Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ENECO REFRESH LTD Annual Report 2014

Sep 23, 2014

64874_rns_2014-09-23_57eddb43-c6c9-42a0-8668-d5ee5730ad1c.pdf

Annual Report

Open in viewer

Opens in your device viewer

==> picture [273 x 88] intentionally omitted <==

Annual Report 2014

Contents

CHAIRMAN’S REVIEW ......................................................................... 1 DIRECTORS’ REPORT ......................................................................... 2 AUDITORS’ INDEPENDENCE DECLARATION ................................. 12 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME .............................................................. 13 CONSOLIDATED STATEMENT OF FINANCIAL POSITION .............. 14 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .............. 15 CONSOLIDATED STATEMENT OF CASH FLOWS ........................... 16 NOTES TO THE FINANCIAL STATEMENTS ..................................... 17 DIRECTORS’ DECLARATION ............................................................ 52 INDEPENDENT AUDITORS’ REPORT ............................................... 53 CORPORATE GOVERNANCE STATEMENT ..................................... 54 SHAREHOLDER INFORMATION ....................................................... 58 CORPORATE DIRECTORY ................................................................ 60

REFRESH GROUP LIMITED and its controlled entities

CHAIRMAN’S REVIEW

Dear Shareholders,

On behalf of the Board of Directors, I am pleased to present to you the Annual Report of Refresh Group Limited for the financial year ended 30 June 2014.

We are glad that Refresh has turned around strongly and is able to declare a profit of $580k in this financial year. This arose from both operating profit as well as profit arising from the sale of our 51% stake in Refresh Waters Queensland to Saisan Co Ltd.

Refresh is now poised to progress into our next phase of growth. We started to produce our own PET bottles from 5L to 15L in Perth since late May 2014. This will soon be replicated in Brisbane. It would enable us to significantly reduce our cost. Having reduced costs would also help us be more competitive in the market and allow us to increase our market share. The savings would flow through from next financial year. The Company will continue to upgrade its equipment to achieve higher cost savings and reduced product costs.

We now have a much stronger cash and financial position, To thank all shareholders for their support, many of whom have been with us since we listed in 2006, a distribution of 0.1 cent per share dividend was declared. The dividend was fully franked.

During the year, we welcomed 2 new non-executive directors to our Board of Directors - Dato’ Eddie Soong and Mr Roy Ong. Unfortunately, Ms Jamie Khoo left the Board recently after taking up a full-time job overseas. The Board is thankful to Ms Khoo who has been a director for almost 4 years and has contributed to the growth of Refresh and helped with its capital raising

Refresh would not be where we are today without guidance from the Board of Directors, our auditors, tax advisers and lawyers. I would like to thank them for their valuable advice. I also want to thank my colleagues and most of all to you our shareholders for your continued support.

==> picture [75 x 33] intentionally omitted <==

Henry Heng Chairman

REFRESH GROUP LIMITED and its controlled entities 1

DIRECTORS’ REPORT

The directors of Refresh Group Limited (Refresh) present the annual financial report of the consolidated entity, being Refresh Group Limited and its controlled entities (Group) for the financial year ended 30 June 2014. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows.

Directors

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

Henry Heng MBA, ACIB, G Dip PM Chairman and Managing Director

Appointed on 11 August 1997, Henry Heng is a founding shareholder and director of Refresh.

He started his career in banking and is an Associate of the Chartered Institute of Bankers, London. He subsequently held management positions in multinational 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 was on the Board of Grace City Church for 11 consecutive years. Henry subsequently sat on the Governing Council of Edith Cowan University for 3 years and was also a member of their Resources Committee. Henry has been Honorary Secretary of the Full Gospel Business Australia, Perth since July 2010. He is also Branch Secretary of Family First Party WA since August 2012.

He holds a Master of Business Administration from Edith Cowan University, a Graduate Diploma in Personnel Management from Singapore Institute of Management and a Banking Diploma from The Chartered Institute of Bankers.

Henry did not hold directorship in any listed company in the last three years.

Mun Yew Chan B Arts (Hons), CA Independent, Non-Executive Director

Appointed on 13 July 2010. Chairman of Audit Committee, member of Remuneration Committee.

Mun Yew Chan has almost 30 years of financial management experience at senior management levels in fast moving consumer goods, electronics, telecommunications, oilfield service and public accounting. He began his career at Ernst & Young and went on to hold Financial Controller/Director positions with major multinational corporations listed on NYSE and NASDAQ namely National Semiconductor, Quantum Corp, Schlumberger Inc. and Glenayre Inc.

He holds a Bachelor of Arts (Honours) in Economics and Accounting from the University of Newcastle, United Kingdom and is a Chartered Accountant (ICAEW).

Mun Yew was an independent, non-executive director of Jade Technologies Holdings Ltd, a company listed on the Catalist Board of Singapore Exchange Ltd. Besides being Chairman of the Audit Committee, he was also a member of the Nominating & Corporate Governance Committee and Remuneration Committee. Mun Yew does not currently hold directorship in any other listed company.

REFRESH GROUP LIMITED and its controlled entities 2

DIRECTORS’ REPORT

Dato’ Eddie Soong BA Independent, Non-Executive Director

Appointed on 9 October 2013. Chairman of Remuneration Committee; member of Audit Committee

Eddie was previously the General Manager of Malaysia Airlines for 8 years based in Perth. He has worked with the airline for more than 25 years and held senior management positions including as Director of Industrial Relations. His qualifications include a Bachelor of Arts from the University of Malaya.

Eddie is currently a director of three private limited companies involved in information technology, financial and hospitality services in Australia and Malaysia. From February 2010 to December 2012, he was a Non-Executive Director of ASX-listed Coziron Resources Limited, a company involved in mining. Eddie does not currently hold directorship in any other listed company.

Roy Ong B Comp Non-Executive Director

Appointed on 18 June 2014. Member of Audit Committee and Remuneration Committee

Roy graduated from Monash University in 1998 with a Bachelor of Computing. Since then, he has extensive experience in the field of Information Technology. He has worked for multi-national corporations such as The International Business Machines Corporation (IBM) and ExxonMobil in Singapore.

In 2003, Roy founded Basis Systems Services Asia and became their Managing Director. Its clientele ranges from the financial and banking sector to the automobile industry and includes renowned international companies. This spreads across the Asia Pacific region including China, Hong Kong, Japan, South Korea, Vietnam, Philippines, Myanmar, Malaysia, Indonesia and Singapore. Roy continues to maintain very strong business networks in these countries.

Roy is also active in social and community services and is an Honorary Treasurer of a Buddhist temple in Singapore.

Roy did not hold directorship in any listed company in the last three years.

Jamie Gee Choo Khoo MBA, B Acc Independent, Non-Executive Director

Appointed on 1 November 2010; Resigned on 12 September 2014

Jamie Khoo was Chairman of Remuneration Committee and member of Audit Committee until her resignation.

Jamie has held senior positions in various companies including STT Communications Ltd and Hughes Tool Singapore Pte Ltd of Singapore and ABB Holding Ltd of Hong Kong. She has much experience in mergers and acquisitions and capital raising. From September 2008 to September 2010, she was the Executive Director of Adventus Holdings Ltd, a company listed on the Catalist Board of Singapore Exchange Ltd. Under her leadership, Adventus was transformed from a fledging electronics company to a telecommunications distribution and resources trading company.

Jamie graduated from the National University of Singapore with a Bachelor of Accountancy and the University of Hull, United Kingdom, with a Master of Business Administration.

She is also a non-executive Chairman of LionHup Group Ltd and an independent, non-executive director of MDS Financial Group Ltd, both listed on ASX.

REFRESH GROUP LIMITED and its controlled entities 3

DIRECTORS’ REPORT

Secretary

The name and particulars of the secretaries of the company during or since the end of the financial year are:

Jamie Gee Choo Khoo MBA, B Acc

Appointed on 1 March 2011; Resigned 12 September 2014

Jamie Khoo has held senior positions in various companies including STT Communications Ltd and Hughes Tool Singapore Pte Ltd of Singapore and ABB Holding Ltd of Hong Kong. She has much experience in mergers and acquisitions and capital raising. From September 2008 to September 2010, she was the Executive Director of Adventus Holdings Ltd, a company listed on the Catalist Board of Singapore Exchange Ltd. Under her leadership, Adventus was transformed from a fledging electronics company to a telecommunications distribution and resources trading company.

Jamie graduated from the National University of Singapore with a Bachelor of Accountancy and the University of Hull, United Kingdom, with a Master of Business Administration.

Dato’ Eddie Soong BA

Appointed on 12 September 2014

Eddie was previously the General Manager of Malaysia Airlines for 8 years based in Perth. He has worked with the airline for more than 25 years and held senior management positions including as Director of Industrial Relations. His qualifications include a Bachelor of Arts from the University of Malaya.

He is currently a director of three private limited companies involved in information technology, financial and hospitality services in Australia and Malaysia. From February 2010 to December 2012, Eddie was a Non-Executive Director of ASXlisted Coziron Resources Limited, a company involved in mining.

REFRESH GROUP LIMITED and its controlled entities 4

DIRECTORS’ REPORT

(a) Review of Operations and Financial Results

Every operating segment is doing better. Victoria has grown very well in the last few years. To cope with its continuing growth, we moved to a new factory in June 2014. Costs associated with the moving resulted in a reduced profit for this year.

Western Australia
New South Wales
Victoria
Queensland1
Corporate
Total Company
Profit/(Loss)($’000)
2014
2013
%
410
244
68
87
46
89
88
105
(16)
84
90
(7)
(449)
(560)
20
580
(75)
673
Revenue($’000)
2014
2013
%
3,485
3,326
5
1,271
1,375
(8)
836
744
12
822
1,439
(43)
-
-
6,414
6,884
(7)

1 Queensland profit for 2014 is only for 6 months from 1 July to 31 Dec 2013 and 49% of 1 Jan to 30 Jun using equity method; whereas numbers for 2013 are for a full year from 1 July 2012 to 30 June 2013.

Announcement was previously made to the Australian Securities Exchange (ASX) that Refresh sold a 51% stake in our wholly-owned subsidiary, Refresh Waters Queensland Pty Ltd (RWQ), to Saisan Co Ltd on 2 January 2014 for $750k. This allowed us to repay all borrowings putting Refresh in an enviable position of being totally debt-free. One consequence of the sale is that RWQ is now equity accounted for and from 2 January 2014 its financial are no longer included in our consolidated financial statement. This explains the drastic variances in our financials compared to last financial year. If financials from RWQ are included, we would have achieved a total revenue growth of 5% pa.

Refresh is now poised to progress into our next phase of growth. We started to produce our own PET bottles from 5L to 15L in Perth. Investment in the blow moulder is one of the reasons for the higher capital expenditure in this financial year. This will soon be replicated in Brisbane. It would enable us to significantly reduce our cost. Having reduced costs would also help us be more competitive in the market and allow us to increase our market share. The savings is not yet realised in this financial year as bottles were only produced in late May 2014. Savings would flow through from next financial year. The Company will continue to upgrade its equipment to achieve higher cost savings and reduced product costs.

Refresh’s turnaround has also attracted a number of new investors both in trading volumes achieved on ASX as well as the placement of 11,466,666 shares to 2 new shareholders. Coupled with the positive cash flow from the business, this has put our Company in a strong financial position with a cash balance of $1.26 million.

(b) Significant Changes in State of Affairs

On 2 January 2014, Refresh Waters Pty Ltd (RW) sold 51% of its stake in Refresh Waters Queensland Pty Ltd (RWQ) to Saisan Co Ltd for $750,000. RW now owns 49% of RWQ but continues to manage the business. One consequence of the sale is that RWQ is now equity accounted for and from 2 January 2014, is no longer included in our consolidated financial statement. On 16 June 2014, the Company raised $516,000 through the placement of 11,466,666 new shares to 2 new shareholders at 4.5 cents per share.

(c) Principal Activities

The principal activity of Refresh during the year was the production and/or distribution of lifestyle products including bottled water, coolers and filtration systems. There was no significant change in the nature of the activity of the entity during the year.

(d) Our Business Model and Objectives

Refresh’s primary business is in the home and office delivery sector of the bottled water market. It is the second biggest company in this sector after Neverfail, which is wholly-owned by Coca-cola Amatil, Empty bottles have to be returned for cleaning and reuse. For this reason, Refresh has to locate our factories nearer to the customer and hence our model of having 6 factories in Australia.

Having multiple locations also help us reduce our transport cost, e.g. our 5L sold in Woolworths are delivered out of Brisbane for Queensland, Sydney for New South Wales and Australian Capital Territory and Melbourne for Victoria.

REFRESH GROUP LIMITED and its controlled entities 5

DIRECTORS’ REPORT

Blowing our own bottles allows us to reduce our costs further and Refresh is now well position to start supplying more products to other supermarkets as well.

(e) Financial Position

We now have a much stronger cash and financial position, with $1.26 million cash as at end June 2014. Being a profitable company has also resulted in new investors taking an interest in the Company, with $616,000 raised in the last 3 months.

(f) Significant Events after Balance Date

On 29 August 2014, the Company raised $100,000 through the placement of 2,000,000 new shares at 5 cents per share.

(g) Future Developments, Prospects and Business Strategies

Refresh will be focusing on its core business for the next financial year. The Group has started to produce its own 15L, 12L and 5L PET bottles in Perth. The same blow-moulding equipment has been acquired for Brisbane and will commence within the next few month. Refresh would progressively increase the use of bottles blown in house.

(h) Business Risks

Perth has obtained accreditation under the Hazard Analysis and Critical Control Points (HACCP). It is our plan to progressively have the other factories accredited. The stringent quality control will ensure there is little risk of contamination

(i) 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 it.

To reduce our carbon footprint, the Perth factory has solar panels installed providing 2.2 kw of power.

(j) Dividends

A final dividend of 0.1 cent per share was announced on 29 August 2014 with payment made on 15 September 2014. This amounted to $111,795.63. No dividend was paid in the previous year.

(k) Meetings of Directors

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

Board Meetings Audit Committee Audit Committee Remuneration Committee
Number Number Number
eligible to
Number
eligible to Number eligible to Number
attend attended attend attended attend attended
Henry Heng 4 4 - - 1 1
Mun Yew Chan 4 3 1 - 1 1
Jamie Khoo1 4 4 1 1 1 1
Eddie Soong2 3 3 1 1 - -
Roy Ong3 - - - - - -

1 Left 12 September 2014 2 Appointed 9 October 2013

3 Appointed 18 June 2014

REFRESH GROUP LIMITED and its controlled entities 6

DIRECTORS’ REPORT

There was no Nominations Committee during the financial year and all decisions were made by the full Board. There was no Audit and Remuneration Committees until Eddie Soong joined the Board on 9 October 2013. Prior to that, all decisions are made by the full Board.

(l) Shares issued during or since the end of the year as a result of exercise

During or since the end of the financial year, the Company issued ordinary shares as a result of the exercise of options as follows (there were no amounts unpaid on the shares issued):

Date options granted Issue price ofshares ($) Numberofsharesissued
Nil

(m) Remuneration Report (Audited)

The performance of Refresh depends upon the quality of its directors and key management personnel. To achieve success, the company must attract, motivate and retain highly skilled directors and key management personnel. To this end, the company has adopted the following principles in its remuneration framework:

  • Provide competitive rewards to attract high calibre key management personnel;

  • Link executive rewards to shareholder value and

  • Establish appropriate performance hurdles in relation to variable key management personnel remuneration.

Company Performance, Shareholder Wealth and Director and Key Management Personnel Remuneration

The remuneration policy has been tailored to increase goal congruence between shareholders, directors and key management personnel. There have been 2 methods applied in achieving this aim, the first being a performance based bonus based on key performance indicators (KPIs), and the second being the issue of options to all directors and key management to encourage the alignment of personal and shareholder interests. The company believes this policy has been effective.

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 $200,000 per annum. Superannuation is paid on director fees.

All executive directors and key management personnel receive a base salary, superannuation, fringe benefits, options and performance incentives. Performance incentive is paid upon achievement of KPIs or performance targets. The KPIs are set annually, with a certain level of consultation with key management personnel. The measures are specifically tailored to the areas each key management personnel are involved in and have a level of control over. The KPIs target areas the Board believes hold greater potential for group expansion and profit, covering financial and non-financial as well as short and long term goals. The level set for each KPI is based on budgeted figures for the Group and respective industry standards.

The Company’s remuneration policy was implemented after the listing. Over the years, the managing director and several key management personnel have achieved their KPIs and received performance incentives.

To align the interests of the directors and key 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 key management personnel are granted options 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 management performance and remuneration. Details of the scheme are found on Note 26 of the Financial Report.

All remuneration paid is valued at the cost to the Company and expensed. Shares given to key management personnel are valued as the difference between the market price of those shares and the amount paid by the key management personnel. Options are valued using the Black-Scholes methodology.

The Company has not engaged independent remuneration consultants.

REFRESH GROUP LIMITED and its controlled entities 7

DIRECTORS’ REPORT

(m) Remuneration Report (Audited) (cont)

Performance-based Remuneration

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

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

In determining whether or not a KPI has been achieved, Refresh base the assessment on audited figures.

(n) Voting and comments made at the company’s last Annual General Meeting

Refresh received 100% of ‘yes’ votes on its Remuneration Report for the financial year ending 30 June 2013. The Company receives no specific feedback on its Remuneration Report at the Annual General Meeting.

(o) Directors and Key Management Personnel Disclosure

(i) Remuneration of Directors

Directors
30 June 14
Mr H Heng
Mr M Y Chan
Mr R Ong
Ms J Khoo
Mr E Soong
Total
30 June 13
Mr H Heng
Mr M Y Chan
Ms J Khoo
Mr E Teo1
Total
SHORT TERM EMPLOYEE
BENEFITS
POST EMPLOYMENT
LONG TERM
BENEFITS
EQUITY
TOTAL
%
REMUNERATIO
N
Salary &
Fees
Bonus
Non-
Monetary
benefits #
Superan-
nuation
Retirement
benefits
Long
Service
Leave
Options
Performance
Related
$
$
$
$
$
$
$
$
151,539
40,000
8,606
17,717
-
10,076
-
227,938
19
16,457
-
-
1,522
-
-
-
17,979
-
489
-
-
45
-
-
-
534
-
16,457
-
-
1,522
-
-
-
17,979
-
10,927
-
-
1,011
-
*
-
11,938
195,870
40,000
8,606
21,818
-
10,076
-
276,368
139,850
85,091
6,571
20,245
-
2,671
-
254,428
37
16,000
-
-
1,440
-
-
-
17,440
-
16,000
-
-
1,440
-
-
-
17,440
-
7,500
-
-
675
-
-
-
8,175
-
179,350
85,091
6,571
23,800
-
2,671
-
297,483

# Use of company car and insurance-in-lieu Workers Compensation

1 Left 31 December 2012

REFRESH GROUP LIMITED and its controlled entities 8

DIRECTORS’ REPORT

(o) Directors and Key Management Personnel Disclosure (cont)

(ii) Remuneration of Key Management Personnel

The key management of Refresh includes:

Mr O Maerker Chief Operating Officer Mr R Bolton Queensland Director Mr H Ho Victoria Manager Mr R Jessett Kalgoorlie Manager Mr E Pui Accountant

30 June 14
Mr O Maerker
Mr R Bolton1
Mr H Ho
Mr R Jessett
Mr E Pui
Total
30 June 13
Mr O Maerker2
Mr R Bolton
Mr H Ho
Ms M Tan3
Mr P Sun4
Total
SHORT TERM EMPLOYEE
BENEFITS
POST EMPLOYMENT
LONG
TERM
BENEFITS
EQUITY
SHARE-
BASED
PAYMENT
%
TOTAL
REMUNER
ATION
Salary &
Fees
Bonus
Non-
Monetary
benefits
Superan
-nuation
Retirement
benefits/
termination
Long
Service
Leave
Options
Remune-
ration
Performance
Related
$
$
$
$
$
$
$
$
$
90,000
33,000
-
11,378
-
-
-
-
134,378
27
35,000
4,600
-
3,663
-
-
-
-
43,263
12
59,000
10,000
-
6,383
-
1,065
-
-
76,448
14
58,000
-
-
5,365
-
-
-
-
63,365
-
65,000
-
-
6,013
-
4,300
-
-
75,313
307,000
47,600
-
32,801
-
5,365
-
-
392,767
,
74,423
21,000
-
8,588
-
-
-
-
104,011
22
70,000
6,000
-
6,840
-
-
-
-
82,840
8
57,482
8,000
-
5,893
-
1,404
-
-
72,779
12
35,246
-
-
-
-
-
-
-
35,246
-
39,189
3,717
-
3,861
-
-
-
-
46,767
9
276,340
38,717
-
25,182
-
1,404
-
-
341,643

1 Only up to 31 Dec 13 as sale of 51% in Refresh Waters Queensland resulted in the de-consolidation of Queensland financials as from 2 January 2014

2 Mr O Maerker joined the company on 3 September 2012

3 Ms M Tan left the company on 26 October 2012

4 Mr P Sun left the company on 28 February 2013

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

During the financial year, no options were granted as equity compensation benefits under the Directors and Executives Option Scheme (DEOS). There is also no outstanding option as at 30 June 2014.

REFRESH GROUP LIMITED and its controlled entities 9

DIRECTORS’ REPORT

(p) Key Management Personnel Shareholdings

The number of ordinary shares in Refresh held by Directors and KMP of the Group, together with those held by their spouses, during the financial year is as follows:

Directors
Mr H Heng
Mr M Y Chan
Mr R Ong
Ms J Khoo
Mr E Soong
Other KMP
Mr O Maerker
Mr R Bolton
Mr H Ho
Mr R Jessett
Mr E Pui
Total
Balance
01 Jul 13
Granted as
Remuneration
Other Net
Changes *
Balance
30 Jun 14
Ord
Ord
Ord
Ord
10,854,709
123,525
10,978,234
1,041,779
-
-
1,041,779
-
-
-
-
832,330
-
-
832,330
-
-
-
-
-
-
300,000
300,000
142,500
-
-
142,500
99,000
-
-
99,000
20,000
-
-
20,000
30,000
10,000
12,000
52,000
13,020,318
10,000
435,525
13,465,843

* Relate to general sales and purchases made on the open market, including shares issued under the Employee Share Scheme.

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.

Other Equity-related KMP Transactions

There have been no other transactions involving equity instruments other than those described in the tables above relating to options, rights and shareholdings.

Loans to KMP

Except for the approved instalment plan under its ESS, no director or key management personnel has received any loan from Refresh or any of its controlled entities.

(q) Service Agreements

Except for the Managing Director, none of the other Directors or Key Management Personnel is employed on service agreements. The terms of employment do not provide for a minimum notice period and termination payments are not payable on either resignation or termination.

REFRESH GROUP LIMITED and its controlled entities 10

DIRECTORS’ REPORT

(r) Unissued Shares Under Option

Unissued ordinary shares under option at the date of this report date are:

Date Options
Granted
Expiry Date
27 Nov 2012
20 Dec 20131
27 Nov 2012
20 Jun 20142
27 Nov 2012
20 Jun 2015
Exercise
Price ($)
Number
Issued
Exercisable Period
Number
Lapsed
0.04
7,500,000
20 Jun 2013 to 20 Dec 2013
7,500,000
0.05
4,000,000
20 Dec 2013 to 20 Jun 2014
4,000,000
0.06
5,000,000
20 Jun 2014 to 20 Jun 2015

These options were issued to Mr Richard Tan and/or his nominees pursuant to a Share Allotment Agreement dated 20 June 2012 and approved by Shareholders at the Annual General Meeting held on 27 November 2012. All options expire on their respective expiry dates.

1 7,500,000 options at $0.04 which expired on 20 December 2013 were not exercised.

2 4,000,000 options at $0.05 which expired on 20 June 2014 were not exercised.

(s) Indemnifying Directors and Officers

The Company has taken out a Directors and Officers Liability Insurance protecting directors and officers against claims resulting from management decisions. The insurance contract prohibits disclosure of the limit of liability, the nature of liability indemnified or the premium paid.

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

(t) 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 2001.

The directors are satisfied that the provision of non-audit services did not compromise the auditor independence for the following reasons:

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

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

Details of amount paid to auditors for audit and non-audit services provided during the year are disclosed in Note 25.

(u) Proceedings on Behalf of the Company

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

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

(v) Auditor’s Independence Declaration

The Auditor’s Independence Declaration under section 370C is included on page 12 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 [66 x 29] intentionally omitted <==

Henry Heng Managing Director PERTH, 24 September 2014

REFRESH GROUP LIMITED and its controlled entities 11

==> picture [169 x 43] intentionally omitted <==

AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF REFRESH GROUP LIMITED

I declare that, to the best of my knowledge and belief, during the year ended 30 June 2014, there have been:

  • (a) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review, and

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

==> picture [67 x 26] intentionally omitted <==

==> picture [97 x 28] intentionally omitted <==

NEIL PACE MOORE STEPHENS PARTNER CHARTERED ACCOUNTANTS

Signed at Perth this 24th day of September 2014.

12

Moore Stephens Perth ABN 75 368 525 284 Level 3, 12 St Georges Terrace Perth, Western Australia 6000 Telephone +61 8 9225 5355 Facsimile +61 8 9225 6181 Email [email protected] Website www.moorestehphens.com.au An independent member of Moore Stephens International Limited – member firms in principal cities throughout the world. The Perth Moore Stephens Firm is not a partner or agent of any other Moore Stephens Firm Liability limited by a scheme approved under Professional Standards Legislation

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2014

Continuing Operations
Revenue
Cost of Sales
Gross Profit
Other income
Marketing Expenses
Distribution Expenses
Administrative Expenses
Occupancy Expenses
Other expenses
Share of Net profits of Associates
Results from operating activities
Finance income
Finance costs
Profit/(Loss) before income tax
Income tax expense
Net Profit/(Loss) from continuing operations
Discontinued operations
Profit from discontinued operations after tax
Other comprehensive income
Total comprehensive Income/(Loss) attributable to
members of Refresh Group Limited
Earnings per share
From continuing and discontinued operations:
Basic earnings/(loss) per share (cents)
Diluted earnings/(loss) per share (cents)
From continuing operations:
Basic earnings/(loss) per share (cents)
Diluted earnings/(loss) per share (cents)
From discontinued operations:
Basic earnings per share (cents)
Diluted earnings per share (cents)
Note CONSOLIDATED
2014
$
2013
$
6a
6e
14
6c
6d
7
8
9
5,591,385
5,445,006
(2,335,988)
(2,379,928)
3,255,397
3,065,078
1,899
19,272
(438,629)
(440,208)
(1,022,795)
(1,022,722)
(1,246,471)
(1,289,192)
(414,281)
(417,706)
(6,000)
(5,500)
16,675
-
145,795
(90,978)
12,946
5,577
(22,589)
(73,714)
136,152
(159,115)
-
-
136,152
(159,115)
444,303
83,824
-
-
580,456
(75,291)
0.60
(0.08)
0.56
(0.07)
0.14
(0.16)
0.13
(0.14)
0.45
0.08
0.43
0.07

The accompanying notes form part of the Consolidated Statement of Profit or Loss and Other Comprehensive Income

REFRESH GROUP LIMITED and its controlled entities 13

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2014

ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Total Current Assets
Non-Current Assets
Trade and other receivables
Property, plant and equipment
Intangible assets
Investment in Associates
Total Non-current assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Financial liabilities
Short-term provisions and accruals
Total Current Liabilities
Non-Current Liabilities
Financial liabilities
Long-term provisions
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Notes CONSOLIDATED
2014
2013
$
$
10
11
12
11
13
14
30
17
18
19
18
19
20
20
1,261,630
224,194
538,491
788,914
740,888
969,208
2,541,009
1,978,316
474,099
-
1,528,399
1,919,847
318,678
781,815
506,675
-
2,827,851
2,701,662
5,368,860
4,679,978
613,882
680,354
-
291,098
176,795
174,690
790,677
1,146,142
-
25,452
24,487
27,075
24,487
52,527
815,164
1,198,669
4,553,696
3,481,309
9,275,015 8,783,084
191,712
191,712
(4,913,031)
(5,493,487)
4,553,696
3,481,309

The accompanying notes form part of the Consolidated Statement of Financial Position

REFRESH GROUP LIMITED and its controlled entities 14

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2014

Consolidated
Balance at 1 July 2012
Equity fund raising costs
Issue of share capital
Total Profit/(loss) for the year
Balance at 30 June 2013
Balance at 1 July 2013
Equity fund raising costs
Issue of share capital
Total Profit/(Loss) for the year
Balance at 30 June 2014
Issued Capital
$
Reserves
$
Accumulated
Profit/(Losses)
$
Total
$
8,406,595
191,712
(5,418,196)
3,180,111
(3,411)
-
-
(3,411)
379,900
-
-
379,900
8,783,084
191,712
(5,418,196)
3,556,600
-
-
(75,291)
(75,291)
8,783,084
191,712
(5,493,487)
3,481,309
8,783,084
191,712
(5,493,487)
3,481,309
(24,070)
-
-
(24,070)
516,001
-
-
516,001
9,275,015
191,712
(5,493,487)
3,973,240
-
-
580,456
580,456
9,275,015
191,712
(4,913,031)
4,553,696

The accompanying notes form part of the Consolidated Statements of Changes in Equity

REFRESH GROUP LIMITED and its controlled entities 15

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2014

Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Borrowing costs
Interest received
Net cash flows provided by/(used in) operating
activities
Cash flows from investing activities
Purchase of Intangible
Proceeds from disposal of controlling interest in
subsidiary
Purchase of property, plant and equipment
Net cash flows provided by/(used in) investing
activities
Cash flows from financing activities
Proceeds from issue of shares
Repayment of loans from related parties
Share issue expenses
Repayments of borrowings
Net cash flows provided by financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Notes CONSOLIDATED
2014
2013
$
$
6,476,355
6,884,597
(5,996,256)
(6,684,854)
(22,589)
(80,122)
12,946
5,577
10
10
470,456
125,198
-
(30,900)
673,657
-
(282,057)
(260,105)
391,600
(291,005)
516,000
379,900
(270,000)
(120,000)
(24,070)
(3,411)
(46,550)
(19,030)
175,380
237,459
1,037,436
71,652
224,194
152,542
1,261,630
224,194

The accompanying notes form part of the Consolidated Statement of Cash Flows

REFRESH GROUP LIMITED and its controlled entities 16

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

1. CORPORATE INFORMATION

The financial report of Refresh Group Limited for the year ended 30 June 2014 was authorised for issue in accordance with a resolution of the directors on 24 September 2014.

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

The Group’s principal activities are the production and/or distribution of lifestyle products like bottled water, coolers and filtration systems. The Company is a for-profit entity.

2. CHANGES IN ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS

2.1 New and Amended Accounting Standards adopted by the Group

Consolidated financial statements

The Group adopted the following Australian Accounting Standards, together with the relevant consequential amendments arising from related Amending Standards, from the mandatory application date of 1 January 2013:

  • AASB 10: Consolidated Financial Statements ;

  • AASB 12: Disclosure of Interests in Other Entities ;

  • AASB 13: Fair Value Measurement ;

  • AASB 2011-4: Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements.

  • AASB 127: Separate Financial Statements; and

  • AASB 128: Investments in Associates and Joint Ventures

AASB 10 supersedes AASB 127 Consolidated and Separate Financial Statements and AASB Interpretation 112 Consolidation – Special Purpose Entities . AASB 10 revises the definition of control and provides extensive new guidance on its application. These new requirements have the potential to affect which of the Group’s investees are considered to be subsidiaries and therefore to change the scope of consolidation. The requirement on consolidation procedures, accounting for changes in non-controlling interests and accounting for loss of control of a subsidiary are unchanged.

Management has reviewed its control assessments in accordance with AASB 10 and has concluded that there is no effect on the classification (as subsidiaries or otherwise) of any of the Group’s investees held during the period or comparative periods covered by these financial statements.

AASB 12 Disclosure of Interests in Other Entities integrates and makes consistent the disclosure requirements for various types of investments, including unconsolidated structured entities. It introduces new disclosure requirements about the risks to which an entity is exposed from its involvement with structured entities. Notes 15 illustrate the application of AASB 12 in the current year.

Consequential amendments to AASB 127 Separate Financial Statements and AASB 128 Investments in Associates and Joint Ventures.

AASB 127 now only addresses separate financial statements. AASB 128 brings investments in joint ventures into its scope. However, AASB 128’s equity accounting methodology remains unchanged.

AASB 13 Fair Value Measurement clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It does not affect which items are required to be fair-valued. The scope of AASB 13 is broad and it applies for both financial and non-financial items for which other Australian Accounting Standards require or permit fair value measurements or disclosures about fair value measurements, except in certain circumstances.

AASB 13 applies prospectively for annual periods beginning on or after 1 January 2013. Its disclosure requirements need not be applied to comparative information in the first year of application. The Group has however included as comparative information the AASB 13 disclosures that were required previously by AASB 7 Financial Instruments: Disclosures.

The Group has applied AASB 13 for the first time in the current year, see note 21.

AASB 2011-4 removes the individual key management personnel disclosure requirements. As a result the Group only discloses the key management personnel compensation in total and for each of the categories required in AASB 124.

REFRESH GROUP LIMITED and its controlled entities 17

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

2.1 New and Amended Accounting Standards adopted by the Group (cont)

In the current year the individual key management personnel disclosure previously required by AASB 124 (note 26 in the 30 June 2013 financial statements) is now disclosed in the remuneration report due to the amendment to Corporations Regulations 2001 issued June 2013.

2.2 New Accounting Standards for Application in Future Periods

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

AASB 9 : Financial Instruments and associated Amending Standards (applicable for annual reporting periods commencing on or after 1 January 2017. The Standard will be applicable retrospectively (subject to the comment on hedge accounting below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting.

The key changes made to the Standard that may affect the Group on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies in line with the new hedge accounting requirements of AASB 9, the application of such accounting would be largely prospective. Although the directors anticipate that the adoption of AASB 9 may have an impact on the Group’s financial instruments, including hedging activity, it is impracticable at this stage to provide a reasonable estimate of such impact.

AASB 2012–3: Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities (applicable for annual reporting periods commencing on or after 1 January 2014.

This Standard provides clarifying guidance relating to the offsetting of financial instruments, which is not expected to impact the Group’s financial statements.

Interpretation 21: Levies (applicable for annual reporting periods commencing on or after 1 January 2014).

Interpretation 21 clarifies the circumstances under which a liability to pay a levy imposed by a government should be recognised, and whether that liability should be recognised in full at a specific date or progressively over a period of time. This Interpretation is not expected to significantly impact the Group’s financial statements.

AASB 2013–3: Amendments to AASB 136 – Recoverable Amount Disclosures for Non-Financial Assets (applicable for annual reporting periods commencing on or after 1 January 2014).

AASB 2013–4 makes amendments to AASB 139: Financial Instruments: Recognition and Measurement to permit the continuation of hedge accounting in circumstances where a derivative, which has been designated as a hedging instrument, is novated from one counterparty to a central counterparty as a consequence of laws or regulations. This Standard is not expected to significantly impact the Group’s financial statements.

AASB 2013–5: Amendments to Australian Accounting Standards – Investment Entities (applicable for annual reporting periods commencing on or after 1 January 2014).

AASB 2013–5 amends AASB 10: Consolidated Financial Statements to define an “investment entity” and requires, with limited exceptions, that the subsidiaries of such entities be accounted for at fair value through profit or loss in accordance with AASB 9 and not be consolidated. Additional disclosures are also required. As neither the parent nor its subsidiaries meet the definition of an investment entity, this Standard is not expected to significantly impact the Group’s financial statements.

REFRESH GROUP LIMITED and its controlled entities 18

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

3. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Statement of compliance

These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘IFRS’). Compliance with IFRS ensures that the financial statements and notes of the company and the Group comply with International Financial Reporting Standards (‘IFRS’).

3.2 Basis of preparation

The financial report has been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars and rounded to the nearest dollar.

3.3 Basis of consolidation

The consolidated financial statements incorporate the financial statements of Refresh Group Limited and its controlled entities as at 30 June 2014 (‘the Group’). The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Inter-company loans which have no interest or repayment terms are effectively investments in controlled entities and are reflected at cost. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the Parent entity.

3.4 Property, plant and equipment

Plant and equipment, including leasehold improvements are stated at cost less accumulated depreciation and impairment losses.

Depreciation is provided on property, plant and equipment. Depreciation is calculated on a straight-line basis over the estimated useful life of all fixed assets except for motor vehicles which are depreciated on a reducing balance basis over 10 years. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight-line method. The estimated useful lives and depreciation method are reviewed at the end of each annual reporting period, with the effect of any changes recognised on a prospective basis.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease.

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

The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.

The following useful lives are used in the calculation of depreciation:

Leasehold improvements 5 to 15 years Straight Line Method Plant and equipment 5 to 15 years Straight Line Method Motor vehicles 10 years Diminishing Value Method

REFRESH GROUP LIMITED and its controlled entities 19

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

3. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (cont)

3.5 Goodwill

Goodwill acquired in a business combination is initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the fair value of the identifiable assets, liabilities and contingent liabilities recognised at the date of the acquisition.

Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses.

3.6 Intangibles Other than Goodwill

Customer list and trademarks

Customer list and trademarks are recognised at cost of acquisition. Customer list has a finite life and is carried at cost less any accumulated amortisation and any impairment losses. Customer list is amortised over useful life of 5 years. Trademarks have indefinite life and carried at cost less any impairment losses.

3.7 Impairment of non-financial assets

At each reporting date, the Group reviews the carrying values of its non-financial tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If any such indication exists, the recoverable amount of the asset, being higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

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

.

3.8 Employee benefits

Short-term employee benefits

Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

Other long-term employee benefits

Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur.

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

REFRESH GROUP LIMITED and its controlled entities 20

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

3. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont)

3.9 Investment in Associates

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control of those policies. Investments in associates are accounted for in the consolidated financial statements by applying the equity method of accounting, whereby the investment is initially recognised at cost (including transaction costs) and adjusted thereafter for the postacquisition change in the Group’s share of net assets of the associate. In addition, the Group’s share of the profit or loss of the associate is included in the Group’s profit or loss.

The carrying amount of the investment includes, when applicable, goodwill relating to the associate. Any discount on acquisition, whereby the Group’s share of the net fair value of the associate exceeds the cost of investment, is recognised in profit or loss in the period in which the investment is acquired.

Profits and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group discontinues recognising its share of further losses unless it has incurred legal or constructive obligations or made payments on behalf of the associate. When the associate subsequently makes profits, the Group will resume recognising its share of those profits once its share of the profits equals the share of the losses not recognised

3.10 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.

Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

3.11 Trade and other receivables

Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amounts 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.

3.12 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand; cash in bank and short-term deposits with an original maturity of three months or less. Bank overdrafts are shown within financial liabilities in current liabilities on the balance sheet.

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

3.13 Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.

REFRESH GROUP LIMITED and its controlled entities 21

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

3. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont)

3.14 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 employees, excluding directors and senior executives.

Details of the plans are covered under Note 26 Employee Benefits.

The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid-price. The fair value of options is ascertained using a Black-Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

3.15 Leases

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

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

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

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

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

3.16 Trade and other payables

Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

3.17 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.

Interest Received

Interest revenue is recognised as it accrues taking into account the effective yield on the financial asset.

REFRESH GROUP LIMITED and its controlled entities 22

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

3. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont)

3.18 Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred and reported in ‘finance costs’.

3.19 Income tax

The income tax expense (revenue) for the year comprise current income tax expense (income) and deferred tax expense (income).

Deferred income tax expense reflects movements in deferred tax liability balances arising during the year.

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.

3.20 Profit or loss from discontinued operations

A discontinued operation is a component of the entity that either has been disposed of, or is classified as held for sale, and:

  • represents a separate major line of business or geographical area of operations;

• is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or

  • is a subsidiary acquired exclusively with a view to resale.

Profit or loss from discontinued operations, including prior year components of profit or loss, is presented in a single amount in the statement of comprehensive income. This amount, which comprises the post-tax profit or loss of discontinued operations and the post-tax gain or loss resulting from the measurement and disposal of assets classified as held for sale.

REFRESH GROUP LIMITED and its controlled entities 23

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

3. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont)

3.21 Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of the asset or as part of an item of expense; or

ii. for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the Statement of Cash Flow on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

3.22 Financial Instruments

Recognition

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss immediately. Financial instruments are subsequently measured at fair value, amortised cost using the effective interest rate method, or cost.

Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash or cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in active market and are stated at amortised cost using the effective interest rate method.

Financial liabilities

Financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value of all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

Impairment

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

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

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

REFRESH GROUP LIMITED and its controlled entities 24

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

3. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont)

3.22 Financial Instruments (cont)

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

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

3.23 Critical accounting estimates and judgements

The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

Key estimates

Impairment

The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets including property, plant and equipment, identifiable intangible assets and goodwill. In accordance with AASB 136 Impairment of Assets , the Group tests their intangible assets with an indefinite useful life for impairment by comparing its recoverable amount with its carrying amount

Value in Use

Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates, including levels of operating revenue and terminal value of assets. A material change to these key assumptions could result in material adjustment to the carrying values of non-current assets.

Fair value

Management apply valuation techniques to determine the fair value of cash-generating units where active market quotes are not available. This requires management to develop estimates and assumptions based on market inputs, using observable data that market participants would use in pricing the cash-generating unit.. Where such data is not observable, management uses its best estimate. Estimated fair values of financial instruments may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date. The Group was able to obtain a best estimate based on an offer made by Saisan Co Ltd for a 51% investment in respect of the eastern states cashgenerating units.

No impairment has been recognised in respect of non-current assets including intangibles (goodwill) for the year ended 30 June 2014. Further particulars of impairment testing can be found in Note 16.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes formula, with the assumptions detailed in Note 26. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.

3.24 Going Concern

The financial report has been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

REFRESH GROUP LIMITED and its controlled entities 25

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

3. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont)

3.25 Fair Value of Assets and Liabilities

The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard.

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

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

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

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

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

REFRESH GROUP LIMITED and its controlled entities 26

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

4. OPERATING SEGMENTS

Segment Information

The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.

In identifying its operating segment, management follows the geographical location of the Group’s operations. Corporate costs are included under “Other”.

Types of products and services by segment

All segments provide the same type of products and services being the manufacture and sale of bottled water and filtration systems.

Basis of accounting for purposes of reporting by operating segments

(a) Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors, being the chief decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group.

(b) Intersegment transactions

There is no intersegment sale and corporate costs are not allocated. Corporate costs are classified under “Other” in the segment performance analysis.

(c) Segment assets

Segment assets are clearly identifiable on the basis of their nature and physical location.

(d) Segment liabilities

Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings.

(e) Unallocated items

The following items of revenue, expenses, assets and liabilities are not allocated to operating segments as they not considered part of the core operations of any segment:

  • impairment of assets and other non-recurring items of revenue or expense

  • income tax expense

  • corporate costs

  • deferred tax assets and liabilities

  • current tax liabilities

REFRESH GROUP LIMITED and its controlled entities 27

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

4. OPERATING SEGMENTS (cont)

(f) Segment performance

30 June 2014
Revenue from
external customers
Other Income
Other Expense
Interest Expense
Depreciation &
Amortisation
Segment operating
profit/(loss)
Total assets
Total liabilities
30 June 2013
Revenue from
external customers
Other Income
Other Expense
Interest Expense
Depreciation &
Amortisation
Segment operating
profit/(loss)
Total assets
Total liabilities
WA
NSW
VIC
QLD
OTHER
(Corporate)
TOTAL
3,484,738
1,270,945
835,702
-
-
5,591,385
542
-
(582)
-
1,939
1,899
-
-
6,000
-
-
6,000
20,425
-
-
-
2,164
22,589
149,249
69,230
56,407
-
-
274,886
410,0871
87,057
88,237
-
(449,229)
136,152
3,141,659
817,942
505,458
-
903,801
5,368,859
608,372
3,401
1,282
-
202,109
815,164
3,325,746
1,375,542
743,718
-
-
5,445,006
(2,133)
-
21,405
-
-
19,272
-
-
5,500
-
-
5,500
43,667
2,203
2,008
-
25,836
73,714
165,452
52,547
36,310
-
-
254,309
243,500
46,359
104,854
-
(235,598)
(159,115)
1,832,345
881,636
500,269
1,302,042
163,686
4,679,978
836,481
4,194
907
70,834
286,253
1,198,669

1 Include Profit from Associates.

REFRESH GROUP LIMITED and its controlled entities 28

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

5. DIVIDENDS

A final dividend of 0.1 cent per share was announced on 29 August 2014 with payment made on 15 September 2014. No dividend was paid in the previous year.

Distributions paid:
Dividend of 0.1 cent per share (2013: $0) fully franked at the tax rate
of 30% (2013: 30%)
CONSOLIDATED
2014
$
2013
$
111,795
-
111,795
-

6. REVENUE AND EXPENSES

(a) Revenue
Sale of bottled water and accessories
(b) Employee benefits expense
Wages and Salaries
Workers’ compensation costs
Defined contribution superannuation costs
Provisions for Annual and Long Service Leave
Other employee benefits expense
(c) Finance income
Interest received
(d) Finance Costs
Bank loans and other borrowings
Finance charges payable under finance
leases and hire purchase contracts
(e) Cost of Sales
Inventory expensed
Inventory write-off
CONSOLIDATED
2014
2013
$
$
5,591,385
5,445,006
5,591,385
5,445,006
1,696,634
1,778,737
45,223
37,825
186,127
184,640
29,102
31,211
39,157
40,732
1,996,243
2,073,145
12,946
5,577
12,946
5,577
18,217
67,806
4,372
5,908
22,589
73,714
2,251,450
2,333,692
84,538
46,236
2,335,988
2,379,928

REFRESH GROUP LIMITED and its controlled entities 29

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

6. REVENUE AND EXPENSES (cont)

Depreciation & Amortisation
Depreciation expense
Amortisation
CONSOLIDATED
2014
2013
$
$
268,886
248,809
6,000
5,500
274,886
254,309

(f) Depreciation & Amortisation

(g) Bad and doubtful debts

Bad Debts Expense
Impairment of Property, Plant and Equipment
Reversal of impairment of Property, Plant and Equipment
Rental expense on operating lease
Lease payments
(2,468)
9,748
(2,468)
9,748
-
(21,407)
-
(21,407)
344,722
337,428
344,722
337,428

==> picture [237 x 11] intentionally omitted <==

----- Start of picture text -----

||
|---|
|(h) Impairment of Property, Plant and Equipment|

----- End of picture text -----

(i) Rental expense on operating lease

REFRESH GROUP LIMITED and its controlled entities 30

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

7. INCOME TAX

CONSOLIDATED CONSOLIDATED
2014 2013
$ $
The components of the tax expense(benefit)comprise:
Current tax 181,402 -
Deferred tax - -
Losses recouped not previously recognised (181,402) -
The prima facie tax expense/(benefit) on profit/(loss) from ordinary activities before
income tax is reconciled to the income tax as follows:
-
Accounting profit/(loss) before tax
580,456 (75,291)
Prima facie tax expense/(benefit) on profit/(loss) from
continuing activities before income tax at 30% (2013: 30%)
-
Income tax expense to accounting profit
174,134 (22,587)
Add tax effect of:
-
Non-deductible expenses
2,337 11,816
-
Deferred tax balances not brought to account
38,474 10,771
214,945 -
Less tax effect of:
Non-assessable income (33,543) -
Losses recouped not previously recognised (181,402) -
Income tax expense attributable to the entity - -
Unrecognised deferred tax balances:
The following deferred tax assets and liabilities have not been
brought to account:
Unrecognised deferred tax assets – losses 1,023,082 1,204,483
Unrecognised deferred tax assets – other 135,871 110,765
Unrecognised deferred tax liabilities (172,878) (193,467)
986,075 1,121,781

The tax benefits of the above deferred tax assets will only be obtained if:

the company derives future assessable income of a nature and of an amount sufficient to enable

  • (a) the benefits to be utilised;

(a) the company continues to comply with the conditions for deductibility imposed by law; and

  • (b) no changes in income tax legislation adversely affect the company in utilising the benefits.

Tax consolidation

Refresh Group Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under tax consolidation legislation. Each entity in the Group recognises its own current and deferred tax assets and - liabilities. Such taxes are measured using the “stand alone taxpayer” approach to allocation. Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax credits in the subsidiaries are immediately transferred to the head entity. The Group notified the Australian Tax Office that it had formed an income tax consolidated group to apply from 1 July 2005. The tax consolidated group has agreed that differences between the amounts of net tax assets and liabilities derecognised and the net amounts recognised are recognised as either a contribution by, or distribution to the head entity. The head entity is Refresh Group Limited.

REFRESH GROUP LIMITED and its controlled entities 31

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

8. DISCONTINUED OPERATIONS

On 10 December 2013, the consolidated group announced its decision to dispose of controlling interest in Refresh Waters Queensland P/L,

51% of this wholly-owned subsidiary was sold on 2 January 2014, thereby discontinuing its control in this business segment.

.Financial information relating to the discontinued operation to the date of disposal is set out below

The financial performance of the discontinued operation to the date of sale, which is included in profit/(loss) from discontinued operations per the statement of comprehensive income, is as follows:

Revenue
Cost of Sales
Expenses
Profit before income tax
Income tax expense
Profit attributable to members of the parent entity
Profit on sale before income tax
Income tax expense
Profit on sale after income tax
Total profit after tax attributable to the discontinued operation
The net cash flows of the discontinued division, which have been
incorporated into the statement of cash flows, are as follows:
Net cash inflow/(outflow) from operating activities
Net cash inflow from investing activities
Net cash (outflow)/inflow from financing activities
Net cash increase in cash generated by the discontinued division
Gain on disposal of the subsidiary included in gain from discontinued
operations per the statement of comprehensive income.
Consolidated
2014
$
822,659
Group
2013
$
1,439,592
(304,921)
(489,992)
(450,115)
(865,776)
67,623
83,824
-
-
67,623
83,824
376,680
-
-
-
376,680
444,303
83,824
9,887
12,831
(6,823)
(41,967)
-
3,064
(29,136)

376,680
-

REFRESH GROUP LIMITED and its controlled entities 32

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

9. EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing net profit/(loss) 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/(loss) 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 profit/(loss) and share data used in the total operations basic and diluted profit/(loss) per share computations:

From continuing and discontinued operations:
Profit/(Loss) attributable to equity holders of the parent
Weighted average number of ordinary shares for basic earnings
per share
Weighted average number of dilutive options outstanding
Basic/diluted earnings/(loss) per share (cents per share)
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents)
From continuing operations:
Profit/(Loss) attributable to equity holders of the parent
Weighted average number of ordinary shares for basic earnings
per share
Weighted average number of dilutive options outstanding
Basic/diluted earnings/(loss) per share (cents per share)
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents)
From discontinued operations:
Profit/(Loss) attributable to equity holders of the parent
Weighted average number of ordinary shares for basic earnings
per share
Weighted average number of dilutive options outstanding
Basic/diluted earnings/(loss) per share (cents per share)
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents)
CONSOLIDATED
2014
$
2013
$
580,456
(75,291)
98,885,271
97,952,501
5,000,000
16,500,000
0.60
(0.08)
0.56
(0.07)
136,152
(159,115)
98,885,271
97,952,501
5,000,000
16,500,000
0.14
(0.16)
0.13
(0.14)
444,303
83,824
98,885,271
97,952,501
5,000,000
16,500,000
0.45
0.08
0.43
0.07

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.

REFRESH GROUP LIMITED and its controlled entities 33

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

10. CASH AND CASH EQUIVALENTS

Cash at bank and in hand
Short-term bank deposits
CONSOLIDATED
2014
2013
$
$
240,962
224,194
1,020,668
-
1,261,630
224,194

Cash at bank and in hand earns interest at floating rates based on daily bank rates. The effective interest rate on short-term bank deposits was 3.5% (2013: 3.7%); these deposits have an average maturity of 90 days.

Reconciliation from the net profit / (loss) after tax to the
net cash flows from operations
Net (Loss) after income tax
Adjustments for:
Depreciation expense
Net (profit)/loss on disposal of property, plant and equipment
Other (Income)/ Expense
Interest (Income)/ Expense
(Gain)/Loss on the disposal of Business
Share of Associates Profit
Add Impairment of Non-current asset
Employee shares / options expensed
Changes in assets and liabilities
(Increase)/decrease in inventories
(Increase)/decrease in trade and other receivables
(decrease)/increase in trade and other payables
(decrease)/increase in short-term provisions
Net cash provided by /used in operating activities
580,456
(75,291)
277,146
293,303
4,709
(41,664)
(2,729)
(19,349)
9,642
(56,483)
(177,828)
-
(16,675)
11,700
5,500
-
-
(40,280)
(97,196)
62,910
(155,693)
(212,835)
217,658
(25,760)
54,413
470,456
125,198

Disposal of controlling interest in Refresh Waters Queensland Pty Ltd

During the year the controlled entity Refresh Waters Queensland Pty Ltd was sold. Aggregate details of this transaction are:

Disposal price
Cash consideration
Assets and liabilities held at disposal date:
Cash
Receivables
Inventories
Property, plant & equipment and goodwill
Payables
49% retained interest
Fair value adjustment
Fair value of 49% retained interest
Net gain on disposal
Net cash received
673,657
-
673,657
-
14,172
-
237,769
-
300,084
-
823,146
-
(588,194)
-
786,977
-
392,563
-
97,437
-
490,000
-
296,977
-
376,680
-
673,657
-

REFRESH GROUP LIMITED and its controlled entities 34

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

11. TRADE AND OTHER RECEIVABLES

Current
Trade receivables
Provision for impairment of receivables
Other receivables
Prepayments
Non-Current
Loan to Associates
CONSOLIDATED
2014
2013
$
$
436,924
615,720
(3,386)
(15,000)
433,538
600,720
87,723
99,495
17,230
88,699
538,491
788,914
474,099
-
474,099
-

Provision for impairment of Receivables

Movement in the provision for impairment of receivables is as follows:

Balance at the beginning of the year
Impairment losses recognised on receivables
Amounts recovered during the year
Impairment losses reversed
Balance at the end of the year
CONSOLIDATED
2014
2013
$
$
15,000
18,000
3,386
-
-
-
(15,000)
(3,000)
3,386
15,000

Specific provision for bad debt is made for all outstanding receivables not paid within 90 days.

Consolidated
2014
Trade receivables
Other receivables
2013
Trade receivables
Other receivables
Gross
Amount
Past due
and
impaired
Past due but not impaired
(days overdue)
Within initial
trade terms
31-60
61-90
>90
436,924
3,386
172,449
14,725
1,350
245,014
87,723
-
-
-
-
87,723
524,647
3,386
172,449
14,725
1,350
332,737
615,720
15,000
215,266
23,401
-
362,053
99,495
-
4,249
-
83,365
11,881
715,215
15,000
219,515
23,401
83,365
373,934

All of the Group’s trade and other receivables have been reviewed for indications of impairment. None of the trade receivables were required to be impaired.

REFRESH GROUP LIMITED and its controlled entities 35

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

12. INVENTORIES

Raw materials (at cost)
Finished goods (at cost)
Total inventories at cost
Provision for slow moving Inventories
Total inventories at cost or net realizable value
CONSOLIDATED
2014
2013
$
$
379,036
475,032
410,943
560,211
789,979
1,035,243
(49,091)
(70,035)
740,888
965,208

13. PROPERTY, PLANT AND EQUIPMENT

Cost
Opening
Balance
1July13
Additions
Disposals
Disposals of
controlling
interest on
subsidiaries
Closing
Balance
30June14
Accumulated
Depreciation
Opening
balance
1July13
Charge for the
year
Depreciation
on disposals
Disposals of
controlling
interest on
subsidiaries
Closing
Balance
30June14
Net Book
Value
Opening
balance
1July13
Closing
balance
30June14
Plant &
Equipment
Furniture
& Fittings
Office
Equipment
Motor
Vehicle
Pallets
Equipment
Leased
Provision
of PPE
Impairment
Total
2,217,482
345,372
116,543
527,762
309,696
291,175
-
3,808,030
90,074
66,863
3,942
63,427
85,639
(5,701)
-
304,244
(22,007)
(25,333)
(483)
(32,023)
(1,711)
-
-
(81,556)
(359,203)
(117,533)
(9,760)
(47,753)
(72,302)
(82,859)
-
(689,411)
1,926,346
269,370
110,241
511,412
321,323
202,615
-
3,341,307
(970,071)
(185,714)
(85,222)
(279,526)
(171,767)
(195,883)
-
(1,888,183)
(130,977)
(26,837)
(10,469)
(53,676)
(31,869)
(15,058)
-
(268,886)
11,962
19,832
450
6,530
802
-
-
39,577
145,291
44,383
9,475
30,285
22,019
53,131
-
304,584
(943,796)
(148,336)
(85,765)
(296,387)
(180,815)
(157,810)
-
(1,812,908)
1,247,411
159,658
31,321
248,236
137,929
95,292
-
1,919,847
982,550
121,034
24,477
215,025
140,508
44,805
-
1,528,399

REFRESH GROUP LIMITED and its controlled entities 36

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

13. PROPERTY, PLANT AND EQUIPMENT (cont)

Cost
Opening
Balance
1July12
Additions
Disposals
Reversal of
Impairment
Closing
Balance
30June13
Accumulated
Depreciation
Opening
Balance
1July12
Charge for
the year
Depreciation
on disposals
Closing
Balance
30June13
Net Book
Value
Opening
balance
1July12
Closing
balance
30June13
Plant &
Equipment
Furniture &
Fittings
Office
Equipment
Motor
Vehicle
Pallets
Equipment
Leased
Provision of
PPE
Impairment
Total
2,038,940
335,341
153,463
517,985
307,719
298,585
(21,407)
3,630,626
201,098
10,031
7,647
39,582
40,376
(7,410)
-
291,324
(22,556)
-
(44,567)
(29,805)
(38,399)
-
-
(135,327)
-
-
-
-
-
-
21,407
21,407
2,217,482
345,372
116,543
527,762
309,696
291,175
-
3,807,670
(848,884)
(156,344)
(104,854)
(244,591)
(174,384)
(167,799)
-
(1,696,856)
(125,563)
(29,370)
(24,935)
(56,651)
(28,699)
(28,084)
-
(293,302)
4,376
-
44,567
21,716
31,316
-
-
101,975
(970,071)
(185,714)
(85,222)
(279,526)
(171,767)
(195,883)
-
(1,888,183)
1,190,056
178,997
48,609
273,394
133,335
130,786
(21,407)
1,933,770
1,247,411
159,658
31,321
248,236
137,929
95,292
-
1,1919,847

The carrying value of Motor Vehicle held under finance leases and hire purchase contracts at 30 June 2014 is $0 (2013: $46,550). Leased assets and assets under hire purchase contracts are pledged as security for the related finance lease and hire purchase liabilities.

14. INTANGIBLE ASSETS

At 1 July 2013
Additions
Amortisation
Disposals on controlling
interest on subsidiaries
At 30 June 2014
CONSOLIDATED
Goodwill
Customer
List
Trademarks
**Total **
$
$
$
$
752,052
24,500
5,263
781,815
-
-
300
300
-
(6,000)
-
(6,000)
(456,837)
-
(600)
(457,437)
295,215
18,500
4,963
318,678

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 other than the customer list which has a definite life of 5 years amortisation is on a straight line basis.

As at 30 June 2014, these assets were tested for impairment (see Note 15).

REFRESH GROUP LIMITED and its controlled entities 37

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

15. IMPAIRMENT TESTING OF GOODWILL, OTHER INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit (CGU) level. Goodwill is allocated to those CGU’s that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management monitors goodwill.

CGU’s to which goodwill has been allocated (determined by the Group’s management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or CGU’s are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment losses for CGU’s reduce first the carrying amount of any goodwill allocated to that CGU. Any remaining impairment loss is charged pro rata to the other assets in the CGU. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment charge is reversed if the CGU’s recoverable amount exceeds its carrying amount.

An impairment loss is recognized for the amount by which the assets or CGU’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each CGU and determines a suitable interest rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as necessary to exclude the effects of futures reorganisations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect management’s assessment of respective risk profiles, such as market and asset-specific risks factors .To determine fair value less costs to sell, management needs to identify a comparable transaction or provide a market for the transaction for fair value to be assessed. AASB 136 provides that management can choose either method to provide the highest value. For this reason, the Group has calculated the value-in-use for Perth and Hydr8 Water. Fair value less costs to sell has been used for the Sydney CGU’s. Fair value was determined from an offer made by Saisan Co Ltd – a Japanese company with a bottled water division that is seeking to expand outside Japan.

15.1 Refresh Waters Perth cash-generating unit

The carrying amount of goodwill for this generating unit is $41,461. The recoverable amount of the Perth cashgenerating unit has 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 15%.Cashflows beyond 5 years of forecast are assumed to have no growth therefore the long term growth has been set at 3%

The Board anticipates growth in revenue of around 6% for each of the next 5 years, with a net profit margin before tax of 16% for Perth.

Management believes that any reasonably possible change in the key assumptions on which Perth’s recoverable amount is based would not cause Perth’s carrying amount to exceed its recoverable amount

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

15.2 Refresh Waters Sydney cash-generating unit

The carrying amount of goodwill for this generating unit is $113,182, including goodwill of Moores. The recoverable amount of Sydney cash-generating unit has been determined based on fair value.

Management has based the fair value calculations on an offer received from Saisan Co Ltd.

REFRESH GROUP LIMITED and its controlled entities 38

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

15. IMPAIRMENT TESTING OF GOODWILL, OTHER INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT (cont)

15.3 Refresh Waters Melbourne cash-generating unit

Melbourne purchased a customer list which has a carrying value of $18,500. This will be amortised over 5 years. For year ending 30 June 2014, a charge of $6,000 was recognised. The Group also assessed the customer list for impairment using the value-in-use method.

15.4 Hydr8 Water cash-generating unit

The carrying amount of goodwill for this cash-generating unit is $140,572. 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 15%. Cash flows beyond 5 years of forecast are assumed to have no growth therefore the long term growth has been set at 15%

The Board anticipates growth in revenue of approximately 7% for the next 5 years, with a net profit margin of 15% for Hydr8.

Management believes that any reasonably possible change in the key assumptions on which Hydr8’s recoverable amount is based would not causes Hydr8’s carrying amount to exceed its recoverable amount

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

16. TRADE AND OTHER PAYABLES

Current
Trade payables
Other payables
CONSOLIDATED
2014
2013
$
$
305,245
324,564
308,637
355,790
613,882
680,354

Trade payables are non-interest bearing and are normally settled on 60-day terms.

17. FINANCIAL LIABILITIES

The Company has no borrowing and no financial liability in the current year.

Current
Obligations under finance leases and
hire purchase contracts (Note 22)
Short term related party loans
Non-current
Obligations under finance leases and
hire purchase contracts (Note 22)
Effective
interest
rate
Maturity
CONSOLIDATED
2014
2013
$ $
9.9-10.7%
< 1 year
12-20%
< 1 year
9.9-10.7%
1 – 5 years
-
21,098
-
270,000
-
291,098
-
25,452
-
25,452

REFRESH GROUP LIMITED and its controlled entities 39

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

18. CONTINGENT LIABILITIES

Current
Financial guarantees
CONSOLIDATED
2014
$ 2013
$
19,000
19,000

The financial guarantee relates to a bank guarantee given to our Melbourne landlord in lieu of rental bond.

The Group has recognised liabilities representing current and potential exposure to guarantees that it has issued to third parties in relation to the performance and obligations of controlled entities with respect to banking facilities, approved deeds and property lease rentals.

19. PROVISIONS AND ACCRUALS

Short term provisions
Annual Leave
Long Service Leave
Accruals
Long term provisions
Long Service Leave
Consolidated Group
Opening balance at 1 July 2013
Additional provisions
Amounts used
Disposal of controlling interest in subsidiaries
Balance at 30 June 2014
CONSOLIDATED
2014
2013
$ $ 100,266
94,415
52,285
42,210
24,244
38,065
176,795
174,690
24,487
27,075
Accruals
Employee
Benefits
Total
$
$
$
38,066
163,699
201,765
-
29,772
29,772
(13,823)
(671)
(14,494)
-
(15,762)
(15,762)
24,243
177,038
201,281

REFRESH GROUP LIMITED and its controlled entities 40

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

19. PROVISIONS AND ACCRUALS (cont)

Provision for Employee Benefits

Provision for employee benefits represents amounts accrued for annual leave and long service leave.

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

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

In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits have been discussed in Note 3.8

Analysis of total provisions

Current
Non-current
CONSOLIDATED
2014
$
2013
$
176,795
174,690
24,487
27,074
201,282
201,765

20. ISSUED CAPITAL AND RESERVES

The share capital of Refresh consists only of fully paid ordinary shares. These shares have no par value.

Ordinary Shares
Issued and fully paid
Fund raising costs
Movement in ordinary shares
At 30 June 2012
Issued shares to Australian Glamour Pty Ltd on 11/7/12
Issued shares to directors in lieu fees on 12/7/12
Fund raising costs
At 30 June 2013
Issued shares to Ms. Bee Leng Yeap on 16/06/2014
Issued shares to Dr Tanri Abeng on 16/06/2014
Fund raising costs
At 30 June 2014
No. CONSOLIDATED
2014
2013
$
$
9,299,085
8,786,495
(24,070)
(3,411)
9,275,015
8,783,084
$
8,406,595
300,000
79,900
(3,411)
8,783,084
466,000
50,001
(24,070)
9,275,015
86,046,065
10,000,000
2,282,859
-
98,328,924
10,355,555
1,111,111
-
109,795,590

Details of the balance of and movements in reserves can be found in the Statement of Changes in Equity.

REFRESH GROUP LIMITED and its controlled entities 41

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

20. ISSUED CAPITAL AND RESERVES (cont)

Capital management

The capital of the Group is managed in order to maintain a good debt to equity ratio, provide the shareholders with adequate returns and ensure that the group can fund its operations and continue as a going concern.

The Group’s capital includes ordinary share capital and financial liabilities.

There are no externally imposed capital requirements.

Capital is managed by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and the market. These responses include the management of debt levels, and share issues.

There has been no change in the strategy adopted by management to control the capital of the Group since the prior year.

Nature and purpose of reserves

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 26 for further details of these plans.

Transactions in the year Nil Amount of reserve $191,712

21. FINANCIAL RISK MANAGEMENT

The Board reviews and agrees on policies for managing risks and they are summarised below.

Interest Rate Risk

The main risk the Group is exposed to through its financial instruments is interest rate risk. The Group’s policy is to manage its risk using a mix of fixed and variable rate debt.

Note 22 Financial Instruments sets out the carrying amount, by maturity, of the financial instruments that are exposed to interest rate risk.

Foreign Currency and Price Risk

Foreign currency fluctuation does not affect the Group’s income as almost all our sales are within Australia. However, it does affect the price of raw materials and in turn, the final price of our purchases.

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.

Liquidity Risk

The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash reserves are maintained. A cash and commitment report forms part of the monthly management reports forwarded to the Board.

REFRESH GROUP LIMITED and its controlled entities 42

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

22. FINANCIAL INSTRUMENTS

The Group’s principal financial instruments comprise finance leases and hire purchase contracts, cash and short-term deposits. The main purpose of these financial instruments is to raise finance for Group operations.

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

Fair values

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

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

Liquidity risk analysis

Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its liquidity needs by monitoring scheduled debt servicing payments for long–term financial liabilities as well as forecast inflows and outflows due in day-to-day business.

Year ended 30 June 2013
CONSOLIDATED
Financial Assets
Cash assets
Loans and Receivables
Financial Liabilities
At amortised cost
Loans and Payables
Hire purchase liability
Year ended 30 June 2014
CONSOLIDATED
Financial Assets
Term Deposits
Cash assets
Loans and Receivables
Financial Liabilities
At amortised cost
Loans and Payables
Hire purchase liability
Floating
Interest
Rate
Fixed
Interest
Rate
Maturity
Non-
Interest
Bearing
Total
< 1 year
2 to 5
years
$ $
$
$
2 – 3%
-
-
-
-
12-20%
-
9.9-10.7%
Floating
Interest
Rate
Fixed
Interest
Rate
224,194
-
-
224,194
-
-
700,215
700,215
224,194
-
700,215
924,409
270,000
-
674,526
944,526
21,098
25,452
-
46,550
291,098
25,452
674,526*
991,076
Maturity
Non-
Interest
Bearing
Total
< 1 year
2 to 5
years
$ $
$
$
-
2.4 – 3%
3 – 3.7%
-
-
-
-
-
-
-
921,828
339,802
-
-
-
-
921,828
339,802
-
-
1,012,590
1,012,590
1,261,630
-
1,012,590
2,274,220
-
-
613,882
613,882
-
-
-
-
-
-
613,882*
613,882

*Non-interest bearing debt is expected to be settled in less than 60 days.

REFRESH GROUP LIMITED and its controlled entities 43

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

22. FINANCIAL INSTRUMENTS (cont)

Fair Values

The fair values of other assets and other liabilities approximate their carrying value.

No financial assets and financial liabilities are readily traded on organised markets in standardised form.

Financial assets where the carrying amount exceeds fair value have not been written down as the Group intends to hold these assets to maturity.

Sensitivity Analysis

The Group has no borrowing and as such, changes in interest rate will have no effect on its profit or equity. Interest rate movements on cash balances would not be material.

As almost all revenue is derived from Australia, foreign currency fluctuation has minimal effect on its profit or equity.

23. COMMITMENTS

Operating lease commitments

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

Location Expiry Lease Terms
Kalgoorlie 01/07/16 2 year lease
Melbourne 01/07/17 3 year lease
Perth 01/07/16 7 + 3 + 3 years
Sydney 30/04/15 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
2014
2013
$
$
337,868
396,737
152,100
514,420
489,968
911,157

REFRESH GROUP LIMITED and its controlled entities 44

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

23. COMMITMENTS (cont)

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 are as 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
2014
2013
Minimum
payments
Minimum
payments
$
$
-
24,938
-
27,017
-
51,955
-
(5,405)
-
46,550

24. RELATED PARTY DISCLOSURES

The Group’s main related parties are as follows:

(i) Key management personnel:

Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity, are considered key management personnel.

For details of disclosures relating to key management personnel, refer to Note 27.

(ii) Entities subject to significant influence by the Group:

An entity that has the power to participate in the financial and operating policy decisions of an entity, but does not have control over those policies, is an entity which holds significant influence. Significant influence may be gained by share ownership, statute or agreement.

For details of interests held in associated companies, refer to Note 30.

(iii) Other related parties:

Other related parties include entities controlled by the ultimate parent entity and entities over which key management personnel have joint control.

REFRESH GROUP LIMITED and its controlled entities 45

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

24. RELATED PARTY DISCLOSURES (cont)

24.1 Transactions With Related Parties

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

Consolidated Group
2014 2013
$ $
(i) Associated companies:
Sale of goods and services:
Goods 2,470 -
Management fees and occupancy fees paid to Refresh 8,400 -
Group Ltd from associates
Dividend revenue:
Dividends received and receivable from associated - -
companies
Interest revenue:
Interest received and receivable from associated 6,076 -
companies
(ii) Key management personnel:
Finder fees paid to Harford Vantage Australia Pty Ltd 50,625 -
which Jamie Khoo have a beneficial interest
24.2 Amounts outstanding from related parties:
Trade and other receivables:
Unsecured loan is made to associate company, Refresh Waters
Queensland Pty Ltd on an arm’s length basis. Repayment is
made from positive cash flow Interest is charged at cash rate
plus 0.5%, which was last charged at 3% (2013: not applicable)
(i) Loans to associated companies:
Beginning of the year 497,684 -
Loans advanced 466,026 -
Loan repayment received (495,687) -
Interest charged 6,076 -
Interest received - -
End of the year 474,099 -

REFRESH GROUP LIMITED and its controlled entities 46

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

24. RELATED PARTY DISCLOSURES (cont)

24.3 Amounts Payable to Related Parties:

Trade and Other Payables:

Unsecured, at-call loans are provided by shareholders on
an arm’s length basis. Interest is charged at 12 or 20%
(2013: 12 or 20%) and is payable monthly.
(i)
Loans from other related parties:
Beginning of the year
Loans advanced
Loan repayment received
Interest charged – 12%
Interest paid
End of the year
(ii)
Loans from other related parties:
Beginning of the year
Loans advanced
Loan repayment received
Interest charged – 20%
Interest paid
End of the year
Consolidated Group
2014
$
2013
$
210,000
250,000
70,000
40,000
(280.000)
(80.000)
13,689
28,072
(13,689)
(28,072)
-
210,000
60,000
140,000
-
-
(60,000)
(80,000)
2,164
22,584
(2,164)
(22,584)
-
60,000

25. AUDITORS’ REMUNERATION

Remuneration of the auditor of the parent entity for:
•audit and review of the financial reports
•other services
(b)
tax compliance
(c)
advisory
Remuneration of related practices of the parent entity auditor
for :

Audit Protection Service
Total
CONSOLIDATED
2014
2013
$ $
50,000
63,300
10,000
10,000
-
2,300
60,000
75,600
-
1,564
60,000
77,164

26. EMPLOYEE BENEFITS

26.1 Directors’ and Executives’ Option Scheme

On 31 October 2005, the shareholders of Refresh Group Limited 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 key 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 key management personnel of Refresh are eligible to be issued with options to acquire unissued ordinary fully paid shares in Refresh. The options will be issued for no consideration. They have an exercise period of one year.

During the financial year, no option was granted as equity compensation benefits under the DEOS.

REFRESH GROUP LIMITED and its controlled entities 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

26. EMPLOYEE BENEFITS (cont)

26.2 Employee Share Scheme

On 31 October 2005, the shareholders of Refresh Group Limited 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.

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 invited employees to participate in the ESS based on factors such as their length of service, grade or position in Refresh. 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 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.

During the financial year 209,400 shares were issued under the ESS.

27. DIRECTORS’ AND KEY MANAGEMENT PERSONNEL DISCLOSURE

Details of the remuneration paid or payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 2014 are in the Remuneration Report contained in the Directors’ Report.

The totals of remuneration paid to KMP of the company and the Group during the year are as follows:

Short-term employee benefits1
Post-employment benefits2
Other long-term benefits3
Total KMP compensation
2014
$
2013
$
599,076
586,069
54,619
48,982
15,441
4,075
669,136
639,126

1 Short-term employee benefits

These amounts include fees and benefits paid to the non-executive directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP.

2 Post-employment benefits

These amounts are the current-year’s estimated cost of providing for the Group’s defined benefits scheme postretirement, superannuation contributions made during the year.

3 Other long-term benefits

These amounts represent long service leave benefits accruing during the year, long-term disability benefits and deferred bonus payments.

REFRESH GROUP LIMITED and its controlled entities 48

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

28. PARENT ENTITY

28.1 Statement of Financial Position

ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Other financial assets
Total Non-Current assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Financial liabilities
Short-term provisions and accruals
Total Current Liabilities
Non-Current Liabilities
Long-term provisions
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Share Reserve
Accumulated losses
TOTAL EQUITY
Parent
2014
2013
$
$
903,381
147,610
419
16,075
903,800
163,685
3,668,794
2,017,696
3,668,794
2,017,696
4,572,594
2,181,381
92,388
136,298
-
60,000
105,421
96,633
197,809
292,931
4,300
3,320
4,300
3,320
202,108
296,251
4,370,487
1,885,130
9,275,014
8,783,084
191,713
191,713
(5,096,240)
(7,089,667)
4,370,487
1,885,130

The parent entity has not entered into a deed of cross guarantee nor are there any contingent liabilities at the year end. There are no contractual commitments by the parent for the acquisition of PPE.

28.2 Financial performance

Profit/ (Loss) for the year
Other comprehensive income, net of tax
Total comprehensive income
Parent
2014
2013
$
$
1,993,427
(559,655)
-
-
1,993,427
(559,655)

REFRESH GROUP LIMITED and its controlled entities 49

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

29. INTEREST IN SUBSIDIARIES

29.1 Information about Principal Subsidiaries

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

Principal Place Ownership Interest Ownership Interest Proportion of Proportion of
Name of Subsidiary of Business Held by the Group Non-controlling Interests
2014 2013 2014 2013
% % % %
Refresh Waters Pty Ltd Australia 100 100 - -
Refresh Waters Queensland Pty Ltd Australia - 100 - -

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

29.2 Significant Restrictions

There are no significant restrictions over the Group’s ability to access or use assets, and settle liabilities.

29.3 Disposal of Controlled Entities

On 2 January 2014, the parent disposed of its 51% interest in Refresh Waters Queensland Pty Ltd. The total gain recognised in respect of the disposal of Refresh Waters Queensland Pty Ltd amounted to $376,680 and was recognised in profit or loss as a part of other income. No remaining interest in the entity was held by any member of the consolidated entity subsequent to disposal of the parent’s 51% interest. Accordingly, no portion of the gain recorded on the disposal of the interest in Refresh Waters Queensland Pty Ltd is attributable to measuring any investment retained in the former subsidiary when control was lost.

30. ASSOCIATES

30.1 Information about Principal Associates

Set out below are the material associates of the Group. All of the entities listed below have share capital consisting solely of ordinary shares The proportion of ordinary shares held by the Group equals the voting rights held by the Group. Each entity’s place of incorporation is its principal place of business.

Place of Proportion of Ordinary
Business/ Share Interests / Measurement
Name of Associates Incorporation Participating Share Method Carrying Amount
2014
2013
2014 2013
%
%
$ $
Refresh Waters Queensland, 49
-
Equity 506,675 -
Queensland Pty Ltd Australia

30.2 Summarised Financial Information for Associates

Set out below is the summarised financial information for the Group’s material investments in associates. Unless otherwise stated, the disclosed information reflects the amounts presented in the AustralianAccounting-Standards financial statements of the associates. The following summarised financial information, however, reflects the adjustments made by the Group when applying the equity method, including adjustments for any differences in accounting policies between the Group and the associates:

REFRESH GROUP LIMITED and its controlled entities 50

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

30. ASSOCIATES (cont)

30.2 Summarised Financial Information for Associates (cont)

30.2
Summarised Financial Information for Associates (cont)
Summarised Financial Position
Total current assets
Total non-current assets
Total current liabilities
Total non-current liabilities
NET ASSETS
Group’s share (%)
Group’s share of associates’ net assets
Fair Value Adjustment
Group’s share of associates’ net assets
Summarised Financial Performance
Revenue
Profit after tax from continuing operations
Profit after tax from discontinued operations
Other comprehensive income
Total comprehensive income
Dividends paid
Group’s share of associates’ profit after tax from continuing operations
Group’s share of associates’ other comprehensive income
Group’s share of dividends paid
Reconciliation to Carrying Amounts
Group’s share of associates’ opening net assets
Investments during the period
Group’s share of associates’ profit after tax from continuing operations
Group’s share of associates’ other comprehensive income
Group’s share of dividends paid by associates
Disposals during the period
Reclassifications during the period
Group’s share of associates’ closing net assets (closing carrying
amount of investment)
Refresh Waters Queensland
2014
2013
$
$
500,405
-
903,171
-
(90,954)
-
(477,443)
-
835,178
-
49%
-
409,237
-
97,438
-
506,675
-
787,978
-
34,031
-
-
-
-
-
34,031
-
-
-
16,675
-
-
-
-
-
-
-
490,000
-
16,675
-
-
-
-
-
-
-
-
-
506.675
-

31. EVENTS AFTER THE BALANCE SHEET DATE

On 29 August 2014, the Company raised $100,000 through the placement of 2,000,000 new shares at 5 cents per share.

REFRESH GROUP LIMITED and its controlled entities 51

DIRECTORS DECLARATION

In accordance with a resolution of the Directors of Refresh Group Limited, I state that:

In the opinion of the Directors:

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

  • (i) giving a true and fair view of the consolidated entity's financial position as at 30 June 2014

  • (ii) and of its performance for the year ended on that date; and

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

  • (iv) the remuneration disclosures within the Remuneration Report comply with S300A Corporation Act; and

  • (b) the Chief Executive Officer and acting Chief Financial Officer have declared that

  • (i) the financial records of the Group for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

  • (ii) the financial statements and associated notes comply in all material respects with the Australian Accounting Standards as required by Section 296 of the Corporations Act 2001 and

  • (iii) the financial statements and associated notes give a true and fair view, in all material respect, of the financial position as at 31 June 2014 and performance of the Group and consolidated entity for the year then ended as required by Section 297 of the Corporations Act 2001.

  • (c) the financial report also complies with International Financial Reporting Standards as disclosed in Note 3.1.

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

On behalf of the Board

==> picture [76 x 33] intentionally omitted <==

Henry Heng Managing Director Perth, 24 September 2014

REFRESH GROUP LIMITED and its controlled entities 52

==> picture [170 x 43] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF REFRESH GROUP LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Refresh Group Limited (the company) and its controlled entities (the consolidated entity), which comprises the consolidated statement of financial position as at 30 June 2014, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration of the consolidated entity, comprising the company and the entities it controlled at the year's end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation 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 control 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. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards (IFRS) ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. 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 judgment, 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 . We confirm that the independence declaration required by the Corporations Act 2001 , provided to the directors of Refresh Group Limited, would be in the same terms if provided to the directors as at the date of this auditor's report

53

Moore Stephens Perth ABN 75 368 525 284 Level 3, 12 St Georges Terrace Perth, Western Australia 6000 Telephone +61 8 9225 5355 Facsimile +61 8 9225 6181 Email [email protected] Website www.moorestehphens.com.au An independent member of Moore Stephens International Limited – member firms in principal cities throughout the world. The Perth Moore Stephens Firm is not a partner or agent of any other Moore Stephens Firm Liability limited by a scheme approved under Professional Standards Legislation

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:

giving a true and fair view of the consolidated entity’s financial position as at 30 June 2014 and of itsperformance for the year ended on that date; and

complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

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

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 7 to 10 of the directors’ report for the year ended 30 June 2014. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion, the Remuneration Report of Wavenet International Limited for the year ended 30 June 2014 complies with Section 300A of the Corporations Act 2001.

==> picture [66 x 26] intentionally omitted <==

==> picture [97 x 28] intentionally omitted <==

NEIL PACE MOORE STEPHENS PARTNER CHARTERED ACCOUNTANTS

Signed at Perth this 24th day of September 2014.

54

An independent member of Moore Stephens International Limited – member firms in principal cities throughout the world.

CORPORATE GOVERNANCE STATEMENT

The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such, Refresh and its controlled entities have adopted a corporate governance framework and practices to ensure they meet the interests of shareholders.

Refresh complies with the Australian Securities Exchange Corporate Governance Council’s Corporate Governance Principles and Recommendations (‘the ASX Principles’). This statement incorporates the disclosures required by the ASX Principles under the headings of the eight core principles. All of these practices, unless otherwise stated, were in place for the full reporting period.

Further information on the Group’s corporate governance policies and practices can be found on Refresh website at www.refreshgroup.com.au.

Board Composition

The Board undertakes checks before appointing a person as a director. The skills, experience and expertise relevant to the position of each director who is in office at the date of the annual report and their term of office are detailed in the Directors’ Report.

The independent directors of the company are Mr Mun Yew Chan and Dato’ Eddie Soong.

When determining whether a non-executive director is independent the director must not fail any of the following materiality thresholds:

  • has not been employed in an executive capacity by Refresh or any of its subsidiaries and there has not been a period of at least three years between ceasing such employment and serving on the Board;

  • has not within the last three years been, a partner, director or senior employee of a provider of material professional services to Refresh or any of its subsidiaries;

  • has not within the last three years, been in a material business relationship (e.g. as a supplier or customer) with Refresh or any of its subsidiaries, or an officer of, or otherwise associated with, someone of such relationship;

  • is not a substantial shareholder of Refresh or an officer of, or otherwise associated with a substantial shareholder of Refresh;

  • has no material contractual relationship with Refresh or its subsidiaries other than as a director;

  • does not have close family ties with any person who falls within any of the categories described above; or

  • has not been a director of Refresh for such a period that his or her independence may have been compromised..

Independent directors have the right to seek independent professional advice in the furtherance of their duties as directors at the Company’s expense. Written approval must be obtained from the chair prior to incurring any expense on behalf of the Company.

Board Roles and Responsibilities

The Board is first and foremost accountable to provide value to its shareholders through delivery of timely and balanced disclosures. The document on Board Charter and management delegations has been made public available on the company’s website: www.refreshgroup.com.au. This document details the adopted practices and processes in relation to matters reserved for the Board’s consideration and decision making. The Board is ultimately responsible for ensuring its actions are in accordance with key corporate governance principles.

Nominations Committee

The Board has considered the need for a Nominations Committee and in view of the small size of its Board, considers it is more appropriate for such responsibilities to be met by the full Board rather than a separate committee.

Audit Committee

The names and qualifications of members of the Audit Committee and their attendance at meetings of the Committee are included in the Directors’ Report.

Remuneration Committee

The names and qualifications of members of the Remuneration Committee and their attendance at meetings of the Committee are detailed in the Directors’ Report.

REFRESH GROUP LIMITED and its controlled entities 55

CORPORATE GOVERNANCE STATEMENT

Performance Evaluation

Regular communication between directors and the Chairman is encouraged and an annual formal review of the requirements and performance of all directors is conducted. The performance of a director is continually monitored by the Chairman and peers.

  • Board performance is reviewed by the full Board.

  • The performance of the Chair is reviewed by other directors and the results discussed with the Chair by the elected lead director.

The performance of individual directors is reviewed by the Board and the results discussed with the respective Chair.

Remuneration Policies

Details on remuneration policies for key management personnel are stated in the Directors’ Report.

Ethical Standards

The Board acknowledges and emphasises the importance of all directors and employees maintaining the highest standards of corporate governance practice and ethical conduct.

A code of conduct has been established requiring directors and employees:

  • act honestly and in good faith;

  • exercise due care and diligence in fulfilling the functions of office;

  • avoid conflicts and make full disclosure of any possible conflict of interest;

  • comply with the law;

  • encourage the reporting and investigating of unlawful and unethical behaviour; and

  • comply with the share trading policy outlined in the Code of Conduct.

Directors are obliged to be independent in judgement and ensure all reasonable steps are taken to ensure due care is taken by the Board in making sound decisions.

Trading Policy

The Group has established a share trading policy which governs the trading in the Group’s shares and applies to all Directors and employees of the Group. Details of the Company’s Trading Policy are posted on its website: www.refreshgroup.com.au.

Anyone who has material non-public information cannot buy or sell Company shares, even during a period when trading is otherwise permitted.

A restricted person is not permitted to trade in Company shares during the following periods:

  • a. Two weeks prior to the release of the following reports:

    • i. Half Year Report ii. Annual Financial Report
  • b. Any time the restricted person is in possession of material information until after release of the information to

  • ASX or termination of negotiation or event.

Diversity Policy

Diversity includes, but is not limited to, gender, age, disability, ethnicity, marital or family status, religious or cultural background, sexual orientation and gender identity. The Company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent. This diversity policy outlines the requirements for the Board to develop measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives.

No. %
Women on the Board 0 0
Women in senior management roles 0 0
Women employees in the Company 11 18

REFRESH GROUP LIMITED and its controlled entities 56

CORPORATE GOVERNANCE STATEMENT

Shareholder Rights

Shareholders are entitled to vote on significant matters impacting on the business, which include the election and remuneration of directors, changes to the constitution and receipt of the annual and interim financial statements. Shareholders are strongly encouraged to attend and participate in the Annual General Meetings of Refresh Group Limited, to lodge questions to be responded by the Board and /for the CEO, and are able to appoint proxies.

Risk Management

The Company's business strategies and activities involve risk. Risk is minimised to the extent it does not inhibit the Company or its controlled entities from pursuing its goals and objectives with a considered and balanced view of risk. A program has been commenced to identify, assess and manage risk in the context of the Company’s strategies, as well as regular assessment of the performance of the risk management system.

The Board is responsible for overseeing the risk management system and is the recipient of risk reporting from management. It is also responsible for approving the risk management policy, framework and risk tolerance of the Company. The responsibility for regular review of the risk management system has been delegated to the Audit Committee, which will conduct these reviews at least half-yearly.

Senior management are responsible for the establishment and implementation of a risk management system which will identify, assess and manage all material risks in the business. Through the executive management committee, a formal process is being developed to further improve the current system of risk management adopted in the operations of the Company. The executive management committee is also responsible for the reinforcement of a risk management culture throughout the Company.

The annual business plan for the Company considers key risks and the risk management strategies. This plan is prepared by management and approved by the Board at the commencement of each financial year. Regular reviews and assessment of performance against the plan is submitted by management to the Board.

The Company has implemented and documented a range of policies and procedures throughout the operations that provide a sound system of internal control. It also purchases insurance, where appropriate, as a means of risk transfer.

REFRESH GROUP LIMITED and its controlled entities 57

SHAREHOLDER INFORMATION

Shareholder information set out below was as at 23 September 2014

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
2
14
174
182
60
**432 **
19

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

Name
MS BEE LENG YEAP
AUSTRALIAN GLAMOUR PTY LTD
MR HENRY ENG CHYE HENG + MS SOK HWA NGOH

DR ANTHONY GUAN CHEOW SOH
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA
MR EDMUND SOON KIN TEO + MRS JANICE TEO

MR BOON KHENG ONG
MS INN HOON JUDY ONG
MS ING CHENG DIANA ONG
MS MAY PHENG LEONG
MR DJUANDA HADI
MR ENG HUAT ONG
MR HARYANTO
MR YONG WEI POR
MS WENYUN VENETIA SU
MR MENG LEONG LYE
DR CHEE SENG SEAH
MR HENRY ENG CHYE HENG + MR EDMUND SOON KIN TEO

MR JUAN HUI GOH
CITICORP NOMINEES PTY LIMITED
Total Top 20
Total Shares on Issue

Total Options on Issue
Shares
%
10,355,555
9.3%
10,000,000
8.9%
8,860,700
7.9%
8,025,028
7.2%
7,692,308
6.9%
6,793,900
6.1%
6,040,529
5.4%
5,411,550
4.8%
4,851,900
4.3%
3,846,154
3.4%
3,604,550
3.2%
2,010,000
1.8%
2,000,000
1.8%
1,923,077
1.7%
1,923,077
1.7%
1,685,000
1.5%
1,410,000
1.3%
1,311,800
1.2%
1,300,000
1.2%
1,112,148
1.0%
90,157,276
80.6%
111,795,590
5,000,000

REFRESH GROUP LIMITED and its controlled entities 58

SHAREHOLDER INFORMATION

Substantial Shareholders - Ordinary Shares

Shares %
Mr Henry Eng Chye Heng & Ms Sok Hwa Ngoh 10,359,439 9.3%
Ms Bee Leng Yeap 10,355,555 9.3%
Australian Glamour Pty Ltd 10,000,000 8.9%
Mr Edmund Soon Kin Teo & Mrs Janice Teo 8,656,450 7.7%
Dr Anthony Guan Cheow Soh 8,025,028 7.2%
Ms Inn Hoon Judy Ong 6,711,550 6.0%
Ms Ing Cheng Diana Ong 6,261,900 5.6%
Mr Boon Kheng Ong 6,040,529 5.4%

REFRESH GROUP LIMITED and its controlled entities 59

CORPORATE DIRECTORY

BOARD OF DIRECTORS

Henry Heng Chairman and Managing Director Mun Yew Chan Independent, Non-Executive Director Dato’ Eddie Soong Independent, Non-Executive Director Roy Ong Non-Executive Director

COMPANY SECRETARY

Dato’ Eddie Soong

REGISTERED OFFICE AND HEAD OFFICE

17 Denninup Way MALAGA WA 6090 Telephone: (08) 9248 3006 Facsimile: (08) 9248 7233 Email: [email protected] Website: 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

120 Mica Street CAROLE PARK QLD 4300 Telephone: (07) 3271 1251 Facsimile: (07) 3879 3019 Email: [email protected]

Victoria - Melbourne

13 Olive Grove KEYSBOROUGH VIC 3173 Telephone: (03) 8712 8432 Facsimile: (03) 8669 1832 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]

AUDITOR AND TAX ADVISER

Moore Stephens Perth Level 3, 12 St Georges Terrace Perth WA 6000

LAWYERS

Hardy Bowen Lawyers Level 1, 28 Ord Street West Perth WA 6005

SHARE REGISTRY

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

REFRESH GROUP LIMITED and its controlled entities 60

REFRESH GROUP LTD

ABN 28 079 681 244

17 Denninup Way, Malaga WA 6090 Tel: (08) 9248 3006 Fax: (08) 9248 7233 www.refreshgroup.com.au