ZICOM GROUP LIMITED

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

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Appendix 4E

ASX Preliminary Final Report 30 June 2012

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Name of entity: ZICOM GROUP LIMITED ABN: 62 009 816 871

Reporting Period:

Year Ended 30 June 2012

Previous corresponding period: Year Ended 30 June 2011

Results for announcement to the market

				2012	2011
Revenues from ordinary	Down	12%	To	S$128,959,425	S$146,444,206
activities
Net Profit from ordinary
activities after tax attributable to members	Down	44%	To	S$7,836,053	S$14,087,014
Net Profit for the period attributable to members	Down	44%	To	S$7,836,053	S$14,087,014

	Amount per
	security
Interim dividend (unfranked)	A$0.0045
Final dividend (unfranked)	A$0.0055
Record date for determining	entitlements to the dividend	16 November 2012
Date the dividend is payable		30 November 2012

Date the dividend is payable

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Review of Operations

Results

The Group’s consolidated revenue for the full year is S$130.65m as compared with S$147.19m in the previous year, a decrease of 11%. The Group’s full year net consolidated profits after tax attributable to members to 30 June 2012 are S$7.84m as compared with S$14.09m in the previous year, a decrease of 44%.

The net profit margin achieved for the full year is 6.1% as compared with 9.6% in the previous year. The 3.5% decrease is mainly attributable to the slowdown in the offshore marine, oil and gas segment.

Earnings per share dropped from Singapore 6.62 cents to 3.69 cents per share a decrease of 2.93 cents.

Net tangible assets per share increased from Singapore 32.76 cents to 34.22 cents per share.

Return on equity, based on average of the opening and closing equity, for the year was 9.7% as compared to 19.5% in 2011 and 16.4% in 2010.

The average rates for currency translation for revenue and expenses are A$1 to S$1.3031 (2011: S$1.2865) and for balance sheet items A$1 to S$1.2917 (2011: S$1.3245).

The results for the full year have been impacted by the decrease in revenue from the offshore marine segment, losses arising out of initial problems encountered in integrating various skills in the oil and gas segment and precommercialisation gestation costs on start-up companies that we invested in 2010.

The sharp spike in oil prices from below US$50 a barrel in 2004 to a record high of US$147 in mid-2008 gave rise to unbridled exuberance and speculation in the marine offshore sector prior to the Global Financial Crisis (“GFC”), resulting in excess capacities. Post GFC, the global financial industry also deleveraged. The combined effect of these factors subsequently impacted against demand for marine equipment which was strongly felt by us in the year just ended, notwithstanding that during the year there has been a strong resurgence in oil rig orders globally. Oil rig orders now parallel the previous peak. Gratuitously, demand for oil as evidenced by its less volatile price range post GFC has appeared to be more stabilized. We believe that the present orders for new offshore vessels giving rise to demand for our deck machinery reflect realistic demand.

The Group’s businesses are focused on the Asia Pacific region from Australia to China. The Asia Pacific economies, although decelerating, have proved to be extremely resilient and will continue to grow.

The Group’s business is pegged to long term sustainability and prudent financial management. This policy enables the Group to continue to deliver profits for shareholders before and after the GFC and to maintain a strong financial position. The Group’s prudence in financial management has withstood the stress of uncertain times. The Group has fully funded its investments on start-up companies possessing disruptive technologies and high growth potentials from available internal resources.

To accelerate commercialization of the various start-ups, we have committed further investments of up to S$3m into these companies from our internal resources.

The Group is confident of a strong recovery in the marine offshore, oil and gas sector. The Group’s other revenue sectors likewise are expected to continue to grow in the financial year 2013. Gestation costs in start-ups taper off as their commercialization efforts take off. Your directors believe that the global economy remains challenging and may slow down further. Although we cannot escape completely unscathed, the Group’s businesses remain robust. We are therefore hopeful to achieve significant growth in profits in the coming year barring no unforeseen deterioration in the world’s economic order.

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

A comparison of the results of the current year with the previous year is as follows:-

Key Financials	Change (%)	12 months ended 30 Jun 12 (S$ million)	12 months ended 30 Jun 11 (S$ million)
Revenue	- 11.2	130.65	147.19
Earnings before interest, tax, depreciation, & amortisation (EBITDA)	- 39.6	13.59	22.49
Net profits after tax (NPAT)	- 44.4	7.84	14.09

The Group’s cash balances remain strong. As at 30 June 2012, the group’s total cash and bank balances were S$24.45m as compared with S$23.67m as at 30 June 2011.

Segmental Revenue

The following is an analysis of the segmental results :-

Revenue by Business Segments	Change (%)	12 months ended 30 Jun 12 (S$ million)	12 months ended 30 Jun 11 (S$ million)
Offshore Marine,Oil and Gas Machinery	- 41.1	34.35	58.33
Construction Equipment	+ 3.9	57.39	55.23
Precision Engineering& Automation	+ 13.9	34.90	30.65
Industrial & Mobile Hydraulics	- 0.6	3.19	3.21

Offshore Marine, Oil & Gas Machinery

Rationalisation of the excess capacities in offshore vessels post GFC had slowed demand for deck machinery. Orders for offshore vessels have begun to recover following huge oil rig orders being placed globally, as deep sea oil and gas exploration and production activities have increased in the past 18 months. The demand for our deck machinery usually lags behind the demand for offshore oil rigs by about 2 to 3 years. The Group has developed its capability to supply to offshore vessels for deep seas operations exceeding 500m depth and has recently secured its first order for such deck machinery. At present the bulk of offshore vessels operate below 500m depth and these form the major part of demand for deck machinery. The Group’s capability now enables it to align itself with, and to meet the demand of, the oil industry in their foray into deeper sea operations. We remain confident that demand in the offshore marine sector continues to be robust.

Demand for offshore structures for operations of remote operated vehicles in sub-seas operations is expected to likewise strengthen in parallel with the demand for deck machinery for offshore operations.

Our foray into the engineering, procurement and construction (EPC) of oil and gas projects has been relatively recent. Our first 2 EPC projects that involved engineering personnel over 3 countries in Indonesia, Singapore and Bangladesh encountered initial problems in integration of work culture and engineering disciplines. As a result we suffered losses in execution of these projects. We have addressed these problems and are confident that going forward such losses are not likely to recur. Prospects for this sector are strong and we are hopeful of increased orders and to be profitable.

As at the end of the financial year just ended, we have secured confirmed orders of S$23.7m in the marine offshore and oil and gas segment to be delivered in the financial year 2013.

Construction Equipment

Demand for construction equipment increased by 3.9% in the current year as compared with the previous year. Concrete mixer demand in Thailand has been strong following swift government’s re-construction efforts to rebuild the flood-devastated parts of Thailand including Bangkok. This demand will continue into the next financial year as more rebuilding efforts continue. Our Thailand factory with its fully equipped capacity is well positioned to take on such demand in addition to continue to meet demand for Australia and surrounding region. The consolidation of volume has brought on economy of scales and minimized idle overheads enabling the concrete mixer segment as a whole to be profitable during the year.

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Foundation equipment demand in South East Asia continues to be strong following continuous growth in construction and infrastructure investments in the region. This region has a combined population of more than 600 million people. Sound banking structure and prudent financial policies has been established in the region after the last Asian Financial Crisis. The emerging economies that make up this region combine and complement well with China and India to form a broad based growth basin that has escaped relatively unscathed from the GFC and hopefully would be impacted minimally by the Eurozone crisis. Such resilience in the region is foreseen to continue to under-score the sustainability of demand for foundation equipment in the medium future.

Our Australian business has successfully expanded its product offerings to include the supply of piling and boring equipment for foundation works to complement its core business in concrete mixers. We intend to expand our fleet of piling and boring equipment over the next 12 months for both sales and rental to generate recurrent revenue and cash flow. In addition to this, the Group aims to explore opportunities in the oil and gas sector. We aim to diversify our Australian revenue base supported by the Group’s internal capabilities so as to take advantage of our established reputation and capacity in Australia as well as to strengthen the viability of the Group’s Australian subsidiary.

Precision Engineering & Automation

The precision engineering sector has shown a 13.9% increase in revenue over the previous year. This increase in revenue has been on the back of strong organic growth in both automation and precision engineering driven by demand in the biomedical and consumer electronics customers. The growth in the precision engineering sector has been sustainable.

Sustainability in the growth of our precision engineering business is strongly supported by the Group’s commitment in strengthening its engineering excellence in this area and its continuing investments in facilities and high end machinery notwithstanding uncertainties in the global economy. We have recently developed an Innovation Development Center focused on supporting our various start-ups that require precision engineering and manufacturing services and to cross-support each other to strengthen innovation efforts to stay ahead of competition.

Industrial & Mobile Hydraulics

This sector is made up of supply of hydraulic system drives and hydraulic services in support of our general core business activities in hydraulic engineering. Variation in this sector is not expected to be significant to the Group.

Foreign Exchange Exposure

The Group generally prices its sales in foreign currencies on forward rates. During the full year, we hedged our rates accordingly to ensure our margins were maintained. The net gain attributable to foreign exchange during the current year is S$161,170 as compared with an exchange loss of S$129,985 in the previous year.

Accounting Standards AASB 139 obliges us to fair value our outstanding foreign currency derivatives at the rates ruling on 30 June 2012. The net gain of S$161,170 included the imputed unrealised gain/loss in the valuation of these derivatives as at 30 June 2012.

Financial Position

The group’s financial position has generally strengthened :-

Classification	Increase (+) / Decrease (-) S$ million	As at 30 Jun 12 S$ million	As at 30 Jun 11 S$ million
Net Assets	+ 4.35	84.62	80.27
Net WorkingCapital	+ 0.46	42.42	41.96
Cash in Hand and at Bank	+ 0.78	24.45	23.67

Gearing Ratios

The Group gearing ratio is 0% at the same ratio for the year ended 30 June 2011. Gearing ratio has been arrived at by dividing our net interest bearing debts over total capital.

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Return Per Share

The Group’s earnings and net tangible assets per share are as follows: -

Classification	Increase (+)/ Decrease (-) Singapore Cents	2012 Singapore Cents	2011 Singapore Cents
Earningsper share	- 2.93	3.69	6.62

The weighted average shares used to compute basic earnings per share are 212,375,665 for this year and 212,924,847 shares for the previous year.

Classification	Increase Singapore Cents	As at 30 June 12 Singapore Cents	As at 30 June 11 Singapore Cents
NTAper share	+ 1.46	34.22	32.76

Capital Expenditure

The Group is not likely to incur any significant capital expenditure for FY2013.

Confirmed Orders

We have a total of S$51.5m (30 Jun 2011: S$63.2m) outstanding confirmed orders in hand as at 30 June 2012. A breakdown of these outstanding confirmed orders is as follows :-

	S$ m
Offshore Marine, Oil & Gas Machinery	23.7
Construction Equipment	5.4
Precision Engineering & Automation	22.2
Industrial & Mobile Hydraulics	0.2
Total	S$51.5 m

These outstanding orders are scheduled for delivery in the financial year 2013. Our outstanding confirmed orders as at 31 December 2011 were S$41.6m. The higher outstanding orders reflect acceleration in customers’ orders in the last 6 months. Prospects for on-going orders continue to be robust. We remain optimistic.

Investments in Start-Ups

The Group has invested a combined S$10.5m into the 3 start-ups from internal cash resources without external borrowings. All these start-ups have achieved various milestones and gained customer acceptance in trials carried out. Our technologies have been proven to be disruptive. Current efforts are focused to accelerate their commercialisation which requires the completion of industrial design engineering, manufacturing processes, marketing development and setting up of distribution network. The Group has therefore committed to increase its investments of up to S$3m in these start-ups to support such efforts. Once commercialisation gains traction, it will be expected to be accompanied with exponential growth.

Biobot Surgical Pte Ltd (Biobot) has undergone a complete restructuring resulting in the departure of the founderCEO and the sale of his entire shareholdings to the Group at a nominal price arrived in a legally mandated mediation between the parties. The Group now owns 80% of Biobot. Since the founder-CEO’s departure, clinical trials with our long standing clinical partners, the Singapore General Hospital who is also our licensor, have accelerated as working relationships have improved and strengthened. The close cooperation has brought about results that have strengthened Biobot’s confidence to launch a sustainable commercialisation of its product and technology in the second quarter of 2013, as compared with the faltering and unsustainable efforts of the previous management. All the funds injected previously were burnt off in half the time for which they had been intended for. Biobot’s product has been approved by FDA (USA), CE Mark (EU), TGA (Australia) and DOH (Taiwan). It has now applied for approval from the recently set up Health Science Authority in Singapore. Biobot’s on-going development is fully supported in engineering and manufacturing by our wholly owned precision engineering subsidiary, Sys-Mac Automation Engineering Pte Ltd. The Group has committed to increase its investment by S$1m in Biobot and may further augment its working capital as its commercialisation takes off.

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Curiox Biosystems Pte Ltd (Curiox)’s DropArray technology has gained approval by world leading Genentech Inc in USA, considered the founder of the biotechnology industry, and various leading drug research institutes and leading universities in USA, Singapore, the UK and Japan. The DropArray technology has proven to enable drug discovery processes to save more than 50% in disease markers, reagents and man-hours. Being a new technology, the challenges faced by Curiox in a highly conservative industry include lifting customers’ psychological barrier to try new technology and processes. Consolidation in the pharmaceutical industries arising from the impending expiry of many drug patents in the near future has affected spending. Curiox’s technology that aims to expedite drug discovery has become a timely proposition for the industry. We have expanded our base for customers to pre-trial before buying our product and technology. Such initial efforts are paying off. These efforts coupled with impending scientific publications of positive findings on our technology by leading drug companies and researchers are expected to act as an impetus to our marketing drive. We expect our commercialisation of the DropArray technology to gain traction in next 6-12 months. To accelerate commercialisation efforts, the Group has committed to invest a further S$1-1.5m into Curiox out of our internal resources. The Group currently holds 44.06% in Curiox and would expect this to increase over the next 12 months.

Orion Systems Integration Pte Ltd (Orion)’s first commercial Thermal Bonder for fine pitch flip chips has been subjected to lengthy trial tests on bonding various customers’ fine pitch flip chip samples. Validation reports have been positive. Following customers’ feedback the first unit has been upgraded and is ready for sale. It is hopeful to secure its first order within the next 3 months. Further orders are expected to follow closely as the leading edge features of our machine become wider market knowledge. The Group has increased its investments in Orion after buying out other minority shareholders. The remaining minority interest in Orion is owned by the key executive founder-directors who continue to manage the business. The Group is expected to inject further funds into Orion to augment its working capital in its drive to increase sales.

Prospects

The full year’s results reflected the impact of the uncertain global conditions. We remain steadfast and committed to growing our organization organically, integrating the high growth start-ups into our group, and looking out for synergistic acquisitions. The capabilities that we have built continue to strengthen securing for us a strong and competitive platform for sustainable growth.

We are therefore confident that the financial year 2013 is expected to experience a significant increase in profit growth barring no unforeseen deterioration of existing world economic order.

Dividends

The Group has decided to pay a final dividend of Australian cents 0.55 per share (2011: Australian cents 0.55) making the full year dividends to 1 Australian cent per share. The final dividend of Australian cents 0.55 per share will be payable on 30 November 2012.

Share Buy-Back Scheme

The existing Share Buy-Back Scheme expires on 31 August 2012. The board has decided not to renew the scheme so as to maintain share liquidity.

Signed in accordance with a resolution of the Board of Directors.

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GL Sim Chairman

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Preliminary Consolidated Statement of Comprehensive Income for the year ended 30 June 2012

Note Revenue from continuing operations 3 Other operating income 4 Total revenue Cost of materials Employee, contract labour and related costs Depreciation and amortisation Property related expenses Other operating expenses Finance costs Share of results of associates Profit before income tax expense Tax expense 5 Profit for the year from continuing operations after income tax expense Other comprehensive income: Foreign currency translation on consolidation Effect of tax on other comprehensive income Total comprehensive income Profit attributable to : Owners of parent Non-controlling interest Profit for the year Total comprehensive income attributable to: Owners of parent Non-controlling interest Earnings per share (cents) Basic earnings per share 6 Diluted earnings per share 6	2012 S$ 128,959,425 1,689,358 130,648,783 (73,776,667) (27,317,961) (4,930,705) (2,528,415) (12,081,207) (878,082) (1,356,839) 7,778,907 (553,120) 7,225,787 (135,087) – (135,087) 7,090,700 7,836,053 (610,266) 7,225,787 7,700,966 (610,266) 7,090,700 3.69 3.67	2011 S$ 146,444,206 750,311
		147,194,517 (81,536,419) (26,585,466) (4,599,998) (2,133,101) (13,560,446) (1,078,964) (892,499)
		16,807,624 (2,683,624)
		14,124,000
		(22,135) –
		(22,135)
		14,101,865
		14,087,014 36,986
		14,124,000
		14,064,879 36,986
		14,101,865
		6.62 6.60

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Preliminary Consolidated Balance Sheet

as at 30 June 2012 Note Non-current assets Property, plant and equipment Intangible assets Deferred tax assets Finance lease receivable Investment in associates 11 Others Current assets Cash and bank balances 9 Inventories Trade and other receivables Prepayments Tax recoverable Financial asset at fair value through profit or loss 10 Less : Current liabilities Payables Interest-bearing liabilities Provisions Provision for taxation Unearned income Unrealised loss on derivatives Net current assets Non-current liabilities Interest-bearing liabilities Deferred tax liabilities Provisions Unearned income Net assets Equity attributable to equity holders of the Company Contributed equity 13 Reserves Retained earnings Non-controlling interest Total equity	2012 S$ 35,833,781 11,917,782 753,813 – 2,767,914 520 51,273,810 24,446,345 28,255,127 33,169,409 907,607 204,605 300,000 87,283,093 31,547,238 10,424,837 1,315,082 1,014,944 63,515 497,109 44,862,725 42,420,368 6,534,995 2,160,727 316,713 63,515 9,075,950 84,618,228 37,082,443 110,395 45,955,320 83,148,158 1,470,070 84,618,228	2011 S$
		35,342,535 10,757,248 839,863 26,310 4,845,458 520
		51,811,934

		23,674,855 30,306,155 34,012,218 689,654 142,358 –
		88,825,240

		31,611,395 11,211,139 1,401,097 2,405,601 124,546 110,148
		46,863,926
		41,961,314
		10,637,528 2,458,870 283,302 127,030
		13,506,730
		80,266,518
		36,982,943 41,418 41,339,938
		78,364,299 1,902,219
		80,266,518

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Preliminary Consolidated Statement of Changes in Equity

for the year ended 30 June 2012

Note Balance at 1.7.2010 Other comprehensive income Profit for the year Total comprehensive income for the year Shares issued, net of expense 13 Share buy back 13 Exercise of employee share options 13 Cost of share-based payments Acquisition of subsidiary companies Dividends paid on ordinary shares 7 Dividends paid to non-controlling shareholders Balance at 30.6.2011 Other comprehensive income Profit for the year Total comprehensive income for the year Exercise of employee share options 13 Cost of share-based payments Acquisition of subsidiary companies 12(a) Acquisition of non-controlling interest 12(b) Dividends paid on ordinary shares 7 Disposal of subsidiary Dividends paid to non-controlling shareholders Balance at 30.6.2012	Attributable to equity holders of the Company Share capital Share capital – exercise of share options Foreign currency translation reserve Share based payments reserve Retained earnings Total Non- controlling interest Total equity S$ S$ S$ S$ S$ S$ S$ S$ 36,987,132 3,679 (473,761) 206,793 29,745,923 66,469,766 291,656 66,761,422 – – (22,135) – – (22,135) – (22,135) – – – – 14,087,014 14,087,014 36,986 14,124,000
	– – (22,135) – 14,087,014 14,064,879 36,986 14,101,865 561,110 – – – – 561,110 – 561,110 (1,107,012) – – – – (1,107,012) – (1,107,012) 422,355 115,679 – (115,679) – 422,355 – 422,355 – – – 446,200 – 446,200 – 446,200 – – – – – – 1,720,547 1,720,547 – – – – (2,492,999) (2,492,999) – (2,492,999) – – – – – – (146,970) (146,970)
	36,863,585 119,358 (495,896) 537,314 41,339,938 78,364,299 1,902,219 80,266,518 – – (135,087) – – (135,087) – (135,087) – – – – 7,836,053 7,836,053 (610,266) 7,225,787
	– – (135,087) – 7,836,053 7,700,966 (610,266) 7,090,700 65,652 33,848 – (33,848) – 65,652 – 65,652 – – – 237,912 – 237,912 – 237,912 – – – – – – 578,301 578,301 – – – – (514,692) (514,692) (370,013) (884,705) – – – – (2,705,979) (2,705,979) – (2,705,979) – – – – – – 67,809 67,809 – – – – – – (97,980) (97,980)
	36,929,237 153,206 (630,983) 741,378 45,955,320 83,148,158 1,470,070 84,618,228

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Preliminary Consolidated Statement of Cash Flows

for the year ended 30 June 2012

(In Singapore dollars) Note Operating profit before taxation Adjustments for : Depreciation of property, plant and equipment Amortisation of intangible assets Bad debts written off Allowance for doubtful debts, net Allowance for inventory obsolescence Inventories written off Interest expenses Interest income Property, plant and equipment written off Gain on disposal of property, plant and equipment Loss on disposal of property, plant and equipment Loss/(Gain) on disposal of subsidiary Loss on remeasurement in an associate company Goodwill written off Provisions made, net Cost of share-based payments Development expenditure written off Investment in joint venture written off Fair value adjustment on financial asset Share of results of associates Net fair value loss on derivatives Unrealised exchange difference Operating profit before reinvestment in working capital Decrease/ (increase) in stocks and work- in-progress Decrease/ (increase) in projects-in-progress (Increase)/ decrease in debtors (Decrease)/ increase in creditors Cash generated from operations Interest received Interest paid Income taxes paid Net cash provided by operating activities	2012 S$ 7,778,907 4,225,036 705,669 2,024 297,555 44,759 2,861 878,082 (220,259) 4,442 (99,663) 12,954 86,781 873,813 – 214,718 237,912 – – (800,000) 1,356,839 497,109 (75,420) 16,024,119 4,726,450 2,420,928 (777,554) (1,284,399) 21,109,544 220,259 (884,683) (2,273,680) 18,171,440	2011 S$ 16,807,624 3,964,104 635,894 12,764 4,660 42,456 1,962 1,078,964 (206,837) 50,648 (19,431) 1,825 (33,203) – 5,212 403,747 446,200 325,201 80,001 – 892,499 110,148 228,743
		24,833,181 (10,254,972) (5,269,273) 541,993 2,029,856
		11,880,785 206,837 (1,071,708) (1,835,810)
		9,180,104

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Preliminary Consolidated Statement of Cash Flows (Cont’d)

Note Cash flows from investing activities : Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in software development Increase in development expenditure Increase in patented technology Decrease in amount due from joint venture Investment in associate 11 Increase in amount due from associate Acquisition of subsidiaries 12(a) Disposal of subsidiaries Acquisition of non-controlling interests 12(b) Net cash used in investing activities Cash flows from financing activities : Net increase/ (decrease) in amount due to directors (Repayment of)/ proceeds from bank borrowings Dividends paid on ordinary shares 7 Dividends paid to non-controlling shareholders Share buy back 13 Proceeds from exercise of employee share options Proceeds from issue of shares 13 (Repayment of)/ proceeds from hire purchase creditors Net cash (used in)/ provided by financing activities Net increase/ (decrease) in cash and cash equivalents Net foreign exchange differences Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 9	2012 S$ (5,739,514) 130,632 (82,712) (37,492) (31,350) – (1,451,387) (923,861) 157,006 (77,295) (384,705) (8,440,678) 29,425 (3,288,884) (2,705,979) (97,980) – 65,652 – (2,683,616) (8,681,382) 1,049,380 12,166 23,180,006 24,241,552	2011 S$ (5,416,780) 20,631 (454,073) – – 320,092 (5,237,957) (33,182) (1,310,540) (11,823) –
		(12,123,632)
		(23,823) 2,951,377 (2,492,999) (146,970) (1,107,012) 422,355 561,110 1,341,711
		1,505,749
		(1,437,779) 79,693 24,538,092
		23,180,006

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Note 1 Summary of significant accounting policies

This preliminary financial report has been prepared in order to comply with ASX listing rules .

This report does not include all 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.

It is recommended that this report be read in conjunction with the annual report for the year ended 30 June 2011, the interim financial report for the half-year ended 31 December 2011 and considered together with any public announcements made by Zicom Group Limited during the year ended 30 June 2012 in accordance with the continuous disclosure obligations of the ASX listing rules .

The accounting policies and methods of computation are the same as those adopted in the most recent annual financial report.

Note 2 Operating Segments

Identification of reportable segments

The group has identified its operating segments based on internal reports that are reviewed and used by the chief operating decision maker and the executive management team in assessing performance and in determining the allocation of resources. The operating segments are identified based on products and services as follows:

Offshore Marine, Oil and Gas Machinery – manufacture and supply of deck machinery, gas metering stations, offshore structures for underwater robots and related equipment, parts and services.
Construction Equipment – manufacture and supply of concrete mixers and foundation equipment, including equipment rental, parts and related services.
Precision Engineering and Automation – manufacture of precision and automation equipment, including equipment related parts and engineering services.
Industrial and Mobile Hydraulics – supply of hydraulic drive systems, parts and services.

Corporate charges

Unallocated expenses comprise mainly non-segmental expenses such as head office expenses and interest which are not allocated to operating segments.

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Offshore Marine, Oil and Gas Machinery Construction Equipment Precision Engineering and Automation S$ S$ S$ 34,301,642 57,167,369 34,721,038 51,904 207,341 170,536 – 14,885 3,510		Consolidated S$ 128,959,425 434,675 432,189
	Industrial & Mobile
	Hydraulics
	S$


	2,769,376
	4,894
	413,794

34,353,546 57,389,595 34,895,084 1,915,511 6,394,332 2,721,992	3,188,064	129,826,289 (432,189) 1,034,424 220,259





		130,648,783
		11,699,813 1,034,424 (2,940,668) (1,356,839)

	667,978



		8,436,730 (878,082) 220,259


		7,778,907 (553,120)

		7,225,787

Offshore Marine, Oil and Gas Machinery Construction Equipment Precision Engineering and Automation S$ S$ S$ 58,334,140 54,732,426 30,481,800 80 352,439 113,602 – 144,183 53,940		Consolidated S$ 146,444,206 466,129 509,720 147,420,055 (509,720) 77,345 206,837
	Industrial & Mobile
	Hydraulics
	S$


	2,895,840
	8
	311,597

58,334,220 55,229,048 30,649,342 12,023,185 6,838,562 1,721,424	3,207,445




		147,194,517
		21,219,202 77,345 (2,724,297) (892,499)

	636,031



		17,679,751 (1,078,964) 206,837


		16,807,624 (2,683,624)

		14,124,000

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Note 3 Revenue

Note 3 Revenue
Sale of goods Rendering of services Rental revenue Revenue recognised on projects	2012 S$ 93,764,043 7,683,913 6,325,830 21,185,639 128,959,425	2011 S$ 88,111,023 7,020,127 4,749,066 46,563,990
		146,444,206

Note 4 Other operating income

Interest income Commission income Gain on disposal of property, plant and equipment Dividend income on quoted equity investment Services rendered Government grants Gain on disposal of subsidiary Fair value adjustment for financial asset through profit or loss Bad debts recovered Other revenue	2012 S$ 220,259 65,821 99,663 108 193,495 139,510 – 800,000 2,144 168,358 1,689,358	2011 S$ 206,837 195,448 19,431 80 102,000 112,058 33,203 – – 81,254
		750,311

Note 5 Taxation

The major components of income tax expense for the years ended 30 June are:

Current income tax Current income tax charge Adjustments in respect of previous years Deferred income tax Relating to the origination and reversal of temporary differences Adjustments in respect of previous years Income tax expense	2012 S$ 1,072,608 (29,586) (185,490) (304,412) 553,120	2011 S$ 2,417,458 76,625 114,975 74,566
		2,683,624

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Note 6 Earnings per share

Earnings per share are calculated by dividing the Group's profit attributable to members of the Company by the weighted average number of shares in issue during the year.

(a) Earnings used in calculating basic and diluted earnings per share

Net profit attributable to equity holders of the parent (b) Weighted average number of shares for basic earnings per share Effect of dilution: Share options Adjusted weighted average number of shares (c) Earnings per share Basic Diluted Note 7 Dividends paid and proposed (a) Dividends per share paid or provided for Final unfranked dividends for 2010 : Australian 0.50 cents Interim unfranked dividends for 2011 : Australian 0.45 cents Final unfranked dividends for 2011 : Australian 0.55 cents Interim unfranked dividends for 2012 : Australian 0.45 cents (b) Dividends declared per share Final unfranked dividend for 2011 : Australian 0.55 cents Final unfranked dividend for 2012 : Australian 0.55 cents	2012 2011 S$ S$ 7,836,053 14,087,014 No. of shares 212,375,665 212,924,847 1,406,297 460,807 213,781,962 213,385,654 Singapore cents 3.69 6.62 3.67 6.60 2012 2011 S$ S$ – 1,309,490 – 1,183,509 1,471,357 – 1,234,622 – 2,705,979 2,492,999 – 1,488,000 1,519,000 – 1,519,000 1,488,000	2012 2011 S$ S$ 7,836,053 14,087,014 No. of shares 212,375,665 212,924,847 1,406,297 460,807 213,781,962 213,385,654 Singapore cents 3.69 6.62 3.67 6.60 2012 2011 S$ S$ – 1,309,490 – 1,183,509 1,471,357 – 1,234,622 – 2,705,979 2,492,999 – 1,488,000 1,519,000 – 1,519,000 1,488,000
		2,492,999
		1,488,000 –
		1,488,000

The final dividends for financial year ended 30 June 2012 were approved by the Board on 30 August 2012. These amounts have not been recognised as a liability in the financial statements for the current year. They will be accounted for in the next financial year.

Note 8 Net tangible assets per security

Net tangible asset backing per ordinary share (Singapore cents)	30 Jun 2012 30 Jun 2011 34.22 32.76

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Note 9 Cash and cash equivalents

	2012	2011
	S$	S$
Cash at bank and in hand	21,455,430	19,871,350
Short-term fixed deposits	2,990,915	3,803,505
	24,446,345	23,674,855
For the purpose of the cash flow statement, cash and cash equivalents comprised the following:
Cash and short-term deposits	24,446,345	23,674,855
Bank overdrafts	(204,793)	(494,849)
Cash and cash equivalents	24,241,552	23,180,006

Note 10 Financial assets at fair value through profit or loss

Derivative relates to a contractual right held by Zicom Holdings Pte Ltd (“ZHPL”) to receive Profit Guarantee Shares (“PG Shares”) from the non-controlling shareholders of Biobot Surgical Pte Ltd (“BBS”) if BBS do not achieve the minimum agreed profits by 30 June 2013.

The fair value of these Profit Guarantee Shares recognised in the income statement during the current financial year showed a gain of S$800,000 (2011: nil).

Note 11 Investment in associates

(a) Investment details

Biobot Surgical Pte Ltd Curiox Biosystems Pte Ltd	30Jun 12 30 Jun 11 S$ S$ – 2,838,595 2,767,914 2,006,863 2,767,914 4,845,458

(b) Movements in the carrying amount of the Group’s investment in associates

(1) Biobot Surgical Pte Ltd

On 2 April 2012, the Group acquired control in its 46.67% owned associate. Consequently, Biobot Surgical became a subsidiary of the Group. Please refer to note 12 for more details.

(2) Curiox Biosystems Pte Ltd At beginning of year or date of acquisition, if later Additional investment Share of losses after income tax At end of year	30Jun 12 30 Jun 11 S$ S$ 2,006,863 1,706,227 1,451,387 531,730 (690,336) (231,094) 2,767,914 2,006,863

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Note 11 Investment in associates (Cont’d)

During the year, ZHPL has exercised the remaining 2 call options granted by Curiox where each option entitles ZHPL to subscribe for 104,000 preference shares at $4.80 per share. Total consideration paid in relation to the exercise of these call options was S$998,400.

ZHPL has also been allocated 171,586 Rights Shares pursuant to the renounceable Rights Issue of Curiox Biosystems Pte Ltd, at an issue price of S$5.28 per Right Share payable in 2 equal tranches. Consideration for the first tranche amounting to S$452,987 has been paid on 13 April 2012 whilst the remaining tranche will be due on 28 September 2012.

With the additional investment, ZHPL’s equity interest in Curiox Biosystems Pte Ltd has been increased to 44.06% as at 30 June 2012 (2011: 32.78%).

Note 12 Investment in subsidiaries

a) Acquisition of Biobot Surgical Pte Ltd

On 2 April 2012, the Group’s wholly-owned subsidiary, ZHPL acquired control in its 46.67% owned associate, Biobot Surgical Pte Ltd (“BBS”). This acquisition is not material to the Zicom Group Limited’s results or balance sheet as at 30 June 2012.

The fair values of the identifiable assets and liabilities of BBS as at the acquisition date were:

Total identifiable net assets at fair value Non-controlling interest Goodwill arising on acquisition Purchase consideration Purchase consideration transferred: Cash paid for subscription of redeemable loan stocks attached with warrants Fair value of equity interest in BBS held by the Group immediately before acquisition Purchase consideration Effect of acquisition on cash flows Total cash consideration for equity interest acquired Less: cash and cash equivalents of subsidiary acquired Net cash inflow on acquisition	S$

	991,678

	(578,301)

	1,315,825

	1,729,202


	447,156

	1,282,046

	1,729,202



	447,156

	(604,162)

	157,006

Loss on remeasuring previously held interest in BBS to fair value at acquisition date

The Group recognized a loss of S$873,813 as a result of remeasuring at fair value its 46.67% equity interest in BBS held before 2 April 2012. The loss is included in other operating expenses in the Group’s income statement for the year ended 30 June 2012.

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Note 12 Investment in subsidiaries (cont’d)

b) Acquisition of non-controlling interests in subsidiaries
i) Biobot Surgical Pte Ltd
- On 26 June 2012, as part of a legal settlement, ZHPL acquired an additional of 33.33% equity interest in BBS from its non-controlling interest satisfied by a cash consideration of S$338,000 and a transfer of 2,000,000 Profit Guarantee Shares from the founder-shareholder to ZHPL at a value of S$500,000. As a result of this acquisition, BBS became an 80% owned subsidiary of ZHPL. The carrying value of the additional interest acquired was S$284,191. The difference between the cost of acquisition and the carrying value of additional interest acquired amounting to S$553,809 has been recognized as premium paid on acquisition of non-controlling interest within equity.
ii) MTA-Sysmac Automation Pte Ltd

On 13 January 2012, our precision engineering subsidiary, Sys-Mac Automation Engineering Pte Ltd acquired an additional 10% equity interest in MTA-Sysmac Automation Pte Ltd (“MTA”) for a cash consideration of S$46,705. As a result of this acquisition, MTA became a 61% owned subsidiary of the Group. The carrying value of the additional interest acquired was $85,822. The discount of $39,117 between the carrying value of additional interest acquired and the consideration paid has been recognised within equity.

Note 13 Contributed equity

(a) Share capital Ordinary fully paid shares	2012 Shares 2011 Shares 2012 S$ 2011 S$ 212,451,587 212,159,087 37,082,443 36,982,943

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction.

(b) Movements in ordinary share capital

At 1 July 2010 Issue of shares in lieu of cash performance bonus (i) Share buy back (ii) Issue of shares under Zicom Employee Share and Option Plan (iii) At 30 June 2011 Issue of shares under Zicom Employee Share and Option Plan (iv) At 30 June 2012	Company Number of shares 211,697,660 3,357,908 (4,058,981) 1,162,500 212,159,087 292,500 212,451,587	Group S$ 36,990,811 561,110 (1,107,012) 538,034
		36,982,943 99,500
		37,082,443

ZICOM GROUP LIMITED ABN 62 009 816 871 For the Year Ended 30 June 2012

Note 13 Contributed equity (cont’d)

(i) Issue of shares in lieu of cash performance bonus

On 6 October 2010, the Board approved the issue and allotment of a total 1,453,797 shares to key executive officers fully paid at A$0.13 per share as part payment of their performance bonus for the year ended 30 June 2010. Such shares ranked pari passu with the existing ordinary shares of the Company.

Pursuant to the shareholders’ meeting on 12 November 2010, 1,574,265 and 329,846 shares were allotted to Mr Giok Lak Sim and Mr Kok Hwee Sim respectively, fully paid at A$0.13 per share as part payment of their performance bonus for the year ended 30 June 2010. Such shares ranked pari passu with the existing ordinary shares of the Company.

(ii) Share buy back

On 30 May 2010, the Board approved an on-market share buy back within the 10/12 limit to enhance shareholders’ value. The share buy back scheme which commenced on 1 September 2010 bought back 4.06 million shares up to 30 June 2011.

(iii) Issue of shares under Zicom Employee Share and Option Plan (“ZESOP”) From February 2011 to June 2011, the Company issued and allotted 1,162,500 ordinary shares, fully paid at A$0.28 per share, under the ZESOP. Such shares ranked pari passu with the existing ordinary shares of the Company.

(iv) Issue of shares under ZESOP

On 4 October 2011, the Company issued and allotted 292,500 ordinary shares, fully paid at A$0.18 per share, under the ZESOP. Such shares ranked pari passu with the existing ordinary shares of the Company.

Note 14 Subsequent events

Increased investment in Orion Systems Integration Pte Ltd (“Orion”)

On 3 July 2012, Zicom Holdings Pte Ltd acquired an additional 29.74% equity interest in Orion from its noncontrolling interest for a cash consideration of S$594,555 thereby increasing the Group’s interest in Orion to 84%.

ZICOM GROUP LIMITED ABN 62 0 09 816 871 For the Year Ended 30 Ju n e 2012

This Report is based on accounts to which one of the following applies.

The accounts have been audited The accounts have been subject to r e view □ □ The accounts are in the process o f The accounts have not yet been audi t ed or □ being audited or subject to review. reviewed .

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Signed …………………………………… Date: 30 August 2012 (Director/ Company Secretary)

AI assistant

ZICOM GROUP LIMITED — Annual Report 2012

66117_rns_2012-08-29_6f757cbe-2da0-426a-aaba-ca2ab5da7dbe.pdf