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ENECO REFRESH LTD — Annual Report 2024
Sep 29, 2024
64874_rns_2024-09-29_8c0b08ef-e87c-4a81-9621-4971002d33ad.pdf
Annual Report
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ENECO REFRESH LIMITED (ASX:ERG) and Controlled Entities
ABN 28 079 681 244
Annual Report - 30 June 2024
BOARD OF DIRECTORS
Colin Moran Non-Executive Chairman Michael Pixley Non-Executive Director Peter Chai Non-Executive Director Koji Yoshihara Non-Executive Director Reiichi Natori Non-Executive Director
COMPANY SECRETARY
Julie Moore
REGISTERED OFFICE AND HEAD OFFICE
17 Denninup Way MALAGA WA 6090 Telephone: (08) 9248 7222 Email: [email protected] Website: www.eneco-refresh.com.au
OTHER OPERATING LOCATIONS
Refresh Waters Pty Ltd – 100% owned
New South Wales – Sydney
3 Salisbury Street SILVERWATER NSW 2128 Telephone: (02) 9748 4200 Email: [email protected]
Victoria - Melbourne
95B Cheltenham road DANDENONG VIC 3175 Telephone: (03) 8712 8432 Email: [email protected]
Western Australia – Kalgoorlie 33/46 Great Eastern Highway KALGOORLIE WA 6430 Telephone: (08) 9022 2266 Email: [email protected]
Refresh Waters Queensland Pty Ltd – 100% owned
Queensland – Brisbane
Queensland – Toowoomba
120 Mica Street CAROLE PARK QLD 4300 Telephone: (07) 3271 1251 Email: [email protected]
600 Boundary Street TOOWOOMBA QLD 4350 Telephone: (07) 4659 0400 Email: [email protected]
Refresh Plastics Pty Ltd – 100% owned
Eneco Australia Pty Ltd – 100% owned
95B Cheltenham road DANDENONG VIC 3175 Telephone: (03) 8712 8432 Email: [email protected]
17 Denninup Way MALAGA WA 6090 Telephone: (08) 9248 7222 Email: [email protected]
AUDITOR
Stantons Level 2, 40 Kings Park Road, West Perth WA 6005 Tel 08 9481 3188
SHARE REGISTRY
Automic Group Level 5, 126 Phillip Street Sydney, NSW 2000 Tel: 1300 288 664
CONTENTS
CHAIRMAN’S LETTER ........................................................................................................................ 1 DIRECTORS’ REPORT ....................................................................................................................... 2 AUDITORS’ INDEPENDENCE DECLARATION ................................................................................ 15 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ............................................................................................................. 16 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ............................................................. 17 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................. 18 CONSOLIDATED STATEMENT OF CASH FLOWS .......................................................................... 19 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ....................................................... 20 CONSOLIDATED ENTITY DISCLOSURE STATEMENT .................................................................. 46 DIRECTORS’ DECLARATION ........................................................................................................... 47 INDEPENDENT AUDITORS’ REPORT ............................................................................................. 48 CORPORATE GOVERNANCE STATEMENT .................................................................................... 52 SHAREHOLDER INFORMATION ...................................................................................................... 54
CHAIRMAN’S LETTER
Dear Shareholders
I am pleased to present the Eneco Refresh Ltd (Eneco) Annual Report for the financial year ended 30 June 2024.
Our national presence continues with operations in Western Australia, Victoria, New South Wales and Queensland. This provides a strong ability to supply major customers in retail, wholesale and distribution alongside our established home and office deliveries in metro areas. Our regional site in Kalgoorlie continues to supply the local community and the mining industry.
Much has changed within the business over the past 12 months with the sale of the Darwin site finalised, a relocation of the Victoria operation, the recovery of the plastics division following a major fire, and personnel updates however, our tenacity in overcoming these challenges has come to the forefront and I am delighted to report that Refresh Waters Pty Ltd achieved an impressive 17.8% increase in revenue this financial year once the Darwin revenue has been removed from the comparison.
Refresh Plastics Pty Ltd evolved from a manufacturing business to an outsourced model following a fire in February 2023. This created a scenario of higher material costs and lower gross margins. Development and diversification of products has brought some success to the overall revenue, but the business continues to make losses. This is an area that is under close scrutiny and the management team will continue to look for opportunities to improve the performance, or make strategic decisions to address the impact the operation has on the total business.
While Eneco has exited operations in the Northern Territory, we maintain ownership of 7.7 hectares of land in Acacia Hills, Northern Territory, where our spring is located. We retain a licence to extract 23 million litres of water annually from this spring, which remains a valuable resource for us.
We remain committed to seeking new opportunities that will drive growth and deliver increased returns to all of our shareholders. We extend our heartfelt gratitude to our dedicated Board of Directors, auditors, tax advisers, and lawyers for their unwavering support and guidance. My sincere appreciation also goes out to my colleagues for their invaluable contributions, and above all, to you, our esteemed shareholders, for your steadfast support.
Sincerely,
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Colin Moran Chairman
ENECO REFRESH LIMITED and its controlled entities 1
DIRECTORS’ REPORT
The directors present their report, together with the financial statements, on the Group (referred to hereafter as the ‘Group’) consisting of Eneco Refresh Limited (referred to hereafter as the 'company') and the entities it controlled at the end of, or during, the year ended 30 June 2024.
Directors
The names and particulars of the directors of the Group during or since the end of the financial year are:
Henry Heng (resigned) Chairman and Managing Director
Appointed on 11 August 1997, resigned as Chairman on 21 November 2023, and resigned as Managing Director on 28 November 2023.
Appointed as a consultant through his entity, Henry Eng Chye Heng, for the period from 29 November 2023 to 31 May 2024.
He started his career in banking and is an Associate of The London Institute of Banking and Finance. 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. He was the Branch Secretary of Family First Party WA from August 2012 to June 2017. Henry was on the Executive Committee of the WA-Singapore Business Council from January 2018 to December 2021 and was its Deputy President. He has been the Honorary Secretary of the Full Gospel Business Australia, Perth since July 2010.
Henry 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 other listed company in the last three years.
Number of shares held at the date of this report: 10,036,644 Number of options held at the date of this report: Nil
Colin Moran Non-Executive Chairman
Appointed on 21 November 2023 as Non-Executive Chairman. Appointed on 7 October 2021 as Non-Executive director, Chairman of the Remuneration Committee.
Colin is currently an Executive Director of Eneco Energy Ltd (SGX:R14), a company listed on the Singapore Exchange He is also Director and CEO of RWB Marine Australia Pty Ltd, one of the largest import marine distributors in Australia with over 5,000 stock items and offices in 4 States.
Prior to that he was Chief Executive Officer of Eneco Energy Ltd, a SGX listed entity and Richland Logistics group, Singapore. He had previously held senior management positions in CEVA Logistics, TNT Express and TNT Logistics over a 21-year period in Australia, Indonesia and Singapore. Colin now resides in Sydney after 26 years in Asia in senior regional and country roles.
Number of shares held at the date of this report: Nil Number of options held at the date of this report: Nil
Michael Pixley Non-Executive Director
Appointed on 24 August 2016. Chairman of Audit & Risk Management Committee.
Michael has worked as a merchant banker specialising in strategic corporate development, joint ventures and acquisitions. He has more than 30 years’ experience in the Asian business sector and has extensive networks and relationships with key personnel in government, corporate and private sectors in the Asia Pacific region.
Michael also holds non-executive directorships in Advanced Share Registry Ltd (ASX:ASW), Story-i Ltd (ASX:SRY) and Credit Intelligence Ltd (ASX:CI1), all listed on the Australian Securities Exchange.
Number of shares held at the date of this report: Nil Number of options held at the date of this report: Nil
ENECO REFRESH LIMITED and its controlled entities 2
DIRECTORS’ REPORT
Peter Chai Non-Executive Director
Appointed on 29 November 2016, member of the Remuneration Committee.
Peter is a self-made entrepreneur. He established the DPI group of companies in Malaysia in 1986. He is currently the Executive Chairman and Managing Director of DPI Holdings Berhad, a limited company in Malaysia. DPI is primarily involved in the manufacturing and distribution of aerosol products for the automotive, industrial and household markets. They also provide aerosol filling services to their private label customers. DPI is well known for their quality aerosol paints and coatings, and non-paint industrial aerosol products sold under its own brand “DPI”, “Anchor” and “Kromoto”. Their products and services are used by customers in Malaysia, Indonesia, Japan, Australia and New Zealand.
Besides DPI, Peter also has various other business ventures in countries such as Singapore, Australia and Hong Kong. These business ventures are primarily involved in providing surface finishing services, plastic injection and blow moulding as well as real estate development and investment.
Peter is the Executive Chairman of DPI Holdings Berhad, a company listed on the ACE Market of the Kuala Lumpur stock exchange (KLSE:DPIH)
Number of shares held at the date of this report: 10,350,000 Number of options held at the date of this report: Nil
Koji Yoshihara Non-Executive Director
Appointed on 2 November 2018. Member of the Audit & Risk Management Committee.
Koji started his career in the export division of a Japanese automotive maker. He subsequently moved to investment banking and was in the industry for 26 years. He was mainly involved in the international capital markets and was engaged in a number of cross-border transactions between Japan and overseas countries. Koji is also experienced in corporate planning and management of overseas subsidiaries and has worked in the United States and Singapore.
He has also worked for a Japanese environment-related company. Koji was in charge of corporate planning of Asian business, mergers and acquisitions and is very experienced in international business, especially in Asia.
Koji is a non-executive director of Eneco Energy Ltd (SGX:R14) which is listed on the Singapore Exchange Ltd.
Number of shares held at the date of this report: 138,902,757 Number of options held at the date of this report: Nil
Reiichi Natori Non-Executive Director
Appointed on 17 January 2019. Member of the Audit & Risk Management Committee
Reiichi received B.S. degrees in commerce from Chuo University, Tokyo, Japan and Accounting (emphasis taxation) from Utah Valley University, United States of America. He worked for two of the Big Four international accounting firms as a corporate tax professional in Chicago, Illinois from 2003 to 2010. With each of the firms, he had 26-30 corporate clients to serve the engagements. Upon returning to Japan, he developed his career at a Japanese trading company where he worked in treasury and accounting. He joined Eneco Holdings Inc in 2017.
Reiichi did not hold directorship in any other listed company in the last three years.
Number of shares held at the date of this report: Nil Number of options held at the date of this report: Nil
ENECO REFRESH LIMITED and its controlled entities 3
DIRECTORS’ REPORT
Secretary
The name and particulars of the secretary of the company during or since the end of the financial year is:
Ms Julie Moore LLB, GDLP
Appointed on 29 November 2016.
Julie is a commercial barrister with a practice focusing on construction and engineering disputes, professional negligence and insurance law. She has acted on behalf of various construction companies, mining companies, private companies, directors, local governments and insurers.
Prior to joining the Bar, Julie was a senior associate at DLA Piper.
Julie holds a Bachelor of Law from the University of Western Australia and a Graduate Diploma of Legal Practice from the College of Law, New South Wales.
Principal activities
The Group derives its revenue primarily from:
Refresh Waters - its principal activity is the production and distribution of bottled water and accessories and the rental of water coolers. It is Australia’s largest producer of distilled drinking water with a capacity to produce more than 12,000 litres of distilled water per hour.
Refresh Plastics - offers a diverse range of plastic bottles, containers and jars for the beer, wine and beverage industries. It also offers water tanks, caravan tanks, jerrycans, watering cans, vehicle parts, etc. It has its own range of best-selling Ampi activity toys. It is the Asia Pacific distributor of Dolium one-way PET kegs from Belgium. This has many applications including in the beer, wine and beverage industries.
Dividends
No dividend has been declared or paid for the current and previous financial year.
ENECO REFRESH LIMITED and its controlled entities 4
DIRECTORS’ REPORT
Review of Operations
The FY2024 year was certainly one with many challenges. There were several legacy issues which the management and board needed to address and close out. Despite the various issues Eneco Refresh Ltd (Eneco) managed to deliver an overall revenue growth of 7% compared to the previous financial year.
When excluding the 2023 revenue of Darwin ($1.677m discontinued operations) we then see the real strength of the underlying water business in delivering an actual revenue growth of 17.8%. The end of year profit/loss financial result has been impacted negatively by various one-off costs in the which were necessary.
In 2024, Eneco incurred significant one-off costs related to the relocation and set up of our Victorian water and Plastics business’ because of the factory fire which occurred in February 2023. In addition to the set up and relocation costs, the lease for the new location in Victoria is significantly more expensive than the previous premises and the electricity supply is being supplemented by a diesel generator to ensure continuation of production.
We took a decision to write down numerous idle assets, old and obsolete or unfit for purpose materials as well as plant and equipment which had accumulated throughout our branch network. We also incurred additional costs as we went to market to source for a new COO after the unplanned departure of our former Chairman and CEO. In addition to this we ran a transitional hand over for 2 months to ensure stability and knowledge transfer and minimal disruption to our national customer base.
The business has seen its operating margin decline by 2% percentage points during the year as a direct result of higher labour, materials and distribution costs within Australia
A breakdown by Cash Generating Units (CGU) is presented below.
| Revenue Western Australia (WA) New South Wales (NSW) Victoria (VIC) Northern Territory (NT) Queensland (QLD) Refresh Waters Refresh Plastics Total Profit/(Loss) Western Australia New South Wales Victoria Northern Territory Queensland Refresh Waters Refresh Plastics Corporate Expenses Total |
FY 2024 $'000 4,883 3,134 2,088 62 2,836 |
FY 2023 $'000 3,950 2,849 1,636 1,677 2,556 12,668 1,818 14,486 (91) 308 27 705 151 1,100 (404) 696 (598) 98 |
Variance | |
|---|---|---|---|---|
| 24% 10% 28% -96% 11% 3% 35% 7% 65% -13% -1563% -149% -214% -161% -30% -238% 5% -1718% |
||||
| 13,003 2,449 |
||||
| 15,452 | ||||
| (32) 267 (395) (344) (172) |
||||
| (676) (282) |
||||
| (958) (628) |
||||
| (1,586) |
ENECO REFRESH LIMITED and its controlled entities 5
DIRECTORS’ REPORT
Refresh Waters
The bottled water market, whilst substantial in size, continues to present a challenging landscape within which to operate. Our main competitors in each state are predominantly all vying for the same market share with the major retailers. Domestic freight costs continue to rise with the international shipping cost also on the rise again for some of our raw materials. In addition to this the ‘cost of living crisis’ puts additional pressure on the retailers to maintain low pricing and to resist price rises from their suppliers.
The West Australian revenue exceeded expectations by growing 24% this financial year helped by a very long, hot summer. The Perth site revenue was almost $4.3m, which is a 22% increase with upcountry WA delivering a fantastic 29% increase by securing new mining customers. Operating margins in WA are below our target level and will receive great attention in this new year as continued growth must deliver a stronger bottom-line performance. The profit performance was further impacted with a write down of $150k in old and obsolete stock and a non-performing investment. Management believe WA is now positioned for a solid 2025 year ahead with focus on improving operating margin, growth and efficiency as a result of increased scale.
NSW delivered a growth of 10% which although slower than previous years was still a pleasing result. Year on Year profit was down slightly and was mainly impacted due to a write down of old and obsolete inventory and materials. Management is looking to deliver stronger revenue growth in 2025 and to contain its cost base.
Following a disappointing FY23 in which Victorias revenue declined, Victoria performed the strongest of all the sites with a 28% increase in FY24. The water business was relocated during the year, and this created significant disruption and additional cost to the site. Occupancy costs, coupled with high material costs, a diesel generator to subsidise the electrical supply, plus a $20k write off from stock resulted in a significant loss for the financial year. As our largest loss state, management will direct a great deal of attention to the Victorian business in 2025 as we look to turn the results around and build a stronger platform to achieve profitability after several disrupted years.
The sale of the Northern Territory factory in Darwin was completed at the start of the financial year and some additional costs were incurred as we carried some lease commitment after closure and due to a loss on asset disposal of $105k.
Eneco continues to own 7.7 hectares of land in the Northern Territory which is home to a natural spring water reserve which we utilise to supply water to a local bottling plant. This is providing a small but regular income which will continue throughout FY25.
Queensland delivered another good revenue growth of 11%, mainly driven by stronger sales into a major retailer. The profit performance was negatively impacted due to the write down of old and obsolete inventory and equipment and an adjustment to the annual rent expense. Management believe that Queensland is now poised for a return to profit and continued revenue growth in FY25.
Refresh Plastics
Following the fire in February 2023 in which the factory was destroyed, the business model changed. Management have established an outsourced production model to further reduce operating costs in this business as it was loss making even prior to the fire. This model has increased the expenditure on cost of goods whilst reducing the expenses associated with the occupancy and running of a factory.
As FY23 was negatively impacted through lost sales due to the fire the FY24 year looks somewhat better when compared. We can see that growth opportunities exist in this business segment but still have some concerns around the gross margins achievable. FY25 is a year in which management must formulate and execute on a plan for this business going forward.
The industrial special risk insurance claim relating to the fire in Victoria in 2023 was settled in FY24. The groups claim for reimbursement of the environmental cleaning costs amounting to $1.67m under our Public Liability policy remains in dispute and the Board is assessing steps to be taken to recover this expense. A $61k invoice for a claim consultant was recorded as expenses in FY24.
Significant change in the state of affairs
There were no significant changes in the state of affairs of the Company.
Matters subsequent to the end of the financial year
No subsequent events require disclosure.
ENECO REFRESH LIMITED and its controlled entities 6
DIRECTORS’ REPORT
Likely developments and expected results of operations
Eneco expects to consolidate its operations in the near future.
Environmental regulation
Federal and State governments regulate bottled water as a food product under the Food Standards Code issued by the Food Standards Australia New Zealand. All Eneco bottling plants meet the requirements stipulated in the 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, solar panels are installed at two factories, providing the following power:
| Refresh Waters Brisbane: | 81 | kW |
|---|---|---|
| Refresh Waters Perth: | 30 | kW |
Our Toowoomba factory is located in a shared complex with solar panels across its rooftop.
Meetings of Directors
The number of meetings of the company's Board of Directors (the Board) and of each Board committee held during the year ended 30 June 2024, and the number of meetings attended by each director were:
| Audit & Risk | Audit & Risk | Remuneration | Remuneration | |||
|---|---|---|---|---|---|---|
| Board | Meetings | Management Committee | Committee | |||
| Number | Number | Number | ||||
| eligible | Number | eligible to | Number | eligible to | Number | |
| to attend | attended | attend | attended | attend | attended | |
| Henry Heng | 7 | 7 | - | - | - | - |
| Michael Pixley | 10 | 9 | 2 | 2 | 1 | 1 |
| Peter Chai | 10 | 10 | - | - | 1 | 1 |
| Koji Yoshihara | 10 | 10 | 2 | 2 | - | - |
| Reiichi Natori | 10 | 9 | 2 | 2 | - | - |
| Colin Moran |
10 | 10 | - | - | 1 | 1 |
ENECO REFRESH LIMITED and its controlled entities 7
DIRECTORS’ REPORT
Remuneration Report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.
The Key Management Personnel of the Company and the Group, and the positions that they hold, are listed in the following table:
| Key Management | Position held as at 30 June 2024 and | Contract details (duration |
|---|---|---|
| Personnel | any change during the year | and termination) |
| Mr H Heng1 | Chairman and Managing Director (resigned) |
No fixed term |
| Mr C Moran2 | Non-Executive Chairman | No fixed term |
| Mr M Pixley | Non-Executive Director | No fixed term |
| Mr P Chai | Non-Executive Director | No fixed term |
| Mr K Yoshihara | Non-Executive Director | No fixed term |
| Mr R Natori | Non-Executive Director | No fixed term |
| Mr C Conyers3 | Chief Operating Officer | No fixed term |
| Mr R Mei | Chief Financial Officer | No fixed term |
| Mr R Nusantara | New South Wales Manager | No fixed term |
| Mr I Cameron | Victoria Manager | No fixed term |
| Mr P O’Sullivan | Western Australia Manager | No fixed term |
| Mr K T Tan4 | Queensland Manager | No fixed term |
- 1 Mr Heng resigned as Chairman on 21 November 2023, and resigned as Managing Director on 28 November 2023.
2 Mr Moran was appointed Non-Executive Chairman on 21 November 2023.
3 Mr Conyers was appointed on 02 April 2024
4 Mr Tan was appointed on 21 August 2023
The remuneration report is set out under the following main headings:
-
Principles used to determine the nature and amount of remuneration
-
Details of remuneration
-
Share-based compensation
-
Additional information
-
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors (the Board) ensures that executive reward satisfies the following key criteria for good reward governance practices:
-
competitiveness and reasonableness
-
acceptability to shareholders
-
performance linkage / alignment of executive compensation
-
transparency
The Remuneration Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high-quality personnel.
The Group has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Group.
ENECO REFRESH LIMITED and its controlled entities 8
DIRECTORS’ REPORT
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by:
-
having economic profit as a core component of plan design
-
focusing on sustained growth in shareholder wealth, consisting of growth in share price, and delivering constant
-
or increasing return on assets as well as focusing the executive on key non-financial drivers of value attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance executives' interests by:
-
rewarding capability and experience
-
reflecting competitive reward for contribution to growth in shareholder wealth
-
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.
Non-executive directors’ remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed annually. The Group may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. At present, the aggregate sum is fixed at a maximum of $200,000 per annum.
Executive remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.
Executive directors receive a base salary, superannuation, fringe benefits and performance incentives. Base salary is determined following a review of Group, departmental and individual performance, relevant comparative remuneration in the market and, where appropriate, external advice on policies and practice. In the current year no external advice was taken.
Performance incentives are paid upon achievement of KPIs or performance targets. The KPIs are set annually. The measures are specifically tailored to the areas each executive director is involved in and has a level of control over. The KPIs target areas the Board believes hold greater potential for the Group’s expansion and profit, covering financial and 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 by the Board, 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.
To align the interests of executive directors, the Group also has a Directors and Executives Options Scheme (DEOS). The Group considers that a DEOS can provide a cost-effective and efficient long-term incentive which is linked to the performance of the Group. Executive directors may be granted options to motivate them to pursue the long-term growth and success of the Group within an appropriate control framework and demonstrate a clear relationship between executive director performance and remuneration. No options have been issued in the current or preceding year as it was not considered appropriate as at this time.
All remuneration paid is valued at the cost to the Group and expensed. Any shares given to executive directors (for example as payment for achieving KPIs or as a discretionary bonus) are valued as the difference between the market price of those shares and the amount paid. Options are valued using the Black-Scholes methodology.
Use of remuneration consultants
During the financial year ended 30 June 2024, the Group did not seek the advice of external remuneration consultants.
Voting and comments made at the company’s 2023 Annual General Meeting (AGM)
The company received 100% of ‘yes’ votes on its Remuneration Report for the financial year ended 30 June 2023. The Company received no specific feedback on its Remuneration Report at the Annual General Meeting.
ENECO REFRESH LIMITED and its controlled entities 9
DIRECTORS’ REPORT
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
| SHORT | TERM EMPLOYEE | TERM EMPLOYEE | POST | LONG | OTHER | TOTAL | TOTAL | |
|---|---|---|---|---|---|---|---|---|
| BENEFITS | EMPLOYMENT | TERM | BENEFIT | REMUNERATION | ||||
| BENEFIT | ||||||||
| Salary & | Bonus | Non- | Super- | Long | Consultant | Performance | ||
| Fees | Monetary | annuation | Service | Fee | Related | |||
| benefits1 | Leave | |||||||
| Directors | $ | $ | $ | $ | $ | $ | $ | % |
| 30 June 24 | ||||||||
| Mr H Heng1 | 142,393 | 17,282 |
5,795 | 23,380 | 1,455 | 111,925 | 302,230 | 5.7 |
| Mr M Pixley2 | 48,000 | - |
- | - | - | - | 48,000 | - |
| Mr P Chai3 | 18,870 | - |
- | - | - | - | 18,870 | - |
| Mr K Yoshihara | 18,870 | - |
- | - | - | - | 18,870 | - |
| Mr R Natori | 18,870 | - |
- | - | - | - | 18,870 | - |
| Mr C Moran_4_ | 54,000 | - |
- | 4,695 | - | - | 58,695 | - |
| Total | 301,003 | 17,282 |
5,795 | 28,075 | 1,455 | 111,925 | 465,535 | |
| 30 June 23 | ||||||||
| Mr H Heng1 | 182,000 | 38,000 |
6,672 | 23,100 | 3,140 | - | 252,912 | 15.0 |
| Mr M Pixley2 | 36,000 | - |
- | - | - | - | 36,000 | - |
| Mr P Chai3 | 18,785 | - |
- | - | - | - | 18,785 | - |
| Mr K Yoshihara | 18,785 | - |
- | - | - | - | 18,785 | - |
| Mr R Natori | 18,785 | - |
- | - | - | - | 18,785 | - |
| Mr C Moran_4_ | 24,000 | - |
- | 2,520 | - | - | 26,520 | - |
| Total | 298,355 | 38,000 |
6,672 | 25,620 | 3,140 | - | 371,787 |
1 Use of company car and insurance-in-lieu workers compensation;
Total remuneration includes payment for unused annual leave of $58,393, consultant fees of $111,925 invoiced through his entity, Henry Heng, for the period from 15 Dec 23 to 31 May 2024, following his resignation as director.
2 Special exertion fees of $2,000 per month approved for the period from January to June 2024 following Mr. Heng’s resignation.
3 Mr Chai receives director fees through his entity Everlast Invest Pty Ltd
4 Mr Moran was appointed on Non-executive Chairman on 21 November 2023
Special exertion fees of $2,000 per month approved for the period from January to June 2024 following Mr. Heng’s resignation.
ENECO REFRESH LIMITED and its controlled entities 10
DIRECTORS’ REPORT
Other key management personnel:
| 30 June 24 Mr R Nusantara Mr I Cameron Mr P O'Sullivan2 Mr R Mei3 Mr K T Tan4 Mr C Conyers_5_ Total 30 June 23 Mr R Nusantara Mr I Cameron Mr J Hardwick Mr P O'Sullivan2 Mr R Mei3 Mr D McLean4 Total |
SHORT TERM EMPLOYEE BENEFITS POST EMPLOYMENT LONG TERM BENEFIT TOTAL REMUNERATION Salary & Fees Bonus Non- Monetary benefits1 Super- annuation Long Service Leave Performance Related $ $ $ $ $ $ % |
|---|---|
| 334,081 - - - - 334,081 100% 90,600 - 9,933 - 100,533 - 90,600 - 8,113 9,933 - 108,646 - 118,364 - - 12,960 - 131,324 - 69,099 - - 7,503 - 76,602 - 46,338 - - 5,064 - 51,402 - 749,082 - 8,113 45,393 - 802,588 251,108 - - - - 251,108 100% 90,000 1,400 - 9,450 - 100,850 1.4 90,000 22,500 1,151 12,654 - 126,305 17.8 74,654 - 2,287 7,839 - 84,780 - 40,392 - - 4,220 - 44,612 - 67,787 7,778 - 7,934 - 83,499 9.3 613,941 31,678 3,438 42,097 - 691,154 |
1 Use of company car
2 Mr O'Sullivan started on 24 Aug 22
3 Mr Mei started on 20 Feb 23
4 Mr McLean started on 19 Apr 22 and resigned on 31 Mar 23; Mr Tan started on 21 August 2023.
5 Mr Conyers started on 02 April 24
Share-based compensation
Issue of shares and options
No shares or options were issued to directors and other key management personnel as part of compensation during the year ended 30 June 2024.
ENECO REFRESH LIMITED and its controlled entities 11
DIRECTORS’ REPORT
Additional information
The earnings of the Group for the five years to 30 June 2024 are summarised below:
| 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Sales revenue | 15,452,354 | 14,485,683 | 13,977,257 | 13,186,164 | 11,284,764 |
| EBITDA | (472,844) | 1,209,330 | 814,396 | 1,128,241 | (652,085) |
| Total comprehensive profit/(loss) after income tax | (1,585,841) | 97,687 | (205,505) | (161,878) | (1,044,466) |
| The factors that are considered to affect total shareholders return (TSR) are summarised below: | |||||
| 2024 | 2023 | 2022 | 2021 | 2020 | |
| Share price at financial year end ($) | 0.008 | 0.01 | 0.02 | 0.042 | 0.06 |
| Total dividends declared (cents per share) | - | - | - | - | - |
| Basic earnings/(loss) per share (cents per share) | (0.582) | 0.036 | (0.075) | (0.059) | (0.38) |
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below:
| Balance | Balance | Granted as | Other Net | Balance | |
|---|---|---|---|---|---|
| 01 | Jul 23 | Remuneration | Changes1 | 30 Jun 24 | |
| Ord | Ord | Ord | Ord | ||
| Directors | |||||
| Mr H Heng 2 | 21,895,660 | - | (11,859,016) | 10,036,644 | |
| Mr M Pixley | - | - | - | - | |
| Mr P Chai 2 | 10,350,000 | - | - | 10,350,000 | |
| Mr K Yoshihara3 | 138,902,757 | - | - | 138,902,757 | |
| Mr R Natori3 | - | - | - | - | |
| Mr C Moran | - | - | - | - | |
| Other key management | personnel | ||||
| Mr R Nusantara | - | - | - | - | |
| Mr I Cameron | - | - | - | - | |
| Mr C Conyers | - | - | - | - | |
| Mr K T Tan | - | - | - | - | |
| Mr P O'Sullivan | - | - | - | - | |
| Mr R Mei | - | - | - | - | |
| Total | 171,148,417 | - | (11,859,016) | 159,289,401 |
1 Relates to general sales and purchases made on the open market 2 Mr Heng resigned as director of Everlast Invest Pty Ltd, and on 12 April 2024, a total of 10,350,000 shares were transferred to Mr Chai’s personal name.
3 Mr Yoshihara is a director of Eneco Investment Pte Ltd, immediate parent company of Eneco Refresh Limited. Total shareholdings held by Eneco Investment Pte Ltd is 138,902,757.
Option holding
There are no options in the company held by any director or key management personnel of the Group, inlcuding their related parties.
Other transactions with key management personnel and their related parties
There were no other transactions with key management personnel and their related parties during the year.
This concludes the remuneration report, which has been audited.
ENECO REFRESH LIMITED and its controlled entities 12
DIRECTORS’ REPORT
Shares under option
There is no unissued ordinary share under option at the date of this report.
Shares issued on the exercise of options
No shares were issued as a result of the exercise of options.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to 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 part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 20 to the financial statements.
The directors are of the opinion that the services as disclosed in note 20 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards.
Officers of the company who are former Directors of Stantons International Audit and Consulting Pty Ltd (Stantons)
There are no officers of the company who are former directors of Stantons.
Auditor’s independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.
ENECO REFRESH LIMITED and its controlled entities 13
DIRECTORS’ REPORT
Auditor
Stantons continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001 .
On behalf of the directors
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Colin Moran Non-executive Chairman SYDNEY, 27 September 2024
ENECO REFRESH LIMITED and its controlled entities
14
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PO Box 1908 West Perth WA 6872 Australia
Level 2, 40 Kings Park Road West Perth WA 6005 Australia
Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 84 144 581 519 www.stantons.com.au
27 September 2024
Board of Directors Eneco Refresh Limited 17 Denninup Way Malaga WA 6090
Dear Directors,
RE: ENECO REFRESH LIMITED
In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Eneco Refresh Limited.
As Audit Director for the audit of the financial statements of Eneco Refresh Limited for the year ended 30 June 2024, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (An Authorised Audit Company)
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Eliya Mwale Director
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Liability limited by a scheme approved under Professional Standards Legislation
Stantons Is a member of the Russell Bedford International network of firms
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2024
| Note Revenue 4a Cost of sales 4b Gross profit Other income 4c Other expense Marketing expenses Distribution expenses Administrative expenses Occupancy expenses Results from operating activities Finance income 4d Finance costs 4e Profit/(Loss) before income tax Income tax expense 5 Profit/(Loss) after income tax attributable to members of the company Other comprehensive income Items that will not be reclassified subsequently to profit or loss: Fair value (loss)/gain on financial assets at fair value through OCI 12 Total comprehensive profit/(loss) for the period attributable to members of the company Earnings per share Basic and diluted loss per share (cents) 6 |
Note | 2024 $ 2023 $ |
|---|---|---|
| 15,452,354 14,485,683 (10,198,299) (9,228,537) |
||
| 5,254,055 5,257,146 (153,765) 1,063,296 - - (804,253) (744,626) (2,021,025) (2,019,341) (2,589,857) (2,549,689) (1,224,158) (836,999) |
||
| (1,539,003) 169,787 140,644 8,595 (187,482) (80,695) |
||
| (1,585,841) 97,687 - - |
||
| (1,585,841) 97,687 |
||
| - - |
||
| (1,585,841) 97,687 |
||
| (0.582) 0.036 |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
ENECO REFRESH LIMITED and its controlled entities
16
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024
| ASSETS Current Assets Cash and cash equivalents Trade and other receivables Other current assets Inventories Current tax asset Total Current Assets Non-Current Assets Property, plant and equipment Intangible assets Financial assets at fair value through OCI Investment in associate Right of use assets Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Short-term provisions and accruals Lease liabilities Total Current Liabilities Non-Current Liabilities Long-term provisions Lease liabilities Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Profit reserve Financial asset revaluation reserve Accumulated losses Current Earnings TOTAL EQUITY |
Notes | 2024 2023 $ $ 4,313,203 5,395,189 1,105,123 3,475,309 66,619 227,521 1,438,228 1,919,423 34,361 34,361 6,957,534 11,051,803 2,884,463 2,507,347 549,499 558,843 16,400 16,400 1 50,000 3,574,887 2,193,160 7,025,250 5,325,750 13,982,784 16,377,553 1,133,731 3,385,376 611,873 784,444 516,959 379,017 2,262,563 4,548,837 - 13,712 3,312,367 1,821,309 3,312,367 1,835,021 5,574,930 6,383,858 8,407,854 9,993,695 18,320,875 18,320,875 191,712 191,712 356,409 356,409 50,683 50,683 (10,511,825) (8,925,984) 8,407,854 9,993,695 |
|---|---|---|
| 7 8 9 10 11 12 13 14 15 15 14 15 14 17 18 18 18 19 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
ENECO REFRESH LIMITED and its controlled entities 17
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 2024
| Balance at 1 July 2022 Profit for the year Fair value (loss) on financial assets carried at FVOCI Total comprehensive profit Balance at 30 June 2023 Balance at 1 July 2023 (Loss) for the year Fair value (loss) on financial assets carried at FVOCI Total comprehensive (loss) Balance at 30 June 2024 |
Issued Capital Reserves Profit reserve Financial asset revaluation reserve Accumulated losses Total $ $ $ $ $ $ |
|---|---|
| 18,320,875 191,712 356,409 50,683 (9,023,671) 9,896,008 97,687 97,687 - - - - - - |
|
| - - - - 97,687 97,687 |
|
| 18,320,875 191,712 356,409 50,683 (8,925,984) 9,993,695 |
|
| 18,320,875 191,712 356,409 50,683 (8,925,984) 9,993,695 (1,585,841) (1,585,841) - - - - - - |
|
| - - - - (1,585,841) (1,585,841) |
|
| 18,320,875 191,712 356,409 50,683 (10,511,825) 8,407,854 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
ENECO REFRESH LIMITED and its controlled entities 18
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2024
| Cash flows from operating activities Receipts from customers Receipt from insurer Government grants and tax incentives Payments to suppliers and employees1 Interest received Net cash flows from operating activities Cash flows from investing activities Proceeds from sale of property, plant and equipment, and investment Purchase of property, plant and equipment Net receipts from Investment Net cash flows (used in)/from investing activities Cash flows from financing activities Other-AASB 16 Prepayment for the Principal Net cash flows (used in) financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
Notes | 2024 2023 $ $ |
|---|---|---|
| 21 12 14 7 |
15,733,123 13,390,512 2,233,392 1,000,000 - 25,000 (18,002,320) (14,273,111) 140,644 8,595 |
|
| 104,839 150,996 |
||
| 413,845 5,050,735 (960,157) (406,944) - - |
||
| (546,312) 4,643,791 |
||
| (640,513) (683,172) |
||
| (640,513) (683,172) |
||
| (1,081,986) 4,111,615 5,395,189 1,283,574 |
||
| 4,313,203 5,395,189 |
1 Payments to suppliers and employees include $1,790,000 paid in relation to the cleaning operation at the Melbourne factory following the fire on 8 February 2023.
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
ENECO REFRESH LIMITED and its controlled entities
19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
Note 1. Material accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
New and Amended Accounting Policies Adopted by the Group
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period.
AASB 2021-2: Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates
The Group adopted AASB 2021-2 which amends AASB 7, AASB 101, AASB 108 and AASB 134 to require disclosure of ‘material accounting policy information’ rather than significant accounting policies’ in an entity’s financial statements. It also updates AASB Practice Statement 2 to provide guidance on the application of the concept of materiality to accounting policy disclosures.
The adoption of the amendment did not have a material impact on the financial statements.
AASB 2022-7: Editorial Corrections to Australian Accounting Standards and Repeal of Superseded and Redundant Standards
AASB 2022-7 makes editorial corrections to various Australian Accounting Standards and AASB Practice Statement 2. It also formally repeals the superseded and redundant Australian Accounting Standards set out in Schedules 1 and 2 of this standard.
The adoption of the amendment did not have a material impact on the financial statements.
New and Amended Accounting Policies Not Yet Adopted by the Group
AASB 2020-1: Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-current.
The amendment amends AASB 101 to clarify whether a liability should be presented as current or non-current. The Group plans on adopting the amendment for the reporting period ending 30 June 2025. The amendment is not expected to have a material impact on the financial statements once adopted.
AASB 2021-7c: Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections
AASB 2021-7c defers the application of AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture so that the amendments are required to be applied for annual reporting periods beginning on or after 1 January 2025 instead of 1 January 2018. The Group plans on adopting the amendments for the reporting periods ending 30 June 2026. The impact of initial application is not yet known.
Basis of preparation
These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
Going Concern Basis
The Directors believe it is appropriate to prepare the consolidated financial report 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.
ENECO REFRESH LIMITED and its controlled entities
20
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
For the year ended 30 June 2024, the Group incurred a loss after tax of $1,585,841 (2023: $97,687 - Profit). At 30 June 2024, the Group had total current assets of $6,957,534, including cash and cash equivalents of $4,313,203 and total current liabilities of $2,262,563. The Directors are of the view that the Group will be able to generate sufficient cashflows from operations to meet operating commitments and pay its debts as and when they fall due, while meeting its objectives of the Group. As such, the Directors have a reasonable basis to believe that the Group will have sufficient working capital for at least twelve months from the date this financial report is approved.
Parent entity information
In accordance with the Corporations Act 2001 , these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 22.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Eneco Refresh Limited (company) as at 30 June 2024 and the results of all subsidiaries for the year then ended. Eneco Refresh Limited and its subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the Group. Losses incurred by the Group are attributed to the non-controlling interest in full, even if that results in a deficit balance.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and noncontrolling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
Revenue recognition
Sale of goods
Revenue from the sale of goods is recognised when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods. All revenue is stated net of the amount of goods and services tax (GST). Revenue is measured net of any discounts, rebates and other price concessions, and net of the estimated amount of refunds for returned goods.
Interest Received
Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
ENECO REFRESH LIMITED and its controlled entities 21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
o When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
o When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Eneco Refresh Limited (head entity) and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
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 at call. Bank overdrafts are shown within financial liabilities in current liabilities on the balance sheet.
For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
Trade and other receivables
Trade receivables, which generally have 30 to 90 days terms, are recognised and carried at original invoice amounts less an allowance for expected credit losses.
The Group has applied the simplified approach to measure expected credit losses which use a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on credit risk characteristics and the days past due. The expected loss rates are based on the Group’s past history, existing market conditions and forward-looking estimates at the end of each reporting period. Bad debts are written off when identified.
ENECO REFRESH LIMITED and its controlled entities 22
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
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.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the Group intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group’s assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance reduces the asset's carrying value with a corresponding expense through profit or loss.
Property, plant and equipment
Freehold land is measured at cost.
Plant and equipment, buildings and motor vehicles 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. 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.
ENECO REFRESH LIMITED and its controlled entities 23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
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:
Land N/A Buildings 40 years Straight Line Method Plant and equipment 5 to 15 years Straight Line Method Motor vehicles 10 years Diminishing Value Method
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Customer lists and trademarks
Customer list s and trademarks are recognised at cost of acquisition. Customer list s have a finite life and is carried at cost less any accumulated amortisation and any impairment losses. Customer list s are amortised over useful life of 5 years. Trademarks are amortised over useful life of 5 years.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
ENECO REFRESH LIMITED and its controlled entities 24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
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.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. subsequently measured at amortised cost using the effective interest method.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.
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.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The
ENECO REFRESH LIMITED and its controlled entities 25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of the company.
ENECO REFRESH LIMITED and its controlled entities 26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Eneco Refresh Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax (GST) and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Leases
This note describes the nature and effect of the adoption of AASB 16: Leases on the Group’s financial statements and discloses the new accounting policies that have been applied from 1 July 2020, where they are different to those applied in prior periods.
As a result of the changes in Group’s accounting policies, prior year financial statements were required to be restated. However, the Group has adopted AASB 16: Leases retrospectively with the cumulative effect of initially applying AASB 16 recognised as 1 July 2020.
The Group as lessee
At inception of a contract the Group assesses if the contract contains or is a lease. If there is a lease present, a rightof-use asset and a corresponding liability are recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases (i.e. leases with a remaining lease term of 12 months or less) and leases of low-value assets are recognised as an operating expense on a straight-line basis over the term of the lease.
Initially, the lease liability is measured at the present value of the lease payments still to be paid at the commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses incremental borrowing rate.
Lease payments included in the measurement of the lease liability are as follows;
-
fixed lease payments less any lease incentives;
-
variable lease payments that depend on index or rate, initially measured using the index or rate at the commencement date;
-
the amount expected to be payable by the lessee under residual value guarantees;
-
the exercise price of purchase options if the lessee is reasonably certain to exercise the options; lease payments under extension options, if the lessee is reasonably certain to exercise the options; and
-
payments of penalties for terminating the lease, if the lease term reflects the exercise of options to terminate the lease.
The right-of-use asses comprise the initial measurement of the corresponding lease liability, any lease payments made at or before the commencement date and any initial direct costs. The subsequent measurement of the right-ofuse assets is at cost less accumulated depreciation and impairment losses.
ENECO REFRESH LIMITED and its controlled entities 27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
Note 2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Goodwill and other indefinite life intangible assets
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 1. The recoverable amounts of cash-generating units have been determined based on value-inuse calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.
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.
Provision for expected credit loss on trade receivables
The Group groups its client base into clients of similar credit risk to calculate expected credit losses for trade receivables. The provision rates used are based on past days for groupings of customers with similar loss patterns. The provision applied is initially based on the Group’s historical observed default rates for each customer grouping. Where forward-looking information (such as a significant change in economic conditions and the junior listed sector) may provide evidence that there may be an increasing number of defaults, historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.
Deferred taxation
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, base level of future taxable profits together with future tax planning strategies.
Property, plant and equipment Life
Property, plant and equipment (PPE) are the long-term tangible assets that are shown on the balance sheet of the Group. The Group recognises an asset as an item of PPE when the asset has a useful life for more than one year and it is used for production or supply of goods or services.
The estimation of useful life of PPE held by the Group is based on historical experience.
ENECO REFRESH LIMITED and its controlled entities
28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
Note 3. Operating segments
Segment Information
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board (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, 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
ENECO REFRESH LIMITED and its controlled entities 29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
(f) Segment Performance
| WA NSW VIC NT QLD Plastics Other (Corporate) Total |
|
|---|---|
| 30 June 2024 Revenue from external customer EBITDA Depreciation expense Finance income Interest expense Segment operating profit/(loss) Total assets Total liabilities 30 June 2023 Revenue from external customer EBITDA Depreciation expense Finance income Interest expense Segment operating profit/(loss) Total assets Total liabilities |
4,883,472 3,133,552 2,087,914 62,050 2,836,383 2,448,983 - 15,452,354 354,719 451,178 (60,761) (342,010) 124,982 (275,951) (725,001) (472,844) (376,452) (179,281) (239,689) (1,725) (259,525) (9,487) - (1,066,159) 39,535 - - - 948 3,532 96,629 140,644 (49,948) (5,315) (93,462) - (38,757) - - (187,482) |
| (32,146) 266,582 (393,912) (343,735) (172,352) (281,906) (628,372) (1,585,841) 5,765,479 895,773 2,769,983 400,526 1,859,943 646,921 1,644,159 13,982,784 2,191,531 230,347 1,731,887 - 1,124,768 185,683 110,714 5,574,930 3,949,551 2,849,008 1,636,489 1,677,235 2,555,539 1,817,861 - 14,485,683 263,096 375,604 100,912 756,361 349,009 (33,310) (602,342)1,209,330 (319,449) (58,851) (74,318) (51,941) (172,809) (362,173) (2) (1,039,543) 3,615 - - - 203 477 4,300 8,595 (38,187) (8,342) - - (25,387) (8,779) - (80,695) |
|
| (90,925) 308,411 26,594 704,420 151,016 (403,785) (598,044) 97,687 7,439,660 1,470,430 1,121,018 1,112,331 1,875,578 2,863,487 495,04816,377,552 1,563,957 656,175 184,745 189,157 1,010,385 2,473,026 306,412 6,383,857 |
ENECO REFRESH LIMITED and its controlled entities
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
| Note 4. Revenue and expenses (a) Revenue Production and distribution of bottled water and accessories Sale of plastic products (b) Cost of sales Inventory Inventory write-back (c) Other income Profit(loss) from asset sales Others (d) Finance income Interest received (e) Finance costs Finance charges (f) Employee benefits expense Wages and salaries Workers compensation costs Defined contribution superannuation costs Provisions for annual and long service leave Other employee benefits (g) Depreciation Depreciation expense – property, plant and equipment Depreciation expense – right of use assets Amortisation-trademark |
30 June 2024 $ 30 June 2023 $ 13,003,371 12,667,822 2,448,983 1,817,861 |
|---|---|
| 15,452,354 14,485,683 |
|
| 10,481,788 9,253,471 (283,489) (24,934) |
|
| 10,198,299 9,228,537 |
|
| (153,765) 1,021,986 - 41,310 |
|
| (153,765) 1,063,296 |
|
| 140,644 8,595 |
|
| 140,644 8,595 |
|
| 187,482 80,695 |
|
| 187,482 80,695 |
|
| 4,694,468 4,936,905 74,977 109,654 443,294 468,179 (176,853) (36,793) 321,630 269,784 |
|
| 5,357,516 5,747,729 |
|
| 364,552 701,606 383,312 652,902 - 3,329 |
|
| 1,066,158 1,039,543 |
ENECO REFRESH LIMITED and its controlled entities 31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
| Note 5. Income tax The components of the tax expense comprise: Current income tax benefit Deferred income tax benefit Income tax expense reported in the consolidated statement of comprehensive income Income tax expense recognised in equity The prima facie tax expense is reconciled as follows: Accounting profit (loss) before tax At the statutory income tax rate of 25% (2023: 25%) Add tax effect of: Other non-deductible expenditure for income tax purposes Other adjustments Tax Losses Deducted Unrecognised tax losses Income tax expense recorded in the consolidated statement of comprehensive income Deferred tax assets Carried forward revenue losses Carried forward capital losses Provisions – Employee Benefits Accruals Other Unrecognised Tax Asset |
30 June 2024 $ 30 June 2023 $ - - - - - - |
|---|---|
| - - (1,585,841) 97,687 (396,460) 24,422 61,818 33,742 (39,317) (54,732) - (3,432) 373,959 - |
|
| - - |
|
| 1,420,338 1,046,379 32,405 32,405 - - - - - - |
|
| 1,452,743 1,078,784 |
The tax benefits of the above deferred tax assets will only be obtained if:
o the Group derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;
o the Group continues to comply with the conditions for deductibility imposed by law; and
o no changes in income tax legislation adversely affect the Group in utilising the benefits.
Reduction in corporate tax rate
The corporate tax rate for eligible companies reduced from 26% to 25% on 30 June 2023 providing certain turnover thresholds and other criteria are met. Deferred tax assets and liabilities are required to be measured at the tax rate that is expected to apply in the future income year when the asset is realised or the liability is settled. The Directors have determined that the deferred tax balances be measured at the tax rates stated.
ENECO REFRESH LIMITED and its controlled entities 32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
| OR THE YEAR ENDED 30 JUNE 2024 | |||
|---|---|---|---|
| Note 6. Profit/ (Loss) per share Profit/(Loss) after income tax Basic earnings per share (cents) Diluted earnings per share (cents) Weighted average number of ordinary shares used in calculating basic and diluted earnings per share Note 7. Cash and cash equivalents Cash at bank and in hand Short-term bank deposits Note 8. Trade and other receivables Trade receivables Provision for expected credit losses Other receivables Movement in the provision for expected credit losses of trade receivables: Balance at the beginning of the year Additional provision for expected credit losses of trade receivables Receivables written off during the year as uncollectable Balance at the end of the year |
30 June 2024 $ (1,585,841) (0.582) (0.582) 272,358,347 30 June 2024 $ 1,854,130 2,459,073 4,313,203 |
30 June 2023 $ 97,687 0.036 0.036 272,358,347 30 Jun 2023 $ 4,214,900 1,180,289 5,395,189 |
|
| 30 June 2024 $ 1,106,230 (11,649) 10,542 |
30 June 2023 $ 1,322,637 (12,824) 2,165,496 |
||
| 1,105,123 | 3,475,309 | ||
| 12,824 - (1,175) |
16,327 (789) (2,714) |
||
| 11,649 | 12,824 |
Allowance for expected credit losses
The Group has recognised $1,175 (2023: $2,714) in profit or loss in respect of the credit losses for the year ended 30 June 2024.
| Note 9. Inventories Raw materials - at cost Finished goods - at cost Total inventories Provision for slow moving Inventories |
30 June 2024 $ 30 June 2023 $ 831,475 1,127,987 606,753 831,320 1,438,228 1,959,307 - (39,884) 1,438,228 1,919,423 |
|---|---|
ENECO REFRESH LIMITED and its controlled entities 33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
| Note 10. Property, plant and equipment Land and property – at cost Less: Accumulated depreciation Plant and equipment – at cost Less: Accumulated depreciation Total Property, plant and equipment |
30 June 2024 $ 30 June 2023 $ 400,000 400,000 - - |
|---|---|
| 400,000 400,000 |
|
| 7,196,250 6,563,648 (4,711,787) (4,456,301) |
|
| 2,484,463 2,107,347 2,884,463 2,507,347 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
| Balance at 30 June 2022 Additions Disposals Other Adjustments Depreciation expense Balance at 30 June 2023 Additions Disposals Depreciation expense Balance at 30 June 2024 Note 11. Intangible assets Goodwill Opening balance Additions1 Impairment Closing balance Trademarks Opening balance Disposal Amortisation Closing balance |
Land and property $ Plant and equipment $ Total $ 3,826,794 2,791,548 6,618,342 - 432,490 432,490 - (3,396,794) (763,379) - (763,379) (3,396,794) (30,000) (353,312) (383,312) |
Land and property $ Plant and equipment $ Total $ 3,826,794 2,791,548 6,618,342 - 432,490 432,490 - (3,396,794) (763,379) - (763,379) (3,396,794) (30,000) (353,312) (383,312) |
|---|---|---|
| 400,000 2,107,347 2,507,347 - 960,157 960,157 - (218,489) (218,489) - (364,552) (364,552) 400,000 2,484,463 2,884,463 |
||
| 30 June 2024 $ 30 June 2023 $ 545,529 545,529 - - - - |
||
| 545,529 545,529 |
||
| 13,314 16,642 (9,344) - - (3,328) |
||
| 3,970 13,314 |
||
| 549,499 558,843 |
There was no addition to Goodwill during the current financial year.
ENECO REFRESH LIMITED and its controlled entities 34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
Impairment
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 recognised may no longer exist. An impairment charge is reversed if the CGU’s recoverable amount exceeds its carrying amount.
An impairment loss is recognised 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-inuse, 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. Discount factors are determined individually for each cashgenerating 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. The Group has chosen the value-in-use to calculate impairment.
Refresh Waters Perth cash-generating unit
The carrying amount of goodwill for this cash-generating unit is $41,462 (2023: $41,462). The recoverable amount of Perth has been determined based on a value-in-use calculation.
The cash flow projections are based on management’s estimate of expected future cash flows covering a five-year period. The discount rate applied to cash flow projections is 11% (2023: 11%).
The management anticipates growth in revenue of 4% (2023: 4%) for each of the next 5 years, with a net profit margin before interest, tax and depreciation of 8.5% (2023: 9.2%) 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.
Costs are calculated considering 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.
Refresh Waters Sydney cash-generating unit
The carrying amount of goodwill for this cash-generating unit is $264,545 (2023: $264,545). The recoverable amount of Sydney has been determined based on a value-in-use calculation.
The cash flow projections are based on management’s estimate of expected future cash flows covering a five-year period. The discount rate applied to cash flow projections is 11% (2023: 11%).
The management anticipates growth in revenue of 4% (2023: 5%) for each of the next 5 years, with a net profit margin before interest, tax and depreciation of 11.4% (2023: 11.1%) for Sydney.
Management believes that any reasonably possible change in the key assumptions on which Sydney’s recoverable amount is based would not cause Sydney’s carrying amount to exceed its recoverable amount.
Costs are calculated considering 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.
Hydr8 Water cash-generating unit
The carrying amount of goodwill for this cash-generating unit is $140,572 (2023: $140,572). The recoverable amount of Hydr8 has been determined based on a value-in-use calculation.
The cash flow projections are based on management’s estimate of expected future cash flows covering a five-year period. The discount rate applied to cash flow projections is 11% (2023: 11%).
ENECO REFRESH LIMITED and its controlled entities 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
The management anticipates growth in revenue of 4% (2023: 5%) for each of the next 5 years, with a net profit margin before interest, tax and depreciation of 18% (2023: 18%) 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.
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 applic able to the locations in which the segments operate. Discount rates are pre-tax and are adjusted to incorporate risks associated with a particular segment.
Refresh Waters Melbourne cash-generating unit
The carrying amount of goodwill for this cash-generating unit is $98,950 (2023: $98,950). The recoverable amount of Melbourne has been determined based on a value-in-use calculation.
The cash flow projections are based on management’s estimate of expected future cash flows covering a five-year period. The discount rate applied to cash flow projections is 11% (2023: 11%).
The management anticipates growth in revenue of 4% (2023: 5%) for each of the next 5 years, with a net profit margin before interest, tax and depreciation of 9% (2023: 10.9%) for Melbourne
Management believes that any reasonably possible change in the key assumptions on which Melbourne’s recoverable amount is based would not cause Melbourne’s carrying amount to exceed its recoverable amount.
Costs are calculated considering 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.
| Note 12. Financial assets at fair value through OCI Listed investments at fair value Opening balance Additions Disposals Fair value adjustment Closing balance Note 13. Investment in associate Investment in associate |
30 June 2024 $ 30 June 2023 $ 16,400 16,400 - - - - - - |
|---|---|
| 16,400 16,400 |
|
| 30 June 2024 $ 30 June 2023 $ 1 50,000 |
|
| 1 50,000 |
The investee company Jas Refresh Pty Ltd, has been incurring losses for several years with no immediate plans for recovery. Consequently, the investment was written down to $1 in FY24 to reflect the unsuccessful project.
| Ownership | interest | ||
|---|---|---|---|
| Principal place of business / | 2024 | 2023 | |
| Name | Country of incorporation | % | % |
| Jas Refresh Pty Ltd | Australia | 15% | 15% |
ENECO REFRESH LIMITED and its controlled entities 36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
Note 14: Right of use assets and Lease Liabilities
(i) AASB 16 related amounts recognised in the balance sheet
| Right of use assets Leased Buildings At Cost or on initial application of AASB 16 Accumulated Depreciation / Impairments Net Carrying Amount of Leased plant and equipment: Movement in carrying amounts: Leased Buildings Opening balance or on initial application of AASB 16 (Reduction)/Addition to right-of-use asset Lease reassessment Depreciation expense Net Carrying Amount of Leased plant and equipment: (ii) Lease Liabilities recognised in the balance sheet Leased Buildings Opening balance or on initial application of AASB 16 Additional Lease Liabilities Lease reassessment Interest expense Lease Cancellation Repayments Net Carrying Amount of Leased plant and equipment: Lease Liability is classified as follows: Current Liability Non-current liability Total Lease Liability |
2024 2023 $ $ 5,334,719 4,062,735 (1,759,832) (1,869,575) |
|
|---|---|---|
| 3,574,887 2,193,160 |
||
| $ $ 2,193,160 2,846,062 1,818,309 - 265,024 - (701,606) (652,902) |
||
| 3,574,887 2,193,160 |
||
| 2024 2023 $ $ 2,200,326 2,883,497 1,818,309 - 265,024 - 186,180 80,695 - - (640,513) (763,866) |
||
| 3,829,326 2,200,326 |
||
| $ $ 516,959 379,017 3,312,367 1,821,309 |
||
| 3,829,326 2,200,326 |
Additions to the right-of-use assets during the year were $2,083,333 (2023: $0).
The Group leases land and buildings for its offices under agreements of between 2 to 5 years with, in some cases, with options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.
ENECO REFRESH LIMITED and its controlled entities 37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
| Note 15. Trade and other payables Trade payables Other payables |
30 June 2024 $ 30 June 2023 $ 735,098 3,008,731 398,633 376,645 |
|---|---|
| 1,133,731 3,385,376 |
Trade payables are non-interest bearing and are normally settled on 60-day terms.
| Provisions and Accruals Current Annual leave Long service leave Accruals Non-current Long service leave |
175,004 240,825 124,336 228,252 312,533 315,367 |
|---|---|
| 611,873 784,444 |
|
| - 13,712 |
|
| - 13,712 |
|
| 611,873 798,156 |
Annual leave and long service leave
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.
Note 16. Financial liabilities
The Group has no borrowing as at 30 June 2024 (2023: Nil).
ENECO REFRESH LIMITED and its controlled entities 38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
Note 17. Issued capital
| 2024 | 2023 | |
|---|---|---|
| Shares | Shares | |
| Ordinary shares - fully paid | 272,358,347 | 272,358,347 |
| $ | $ | |
| 18,320,875 | 18,320,875 |
There was no movement in ordinary shares during the year
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Capital risk 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.
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.
| Note 18. Reserves Share reserve 1 Opening balance Movement Closing balance Profit reserve2 Opening balance Movement Closing balance Financial asset revaluation reserve3 Opening balance Movement Closing balance |
30 June 2024 $ 30 June 2023 $ 191,712 191,712 - - |
|---|---|
| 191,712 191,712 |
|
| 356,409 356,409 - - |
|
| 356,409 356,409 |
|
| 50,683 50,683 - - |
|
| 50,683 50,683 |
1 The share reserve is used to record the value of equity benefits provided to employees and directors as part of their remuneration.
2 Paragraph 202-45(e) of the ITAA 1997 does not prevent a company from franking a dividend paid to its shareholders that is paid out of profits recognised in the company's accounts and available for distribution, and is paid in accordance with the company's constitution and without breaching section 254T or Part 2J.1 of the Corporations Act, merely because the company has unrecouped accounting losses accumulated in prior years or has lost part of its share capital.
The Board set aside $580,000 from profits for year ended 30 June 2014 in a separate Profit Reserve account. This is to enable dividends to be paid franked regardless of whether the Group makes profit or losses in subsequent years, subject to solvency tests. Dividends of $111,795 in September 2014 and $111,796 in September 2015 were paid from this account leaving a balance of $356,409.
3 The financial asset revaluation reserve records revaluations of financial assets at fair value through other comprehensive income.
ENECO REFRESH LIMITED and its controlled entities 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
| Note 19. Accumulated losses Accumulated losses at the beginning of the financial year Profit/(Loss) after income tax expense for the year Accumulated losses at the end of the financial year Note 20. Auditors remuneration Audit and review of the financial report Taxation and technical advice services1 1Taxation and technical advisory services are provided by an entity affiliated to Stantons. Note 21. Reconciliation of cashflows from operating activities Profit/(Loss) after income tax expense for the year Adjustments for: Depreciation and amortisation expense Net (profit) on disposal of property, plant and equipment Investment Impairment of non-current asset Write-off of inventory (NT exit) AASB16 expense adjusted in finance activity Change in assets and liabilities Change in inventories Change in trade and other receivables Change in trade and other payables Change in other current assets Change in tax payable Change in provisions Net cash used in operating activities |
30 June 2024 $ 30 June 2023 $ (8,925,984) (9,023,671) (1,585,841) 97,687 |
|---|---|
| (10,511,825) (8,925,984) |
|
| 30 June 2024 $ 30 June 2023 $ 64,955 52,675 8,050 9,000 |
|
| 73,005 61,675 |
|
| 30 June 2024 $ 30 June 2023 $ (1,585,841) 97,687 1,066,158 1,039,543 153,765 (1,021,986) 9,345 - (299,123) 186,180 24,849 80,695 481,195 74,568 2,370,1861 (2,199,438) (2,251,645) 2,324,287 160,902 (97,012) - 37,509 (186,283) (209,706) |
|
| 104,839 150,996 |
1The movement in trade and other receivables includes amounts received from the insurers in relation to the fire and business interruption insurance amount of $2,233,392.
ENECO REFRESH LIMITED and its controlled entities 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
| Note 22. Parent entity information Statement of profit or loss and other comprehensive income Loss after income tax Total comprehensive loss Statement of financial position Total current assets Total non-current assets Total assets Total current liabilities Total liabilities Net assets Issued capital Reserves Accumulated Losses Total Equity The non-current assets in parent company includes Investments in subsidiaries and company loans. |
30 June 2024 $ (627,969) |
30 June 2023 $ (597,753) |
|
|---|---|---|---|
| (627,969) 2,391,532 7,698,946 |
(597,753) 1,051,381 9,671,723 |
||
| 10,090,478 | 10,723,104 | ||
| 301,754 | 306,411 | ||
| 301,754 | 306,411 | ||
| 9,788,724 | 10,416,693 | ||
| 18,320,875 598,804 (9,130,955) 9,788,724 |
18,320,875 598,804 (8,502,986) 10,416,693 |
||
Guarantees
Eneco Refresh Limited has not entered into any guarantees.
Other commitments and contingencies
Eneco Refresh Limited has no other commitments and contingencies.
Plant and equipment commitments
Eneco Refresh Limited has no commitments to acquire property, plant and equipment.
Significant accounting policies
Eneco Refresh Limited accounting policies do not differ from the Group as disclosed in the notes to the financial statements.
| Note 23. Key management personnel disclosure Short term employee benefits Post-employment benefits Long term benefits Other benefits |
30 June 2024 $ 30 June 2023 $ 1,081,276 992,084 73,468 67,717 1,455 3,140 111,925 - |
|---|---|
| 1,268,124 1,062,941 |
ENECO REFRESH LIMITED and its controlled entities 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
Note 24. Related party transactions
Parent entity
Eneco Refresh Limited is the parent entity. It is 51% owned by Eneco Investment Pte Ltd, a private company incorporated and domiciled in Singapore. As such, Eneco Investment Pte Ltd is the ultimate parent company to Eneco Refresh Limited. Eneco Investment Pte Ltd is represented by Koji Yoshihira on the Board of Eneco Refresh Limited. There have been no inter-company transactions with the ultimate parent company during the year.
Subsidiaries
Interest in subsidiaries is set out in note 26.
Key management personnel
Disclosures relating to key management personnel are set out in note 23 and the remuneration report included in the directors' report.
Transactions with related parties
There were inter-company revenues and cost of sales that were eliminated during the consolidation.
Receivable from and payables to related parties
There were no receivables from or payables to related parties at the current and previous period.
Loans to/from related parties
There are outstanding balances only between companies within the Group, which have been eliminated on consolidation.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 25. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and ageing analysis for credit risk. The risks to which the Group is exposed to are outlined below.
Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents and trade and other receivables. Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contractual obligations that could lead to a financial loss to the Group.
During the year, the company has a significant number of customers. However, sales to one major supermarket chain accounts for 20% of sales. There is a significant risk that in the event this customer is lost, the company revenues could be impacted adversely. The risk of non-recovery of debts from this customer is low.
The following table details the Group’s trade and other receivables exposed to credit risk with ageing analysis and impairment provided for thereon. Amounts are considered as ‘past due’ when the debt has not been settled within the terms and conditions agreed between the Group and the customer or counter party to the transaction. Receivables that are past due are assessed for impairment by ascertaining solvency of the debtors and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group.
ENECO REFRESH LIMITED and its controlled entities 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
| 2024 Trade receivables Other receivables 2023 Trade receivables Other receivables |
Net Amount Past due and impaired Past due but not impaired (days overdue) Within initial trade terms 31-60 61-90 >90 |
|---|---|
| 1,094,581 (11,649) 427,423 29,417 (57,160) 706,550 10,542 - - - - 10,542 1,105,123 (11,649) 427,423 29,417 (57,160) 717,092 1,309,813 (12,824) 416,172 43,325 (34,697) 897,837 2,165,496 - - - - 2,165,496 3,475,309 (12,824) 416,172 43,325 (34,697) 3,063,333 |
Liquidity Risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the Group’s remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
| 30 June 2024 Weighted average interest rate % Non-derivates Non-interest bearing Trade and other payables - Interest bearing Lease liability 4.80% Hire purchase liability Bank loans Total non-derivatives |
1 year or less Between 1 and 5 years Over 5 years Remaining contractual maturities $ $ $ $ 1,133,731 - - 1,133,731 516,959 3,312,367 - 3,829,326 - - - - - - - - |
|---|---|
| - |
| 30 June 2023 Weighted average interest rate % Non-derivates Non-interest bearing Trade and other payables - Interest bearing Lease liability 3.00% Hire purchase liability Bank loans Total non-derivatives |
1 year or less Between 1 and 5 years Over 5 years Remaining contractual maturities $ $ $ $ 3,347,867 - - 3,347,867 379,017 1,821,309 - 2,200,326 - - - - - - - - |
|---|---|
| 3,726,884 1,821,309 - 5,548,193 |
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
ENECO REFRESH LIMITED and its controlled entities 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group is exposed to interest rate movements through term deposits and online savers at fixed and variable rates, dependent on market rates on the day of investment and the length of the investment. The following table sets out the variable interest bearing and fixed interest-bearing financial instruments of the Group:
| Financial assets | Year end | Variable interest | Fixed interest |
|---|---|---|---|
| $ | $ | ||
| Cash and cash equivalents | 30 June 2024 | 1,854,130 | 2,459,073 |
| Cash and cash equivalents | 30 June 2023 | 4,214,900 | 1,180,289 |
The following table illustrates the estimated sensitivity to a 1% increase and decrease to fixed, variable interest rate fluctuations.
| Impact on pre-tax profit | Year end | Interest rates | Interest rates |
|---|---|---|---|
| +1% | - 1% | ||
| Cash and cash equivalents | 30 June 2024 | 43,132 | (43,132) |
| Cash and cash equivalents | 30 June 2023 | 53,952 | (53,952) |
The Group is also exposed to interest rate risk arising from long-term borrowings. Borrowings obtained at variable rates expose the Group to interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value risk.
Equity price risk
The Group’s listed equity investments are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group manages the equity price risk by placing limits on equity instruments. The Group’s Board reviews and approves all equity investment decisions. At the reporting date, the exposure to listed equity investments at fair value was $16,400.
Fair value hierarchy
The following tables detail the Group's assets and liabilities, measured or disclosed at fair value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3: Unobservable inputs for the asset or liability
| 2024 | Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|---|
| Financial assets | |||||
| Cash | and cash equivalents | - | 4,313,203 | - | |
| Trade | and other receivables | - | 1,105,123 | - | |
| - | Financial assets at fair value through OCI | 16,400 | - | - | 16,400 |
| 2023 | |||||
| Financial assets | |||||
| Cash | and cash equivalents | - | 5,395,189 | - | 5,395,189 |
| Trade | and other receivables | - | 3,475,309 | - | 3,475,309 |
| - | Financial assets at fair value through OCI | 16,400 | - | - | 16,400 |
There were no transfers between levels during the financial year. Other than investments of listed shares, there are no financial assets and financial liabilities readily traded on organised markets in standardised form.
ENECO REFRESH LIMITED and its controlled entities
44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
Note 26. Subsidiaries
The Company had the following subsidiaries during the year.
| Name of entity | Country of | % | ownership |
|---|---|---|---|
| Registration | |||
| 2024 | 2023 |
||
| Refresh Waters Pty Ltd | Australia | 100% | 100% |
| Refresh Waters Queensland Pty Ltd | Australia | 100% | 100% |
| Refresh Plastics Pty Ltd | Australia | 100% | 100% |
| Eneco Australia Pty Ltd | Australia | 100% | 100% |
Note 27. Contingent liabilities and assets
The Group has no contingent liabilities and assets as at 30 June 2024 (2023: Nil).
Note 28. Commitments
The Group has no commitment as at 30 June 2024 (2023: Nil) other than as disclosed in the Lease Liabilities.
Note 29. Matters subsequent to the end of the financial year
There are no significant subsequent events to disclose.
Note 30. Change in accounting policy
During the year ended 30 June 2024, there was no change in accounting policy.
ENECO REFRESH LIMITED and its controlled entities
45
CONSOLIDATED ENTITY DISCLOSURE STATEMENT FOR THE YEAR ENDED 30 JUNE 2024
| Name of entity | Type of | Trustee, | % of | Country of | Australian | Foreign tax |
|---|---|---|---|---|---|---|
| entity | partner, or | share | incorporation | Resident | jurisdiction | |
| participant in | capital | of foreign | ||||
| joint venture | held | residents | ||||
| Refresh Waters Pty | Body | n/a | 100 | Australia | Australia | n/a |
| Ltd | corporate | |||||
| Refresh Waters | Body | n/a | 100 | Australia | Australia | n/a |
| Queensland Pty Ltd | corporate | |||||
| Refresh Plastics | Body | n/a | 100 | Australia | Australia | n/a |
| Pty Ltd | corporate | |||||
| Eneco Australia Pty | Body | n/a | 100 | Australia | Australia | n/a |
| Ltd | corporate |
Basis of preparation
This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of financial year in accordance with AASB10 Consolidated Financial Statements.
Determination of tax residency
Section 295(A)(vi) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are difference interpretation that could be adopted and which could give rise to a different conclusion of residency.
In determining tax residency, the Group has applied the following interpretations:
-
Australian tax residency
-
The group has applied current legislation and judicial precedent, including having regard to the Tax Commissioner’s public guidance in Tax Ruling TR2018/5
-
Foreign tax residency
Where necessary, the group has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with (see section 295(3A)(vii) of the Corporations Act 2001 ).
ENECO REFRESH LIMITED and its controlled entities 46
DIRECTORS’ DECLARATION
In the directors’ opinion:
-
the attached financial statements and notes comply with the Corporations Act 2001 , the Accounting Standards,
-
the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements;
-
the attached financial statements and notes give a true and fair view of the Group’s financial position as at 30
-
June 2024 and of its performance for the financial year ended on that date; and
-
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become
-
due and payable, and
-
the consolidated entity disclosure statement on page 46 is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001 .
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001
On behalf of the directors
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Colin Moran Non-executive Chairman SYDNEY, 27 September 2024
ENECO REFRESH LIMITED and its controlled entities 47
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PO Box 1908 West Perth WA 6872 Australia
Level 2, 40 Kings Park Road West Perth WA 6005 Australia
Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 84 144 581 519 www.stantons.com.au
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ENECO REFRESH LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Eneco Refresh Limited (“the Company”) and its subsidiaries (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information, the consolidated entity disclosure statement and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial performance for the year then ended; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110: Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have defined the matters described below to be key audit matters to be communicated in our report.
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Liability limited by a scheme approved under Professional Standards Legislation
Stantons Is a member of the Russell Bedford International network of firms
Key Audit Matters
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How the matter was addressed in the audit
Completeness and accuracy of revenue (refer to Notes 1 and 4(a) to the consolidated financial statements)
The Group earns revenue primarily from the sale of bottled water and accessories and sale of plastic products. Revenue is generally recognised when the Group delivers the products to its customers. During the year ended 30 June 2024, the Group recognised revenue of $15,452,354.
We determined revenue to be a key audit matter due to the following:
-
(i) under AASB 15 Revenue from Contracts with Customers (AASB 15), application of revenue recognition involves the evaluation of the appropriateness of management’s judgements and estimates; and
-
(ii) the significance of the Revenue to the Group.
Inter alia, our audit procedures included the following:
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i. obtaining an understanding of the revenue transaction cycle including identifying controls over revenue transaction and carrying out a walk-through test;
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ii. testing the operating effectiveness of the key controls over the revenue recognition process that ensure completeness, accuracy and timing of revenue recognised;
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iii. analysing significant sales contracts to verify correct accounting treatment in accordance with the Group’s accounting policy and AASB 15 ;
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iv. performing cut-off testing, including checking material credit notes issued to ensure that revenue transactions around the year-end have been recorded in the correct period;
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v. performing substantive tests and analytical procedures on revenue and costs of sales; and
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vi. assessing the appropriateness of the Group’s revenue recognition accounting policies and the adequacy of the disclosures in the financial statements.
Existence and Valuation of Inventory
(refer to Notes1 and 9 to the consolidated financial statements)
As at 30 June 2024, the Group’s inventory amounted to $1,438,228.
Inventory is made up of raw materials, pet bottles, bottled water products and plastic toys. These inventories are located in the various areas of operations, including Western Australia, Victoria, New South Wales and Queensland.
Inventories are measured at the lower of cost and net realisable value.
We consider inventory existence and valuation as a key audit matter due to:
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the significance of the balance at the reporting date;
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the significant judgments and key assumptions applied by the management in determining the allowance for slow-moving inventories and the level of inventories write down required based on Net Realisable Value (NRV) assessment in accordance with AASB 102 Inventories (AASB 102).
Inter alia, our audit procedures included the following:
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i. obtaining an understanding of the inventory transaction cycle including identifying controls over inventory transactions and carrying out a walkthrough test;
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ii. assessing the appropriateness of the Group’s accounting policies for recognition and measurement of inventories in accordance with AASB 102;
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iii. testing the operating effectiveness of the Group’s control around inventory purchases;
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iv. attending and observing the physical stocktake, on selected warehouses and selecting a sample of inventory lines and tracing the counted quantity to final stock valuation worksheets;
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v. With respect to slow-moving inventories, reviewing management’s assessment and evaluated the adequacy of the allowance made by management;
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vi. testing on a sample basis the accuracy of cost for inventory by verifying the actual production costs, and testing the NRV by comparing actual cost with relevant selling prices; and
vii. Assessing the adequacy of the related disclosures in notes to the consolidated financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2024 but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance opinion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report, or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
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a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 (other than the consolidated entity disclosure statement); and
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b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001 , and for such internal control as the directors determine is necessary to enable the preparation of:
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i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and
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ii) the consolidated entity disclosure statement that is true and correct and is free from misstatement whether due to fraud and error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report.
The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.
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The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of 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 conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in Internal control that we identify during our audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2024.
In our opinion, the Remuneration Report of Eneco Refresh Limited for the year ended 30 June 2024 complies with section 300A of the Corporations Act 2001 .
Responsibilities
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.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (An Authorised Audit Company)
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Eliya Mwale Director West Perth, Western Australia 27 September 2024
CORPORATE GOVERNANCE STATEMENT
The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such, Eneco and its controlled entities have adopted a corporate governance framework and practices to ensure they meet the interests of shareholders.
Eneco complies with the Australian Securities Exchange Corporate Governance Council’s Corporate Governance Principles and Recommendations 4[th] Edition (the ASX Principles). This statement incorporates the disclosures required by the ASX Principles under the headings of the eight core principles.
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Lay solid foundations for management and oversight
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Structure the board to add value
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Promote ethical and responsible decision-making
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Safeguard integrity in financial reporting
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Make timely and balanced disclosure
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Respect the rights of shareholders
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Recognise and manage risk
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Remunerate fairly and responsibly
Refresh considers its practices achieve compliance in a manner appropriate for smaller listed entities. All of these practices, unless otherwise stated, were in place for the full reporting period.
Information on the Group’s corporate governance policies and practices could be found on Refresh website at www.enecorefresh.com.au. Below is only a summary of our Corporate Governance Statement.
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 Board is ultimately responsible for ensuring its actions are in accordance with key corporate governance principles
Board Composition
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 Colin Moran, Michael Pixley, Peter Chai, Koji Yoshihara and Reiichi Natori.
The Board possesses the following skills matrix: International business Leadership Management Sales and marketing Finance Human resource management Operations and logistics Information technology
Nominations Committee
The Board has considered the need for a Nominations Committee. We believe that it is more appropriate for such responsibilities to be met by the full Board rather than a separate committee.
Audit & Risk Management Committee
The names and qualifications of those appointed to the Audit & Risk Management Committee and their attendance at meetings of the committee are included in the Directors’ Report.
Remuneration Committee
The names of the members of the Remuneration Committee and their attendance at meetings of the committee are detailed in the Directors’ Report.
Remuneration Policies
Details on remuneration policies for key management personnel are stated in the Directors’ Report.
ENECO REFRESH LIMITED and its controlled entities 52
CORPORATE GOVERNANCE STATEMENT
Performance Evaluation
Regular communication between directors and the Chairman is encouraged. The performance of a director is continually monitored by the Chairman and peers. The Board conducts formal review of the requirements and performance of all directors periodically:
Evaluation of the Board, its committees, individual directors or senior executives was not made in the last financial year.
Risk Management and Compliance Policy
The Group's business strategies and activities involve risk. Risk is minimised to the extent it does not inhibit the Group from pursuing its goals and objectives with a considered and balanced view of risk. The Group participates in the internationally recognised Hazard Analysis and Critical Control Point (HACCP) program. The Perth factory is HACCP certified. It is our plan to progressively have the other factories certified. The stringent quality control will ensure there is little risk of contamination
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:
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act honestly and in good faith;
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exercise due care and diligence in fulfilling the functions of office;
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avoid conflicts and make full disclosure of any possible conflict of interest;
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comply with the law;
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encourage the reporting and investigating of unlawful and unethical behaviour; and
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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 Group’s Trading Policy are posted on its website: www.enecorefresh.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:
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a. Two weeks prior to the release of the following reports:
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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, ethnicity and cultural background. The Group 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 | 19 | 28 |
Shareholder Rights
Shareholders are entitled to vote on significant matters impacting the business, which include the election and remuneration of directors and changes to the constitution. They are also entitled to receive the annual and interim financial statements. The Group has organised with its share registry for shareholders to receive and send communications electronically. Those requiring hard copies of documents need to opt in through the share registry.
Shareholders are strongly encouraged to attend and participate in the Annual General Meetings where most directors, the CEO and the auditors are present to answer any question they might have. In the event they are unable to attend these meetings, they could appoint proxies to vote on their behalf.
ENECO REFRESH LIMITED and its controlled entities 53
SHAREHOLDER INFORMATION
Shareholder information set out below was as at 26 September 2024
Distribution of Ordinary Shares
| stribution of Ordinary Shares | |
|---|---|
| Range of Shares | Total Holders |
| 1 - 1,000 | 11 |
| 1,001 - 5,000 | 14 |
| 5,001 - 10,000 | 170 |
| 10,001 - 100,000 | 171 |
| 100,001 and over | 76 |
| Total | 442 |
| Holders of less than a marketable parcel of ordinary shares | 317 |
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.
Substantial Shareholders - Ordinary Shares
| Shares | % | |
|---|---|---|
| Eneco Investment Pte Ltd | 138,902,757 | 51.0 |
20 Largest Shareholders - Ordinary Shares
| Name ENECO INVESTMENT PTE LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED MUI SENG CHOY (PETER CHOY) MONEX BOOM SECURITIES (HK) LTD CITICORP NOMINEES PTY LIMITED MR HENRY ENG CHYE HENG + MS SOK HWA NGOH FAMILY A/C> MR BOON KHENG ONG MS INN HOON JUDY ONG MR EDMUND SOON KIN TEO + MRS JANICE TEO A/C> MS ING CHENG DIANA ONG MS WENYUN VENETIA SU HENG INVESTMENT PTY LTD MR DJUANDA HADI MR ENG HUAT ONG MR HARYANTO MS MAY PHENG LEONG MR MENG LEONG LYE MS ING CHENG DIANA ONG EST MIS HUONG THANH THI PHAM MS MIKI EGASHIRA Total Shares on Issue |
Units 138,902,757 24,332,580 10,350,000 9,899,294 9,270,811 9,175,550 6,040,529 5,411,550 5,034,811 4,321,900 2,662,266 2,482,434 2,104,550 2,010,000 2,000,000 1,923,077 1,685,000 1,616,900 1,368,282 1,328,371 241,920,662 272,358,347 |
% Units 51.0 8.9 3.8 3.6 3.4 3.4 2.2 2.0 1.9 1.6 1.0 0.9 0.8 0.7 0.7 0.7 0.6 0.6 0.5 0.5 88.8 |
|---|---|---|
ENECO REFRESH LIMITED and its controlled entities 54