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ENECO REFRESH LTD Annual Report 2007

Sep 27, 2007

64874_rns_2007-09-27_f919f7ed-bd38-454e-8ad4-7b1d06cad0c0.pdf

Annual Report

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ANNUAL REPORT 2007

Refresh Group Limited and its controlled entities

Contents

CHAIRMAN’S REVIEW...................................................................................................................... 2 DIRECTORS’ REPORT........................................................................................................................ 3 AUDITORS’ INDEPENDENCE DECLARATION............................................................................ 10 INCOME STATEMENT ..................................................................................................................... 11 BALANCE SHEET.............................................................................................................................. 12 CASH FLOW STATEMENT .............................................................................................................. 13 STATEMENT OF CHANGES IN EQUITY ....................................................................................... 14 NOTES TO THE FINANCIAL STATEMENTS................................................................................. 16 DIRECTORS’ DECLARATION......................................................................................................... 50 INDEPENDENT AUDIT REPORT .................................................................................................... 51 CORPORATE GOVERNANCE STATEMENT……………………………………………………..53 SHAREHOLDER INFORMATION………………………………………………………………….56 CORPORATE DIRECTORY .............................................................................................................. 58

Refresh Group Ltd – Annual Report 2007

1

Chairman’s Review

Dear Shareholders

This is the first time that Refresh Group Ltd (“Refresh”) has operated for a full year as a listed company. The financial 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 profits 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 financial year - Hydr8 Custom Labelled Bottled Water , one of our principal customers. However, subsequent to the end of financial 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 significant growth in real estate values. Your Board has therefore decided to capitalise the gain in value of the Perth property and use this profit 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.

==> picture [82 x 36] intentionally omitted <==

Henry Heng Executive Chairman

Refresh Group Ltd – Annual Report 2007

2

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:

Name and Experience and special responsibilities
Appointment
Henry Heng Henry Heng is a founding director of Refresh.
MBA, ACIB, G Dip PM Henry started his career in banking and is an Associate of the Chartered Institute of Bankers,
Executive Chairman 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 Edmund Teo is a founding director of Refresh.
MAICD Edmund had a successful career in journalism between 1974 and 1995. During this period
Executive Director 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
financial section of The Straits Times. He left the newspaper as an Executive Sub-Editor 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 Certificates 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 Murray Smith is a Barrister and Solicitor who was admitted to the Bar in Western Australia in
LL B 1968.
Murray’s extensive experience includes 8 years with the Crown Law Department of Western
Independent
Non-Executive
Director
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
firms, working in all fields 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 field 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 Ltd – Annual Report 2007

3

Directors’ Report (continued)

The Company Secretary is:

Mary has more than 20 years of diverse management and consulting experience in areas of Mary Ang finance, tax and treasury, gained from her employment with multinational companies and B Acc international accounting firms including Unisys International and Ernst and Whinney. Company Secretary 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 Certified Public Accountant of the / Chief Financial Institute of Certified Public Accountants of Singapore. Officer

Appointed on 2/01/07

Gabriel Chiappini held the position of Company Secretary up to 2 January 07.

Refresh Group Ltd – Annual Report 2007

4

Directors’ Report (continued)

(a) Review of Operations

Refresh’s objective is to expand its distilled water operations across Australia and to have production and marketing facilities in all 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 office 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 office segment. Besides Neverfail, a whollyowned 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.

(b) Results of Operations

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

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

(c) Significant Changes in State of Affairs

The following significant changes in the state of affairs of the consolidated entity occurred during the financial 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.

(d) Principal Activities

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

(e) Significant after Balance Date Events

After the end of financial 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 financial year that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity, in future financial years.

5

Directors’ Report (continued)

(f) Likely Future Developments

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

(g) 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.

(h) Dividends

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

(i) Directors’ Meetings

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

Directors **Board Meetings ** **Board Meetings **
Held Attended
Leon Ivory
Henry Heng
Edmund Teo
MurraySmith
9
15
15
15
9
15
15
15

(j) 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 fixed 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 benefits 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 efficient 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

Directors’ Report (continued)

(k) Directors and Executives Disclosure

(i) Remuneration of Directors

Directors Primary
Post Employment
Equity
Other
Total
Salary &
Fees
Cash
Bonus
Non
Monetary
benefits
Superann
uation
Retirement
benefits
Options
$
$
$
$
$
$
$
$
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
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 Specified Executives

The senior management of Refresh includes:

Ms Mary Ang Chief Financial Officer 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

Primary
Post Employment
Equity
Other
Total
Salary &
Fees
Cash
Bonus
Non
Monetary
benefits
Superan
nuation
Retirement
benefits
Options
$
$
$
$
$
$
$
$
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
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
2,364
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

7

Directors’ Report (continued)

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

During the financial year, options were granted as equity compensation benefits under the Directors and Executives Option Scheme (DEOS) to all directors and certain specified 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.

Vested
Granted
Terms & Conditions for each Grant
Value per
option at
grant date
Exercise
price per
share
No.
No.
Grant
Date
($)
($)
Expiry
Date
Directors:
Mr H Heng
Mr E Teo
Mr M Smith
Specified
Executives:
Ms M Ang
Mr D Hadi
Mr J Humphreys
Mr H Ho
Mr M Scott
150,000
150,000
29/03/07
0.0295
0.15
28/03/08
120,000
120,000
29/03/07
0.0295
0.15
28/03/08
120,000
120,000
29/03/07
0.0295
0.15
28/03/08
100,000
100,000
29/03/07
0.0295
0.15
28/03/08
100,000
100,000
29/03/07
0.0295
0.15
28/03/08
100,000
100,000
29/03/07
0.0295
0.15
28/03/08
75,000
75,000
29/03/07
0.0295
0.15
28/03/08
75,000
75,000
29/03/07
0.0295
0.15
28/03/08
840,000
840,000

(iv) Shareholding of Directors and specified executives

Shares held in Refresh Group Ltd

Balance 01-Jul-06
Granted as
Remuneration
Other Net
Changes *
Balance 30-June-07
Ord
Pref
Ord
Pref
Ord
Pr
ef
Ord
_Pref _
Directors
Mr H Heng
Mr E Teo
Mr. M Smith
Specified
Executives
Ms M Ang
Mr D Hadi
Mr J Humphreys
Mr H Ho
Mr M Scott
Total
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

Directors’ Report (continued)

(l) Indemnifying Directors and Officers

The Company has taken out a Director’s and Officer’s Liability Insurance protecting directors and officers against claims resulting from management decisions.

The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify a director or officer of the Company or of any related body corporate against a liability incurred by such a director or officer.

(m) Non-audit Services

The directors are satisfied 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 satisfied 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 financial 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

(n) 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

==> picture [82 x 36] intentionally omitted <==

Henry Heng Executive Chairman PERTH, 28 September 2007

9

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AUDITOR'S INDEPENDENCE DECLARATION

As lead engagement partner for the audit of Refresh Group Limited for the year ended 30 June 2007, I declare that, to the best of my knowledge and belief, there have been:

  • (i) no contraventions of the independence requirements of the Corporations Act 2001 in relation to the audit; and

  • (ii) no contraventions of any applicable code of professional conduct in relation to the audit.

PKF Chartered Accountants

==> picture [95 x 85] intentionally omitted <==

Neil Smith Partner

Dated at Perth, Western Australia 28[th] day of September 2007

PKF is a national association of independent chartered accounting and consulting firms, each trading as PKF. PKF Australia Ltd is also a member of PKF International, an association of legally independent chartered accounting and consulting firms.

Tel: 61 8 9278 2222 | Fax: 61 8 9278 7700 | www.pkf.com.au West Australian Partnership | ABN 39 542 778 278 Level 7, BGC Centre | 28 The Esplanade | Perth | Western Australia 6000 | Australia PO Box Z5066 | St Georges Terrace | Perth | Western Australia 6831

10

Income Statement FOR THE YEAR ENDED 30 JUNE 2007

Note
Continuing Operations
Revenues from ordinary activities
4a
Change in Inventories of finished goods and
work in progress
Other income
4b
Employee benefits expense
4d
Depreciation and amortisation expense
Investment in associates written off
Loan to related parties written off
Finance costs
4c
Professional fees
Advertising expenses
Motor vehicle expenses
Occupancy expenses
Other expenses
Share of net profits/(losses) of associates
accounted for using the equity method
Net profit/(loss) From Continuing Operations
Before Income Tax
Income tax attributable to operating loss (credit)
Net profit/(loss) attributable to members of
Refresh Group Limited
Basic earnings/(loss) per share (cents per
share)
6
Diluted earnings/(loss) per share (cents per
share)
6
CONSOLIDATED
PARENT
2007
$
2006
$
2007
$
2006
$
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.

11

Balance Sheet AS AT 30 JUNE 2007

Balance Sheet
AS AT 30 JUNE 2007
Notes CONSOLIDATED
PARENT
2007
2006
2007
2006
ASSETS
Current Assets
Cash and cash equivalents
8
Trade and other receivables
9
Inventories
10
Total Current Assets
Non-Current Assets
Receivables
11
Other financial 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
435,507
1,462,633
295,836
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

Cash Flow Statement FOR THE YEAR ENDED 30 JUNE 2007

Notes CONSOLIDATED
PARENT
2007
2006
2007
2006
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Borrowing costs
Interest received
Other
Net cash flows from/(used in) operating
activities
8
Cash flows 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 financial assets
Acquisition of subsidiaries, net of cash
acquired
23
Net cash flows from/(used in) investing
activities
Cash flows from financing activities
Proceeds from issue of shares
20
Loans made to subsidiaries
Proceeds from borrowings
Share Issue expenses
Repayments of borrowings
Net cash flows from/(used in) financing
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
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)
(377,334)
(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)
(37,272)
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

13

Statement Of Changes In Equity FOR THE YEAR ENDED 30 JUNE 2007

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 and expense for
the year recognised directly in
Equity
Loss for the year
Total income and 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 and expense for
the period
Issue of share capital
Cost of share-based payments
At 30 June 2007
Issued
Capital
Fund Raising
Costs
Other
Reserves
Retained
Earnings/
(Accumulated
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)
-
-
-
(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
(217,944)
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
(326,079)
114,758
(1,471,145)
690,734
4,063,338

14

Statement Of Changes In Equity (continued) FOR THE YEAR ENDED 30 JUNE 2007

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 and expense for
the year recognised directly in
Equity
Profit for the year
Total income and 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 and expense for
the period
Issue of share capital
Cost of share-based payments
At 30 June 2007
Issued
Capital
Fund Raising
Costs
Other
Reserves
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
(524,252)
122,000
-
-
-
-
122,000
-
-
33,630
-
-
33,630
5,055,070
(326,079)
114,758
(307,720)
805,734
5,341,763

15

Notes to the Financial Statements

FOR THE YEAR ENDED 30 JUNE 2007

1 CORPORATE INFORMATION

The financial 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 financial report is a general purpose financial 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 financial 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 financial report. They are available for early adoption at 30 June 2007 but have not been applied in preparing the financial report.

(c) Basis of consolidation

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

The financial 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 profits 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.

16

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(d) Investment in associates

The Group’s investment in its associates is accounted for under the equity method of accounting in the consolidated financial statements. These are entities in which the Group has significant influence and which are neither subsidiaries nor joint ventures.

The financial 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 reflects 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.

(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 inflows, 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 flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific 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.

17

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(e) Property, plant and equipment (cont)

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 deficit 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 sufficient 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 benefits 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.

(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 identifiable 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.

18

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 finite or indefinite.

Where amortisation is charged on assets with finite 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 profits 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 indefinite 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 inflows 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 flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific 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.

(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 identified.

19

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(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 defined 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 outflow of resources embodying economic benefits 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

Share-based payments are provided to directors and employees of the Group whereby employees render services in exchange for shares or rights over shares.

There are currently two plans in place to provide these benefits:

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

  • (ii) The Employee Share Scheme (ESS), which provides benefits to all other employees.

Details of the plans are covered under 16 Employee Benefits

(o) Leases

A distinction is made between finance leases which effectively transfer from the lessor to the lessee substantially all the risks and benefits 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 benefits. Where assets are acquired by means of finance 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 benefits derived from the leased property.

(p) Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Sale of goods

Revenue is recognised when the significant 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.

20

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( continued)

(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 financial 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 profit nor taxable profit 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 profit 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 profit nor taxable profit 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 profit 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 sufficient taxable profit 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.

21

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(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 Stock 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 purified water, and one geographical segment being Australia.

4 REVENUE AND EXPENSES

(a)
(b)
(c)
(d)
CONSOLIDATED
PARENT
2007
2006
2007
2006
Revenue
Sale of bottled water and accessories
Other income
Rent received
Interest received
Gain/(losses) on disposal of property, plant and
equipment
Sundry income
Finance costs
Bank loans and overdrafts
Finance charges payable under finance leases and
hire purchase contracts
Total finance costs (on historical cost basis)
Employee benefits expense
Wages and Salaries
Workers’ compensation costs
Superannuation costs
Provisions for Annual and Long Service Leave
Expense of share-based payments
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

22

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

5 INCOME TAX

INCOME TAX
CONSOLIDATED
PARENT
2007
2006
2007
2006
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(benefit) 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
r A reconciliation of income tax expense (benefit)
applicable to accounting profit 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 profit (loss) before tax from continuing
operations
Loss before tax from discontinued operations
Accounting profit (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
-
(101,509)
-
(101,509)
111,081
-
101,949
-
(103,863)
(104,763)
(92,623)
(4,660)
7,218
(206,272)
9,326
(106,169)
-
-
-
-
80,376
120,001
80,376
-
7,449
(94,129)
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)
(129,257)
(258,926)
12,553
111,081
-
101,949
-
21,810
56,984
10,090
46,185
312,823
(134,000)
156,213
(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)

23

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

5 INCOME TAX (cont)

Recognised deferred tax assets
and liabilities
Assets
Liabilities
Net
Deferred tax assets and liabilities
are attributable to the following:
2007
2006
2007
2006
2007
2006
CONSOLIDATED
Accrued expenses
(11,799)
(20,408)
-
-
(11,799)
(20,408)
Employee entitlement provisions
(28,285)
(27,159)
-
-
(28,285)
(27,159)
Other Provisions
(8,850)
(17,400)
-
-
(8,850)
(17,400)
Capitalising fund raising costs
(86,680)
(94,129)
-
-
(86,680)
(94,129)
Sundry capitalised expenses written
off
(2,188)
(2,606)
(2,188)
(2,606)
Property, Plant and Equipment
-
-
601,700
287,907
601,700
287,907
Tax Losses
(455,240)
(101,509)
-
-
(455,240)
(101,509)
Tax (assets) liabilities
(593,042)
(263,211)
601,700
287,907
8,658
24,696
Set off of tax
593,042
263,211
(593,042)
(263,211)
-
-
Net tax (assets) liabilities
-
-
8,658
24,696
8,658
24,696
Movement in temporary differences during
the year
Balance
Recognised
Recognised
Balance
1Jul 05
in income
in Equity
30 Jun 06
Accrued expenses
(15,134)
(5,274)
-
(20,408)
Employee entitlement provisions
(19,718)
(7,441)
-
(27,159)
Other Provisions
-
(17,400)
-
(17,400)
Capitalising fund raising costs
-
-
(94,129)
(94,129)
Sundry capitalised expenses written off
-
(2,606)
-
(2,606)
Property, Plant and Equipment
138,439
29,467
120,001
287,907
Tax Losses
-
(101,509)
-
(101,509)
103,587
(104,763)
25,872
24,696
Movement in temporary differences during
the year
Balance
Recognised
Recognised
Balance
1Jul 06
in income
in Equity
30 Jun 07
Accrued expenses
(20,408)
8,609
-
(11,799)
Employee entitlement provisions
(27,159)
(1,126)
-
(28,285)
Other Provisions
(17,400)
8,550
-
(8,850)
Capitalising fund raising costs
(94,129)
-
7,449
(86,680)
Sundry capitalised expenses written off
(2,606)
418
-
(2,188)
Property, Plant and Equipment
287,907
233,417
80,376
601,700
Tax Losses
(101,509)
(353,731)
-
(455,240)
24,696
(103,863)
87,825
8,658
Assets
Liabilities
Net
2007
2006
2007
2006
2007
2006
Assets
Liabilities
Net
2007
2006
2007
2006
2007
2006
(11,799)
(20,408)
-
-
(11,799)
(20,408)
(28,285)
(27,159)
-
-
(28,285)
(27,159)
(8,850)
(17,400)
-
-
(8,850)
(17,400)
(86,680)
(94,129)
-
-
(86,680)
(94,129)
(2,188)
(2,606)
(2,188)
(2,606)
-
-
601,700
287,907
601,700
287,907
(455,240)
(101,509)
-
-
(455,240)
(101,509)
(593,042)
(263,211)
601,700
287,907
8,658
24,696
593,042
263,211
(593,042)
(263,211)
-
-
-
-
8,658
24,696
8,658
24,696
Balance
Recognised
Recognised
Balance
1Jul 05
in income
in Equity
30 Jun 06
(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
Balance
Recognised
Recognised
Balance
1Jul 06
in income
in Equity
30 Jun 07
(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

24

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

5 INCOME TAX (cont)

Recognised deferred tax assets
and liabilities
Assets
Liabilities
Net
Deferred tax assets and liabilities
are attributable to the following:
2007
2006
2007
2006
2007
2006
PARENT
Accrued expenses
(346)
(12,900)
-
-
(346)
(12,900)
Employee entitlement provisions
(4,880)
(17,400)
-
-
(4,880)
(17,400)
Other Provisions
(8,850)
-
-
-
(8,850)
-
Capitalising fund raising costs
(86,680)
(94,129)
-
-
(86,680)
(94,129)
Sundry capitalised expenses written
off
(2,188)
(2,606)
(2,188)
(2,606)
Property, Plant and Equipment
-
-
493,930
233,342
493,930
233,342
Tax Losses
(390,986)
(101,509)
-
-
(390,986)
(101,509)
Tax (assets) liabilities
(493,930)
(228,544)
493,930
233,342
-
4,798
Set off of tax
493,930
228,544
(493,930)
(228,544)
-
-
Net tax (assets) liabilities
-
-
-
4,798
-
4,798
Movement in temporary differences during
the year
Balance
Recognised
Recognised
Balance
1 Jul 05
in income
in Equity
30 Jun 06
Accrued expenses
(15,134)
2,234
-
(12,900)
Employee entitlement provisions
(19,718)
2,318
-
(17,400)
Other Provisions
-
-
-
-
Capitalising fund raising costs
-
-
(94,129)
(94,129)
Sundry capitalised expenses written off
-
(2,606)
-
(2,606)
Property, Plant and Equipment
138,439
94,903
-
233,342
Tax Losses
-
(101,509)
-
(101,509)
103,587
(4,660)
(94,129)
4,798
Movement in temporary differences during
the year
Balance
Recognised
Recognised
Balance
1 Jul 06
in income
in Equity
30 Jun 07
Accrued expenses
(12,900)
12,554
-
(346)
Employee entitlement provisions
(17,400)
12,520
-
(4,880)
Other Provisions
-
(8,850)
-
(8,850)
Capitalising fund raising costs
(94,129)
-
7,449
(86,680)
Sundry capitalised expenses written off
(2,606)
418
-
(2,188)
Property, Plant and Equipment
233,342
180,212
80,376
493,930
Tax Losses
(101,509)
(289,477)
-
(390,986)
4,798
(92,623)
87,825
-
Unrecognised deferred tax assets
CONSOLIDATED
PARENT
2007
2006
2007
2006
Deferred tax assets have not been recognised in
respect of the following items:
Tax Losses
36,857
-
12,450
-
Assets
Liabilities
Net
2007
2006
2007
2006
2007
2006
(346)
(12,900)
-
-
(346)
(12,900)
(4,880)
(17,400)
-
-
(4,880)
(17,400)
(8,850)
-
-
-
(8,850)
-
(86,680)
(94,129)
-
-
(86,680)
(94,129)
(2,188)
(2,606)
(2,188)
(2,606)
-
-
493,930
233,342
493,930
233,342
(390,986)
(101,509)
-
-
(390,986)
(101,509)
Assets
Liabilities
Net
2007
2006
2007
2006
2007
2006
(346)
(12,900)
-
-
(346)
(12,900)
(4,880)
(17,400)
-
-
(4,880)
(17,400)
(8,850)
-
-
-
(8,850)
-
(86,680)
(94,129)
-
-
(86,680)
(94,129)
(2,188)
(2,606)
(2,188)
(2,606)
-
-
493,930
233,342
493,930
233,342
(390,986)
(101,509)
-
-
(390,986)
(101,509)
(493,930)
(228,544)
493,930
233,342
-
4,798
493,930
228,544
(493,930)
(228,544)
-
-
-
-
-
4,798
-
4,798

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

25

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

5 INCOME TAX (cont)

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 profit for 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 profit 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 reflects 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 financial 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 previous year.

26

Notes to the Financial Statements (continued) 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 floating rates
based on daily bank rates.
CONSOLIDATED
PARENT
2007
2006
2007
2006
435,507
1,462,633
295,836
1,300,184
435,507
1,462,633
295,836
1,300,184

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 profit after tax to the net
cash flows from operations
Net Profit / (Loss)
Adjustments for:
Depreciation
Specific provision for doubtful debts
Investment in associates written off
Loan to related parties written off
Net (profit)/loss on disposal of property, plant and
equipment
Share of associates’ net (profits) 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
435,507
462,633
295,836
300,184
-
1,000,000
-
1,000,000
435,507
1,462,633
295,836
1,300,184
(1,253,201)
(224,583)
(665,872)
212,835
157,780
89,407
843
-
9,730
-
-
-
151,036
-
368,790
-
112,140
112,140
5,579
(16,948)
-
-
35,062
64,822
-
-
-
-
(275,370)
237,441
-
21,400
-
21,400
33,630
81,128
33,630
81,128
128,321
(246,748)
-
-
46,318
119,310
67,281
(216,834)
(103,861)
(78,891)
(92,623)
(204,958)
76,633
(131,067)
75,599
(131,067)
53,268
75,245
10,478
(180,636)
(24,745)
102,804
(12,230)
12,275
(572,310)
(144,121)
(377,334)
(168,416)

27

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

9 TRADE AND OTHER RECEIVABLES (CURRENT)

10
11
12
CONSOLIDATED
PARENT
2007
2006
2007
2006
CONSOLIDATED
PARENT
2007
2006
2007
2006
Trade receivables
Specific provision for doubtful debts
Other receivables
Non Trade receivables: Due from other than related
Party
Prepayments
INVENTORIES (CURRENT)
Raw materials (at cost)
Finished goods (at cost)
Total inventories at lower of cost and net realisable
value
RECEIVABLES (NON-CURRENT)
Loans to related parties
Other receivables
Loans to related parties are interest bearing and carry an
OTHER FINANCIAL ASSETS (NON-CURRENT)
Shares in subsidiaries
Other unlisted securities
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
interest rate of 7.3% p.a.
-
2
2
26,000
26,990
23,000
23,000
26,000
26,990
23,002
23,002
26,000
26,990
23,002
23,002

28

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

13 INVESTMENT IN ASSOCIATES

CONSOLIDATED

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
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.

29

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

13 INVESTMENT IN ASSOCIATES (cont)

The following table illustrates summarised information of investments in associates:

Share of associate’s balance sheet:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net Assets
Share of associates’ revenue and profit:
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

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
Total
1,400,000
1,542,889
2,942,889
1,400,000
-
1,400,000
-
560,618
560,618
-
3,732
3,732
-
(48,496)
(48,496)
-
-
-
250,000
-
250,000
250,000
-
250,000
-
(157,780)
(157,780)
-
(843)
(843)
1,650,000
1,897,231
3,547,231
1,650,000
2,889
1,652,889
1,400,000
2,291,422
3,691,422
1,400,000
-
1,400,000
-
(748,533)
(748,533)
-
-
-
1,400,000
1,542,889
2,942,889
1,400,000
-
1,400,000
1,650,000
2,803,544
4,453,544
1,650,000
3,732
1,653,732
-
(906,313)
(906,313)
-
(843)
(843)
1,650,000
1,897,231
3,547,231
1,650,000
(2,889)
1,652,889

30

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

14 PROPERTY, PLANT AND EQUIPMENT (cont)

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 deficit 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 profit or loss. The effective date of the revaluation was 30 June 2007.

If land and buildings were measured using the cost model the If land and buildings were measured using the cost model the carrying amounts would be as follows:
CONSOLIDATED
PARENT
2007 2006 2007 2006
Cost 703,596 703,596 703,596 703,596

The carrying value of plant and equipment held under finance 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 finance lease and hire purchase liabilities.

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

31

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

14 PROPERTY, PLANT AND EQUIPMENT (cont)

CONSOLIDATED
PARENT
Land and
buildings
Plant and
equipment
Total
Land and
buildings
Plant and
equipment
Total
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 or fair value
Accumulated
depreciation and
impairment
Net carrying amount
At 30 June 2006
Cost or fair value
Accumulated
depreciation and
impairment
Net carrying amount
1,000,000
941,145
1,941,145
1,000,000
-
1,000,000
596,098
596,098
(17,967)
(17,967)
400,000
400,000
400,000
-
400,000
113,020
113,020
(89,407)
(89,407)
1,400,000
1,542,889
2,942,889
1,400,000
-
1,400,000
1,000,000
1,532,498
2,532,498
1,000,000
-
1,000,000
-
(591,353)
(591,353)
-
-
-
1,000,000
941,145
1,941,145
1,000,000
-
1,000,000
1,400,000
2,291,422
3,691,422
1,400,000
-
1,400,000
-
(748,533)
(748,533)
-
-
-
1,400,000
1,542,889
2,942,889
1,400,000
-
1,400,000

32

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

15 INTANGIBLE ASSETS

CONSOLIDATED
Trademarks
Goodwill
Total
Year ended 30 June 2007
At 1 July 2006,
net of accumulated amortisation
Additions
Amortisation
At 30 June 2007,
net of accumulated amortisation
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 indefinite 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 financial year.

16 EMPLOYEE BENEFITS

a. 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”).

The purpose of the DEOS is to align the interests of the directors and senior management of Refresh by providing a cost-effective and efficient 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.

Under the DEOS, 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. They have an exercise period of one year.

The directors and executives who have been granted options are:

Name Number of
Options
HenryHeng (director) 150,000
EdmundTeo (director) 120,000
Murray Smith(director) 120,000
MaryAng 100,000
DjuandaHadi 100,000
John Humphreys 100,000
JuNien Ho 75,000
HueiJingHo 75,000
SamuelJacob 75,000
Thiam HeeNeo 75,000
MarkScott 75,000
Ian Theseira 75,000
Total 1,140,000

The exercise price of the options granted is $0.15 per share.

33

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

16 EMPLOYEE BENEFITS (cont)

a. Directors and Executives Option Scheme (cont)

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 Office 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 reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome.

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

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

2007
2007
2006
2006
No.
WAEP
No.
WAEP
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
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).

34

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

16 EMPLOYEE BENEFITS (cont)

b. 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 profitability of Refresh Group Ltd.

Employees were eligible for a loan from the company in order to finance 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 Office of Refresh Group Ltd.

35

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

17 TRADE AND OTHER PAYABLES (CURRENT)

CONSOLIDATED
PARENT
2007
2006
2007
2006
Trade payables
Other payables
Related party payables:
Other related parties
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

Effective
interest
rate %
Maturity
CONSOLIDATED
PARENT
2007
2006
2007
2006
Current
Obligations under finance leases and
hire purchase contracts (note 24)
7.5%
> 1 year
Bank Loan
6.66%
> 1 year
Non-current
Obligations under finance leases and
hire purchase contracts (note 24)
7.5%
1 – 5
years
Bank loan
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 fixed charge over the land and buildings of the group.

Finance facilities available
At reporting date, the following financing 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
-
-
-
-
-

36

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

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

20 ISSUED CAPITAL AND RESERVES

CONSOLIDATED
PARENT
2007
2006
2007
2006
Ordinary Shares
Issued and fully paid
Movement in ordinary shares
At 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-float 23/3/06
At 1 July 2006
Issue shares to acquire Hydr8 on 15/12/06
Issue shares to acquire fixture & fittings
At 30 June 2007
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.

Employee equity benefits reserve

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

37

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

21 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

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

The main purpose of these financial instruments is to raise finance for the Group’s operations.

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

The main risks arising from the Group’s financial 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 longterm debt obligations.

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

  • The Group’s policy is to keep between 25% and 50% of its borrowings at fixed rates of interest.

Credit risk

The Group trades only with recognised, creditworthy third parties.

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

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

22 FINANCIAL INSTRUMENTS

Fair values

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

  • The net fair value of financial assets and financial 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 financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow theory.

38

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

22 FINANCIAL INSTRUMENTS (continued)

Interest rate risk

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

Year ended 30 June 2007 Fixed Interest Rate Maturity
Floating
Interest
Rate
< 1year
1 to 5
years
> 5
years
Non-
Interest
Bearing
Total
CONSOLIDATED
Financial Assets
Cash assets
Receivables
Other financial assets
Financial Liabilities
Trade payables
Bank overdraft
Hire purchase liability
Bank loans
PARENT
Financial Assets
Cash assets
Receivables
Other financial assets
Financial Liabilities
Trade payables
Bank loans
1%
435,507
-
-
-
435,507
-
-
-
-
540,223
540,223
-
-
-
-
26,000
26,000
-
435,507
-
-
566,2231,001,730
-
-
-
-
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

39

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

22. FINANCIAL INSTRUMENTS (continued)

Year ended 30 June 2006 Fixed Interest Rate Maturity
Floating
Interest
Rate
< 1year
1 to 5
years
> 5
years
Non-
Interest
Bearing
Total
CONSOLIDATED
Financial Assets
Cash assets
Receivables
Other financial assets
Financial Liabilities
Trade payables
Bank overdraft
Hire purchase liability
Bank loans
PARENT
Financial Assets
Cash assets
Receivables
Other financial assets
Financial Liabilities
Trade payables
Bank loans
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

40

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

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 & Equipment
Goodwill arising on acquisition
Consideration:
Shares issued, at market price
Cash paid
Total consideration
Recognised
on
acquisition
$
1,428
140,572
142,000
72,000
70,000
142,000

41

Notes to the Financial Statements (continued) 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+2years
16/02/09 takenup2-yearoption
31/08/08 takenup2-yearoption
31/03/09 3 + 3 years

Renewal terms are included in the contracts. Renewals are at the option of the specific 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 five 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 finance 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 finance leases and hire purchase contracts together with the present value of the net minimum lease payments areas follows:

CONSOLIDATED
Within one year
After one year but not more than five years
Total minimum lease payments
Less amounts representing finance 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.

42

Notes to the Financial Statements (continued) 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 and Hydr8 unit has been determined based on a value in use calculation.

To calculate this, cash flow projections are based on financial budgets approved by senior management covering a five-year period. The discount rate applied to cash flow projections is 10%.

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

The significant purchases of capital equipment will assist in meeting these obtainable growth rates.

Hydr8 cash generating unit

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

The cash flow projections are based on financial budgets approved by senior management covering a five- year period. The discount rate applied to cash flow projections is 10%.

The Board anticipates growth in revenues of around 15% for each of the next 5 years, with a net profit 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 indefinite
useful life
CONSOLIDATED
Toowoomba
Segment
Hydr8 Segment
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
Carrying amount of goodwill
Carrying amount of
trademarks with indefinite
useful life
PARENT
Total
2007
2006
-
-
-
-

43

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

26 RELATED PARTY DISCLOSURE

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

Country of % Equity interest Investment ($) Investment ($)
incorporation 2007 2006 2007 2006
Refresh Waters Pty Ltd Australia 100% 100% 2 2
Refresh Waters Queensland Pty Ltd 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 financial year (for information regarding outstanding balances at year-end, refer to note 9 and note 17):

Income Purchases Amount Amounts
from from owed by owed to
related related related related
Related party parties parties parties parties
CONSOLIDATED
Associates:
Relish Australia Pty Ltd 2007 638 - - -
2006 20,000 - - -
Restock Distributors Pty Ltd 2007 43,133 - 1,227 -
2006 23,126 - 18,300 -
PARENT
Associate:
Relish Australia Pty Ltd 2007 - - - -
2006 20,000 - - -
Restock Distributors Pty Ltd 2007 - - - -
2006 23,126 - - -
Subsidiaries:
Refresh Waters Pty Ltd 2007 403,066 - 4,047,557 -
2006 373,945 - 2,875,671 -
Refresh Waters Queensland Pty
Ltd 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.

44

Notes to the Financial Statements (continued) 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.

The Board recently approved to engage a property agent to market its premises at 17 Denninup Way, Malaga.

28 AUDITORS’ REMUNERATION

Amounts received or due and receivable by PKF
Perth for:
• an audit or review of the financial 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
(c) tax compliance
(d) 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

Amounts received or due and receivable by PKF Perth for:

45

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

29 DIRECTORS AND EXECUTIVES DISCLOSURE

(a) Details of Directors and Specified Executives

(i)Directors

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

(ii) Specified Executives

Ms Mary Ang Chief Financial Officer 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 Specified 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 fixed at a maximum of $100,000 per annum.

(i) Remuneration of Directors

Directors Primary
Post Employment
Equity
Other
Total
Salary &
Fees
Cash
Bonus
Non
Monetary
benefits
Superann
uation
Retirement
benefits
Options
$
$
$
$
$
$
$
$
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
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

46

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

29 DIRECTOR AND EXECUTIVE DISCLOSURES (continued)

(ii) Remuneration of Specified Executives

Primary
Post Employment
Equity
Other
Total
Salary &
Fees
Cash
Bonus
Non
Monetary
benefits
Superan
nuation
Retirement
benefits
Options
$
$
$
$
$
$
$
$
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
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
2,364
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

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

During the financial year, options were granted as equity compensation benefits under the Director s and Executives Option Scheme (DEOS) to certain directors and specified 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.

Vested
Granted
Terms & Conditions for each Grant
Value per
option at
grant date
Exercise
price per
share
No.
No.
Grant
Date
($)
($)
Expiry
Date
Directors:
Mr H Heng
Mr E Teo
Mr M Smith
Specified
Executives:
Ms M Ang
Mr D Hadi
Mr J Humphreys
Mr H Ho
Mr M Scott
150,000
150,000
29/03/07
0.0295
0.15
28/03/08
120,000
120,000
29/03/07
0.0295
0.15
28/03/08
120,000
120,000
29/03/07
0.0295
0.15
28/03/08
100,000
100,000
29/03/07
0.0295
0.15
28/03/08
100,000
100,000
29/03/07
0.0295
0.15
28/03/08
100,000
100,000
29/03/07
0.0295
0.15
28/03/08
75,000
75,000
29/03/07
0.0295
0.15
28/03/08
75,000
75,000
29/03/07
0.0295
0.15
28/03/08
840,000
840,000

47

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

29 DIRECTOR AND EXECUTIVE DISCLOSURES (continued)

(d) Option holdings of directors and specified executives

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

Options granted in previous year expired without any being exercised.

A full list of option holders can be found at note 16 (Employee Benefits).

(e) Shareholdings of Directors and specified executives

Shares held in Refresh Group Ltd

Balance 01-Jul-06
Granted as
Remuneration
Other Net
Changes *
Balance 30-June-07
Ord
Pref
Ord
Pref
Ord
Pr
ef
Ord
_Pref _
Directors
Mr H Heng
Mr E Teo
Mr. M Smith
Specified
Executives
Ms M Ang
Mr D Hadi
Mr J Humphreys
Mr H Ho
Mr M Scott
Total
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.

48

Notes to the Financial Statements (continued) FOR THE YEAR ENDED 30 JUNE 2007

29 DIRECTOR AND EXECUTIVE DISCLOSURES (continued)

  • (f) Loans to Directors and Specified Executives

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

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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 financial 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 financial 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 Officer 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

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Henry Heng Executive Chairman Perth, 28 September 2007

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TO THE MEMBERS OF REFRESH GROUP LIMITED

REPORT ON THE FINANCIAL REPORT

We have audited the accompanying financial report of Refresh Group Limited and its controlled entities, which comprises the balance sheet as at 30 June 2007, the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration. The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

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

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

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

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .

PKF is a national association of independent chartered accounting and consulting firms, each trading as PKF. PKF Australia Ltd is also a member of PKF International, an association of legally independent chartered accounting and consulting firms.

Tel: 61 8 9278 2222 | Fax: 61 8 9278 7700 | www.pkf.com.au West Australian Partnership | ABN 39 542 778 278 Level 7, BGC Centre | 28 The Esplanade | Perth | Western Australia 6000 | Australia PO Box Z5066 | St Georges Terrace | Perth | Western Australia 6831

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Auditor’s Opinion

In our opinion the financial report of Refresh Group Limited and its controlled entities is in accordance with the Corporations Act 2001 , including:

  • (a) giving a true and fair view of Refresh Group Limited and its controlled entities’ financial position as at 30 June 2007 and of its performance for the year ended on that date; and

  • (b) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 .

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PKF

Chartered Accountants

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Neil Smith Partner

Dated at Perth, Western Australia on the 28[th] day of September 2007

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Corporate Governance Statement

Refresh will follow the guidelines of the ASX Corporate Governance Council as much as it could. 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. Satisfied

  • 2.1 A majority of the board should be independent directors.

  • The Board has 3 directors, 1 of whom is independent.

  • 2.2 The chairperson should be an independent director. Not satisfied.

  • 2.3 The roles of chairperson and chief executive officer should not be exercised by same individual. Not satisfied.

  • 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 office 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 office held by each director in office at the date of the annual report Satisfied 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 officer, the chief financial officer and any other key executives’ as to:

  • 3.1.1 the practices necessary to maintain confidence in the company integrity

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

Satisfied

  • 3.2 Disclose the policy concerning trading in company securities by directors, officers and employees. Satisfied

  • 4.1 Require the chief executive officer and chief financial officer to state in writing to the board that the company’s financial reports present a true and fair view, in all material respects, of the company’s financial condition and operational results, and are in accordance with relevant accounting standards. Satisfied

  • 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.

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Corporate Governance Statement (continued)

  • 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. Satisfied

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

  • details and qualifications 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.

  • 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.

  • Satisfied

  • Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings. Satisfied

  • 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.

  • Satisfied

  • 7.1 The board or appropriate board committee should establish policies on risk oversight and management. Satisfied

  • 7.2 The chief executive officer and chief financial officer 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 efficiently and effectively in all material aspects.

  • Satisfied

  • 8.1 Disclose the process for performance evaluation of the board, its committees and individual directors, and key executives.

Not satisfied; 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 benefits 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 remuneration committee is served by the full board.

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Corporate Governance Statement (continued)

  • 9.3 Clearly distinguish the structure of the non-executive directors’ remuneration from that of executives’.

Satisfied

  • 9.4 Ensure that payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders.

  • Satisfied

  • 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 benefits, other than statutory

  • superannuation, for non-executive directors Satisfied

  • 10.1 Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate shareholders.

  • Satisfied

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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
Mr Samuel Jacob
Mr Juan Hui Goh
Mr Meng Leong Lye
Dr Chee Seng Seah
ANZ Nominees 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
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
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

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Shareholder Information (continued)

Substantial Shareholders - Ordinary Shares

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

Restricted Securities - Ordinary Shares

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

57

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

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