5.25%
5.9%
1
1
$0.15
$0.20
$0.15
$0.20

The expected volatility refl ects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

During the year ended 30 June 2007, no options were exercised over ordinary shares.

REFRESH GROUP LIMITED and its controlled entities 31

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

16 EMPLOYEE BENEFITS (cont)

Directors and Executives Option Scheme (cont)

The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of share options issued under the DEOS

under the DEOS
Outstanding at the beginning of the year
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at the end of the year
2007
2006
2007
2006
No.
WAEP
No.
WAEP
970,000
194,000
-
-
1,140,000
171,000
970,000
194,000
-
-
-
-
-
-
-
-
(970,000)
(194,000)
-
-
1,140,000
171,000
970,000
194,000

The outstanding balance as at 30 June 2007 is represented by:

  • 1,140,000 options over ordinary shares with an exercise price of $0.15 each, exercisable upon meeting the above conditions and until 28 March 2008;

The weighted average contractual life for the share options outstanding as at 30 June 2007 is 1 year (2006: 1 year).

Employee Share Scheme

On 31 October 2005, the shareholders of Refresh Group Ltd approved the creation of an Employee Share Scheme (“ESS”).

The purpose of the ESS is to reward current and future employees of the Group in a way which gives the employees an opportunity to share in the future growth and profi tability of Refresh Group Ltd.

Employees were eligible for a loan from the company in order to fi nance the purchase of shares. The loan is an interest-free loan with a maximum term of two years. Repayments are being made through deductions from the employee’s salary.

The Directors of Refresh Group Ltd invited employees to participate in the ESS based on factors such as their length of service, grade or position in Refresh Group Ltd. New employees will be eligible to join the ESS after one year’s continuous service.

Should an employee leave his or her employment without having fully repaid the loan, Refresh may sell that employee’s shares and apply the proceeds to the cost of the sale and the repayment of the loan. The balance (if any) will be returned to the employee. There are mechanics in place to ensure that shares acquired pursuant to a loan from Refresh Group Ltd are not transferred until the loan has been repaid.

The above is a summary of the terms of the ESS. A copy of the ESS rules is available for inspection at the Head Offi ce of Refresh Group Ltd.

32 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

17 TRADE AND OTHER PAYABLES (CURRENT)

Trade payables
Other payables
Related party payables:
Other related parties
CONSOLIDATED
PARENT
2007
2006
2007
2006
212,118
176,016
16,544
7,730
116,216
99,050
13,119
11,455
328,334
275,066
29,663
19,185
-
-
-
-
328,334
275,066
29,663
19,185

Trade payables are non-interest bearing and are normally settled on 60-day terms. Other payables are non-interest bearing and have an average term of 3 months.

18 INTEREST-BEARING LOANS AND BORROWINGS

Current
Obligations under f nance leases
and hire purchase contracts
(note 24)
Bank loan
Non-current
Obligations under f nance leases
and hire purchase contracts
(note 24)
Bank loan
Effective
interest
rate %
Maturity
CONSOLIDATED
PARENT
2007
2006
2007
2006
7.5%
> 1 year
6.66%
> 1 year
7.5%
1 – 5 years
6.66%
10 years
106,296
114,899
-
-
84,700
-
84,700
-
190,996
114,899
84,700
-
98,901
205,197
-
-
762,300
417,281
762,300
417,281
861,201
622,478
762,300
417,281

Bank loan

The bank loan is secured by a fi xed charge over the land and buildings of the group.

REFRESH GROUP LIMITED and its controlled entities 33

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

18 INTEREST-BEARING LOANS AND BORROWINGS (cont)

Finance facilities available
At reporting date, the following f nancing facilities had been
negotiated and were available:
Total facilities:
- Bank overdraft
- Bank loans
Facilities used at reporting date
- Bank overdraft
- Bank loans
Facilities unused at reporting date
- Bank overdraft
- Bank loans
CONSOLIDATED
PARENT
2007
2006
2007
2006
289,000
250,000
289,000
-
847,000
417,281
847,000
417,281
-
-
-
-
847,000
417,281
847,000
417,281
289,000
250,000
289,000
-
-
-
-
-

19 PROVISIONS

Current 2007
Non-current 2007
Current 2006
Non-current 2006
Audit Fee
Accounting
Fee
Annual
Leave
Long
Service
Leave
Total
29,500
-
62,244
-
91,744
-
-
-
32,040
32,039
29,500
-
62,244
32,040
123,783
33,000
25,000
56,933
-
114,933
-
-
-
33,596
33,596
33,000
25,000
56,933
33,596
148,529

34 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

20 ISSUED CAPITAL AND RESERVES

Ordinary Shares
Issued and fully paid
Movement in ordinary shares
At 1 July 2005
Reconstruction of share capital 19.95
Shares for every 1 share held
Conversion of convertible loan 1/11/05
Issued Capital (Drink-pure) 1/11/05
Issued Capital-employee share scheme 23/3/06
Issued Capital-f oat 23/3/06
At 1 July 2006
Issue shares to acquire Hydr8 on 15/12/06
Issue shares to acquire f xture & f ttings
At 30 June 2007
CONSOLIDATED
PARENT
2007
2006
2007
2006
5,055,070
4,933,070
5,055,070
4,933,070
No
$ 1,368,455
1,762,070
26,031,545
18,000
100,000
20,000
2,500,000
500,000
1,000,000
160,000
12,365,000
2,473,000
43,365,000
4,933,070
400,000
72,000
294,118
50,000
44,059,118
5,055,070

The Company has a share option scheme under which options to subscribe for the Company’s shares have been granted to certain executives. (refer note 16)

As at 30 June 2007, $64,871 had been repaid by staff in relation to the Employee Share Scheme.

Details of the balance of and movements in reserves can be found in the statement of changes in equity.

Nature and purpose of reserves

Asset revaluation reserve

The asset revaluation reserve is used to record increments and decrements in the fair value of land and buildings to the extent that they offset one another. The reserve can only be used to pay dividends in limited circumstances.

The employee share option and share plan reserve is used to record the value of equity benefi ts provided to employees and directors as part of their remuneration. Refer to note 16 for further details of these plans.

REFRESH GROUP LIMITED and its controlled entities 35

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

21 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s principal fi nancial instruments, comprise bank loans, fi nance leases and hire purchase contracts, cash and short-term deposits.

The main purpose of these fi nancial instruments is to raise fi nance for the Group’s operations.

The Group has various other fi nancial instruments such as trade debtors and trade creditors, which arise directly from its operations.

The main risks arising from the Group’s fi nancial instruments are interest rate risks. The board reviews and agrees on policies for managing risks and they are summarised below.

Interest rate risk

The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s long-term debt obligations.

The Group’s policy is to manage its interest cost using a mix of fi xed and variable rate debt.

The Group’s policy is to keep between 25% and 55% of its borrowings at fi xed rates of interest.

Credit risk

The Group trades only with recognised, creditworthy third parties.

It is the Group policy that all customers who wish to trade on credit terms are subject to credit verifi cation procedures.

In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not signifi cant.

36 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007

22 FINANCIAL INSTRUMENTS

Fair values

The carrying amount of fi nancial assets and fi nancial liabilities recorded in the fi nancial statements approximates their net fair values. The net fair values of fi nancial assets and liabilities are determined as follows:

  • The net fair value of fi nancial assets and fi nancial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices; and

  • The net fair value of other fi nancial assets and fi nancial liabilities are determined in accordance with generally accepted pricing models based on discounted cash fl ow theory.

Interest rate risk

The following table sets out the carrying amount, by maturity, of the fi nancial instruments that are exposed to interest rate risk:

Year ended 30 June 2007
CONSOLIDATED
Financial Assets
Cash assets
Receivables
Other f nancial assets
Financial Liabilities
Trade payables
Bank overdraft
Hire purchase liability
Bank loans
PARENT
Financial Assets
Cash assets
Receivables
Other f nancial assets
Financial Liabilities
Trade payables
Bank loans
Floating
Interests
Rate
Fixed Interest Rate Maturity
< 1 year
1 to 5
years
> 5 years
Non-
Interest
Bearing
Total
1%
435,507
-
-
-
435,507
-
-
-
-
540,223
540,223
-
-
-
-
26,000
26,000
-
435,507
-
-
566,223
1,001,730
-
-
-
-
328,334
328,334
-
-
-
-
-
-
7.5%
106,296
98,901
-
-
205,197
6.66%
84,700
762,300
-
-
847,000
-
190,996
861,201
-
328,334
1,380,531
1%
295,836
-
-
-
295,836
7.3%
4,097,557
-
-
54,912
4,152,469
-
-
-
-
23,002
23,002
-
4,393,393
-
-
77,914
4,471,307
-
-
-
-
29,663
29,663
6.66%
84,700
762,300
-
-
762,300
-
84,700
762,300
-
29,663
791,963

REFRESH GROUP LIMITED and its controlled entities 37

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

22 FINANCIAL INSTRUMENTS (cont)

Year ended 30 June 2006
CONSOLIDATED
Financial Assets
Cash assets
Receivables
Other f nancial assets
Financial Liabilities
Trade payables
Bank overdraft
Hire purchase liability
Bank loans
PARENT
Financial Assets
Cash assets
Receivables
Other f nancial assets
Financial Liabilities
Trade payables
Bank loans
Floating
Interests
Rate
Fixed Interest Rate Maturity
< 1 year
1 to 5
years
> 5 years
Non-
Interest
Bearing
Total
1%
1,462,633
-
-
-
1,462,633
-
-
-
-
612,355
612,355
-
-
-
-
26,990
26,990
-
1,462,633
-
-
639,345
2,101,978
-
-
-
-
275,066
275,066
-
-
-
-
-
-
7.5%
114,899
205,197
-
-
320,096
7.4%
-
417,281
-
-
417,281
-
114,899
622,478
-
275,066
1,012,443
1%
1,300,184
-
-
-
1,300,184
9%
2,875,671
-
-
122,193
2,997,864
-
-
-
-
23,002
23,002
-
4,175,855
-
-
145,195
4,321,050
-
-
-
-
19,185
19,185
7.4%
-
417,281
-
-
417,281
-
-
417,281
-
19,185
436,466

23 BUSINESS COMBINATION

Acquisition of Hydr8 Custom Labelled Bottled Water

In December 2006, Refresh acquired Hydr8 Custom Labelled Bottled Water business based in Melbourne. Their business was marketing as a customised and tailored product. This acquisition will increase the company’s market share in the customised labelled Bottled Water market.

Consideration for the purchase was $70,000 in cash and 400,000 ordinary shares in Refresh Group Limited based on market price at 18 cents each.

Plant and equipment
Goodwill arising on acquisition
Consideration:
Shares issued, at fair value
Cash paid
Total consideration
Recognised on
acquisition
1,428
140,572
142,000
72,000
70,000
142,000

38 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007

24 COMMITMENTS AND CONTINGENCIES

Operating lease commitments - Group as lessee

The Group has entered into commercial leases where it is not in the best interest of the Group to purchase these assets.

Kalgoorlie
Melbourne
Sydney
Toowoomba
EXPIRY
TERM
21/12/08
2 + 2 years
16/02/09
taken up 2-year option
31/08/08
taken up 2-year option
31/03/09
3 + 3 years

Renewal terms are included in the contracts. Renewals are at the option of the specifi c entity that holds the lease.

There are no restrictions placed upon the lessee by entering into these leases.

Future minimum rentals payable under non-cancellable operating leases as at 30 June are as follows:

Within one year
After one year but not more than f ve years
CONSOLIDATED
PARENT
2007
2006
2007
2006
172,680
245,951
-
-
65,894
182,577
-
-
238,574
428,528
-
-

Finance lease and hire purchase commitments

The Group has fi nance leases and hire purchase contracts for various items of plant and machinery, these leases have no terms of renewal or purchase options and escalation clauses.

Future minimum lease payments under fi nance leases and hire purchase contracts together with the present value of the net minimum lease payments areas follows:

the net minimum lease payments areas follows:
CONSOLIDATED
Within one year
After one year but not more than f ve years
Total minimum lease payments
Less amounts representing f nance charges
Present value of minimum lease payments
2007
2006
Minimum payments
Minimum payments
117,468
134,128
107,054
224,671
224,522
358,799
(20,806)
(38,703)
203,716
320,096

Other commitments

The Group has a capital purchase commitment for a distiller amounting to $29,907, payable to ForeverWater within the next one year.

REFRESH GROUP LIMITED and its controlled entities 39

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

25 IMPAIRMENT TESTING OF INDEFINITE LIVED GOODWILL AND TRADEMARKS

Goodwill acquired through business combinations has been allocated to one individual cash generating unit for impairment testing as follows:

Refresh Waters Queensland cash-generating unit

The recoverable amount of the Toowoomba has been determined based on a value in use calculation.

To calculate this, cash fl ow projections are based on fi nancial budgets approved by senior management covering a fi veyear period. The discount rate applied to cash fl ow projections is 10%.

The Board anticipates growth in revenues of around 12% for each of the next 5 years, with a net profi t margin of 7% for Toowoomba.

Hydr8 cash generating unit

The recoverable amount of Hydr8 has also been determined based on a value in use calculation.

The cash fl ow projections are based on fi nancial budgets approved by senior management covering a fi ve- year period. The discount rate applied to cash fl ow projections is 10%.

The Board anticipates growth in revenues of around 15% for each of the next 5 years, with a net profi t 20% for Hydr8.

We expect to achieve the projected margin through direct dealing with the customers.

Carrying amount of goodwill and trademarks.

Carrying amount of goodwill
Carrying amount of trademarks
with indef nite useful life
CONSOLIDATED
Toowoomba
Segment
Hydr8 Segments
Other Segments
Total
2007
2006
2007
2006
2007
2006
2007
2006
322,378
322,378
140,572
-
80,824
77,326
543,774
399,704
-
-
-
-
3,000
3,000
3,000
3,000

PARENT Total 2007 2006 - - Carrying amount of goodwill Carrying amount of trademarks - -

40 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007

26 RELATED PARTY DISCLOSURE

The consolidated fi nancial statements include the fi nancial statements of Refresh Group Ltd and the subsidiaries listed in the following table.

Refresh Waters Pty Ltd
Refresh Waters Queensland Pty Ltd
Country of Incorporation
% Equity interest
Investment ($)
2007
2006
2007
2006
Australia
100%
100%
2
2
Australia
100%
100%
142,188
142,188

Refresh Group Ltd is the ultimate Australian parent entity and ultimate parent of the Group.

The following table provides the total amount of transactions which have been entered into with related parties for the relevant fi nancial year (for information regarding outstanding balances at year-end, refer to note 9 and note 17):

The following table provides the total amount of transactions which have been entered into with related parties for the relevant fi nancial year (for information regarding outstanding balances at year-end, refer to note 9 and note 17):

Related party
CONSOLIDATED
Associates:
Relish Australia Pty Ltd
Restock Distributors Pty Ltd
PARENT
Associate:
Relish Australia Pty Ltd
Restock Distributors Pty Ltd
Subsidiaries:
Refresh Waters Pty Ltd
Refresh Waters Queensland Pty Ltd
Income
from
related
parties
Purchases
from
related
parties
Amount
owed by
related
parties
Amount
owed to
related
parties
2007
638
-
-
-
2006
20,000
-
-
-
2007
43,133
-
1,227
-
2006
23,126
-
8,300
-
2007
-
-
-
-
2006
20,000
-
-
-
2007
-
-
-
-
2006
23,126
-
-
-
2007
403,066
-
4,047,557
-
2006
373.945
-
2,875,671
-
2007
-
-
50,000
-
2006
-
-
-
-

Subsidiaries

A loan balance of $234,919 (2006: $72,733) exists at 30 June 2007 between Refresh Waters Pty Ltd and Refresh Waters Qld Pty Ltd.

Terms and conditions of transactions with related parties

Sales to and purchases from related parties are made in arms length transactions at both normal market prices and normal commercial terms.

Outstanding balances at year-end are unsecured and settlement occurs in cash.

There have been no guarantees provided or received for any related party receivables.

REFRESH GROUP LIMITED and its controlled entities 41

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

27 EVENTS AFTER THE BALANCE SHEET DATE

On 2 July 2007, Refresh acquired the bottled water division of Sun Shower Springs Pty Ltd. This operation will be part of Refresh Waters Queensland Pty Ltd. The consideration for the purchase was $500,000, of which $420,000 was cash consideration.

28 AUDITORS’ REMUNERATION

Amounts received or due and receivable by PKF Perth for:

an audit or review of the f nancial report of the entity and
any other entity in the consolidated entity

other services in relation to the entity and any other entity
in the consolidated entity
(a) tax compliance
(b) assurance related
• other services performed by entities controlled by the
partners of PKF Perth for:
(a) corporate advisory costs
(b) tax consulting and restructure costs
CONSOLIDATED
PARENT
2007
2006
2007
2006
$ $ $ $
29,500
33,000
29,500
33,000
33,520
10,090
33,520
10,090
5,404
62,804
5,404
62,804
-
66,018
-
66,018
-
27,075
-
27,075
68,424
198,987
68,424
198,987

29 DIRECTOR AND EXECUTIVE DISCLOSURES

(a) Details of Directors and Specifi ed Executives

(i) Directors

Mr H Heng Executive Chairman Mr E Teo Executive Director Mr M Smith Director (non-executive)

Ms M Ang Chief Financial Offi cer and Company Secretary Mr D Hadi Group Marketing Director Mr J Humphreys State Director – Queensland Mr H Ho Operations Manager - Victoria Mr M Scott Business Manager – Western Australia

(b) Remuneration of Directors and Specifi ed Executives

Due to the relatively small size of the Company, all remuneration policies and practices were decided by the full board of directors.

Remuneration of non-executive directors is determined by the board, within the maximum amount approved by shareholders from time to time. At present, the aggregate sum is fi xed at a maximum of $100,000 per annum.

42 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007

29 DIRECTOR AND EXECUTIVE DISCLOSURES (cont)

Directors
30 June 2007
Mr L Ivory
Mr H Heng
Mr E Teo
Mr M Smith
Total Remuneration:
Directors
30 June 2006
Mr L Ivory
Mr H Heng
Mr E Teo
Mr M Smith
Total Remuneration:
Directors
Specif ed Executives
30 June 2007
Ms M Ang
Mr D Hadi
Mr H Ho
Mr J Humphreys
Mr M Scott
Total Remuneration:
Specif ed Executives
30 June 2006
Mr M Keong
Mr D Hadi
Mr H Ho
Mr J Humphreys
Mr M Scott
Total Remuneration:
Specif ed Executives
PRIMARY
POST EMPLOYMENT
EQUITY
OTHER
TOTAL
Salary &
Fees
Cash
Bonus
Non
Monetary
benef ts
Superannuation
Retirement
benef ts
Options
$ $ $ $ $ $ $ $
10,000
-
-
900
-
-
-
10,900
85,210
-
1,674
7,669
-
4,425
1,346
100,324
57,802
-
1,231
5,202
-
3,540
1,616
69,391
5,450
-
-
10,900
-
3,540
-
19,890
158,462
-
2,905
24,671
-
11,505
2,962
200,505
14,231
-
-
1,281
-
6,360
-
21,872
76,904
-
-
17,696
-
5,300
1,000
100,900
58,337
-
-
5,250
-
4,240
-
67,827
5,906
-
-
9,815
-
4,240
-
19,961
155,378
-
-
34,042
-
20,140
1,000
210,560
45,695
-
-
4,113
-
2,950
-
52,758
59,004
-
431
5,310
-
2,950
1,364
69,041
57,124
-
-
4,856
-
2,213
-
64,193
29,500
-
-
36,491
-
2,950
1,000
69,941
52,401
-
476
4,716
-
2,213
-
59,806
243,724
-
889
55,486
-
13,276
2364
315,739
60,130
-
-
5,287
-
-
-
65,417
57,659
-
-
5,122
-
3,816
-
66,597
56,500
-
-
4,767
-
2,756
-
64,023
19,585
-
-
24,405
-
3,816
-
47,806
49,556
-
-
4,419
-
3,180
-
57,155
243,430
-
-
44,000
-
13,568
-
300,998

REFRESH GROUP LIMITED and its controlled entities 43

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

29 DIRECTOR AND EXECUTIVE DISCLOSURES (cont)

(c) Remuneration: Options granted and vested during the year

During the fi nancial year options were granted as equity compensation benefi ts under the Directors and Executives Option Scheme (DEOS) to certain directors and specifi ed executives as disclosed below. The options were issued free of charge. Each option entitles the holder to subscribe for one fully paid ordinary share in the entity at an exercise price of $0.15.

Directors
Mr H Heng
Mr E Teo
Mr M Smith
Specif ed Executives
Mrs M Ang
Mr D Hadi
Mr J Humphreys
Mr H Ho
Mr M Scott
Total
VESTED
GRANTED
TERMS & CONDITIONS FOR EACH GRANT
No
No
No
Value per
option at
grant date
($)
Exercise
price per
share
($)
Expiry Date
150,000
150,000
29/3/07
0.0295
0.15
28/3/08
120,000
120,000
29/3/07
0.0295
0.15
28/3/08
120,000
120,000
29/3/07
0.0295
0.15
28/3/08
100,000
100,000
29/3/07
0.0295
0.15
28/3/08
100,000
100,000
29/3/07
0.0295
0.15
28/3/08
100,000
100,000
29/3/07
0.0295
0.15
28/3/08
75,000
75,000
29/3/07
0.0295
0.15
28/3/08
75,000
75,000
29/3/07
0.0295
0.15
28/3/08
840,000
840,000

(d) Option holdings of directors and specifi ed executives

Directors
Mr L Ivory
Mr H Heng
Mr E Teo
Mr M Smith
Specif ed Executives
Ms M Ang
Mr D Hadi
Mr J Humphreys
Mr H Ho
Mr M Scott
Total
Balance
at beg of
period
01 Jul 06
Granted as
Remuneration
Options
Exercised
Net
Change
Other#
150,000
-
-
(150,000)
125,000
150,000
-
(125,000)
100,000
120,000
-
(100,000)
100,000
120,000
-
(100,000)
-
100,000
-
-
90,000
100,000
-
(90,000)
90,000
100,000
-
(90,000)
65,000
75,000
-
(65,000)
75,000
75,000
-
(75,000)
Balance
at end of
period
30 Jun 07
Not Vested
& Not
Exercisable
Vested &
Exercisable
-
-
-
150,000
-
150,000
120,000
-
120,000
120,000
-
120,000
100,000
-
100,000
100,000
-
100,000
100,000
-
100,000
75,000
-
75,000
75,000
-
75,000
795,000
840,000
-
(795,000)
840,000
-
840,000

# Options Options granted in previous year expired without any being exercised. A full list of option holders can be found at note 16 (Employee Benefi ts).

44 REFRESH GROUP LIMITED and its controlled entities

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007

29 DIRECTOR AND EXECUTIVE DISCLOSURES (cont)

(e) Shareholdings of Directors

Shares held in Refresh Group Ltd

Directors
Mr H Heng
Mr E Teo
Mr M Smith
Specif ed
Executives
Ms M Ang
Mr D Hadi
Mr J Humphreys
Mr H Ho
Mr M Scott
Total
Balance 01-Jul-06
Granted as
Remuneration
Other Net Changes*
Balance 30-June-07
Ord
Pref
Ord
Pref
Ord
Pref
Ord
Pref
9,510,379
-
-
-
64,000
-
9,574,379
-
7,489,900
-
-
-
49,000
-
7,538,900
-
25,000
-
-
-
-
-
25,000
-
-
-
-
-
25,000
-
25,000
-
3,905,050
-
-
-
69,000
-
3,974,050
-
2,035,000
-
-
-
102,000
-
2,137,000
-
35,000
-
-
-
-
-
35,000
-
29,500
-
-
-
-
-
29,500
-
23,029,829
-
-
-
309,000
-
23,338,829
-

* Other net changes relate to general sales and purchases made on the open markets.

All equity transactions with directors other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm’s length.

(f) Loans to Directors and Specifi ed Executives

Except for the approved instalment plan under its ESS, no Director or Specifi ed Executive has any loan with Refresh Group Ltd or any of its controlled entities.

REFRESH GROUP LIMITED and its controlled entities 45

DIRECTORS’ DECLARATION

In accordance with a resolution of the directors of Refresh Group Ltd, I state that:

In the opinion of the directors:

  • (a) the fi nancial statements and notes of the Company and of the consolidated entity are in accordance with the Corporations Act 2001, including:

  • (i) giving a true and fair view of the Company’s and consolidated entity’s fi nancial position as at 30 June 2007 and of their performance for the year ended on that date; and

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

  • (b) the directors have been given the declarations by the Managing Director and Chief Financial Offi cer required by Section 295A; and

  • (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

On behalf of the Board

==> picture [74 x 32] intentionally omitted <==

HENRY HENG Executive Chairman Perth, 28 September 2007

46 REFRESH GROUP LIMITED and its controlled entities

INDEPENDENT AUDIT REPORT

47

REFRESH GROUP LIMITED and its controlled entities

INDEPENDENT AUDIT REPORT

48 REFRESH GROUP LIMITED and its controlled entities

CORPORATE GOVERNANCE STATEMENT

Refresh will follow the guidelines of the ASX Corporate Governance Council as much as it can. However, as Refresh is a small company, this is not always possible. Below are reasons for recommendations that have not been followed.

  • 1.1 Formalise and disclose functions reserved to the board and those delegated to management. Satisfi ed

  • 2.1 A majority of the board should be independent directors. The board has 3 directors, 1 of whom are independent.

  • 2.2 The chairperson should be an independent director. Not satisfi ed

  • 2.3 The roles of chairperson and chief executive offi cer should not be exercised by same individual. Not satisfi ed

  • 2.4 The board should establish a nomination committee.

The board has only 3 members so the role of the nomination committee is served by the full board.

  • 2.5 The following material should be included in the corporate governance section of the annual report:

  • the skills, experience and expertise relevant to the position of director held by each director in offi ce at the date of the annual report

  • the names of the directors considered by the board to constitute independent directors and the company’s materiality thresholds

  • a statement as to whether there is a procedure agreed by the board for directors to take independent professional advice at the expense of the company

  • the term of offi ce held by each director in offi ce at the date of the annual report Satisfi ed for all above

  • the names of members of the nomination committee and their attendance at meetings of the committee See 2.4

  • 3.1 Establish a code of conduct to guide the directors, the chief executive offi cer, the chief fi nancial offi cer and any other key executives as to:

  • 3.1.1 the practices necessary to maintain confi dence in the company’s integrity

  • 3.1.2 the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

  • 3.2 Disclose the policy concerning trading in company securities by directors, offi cers and employees. Satisfi ed

  • 4.1 Require the chief executive offi cer and chief fi nancial offi cer to state in writing to the board that the

  • company’s fi nancial reports present a true and fair view, in all material respects, of the company’s fi nancial condition and operational results, and are in accordance with relevant accounting standards. Satisfi ed

  • 4.2 The board should establish an audit committee.

The board has only 3 members so the role of the audit committee is served by the full board.

  • 4.3 Structure of the audit committee so that it consists of only non-executive directors, a majority of

  • independent directors, an independent chairperson who is not the chairperson of the board and has at least three members.

The board has only 3 members so the role of the audit committee is served by the full board.

  • 4.4 The audit committee should have a formal charter. Satisfi ed

  • 4.5 The following material should be included in the corporate governance section of the annual report:

  • details and qualifi cations of those appointed to the audit committee

  • the number of meetings of the audit committee and the names of the attendees

  • The board has only 3 members so the role of the audit committee is served by the full board.

REFRESH GROUP LIMITED and its controlled entities 49

CORPORATE GOVERNANCE STATEMENT

5.1 Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure
requirements and to ensure accountability at senior management level for that compliance.
Satisf ed
6.1 Design and disclose a communications strategy to promote effective communication with shareholders and
encourage effective participation at general meetings.
Satisf ed
6.2 Request the external auditor to attend the annual general meeting and be available to answer shareholder questions
about the conduct of the audit and the content and preparation of the auditor’s report.
Satisf ed
7.1 The board or appropriate board committee should establish policies on risk oversight and management.
Satisf ed
7.2 The chief executive off cer and chief f nancial off cer should state to the board in writing that:
7.2.1 the statement given in accordance with best practice recommendation 4.1 is founded on a sound system of
risk management and internal compliance and control which implements the policies adopted by
the board
7.2.2 the company’s risk management and internal compliance and control system is operating eff ciently and
effectively in all material aspects.
Satisf ed
8.1 Disclose the process for performance evaluation of the board, its committees and individual directors, and
key executives.
Not satisf ed; pending the adoption of an evaluation process
9.1 Provide disclosure in relation to the company’s remuneration policies to enable investors to understand
(i) the costs and benef ts of those policies and
(ii) the link between remuneration paid to directors and key executives and corporate performance.
See 8.1
9.2 The board should establish a remuneration committee.
The board has only 3 members so the role of the renumeration committee is served by the full board
9.3 Clearly distinguish the structure of the non-executive directors’ remuneration from that of executives’.
Satisf ed
9.4 Ensure that payment of equity-based executive remuneration is made in accordance with thresholds set in plans
approved by shareholders.
Satisf ed
9.5 The following material should be included in the corporate governance section of the annual report:
• Disclosure of the company’s remuneration policies referred to in 9.1
• The names of the members of the remuneration committee and their attendance at meetings of the committee
The board has only 3 members so the role of the remuneration committee is served by the full board.
• The existence and terms of any schemes for retirement benef ts, other than statutory superannuation, for
non-executive directors
Satisf ed
10.1 Establish and disclose a code of conduct to guide compliance with legal and other obligations to
legitimate shareholders.
Satisf ed

50 REFRESH GROUP LIMITED and its controlled entities

SHAREHOLDER INFORMATION

Shareholder information set out below was as at 24 September 2007

DISTRIBUTION OF ORDINARY SHARES

Range of Shares
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total
Holders of less than a marketable parcel of ordinary shares
Total
Holders
1
18
224
151
37
431
27

VOTING RIGHTS ATTACHING TO ORDINARY SHARES

On a show of hands, every member present in person or by proxy shall have one vote. Upon a poll, each share shall have one vote.

ON-MARKET BUY-BACK

There is no on-market buy-back of its shares.

20 LARGEST SHAREHOLDERS - ORDINARY SHARES

Mr Henry Eng Chye Heng + Ms Sok Hwa Ngoh
Mr Edmund Soon Kin Teo + Mrs Janice Teo
Ms Inn Hoon Judy Ong
Mr Djuanda Hadi
Ms Ing Cheng Diana Ong
Mr John William Dick Humphreys & Mrs Julie Humphreys <Humphreys S/F A/C
Mr Samuel Jacob
Mr Juan Hui Goh
Mr Meng Leong Lye
Dr Chee Seng Seah
ANZ Nominesss Limited
Mr Henry Eng Chye Heng + Mr Edmund Soon Kin Teo
Mr William Ross McCorquodale
Mr Stewart Gordon Doyle
Mr Clark Andrew Beebe + Mrs Donna Lasala Beebe
Ms Soon Jong Lee
Mr Vijaya Kumar Kandappan
Miss Sherlene Heng
Mr Paul Gaynor Adams
Dr Gerry Gaviola + Dr Durga Gaviola
Total Shares Issued
%
8,818,200
19.9
6,793,900
15.3
3,607,700
8.1
3,404,550
7.7
3,234,600
7.3
2,102,000
4.7
1,063,400
2.4
1,000,000
2.3
1,000,000
2.3
940,000
2.1
500,000
1.1
404,000
0.9
400,000
0.9
302,115
0.7
270,000
0.6
270,000
0.6
259,700
0.6
252,000
0.6
250,000
0.6
250,000
0.6
35,122,165
79.2
44,361,233

REFRESH GROUP LIMITED and its controlled entities 51

SHAREHOLDER INFORMATION

SUBSTANTIAL SHAREHOLDERS - ORDINARY SHARES

Mr Henry Eng Chye Heng + Ms Sok Hwa Ngoh
Mr Edmund Soon Kin Teo + Mrs Janice Teo
Ms Inn Hoon Judy Ong
Mr Djuanda Hadi
Ms Ing Cheng Diana Ong
Shares
%
8,818,200
19.9
6,793,900
15.3
3,607,700
8.1
3,404,550
7.7
3,234,600
7.3

RESTRICTED SECURITIES - ORDINARY SHARES

Escrowed Shares expiring 29 March 2008 17,186,405 shares

52 REFRESH GROUP LIMITED and its controlled entities

CORPORATE DIRECTORY

BOARD OF DIRECTORS

Henry Heng Executive Chairman Edmund Teo Executive Director Murray Smith Non-Executive Director

COMPANY SECRETARY/CHIEF FINANCIAL OFFICER

Mary Ang

REGISTERED OFFICE AND HEAD OFFICE

17 Denninup Way Malaga WA 6090 Telephone (08) 9248 3006 Facsimile (08) 9248 7233 Email [email protected] Web Address www.refreshgroup.com.au

OTHER OPERATING LOCATIONS

New South Wales - Sydney 3 Salisbury Street Silverwater NSW 2128 Telephone (02) 9748 4200 Facsimile (02) 9748 4366 Email [email protected] Queensland - Brisbane 1/8 Shoebury Street Rocklea QLD 4106 Telephone (07) 3848 3888 Facsimile (07) 3848 3899 Email [email protected]

Victoria - Melbourne 14 Bando Road Springvale VIC 3171 Telephone (03) 9562 3877 Facsimile (03) 9562 3177 Email [email protected]

Queensland - Toowoomba 600 Boundary Street Toowoomba QLD 4350 Telephone (07) 4659 0400 Facsimile (07) 4659 0411 Email [email protected]

Western Australia - Kalgoorlie 33/46 Great Eastern Highway Kalgoorlie WA 6430 Telephone (08) 9022 2266 Facsimile (08) 9022 4468 Email: [email protected]

SOLICITORS

Wojtowicz Kelly Legal Level 2, 11 Mounts Bay Road Perth WA 6000

AUDITORS

PKF Chartered Accountants Level 7, BGC Centre 28 The Esplanade Perth WA 6000

SHARE REGISTRY

Computershare Investor Services Level 2, 45 St Georges Terrace Perth WA 6000 Tel 1300 557 010

==> picture [119 x 31] intentionally omitted <==

REFRESH GROUP LIMITED ABN 28 079 681 244

17 Denninup Way Malaga Western Australia 6090 Telephone (08) 9248 3006 Facsimile (08) 9248 7233 www.refreshgroup.com.au

Refresh Group Limited and its controlled entities