ENECO REFRESH LTD — Interim / Quarterly Report 2012

Feb 28, 2012

Half-Year Financial Report

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Appendix 4D

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Results for announcement to the market

1. Results for the half year to 31 December 2011 and the corresponding period to 31 December 2010

Company Result Revenue from ordinary activities down 16% to Losses for the period attributable to members down 90% to	A$’000 2,947 (108)

For the Period ending Net tangible asset per share Net asset per share	31 Dec 11 $0.03 $0.04	31 Dec 10
		$0.02 $0.06

Dividends

No interim dividend is payable

2. Brief Explanation of the Result

The company has performed much better. For the first time, operations in all 4 states reported profits. However, after corporate expenses, earnings before interest and tax still comes to a $59k loss. Being in a seasonal business, we sell more in summer than in winter. As such, the first half has always been a weaker half and an operating profit for the full year is still achievable.

For more details, please refer to Page 3 of the Directors’ Report.

3. Details of entities over which control has been gained or lost during the period

Nil

Appendix 4D Half-Year Financial Report

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4. Details of individual and total dividends or distributions and dividend or distribution payments

Nil

5. Details of any dividend or distribution reinvestment plans in operation and the last date for the receipt of an election notice for participation in any dividend or distribution reinvestment plan

Nil

6. Details of associates and joint venture entities including the name of the associate or joint venture entity and details of the reporting entity’s percentage holding in each of these entities and – where material to an understanding of the report - aggregate share of profits (losses) of these entities, details of contributions to net profit for each of these entities, and with comparative figures for each of these disclosures for the previous corresponding period.

Nil

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Refresh Group Limited

and its controlled entities

ABN 28 079 681 244

Half Year Financial Report

31 December 2011

REFRESH GROUP LIMITED – HALF YEAR REPORT

Table of Contents

DIRECTORS’ REPORT ............................................................................................................... 3
AUDITORS' INDEPENDENCE DECLARATION…………………………………………….……… 4
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ............................................ 5
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ……………………………… ........ 6
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ..................................................... 7
CONSOLIDATED STATEMENT OF CASH FLOWS ................................................................... 8
1. CORPORATE INFORMATION ....................................................................................... 9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ............................................. 9
3. SIGNIFICANT EVENTS AND TRANSACTIONS .......................................................... 10
4. OPERATING SEGMENTS …………………………………………………………………..11
5. EARNINGS PER SHARE .............................................................................................. 12
6. ISSUED CAPITAL ......................................................................................................... 13
7. INTANGIBLE ASSETS .................................................................................................. 13
8. RELATED PARTY TRANSACTIONS……………………………………………………....14
9. EVENTS AFTER THE BALANCE SHEET DATE ......................................................... 14
DIRECTORS’ DECLARATION ................................................................................................... 15
INDEPENDENT REVIEW REPORT .......................................................................................... 16

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REFRESH GROUP LIMITED – HALF YEAR REPORT

DIRECTORS’ REPORT

Your directors submit their report for the half-year ended 31 December 2011.

DIRECTORS

The names of the directors of the Company in office at the date of this report or during the half-year are:

Henry Heng Edmund Teo Mun Yew Chan Jamie Gee Choo Khoo

REVIEW AND RESULTS OF OPERATIONS

The company has performed much better. For the first time, operations in all 4 states reported profits. However, after corporate expenses, earnings before interest and tax still comes to a $59k loss. Interest expense added another $49k resulting in a total loss of $108k for the half year. Being in a seasonal business, we sell more in summer than in winter. As such, the first half has always been a weaker half and an operating profit for the full year is still achievable.

The drop in revenue comes about because of the demerger of Aridtec Pte Ltd and the closure of the Fusion division, both of which resulted in the company chalking up a huge loss in the previous period. Removing sales of these two for comparison purposes, revenue actually grew 6%. This is despite more customers closing down than in previous years of operations. We are in both manufacturing and retail which are worst hit in Australia’s 2-speed economy but have done rather well.

Details of the results are found in Note 4 Operating Segment.

AUDITOR’S INDEPENDENCE DECLARATION

We have obtained an independence declaration from our auditors, Grant Thornton Audit Pty Ltd, which is included on page 4.

Signed for and on behalf of the directors in accordance with a resolution of the Board.

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Henry Heng Executive Chairman Dated 28 February 2012 Perth, Western Australia

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10 Kings Park Road West Perth WA 6005 PO Box 570 West Perth WA 6872 T +61 8 9480 2000 F +61 8 9322 7787 E info.wa@au.gt.com W www.grantthornton.com.au

Auditor’s Independence Declaration

To The Directors of Refresh Group Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the review of Refresh Group Limited for the half-year ended 31 December 2011, I declare that, to the best of my knowledge and belief, there have been:

• a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

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

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GRANT THORNTON AUDIT PTY LTD Chartered Accountants

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P W Warr Partner - Audit & Assurance

Perth, 28 February 2012

Grant Thornton Audit Pty Ltd ABN 94 269 609 023 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards Legislation

REFRESH GROUP LIMITED – HALF YEAR REPORT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE HALF YEAR ENDED 31 DECEMBER 2011

Notes Revenue Cost of Sales Gross Profit Other income Marketing Expenses Distribution Expenses Production, Research and Development Expenses 3a Administrative Expenses Occupancy Expenses Other expenses 3b Results from operating activities Finance income Finance costs Net finance costs Loss before income tax Income tax expense (credit) Net loss attributable to members of Refresh Group Limited Other comprehensive income Foreign currency translation Total comprehensive income/(loss) attributable to members of Refresh Group Limited Basic earnings/(loss) per share (cents per share) Diluted earnings/(loss) per share (cents per share)	6 months to 31 December 2011 $ 6 months to 31 December 2010 $ 2,947,511 3,527,221 (1,163,307) (1,737,771)
	1,784,204 1,789,450 (24,471) 21,060 (235,304) (568,362) (604,098) (680,739) - (117,243) (694,352) (855,246) (284,775) (339,005) - (288,537)
	(58,796) (1,038,622)
	69 2,919 (49,048) (18,331)
	(48,979) (15,412)
	(107,775) (1,054,034) - -
	(107,775) (1,054,034) - (58,013)
	(107,775) (1,112,047)
	(0.13) (0.94) (0.13) (0.94)

The condensed consolidated financial statements should be read in conjunction with the accompanying notes

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REFRESH GROUP LIMITED – HALF YEAR REPORT

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2011

ASSETS Current Assets Cash and cash equivalents Trade and other receivables Inventories Total Current Assets Non Current Assets Other financial assets Property, plant and equipment Intangible assets Total Non Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Financial liabilities Short-term provisions and accruals Total Current Liabilities Non-Current Liabilities Financial liabilities Long-term provisions Total Non-current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Equity attributable to equity holders of the parent Issued capital Reserves Accumulated losses TOTAL EQUITY	Notes	31 December 2011 $ 30 June 2011 $
	7 6	137,373 130,287 678,523 543,323 933,280 962,873
		1,749,176 1,636,483
		1,050 1,050 1,966,020 2,141,025 756,415 756,415
		2,723,485 2,898,490
		4,472,661 4,534,973
		664,273 675,770 447,705 379,771 116,480 122,185
		1,228,458 1,177,726
		56,310 65,580 52,058 48,057
		108,368 113,637
		1,336,826 1,291,363
		3,135,835 3,243,610
		8,406,595 8,406,595 191,712 191,712 (5,462,472) (5,354,697)
		3,135,835 3,243,610

The condensed consolidated financial statements should be read in conjunction with the accompanying notes

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REFRESH GROUP LIMITED – HALF YEAR REPORT

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2011

Balance at 1 July 2010 Equity fund raising costs Issue of share capital Transactions with owners Loss for the period Other comprehensive loss Balance at 31 December 2010 Balance at 1 July 2011 Equity fund raising costs Issue of share capital Transactions with owners Loss for the period Balance at 31 December 2011	Issued Capital Fund Raising Cost Other Reserves Foreign Currency Translation Reserve 6,308,101 (464,768) 187,020 - - (74,787) - - 5,794,049 - - -	Accumulated Losses Total (1,767,953) 4,262,400 - (74,787) - 5,794,049
	12,102,150 (539,555) 187,020 -	(1,767,953) 9,981,662
	- - - (58,013)	(1,054,034) (1,054,034) - (58,013)
	12,102,150 (539,555) 187,020 (58,013)	(2,821,987) 8,869,615
	8,946,150 (539,555) 191,712 - - - - - - - - -	(5,354,697) 3,243,610 - - - -
	8,946,150 (539,555) 191,712 -	(5,354,697) 3,243,610
	- - - -	(107,775) (107,775)
	8,946,150 (539,555) 191,712 -	(5,462,472) 3,135,835

The condensed consolidated financial statements should be read in conjunction with the accompanying notes

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REFRESH GROUP LIMITED – HALF YEAR REPORT CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2011

Cash flows from operating activities Receipts from customers Payments to suppliers and employees Borrowing costs Interest received Net cash flows from/(used in) operating activities Cash flows from investing activities Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Repayment to director related entity Purchase of other non-current assets Acquisition of subsidiaries, net of cash acquired Net cash flows from/(used in) investing activities Cash flows from financing activities Proceeds from issue of shares Proceeds from borrowing Proceeds from related parties loans Share Issue expenses Repayment of borrowings Net cash flows from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	6 months to 31 December 2011 $ 6 months to 31 December 2010 $
	2,790,561 3,263,024 (2,812,256) (4,467,918) (40,415) (18,331) 69 2,919
	(62,041) (1,220,306)
	2,877 12,243 (11,654) (479,802) - - - - - -
	(8,777) (467,559)
	- 1,102,050 - 96,997 101,240 281,635 - (49,787) (23,336) (37,544)
	77,904 1.393,351
	7,086 (294,514) 130,287 536,891
	137,373 242,377

The condensed consolidated financial statements should be read in conjunction with the accompanying notes

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REFRESH GROUP LIMITED – HALF YEAR REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2011

1. CORPORATE INFORMATION

The financial report of Refresh Group Limited for the half-year ended 31 December 2011 was authorised for issue in accordance with a resolution of the directors on 28 February 2012. Refresh Group Limited is a company incorporated in Australia and limited by shares which are publicly traded on the Australian Securities Exchange.

The Group offers complete drinking water solutions. Its principal activities are the production and/or distribution of bottled water, coolers and filtration systems. Being the largest producer of distilled water in Australia, it also supplies pure water for commercial and industrial use.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The half-year financial report does not include all of the notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report.

The half-year financial report should be read in conjunction with the annual Financial Report of Refresh Group Limited as at 30 June 2011.

It is also recommended that the half-year financial report be considered together with any public announcements made by Refresh Group Limited and its controlled entities during the half-year ended 31 December 2011 in accordance with the continuous disclosure obligations arising under the Corporations Act 2001.

(a) Basis of preparation

The half-year consolidated financial report is a general purpose financial report, which has been prepared in accordance with the requirement of the Corporations Act 2001, applicable Accounting Standards, including AASB134 Interim Financial Reporting and other mandatory professional reporting requirements. The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the company’s 2011 annual financial report for the financial year ended 30 June 2011, except for the impact of the Standards and Interpretations described below. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards.

For the purpose of preparing the half-year financial report, the half-year has been treated as a discrete reporting period.

(b) Significant accounting policies

The half-year consolidated financial statements have been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year to 30 June 2011.

The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these half-year consolidated financial statements.

(c) Basis of consolidation

The half-year consolidated financial statements comprise the financial statements of Refresh Group Limited and its controlled subsidiaries (the Group).

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REFRESH GROUP LIMITED – HALF YEAR REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2011

(d) Going Concern

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

The Consolidated entity incurred a net loss of $107,775 and had cash outflows from operations of $62,042 during the period ended 31 December 2011.

The ability of the consolidated entity to continue paying its debts as and when they fall due is dependent upon the consolidated entity’s improving its profitable operations, the raising of additional equity funds and finance funding (as and when required) and limiting the consolidated entity’s cash burn rate.

The management is continuing its effort to increase revenue through securing new contracts on its core business. With its recent drastic cost cutting measures and developing new strategies, the consolidated entity is expecting to produce a profit in the near future. We are also actively seeking funding from potential investors.

In the event that the consolidated entity is unable to continue as a going concern, it may be required to realise all assets at amounts different from that recorded in the statement of financial position, settle liabilities other than in the ordinary course of business, and make provision for other costs which may arise as a result of cessation or curtailment of normal business procedures.

3. SIGNIFICANT EVENTS AND TRANSACTIONS

There are no significant events affecting the operations of the consolidated group during the last 6 months.

(a) Production, Research and Development Expenses

The production, research and development expenses for the 6 month period ended 31 December 2010 related to Aridtec Pte Ltd which was demerged during the period ending 30 June 2011.

(b) Other Expenses

The other expenses for the 6 month period ended 31 December 2010 related to amortization of patents related to Aridtec Pte Ltd which was demerged during the period ending 30 June 2011.

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REFRESH GROUP LIMITED – HALF YEAR REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2011

4. OPERATING SEGMENTS

Segment Information

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

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

Types of products and services by segment

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

Basis of accounting for purposes of reporting by operating segments

(a) Accounting policies adopted

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

(b) Intersegment transactions

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

(c) Segment assets

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

(d) Segment liabilities

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

(e) Unallocated items

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

• income tax expense

• corporate costs

• deferred tax assets and liabilities

• current tax liabilities

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REFRESH GROUP LIMITED – HALF YEAR REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

(f) Segment performance

31 December 2011 Revenue from external customers Segment operating profit/(loss) Total assets Total liabilities 31 December 2010 Revenue from external customers Segment operating profit/(loss) Total assets Total liabilities	WA NSW VIC QLD FUSION (National) ARIDTEC (Singapore) OTHER (Corporate) TOTAL
	1,451,470 577,532 255,599 662,910 - - - 2,947,511
	67,001 30,938 1,223 30,352 - - (237,289) (107,775)
	1,748,186 984,264 381,232 1,341,499 - - 17,480 4,472,661
	881,602 4,679 1,332 89,481 - - 359,732 1,336,826 1,267,370 533,998 228,576 612,934 793,875 90,468 - 3,527,221 149,614 28,314 (21,568) (138,081) (428,369) (366,053) (277,891) (1,054,034) 2,627,601 770,610 410,176 1,260,242 455,259 4,811,242 153,459 10,488,589
	1,138,156 10,934 1,394 67,860 90,686 82,379 227,565 1,618,974

5. EARNINGS PER SHARE

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

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

The following reflects the loss and share data used in the total operations basic and diluted earnings per share computations:

Loss attributable to members of the parent entity Weighted average number of ordinary shares for basic earnings per share Basic loss per share (cents per share)	CONSOLIDATED 31.12.11 31.12.10
	(107,775) (1,054,034) 86,046,065 111,578,928 (0.13) (0.94)

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

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REFRESH GROUP LIMITED – HALF YEAR REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

6. ISSUED CAPITAL

Ordinary shares Issued and fully paid Movements in ordinary shares on issue 6 months to 31 December 2011 At 1 July 2011 At 31 December 2011	CONSOLIDATED 31.12.11 30.06.11 $ $ 8,406,595 8,406,595
	Number $ 86,046,065 8,406,595
	86,046,065 8,406,595

Effective 1 July 1998, the Company Law Review Act abolished the concept of authorised capital. Accordingly, the Company does not have authorised capital or par value in respect of its issued shares.

7. INTANGIBLE ASSETS

Due to the current economic environment, changes to the Company’s operating results and forecasts, and a reduction in the Company’s market capitalisation, the Company determined a triggering event had occurred and performed a goodwill impairment test at 31 December 2011.No impairment of intangible assets had been recognized at 31 December 2011.

Goodwill is allocated to the Company’s cash generating units “CGUs”. The Company tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.

In accordance with AASB 136, “Impairment of Assets”, the Company performed its goodwill impairment test by comparing the recoverable amount of each CGU with its carrying amount, including goodwill. The recoverable amount of a CGU was determined based on value-in-use calculations. Value-in-use is calculated based on the present value of cash flow projections over a five year period including a terminal value. The growth rate assumptions of 5%, reflecting achievement of at least a long-term estimate of inflation in the region in which each CGU operates. Management prepared the value-in-use calculations with reference to historical results and forecasts for each CGU.

The discount rate for each CGU was estimated based on the Company’s weighted average cost of capital adapted for the regions in which the CGUs operate. The discount rate used is 14%.

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REFRESH GROUP LIMITED – HALF YEAR REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

8. RELATED PARTY TRANSACTIONS

Loans (i) Line of credit (ii) Total amounts payable to related parties	CONSOLIDATED 31.12.11 30.06.11 $ $ 160,000 110,000 250,000 218,000
	410,000 328,000

(i) The loan facilities have a fixed interest rate of 20%

(ii) Unsecured revolving line of credit amounting with a limit of $300,000 and a 12% fixed interest rate. At 31 December 2011 $50,000 (2010: $142,594) of the revolving line of credit was unused.

These amounts are included in financial liabilities on the consolidated statement of financial position.

9. EVENTS AFTER BALANCE SHEET DATE

No significant events have occurred between the reporting date and the date of authorisation.

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REFRESH GROUP LIMITED – HALF YEAR REPORT

DIRECTORS’ DECLARATION

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

In the opinion of the directors:

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

(i) give a true and fair view of the financial position as at 31 December 2011 and the performance for the half-year ended on that date of the consolidated entity; and

(ii) comply with Accounting Standard AASB 134 “Interim Financial Reporting” and the Corporations Regulations 2001; and

• b) There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

On behalf of the Board

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Henry Heng Executive Chairman Dated 28 February 2012 Perth, Western Australia

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10 Kings Park Road West Perth WA 6005 PO Box 570 West Perth WA 6872 T +61 8 9480 2000 F +61 8 9322 7787 E info.wa@au.gt.com W www.grantthornton.com.au

Independent Auditor’s Review Report To the Members of Refresh Group Limited

We have reviewed the accompanying half-year financial report of Refresh Group Limited (“Company”), which comprises the consolidated financial statements being the statement of financial position as at 31 December 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, a statement of accounting policies, other selected explanatory notes and the directors’ declaration of the consolidated entity, comprising both the Company and the entities it controlled at the half-year’s end or from time to time during the half-year.

Directors’ responsibility for the half-year financial report

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

Auditor’s responsibility

Our responsibility is to express a conclusion on the consolidated half-year financial report based on our review. We conducted our review in accordance with the Auditing Standard on Review Engagements ASRE 2410: Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the consolidated entity’s financial position as at 31 December 2011 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Refresh Group Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

Grant Thornton Audit Pty Ltd ABN 94 269 609 023 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards Legislation

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A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

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

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Refresh Group Limited is not in accordance with the Corporations Act 2001, including:

• a giving a true and fair view of the consolidated entity’s financial position as at 31 December 2011 and of its performance for the half-year ended on that date; and

• b complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporations Regulations 2001.

Material uncertainty regarding continuation as a going concern

Without qualifying our opinion, we draw attention to Note 2 in the financial report which indicates that the Company incurred a net loss of $107,775 during the half year ended 31 December 2011 and, as of that date, the Company’s cash outflows from operations was $62,041. These conditions, along with other matters as set forth in Note 2, indicate the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern and therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business, and at the amounts stated in the financial report.

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GRANT THORNTON AUDIT PTY LTD Chartered Accountants

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P W Warr Director - Audit & Assurance

Perth, 28 February 2012