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2025 Annual Report

Annual Report30 September 2025ENSInformation Technology

ENPRISE GROUP LIMITED
Annual Report 2025

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2024__

Contents

Letter from our Board3

Our Businesses5

Board of Directors6

Financial Statements7

Independent Auditor's Report43

Other Disclosures48

Corporate Governance Statement52

Directory53

2

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Letter from our Board

The Directors are pleased to submit to shareholders their report and financial statements for the year ended 30 June 2025.

PRINCIPAL ACTIVITIES

Enprise Group Limited (Enprise) is a hi-tech software and services investment company that has two operating divisions:



Enprise Group has two additional strategic investments as at 30 June 2025:



REVIEW OF OPERATIONS AND OUTLOOK

Kilimanjaro Consulting

RevenueOperating Profit

$'000$'000

Full Year 202523,111 537

2nd half 2025

11,426 98

1st half 2025

11,685 439

Full Year 202420,454 1,245

2nd half 2024

10,804 1,297

1st half 2024

9,650 (52)

Recurring

Revenue

Contracted

Revenue

Other

Revenue

Total Revenue

Full Year 20255,0485,07510,12312,98823,111

Full Year 20244,4594,7879,24611,20820,454

iSell

Datagate

Vadacom

FINANCIAL POSITION

Kilimanjaro Consulting (Kilimanjaro), a solutions provider for MYOB Enterprise software and companion products including HubSpot

through subsidiary Recipe Marketing Limited (Recipe) in Australia and New Zealand.

iSell Pty Limited (iSell), a developer/seller of a cloud-based quoting system (ITQuoter) on a Software-as-a-Service (SaaS) model to the

Managed Service Provider (MSP) market in Australia, UK/Europe, New Zealand, South Africa, and North America.

32.35% of Datagate Innovation Limited (Datagate), a developer and provider of online reporting and billing portals under a SaaS model for

MSP’s reselling telco/utility services and hosted service providers in New Zealand, Australia, Canada, USA and UK/Europe.

6.35% of Vadacom Limited (Vadacom), a developer/provider of multi-tenant cloud based VoIP solution for corporations in New Zealand and

Australia.

Total assets increased to $14.7 million (FY24: $14.6m) with net assets of $3.1 million. Cash and cash equivalents closed at $1.6 million,

supported by disciplined cost management and debt repayments. While net current liabilities are $3.2 million, the Group has continued to

reduce borrowings and lease liabilities, providing greater financial stability.

The Group achieved revenue of $24.83 million, an increase of 14% from $21.87 million in

FY24. Operating loss improved to $85,000 (FY24: loss of $298,000), with a net loss after

tax of $129,000 compared with a loss of $46,000 in the prior year. It should be noted that

this result differs from the preliminary results posted on 29 August which reported an

operating profit of $57,000 and a net profit after tax of $98,000.

This result, however, reflects improved trading performance in both Kilimanjaro Consulting

and iSell, alongside disciplined cost management. Our associate, Datagate, continued to

demonstrate growth in the SaaS telecom billing sector.

Kilimanjaro Consulting remains the largest contributor,

generating revenue of $23.11 million (FY24: $20.45m). While

operating profit reduced to $537,000 (FY24: $1.25m), the

business continues to cement its position as MYOB’s largest

partner. The restoration of the MYOB relationship has been

critical to stabilising future performance.The business recently

completed the consolidation of the Australian and New Zealand

entities into one cash generating unit, a process that

commenced in 2021

Total Recurring

& Contracted

Revenue

Datagate Innovation (32.35% ownership) continued to grow annualised recuring revenue at 30 June 2025 to $5.0 million (30 June 2024:

$4.1m). Our share of losses narrowed, and a gain on dilution strengthened the Group’s equity position. The implied market value of our

stake is substantially above book value.

Vadacom Holdings (6.35% ownership) recorded a downward fair value adjustment in FY25, reflecting lower revenue multiples in the VoIP

market.

iSell (ITQuoter) delivered revenue growth to $1.68 million (FY24: $1.38m), with an operating profit of $264,000 compared with a loss of

$434,000 in FY24. This turnaround reflects strong cost discipline and improved recurring SaaS revenues.

20212022202320242025

Revenue Growth

3

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Letter from our Board

OPERATIONAL FOCUS

OUTLOOK

ACKNOWLEDGEMENTS

Nicholas Paul - DirectorRonald Baskind - Director

Independent Non-Executive ChairpersonManaging Director

29 September 2025

29 September 2025

On behalf of the Board, I would like to thank our Managing Director, Ronnie Baskind, our leadership team, and all our employees for their

dedication and contribution. Their efforts have enabled the Group to improve its financial position and operational resilience.

I also wish to acknowledge the support of our customers, partners, and shareholders, whose confidence enables us to pursue our strategic

ambitions. With disciplined execution and continued innovation, we believe Enprise is well positioned to deliver sustainable growth and long-

term shareholder value.

The Board has maintained strong oversight on restoring profitability following last year’s dispute with MYOB. Key areas of focus have

included:

- Sustained revenue growth in Kilimanjaro.

- Expansion of recurring SaaS revenues in iSell and Datagate.

- Continued cost discipline and capital efficiency.

- Strengthening governance and reporting frameworks.

Looking ahead, the Board remains cautiously optimistic. Forecasts for FY26 and FY27 project continued revenue growth and positive

operating cash flows. However, performance remains sensitive to maintaining MYOB contractual arrangements and broader market

conditions. The Group’s long-term opportunity lies in scaling its SaaS businesses, particularly iSell and Datagate, while Kilimanjaro provides

a stable, cash-generating foundation.

The Group’s long-term opportunity lies in scaling its SaaS businesses, particularly iSell and Datagate, while Kilimanjaro provides a stable,

cash-generating foundation. We continue to monitor developments in artificial intelligence and support its pragmatic adoption across the

Group, ensuring that innovations deliver tangible benefits to our customers.

4

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Our Businesses

Kilimanjaro Consulting is MYOB’s number one

partner in Australia and New Zealand and is the leading

trans-Tasman provider of solutions based on the MYOB

Acumatica and MYOB Exo software platforms. It offers

a companion product range to extend the power and

functionality of MYOB Acumatica and MYOB Exo.

Kilimanjaro hosts, implements, integrates, manages and

supports all of the software it sells. Kilimanjaro services

clients in a range of industries through branches in

Australia and New Zealand. Kilimanjaro owns 52% of

HubSpot Diamond partner Recipe Marketing.

iSell is a primary provider of business systems to the IT

reseller market through its ITQuoter software. iSell

databases contain over 4.5 million products

representing more than 2000 vendors available from

100+ distributors. The products are sent automatically

to hundreds of IT Resellers daily, across Australia, New

Zealand, UK & Europe, South Africa and USA.

Datagate offers one-stop SaaS telecom billing.

Datagate has everything required to make billing

telecommunications easy, quick, profitable and

compliant, in a single SaaS package. The Datagate

online billing portal enables IT Managed Service

Providers (MSPs) to bill telecom services optimally at

minimal time and cost. Datagate is the online billing

portal that integrates with software that’s important to

MSPs, including ConnectWise, Halo and other

professional services automation software, tax engines

and popular accounting systems like QuickBooks and

Xero.

Vadacom specialises in phone system software

development and unified communications solutions for

Australian and New Zealand businesses. Vadacom is

one of New Zealand’s leading developers of open

source technology and Voice over IP (VoIP) based IP

telecoms solutions to businesses of all sizes.

5

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Board of Directors

Aaron Ridgway - Non-Executive Director

Aaron Ridgway is an Enprise Group Non-Executive Director.

Aaron is an accomplished entrepreneur with over twenty

years of experience, particularly in Telco and technology

related fields. Aaron has a proven track record in founding,

growing and successfully exiting tech businesses.

Susie Stone - Non-Executive Director

Susie Stone is an Enprise Group Independent Non-Executive

Director. She has over 25 years of senior management

experience across the ANZ market spanning

telecommunications services, IT managed operations, hosted

cloud services, data centres, SAAS businesses, energy retail,

and infrastructure investment.

Nick Paul - Chairperson

Nick Paul is Enprise Group’s Chairperson of the Board. He is

an accomplished senior leadership professional with over 30

years of achievement and success driving sales growth in

highly competitive technology related markets.

Ronnie Baskind - Group Executive Director

Ronnie Baskind is Enprise Group’s Managing Director. He is

also an Executive Director of Enprise Group. Ronnie is also

the CEO of Enprise Group’s wholly owned subsidiary

Kilimanjaro Consulting. He has more than 30 years’

experience as an entrepreneur, management consultant,

senior executive, director and agribusiness professional.

Elliot Cooper - Group Executive Director

Elliot Cooper is Director of Finance for Enprise Group. He is

also co-founder of Enprise Group, and serves on the Enprise

Group Board of Directors as an Executive Director. Elliot

formerly held the Enprise Group CFO role and more recently

the CEO role.

Lindsay Phillips - Non-Executive Director

Lindsay Phillips is an Enprise Group Non-Executive Director.

He has been involved in private equity for over 30 years,

commencing in 1987 with M.J.H. Nightingale & Co. Limited in

London/New York and subsequently Australia since 1995.

6

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Financial Statements

for the year ended 30 June 2025

CONTENTS

Statement of Comprehensive Income8

Statement of Financial Position9

Statement of Changes in Equity10

Statement of Cash Flows11

Notes to the Financial Statements12

7

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Statement of Comprehensive Income

for the year ended 30 June 2025

30 June 202530 June 2024

Note$'000$'000

Revenue from contracts with customers324,83121,865

Other operating income4(a)7989

Employee expense5(d)(18,644)(16,015)

Other operating costs5(c)(6,270)(6,350)

Other gains/(losses) - net5(a)(81)113

Operating profit/(loss)(85)(298)

Equity earnings/(losses) from associates and joint ventures14(75)(220)

Other gains/(losses) related to associates and joint ventures141639

Impairment of intangible assets17- 293

Finance cost - net5(b)(273)(203)

Net profit/(loss) before income tax(270)(419)

Income tax benefit6(a)141373

Net profit/(loss) after tax for the period(129)(46)

Other comprehensive income

Items that may be reclassified to profit or loss

Foreign currency translation differences865

Items that will not be reclassified to profit or loss

Changes in the fair value of investments through other comprehensive income15(117)-

Total other comprehensive income/(loss) for the period, net of tax(109)65

Total comprehensive income/(loss) for the period

(238)19

Profit/(loss) for the period is attributable to:

Non-Controlling Interest(28)(39)

Owners of Enprise Group Limited(101)(7)

(129)(46)

Total comprehensive income/(loss) for the period is attributable to:

Non-Controlling Interest(28)(39)

Owners of Enprise Group Limited(210)58

(238)19

Earnings per share from profit/(loss) for the period attributable to ordinary shareholders of the Enprise Group Limited:

Basic and diluted earnings/(loss) per share (cents) 7(0.50) (0.04)

8

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Statement of Financial Position

as at 30 June 2025

30 June 202530 June 2024

Note

$'000$'000

ASSETS

Current

Cash and cash equivalents

19

1,5881,737

Trade and other receivables

8

3,9023,540

Contract assets

9

672635

Current tax assets

6(c)

- 1

Staff receivables

2326

Total current assets

6,1855,939

Non-current

Investments in associates, joint ventures14889701

Investments in other entities15335452

Staff receivables - non current2626

Property plant and equipment16604383

Intangible assets173,3392,792

Right-of-use assets - non-current181,7532,232

Deferred tax asset6(d)1,1601,710

Other non-current assets10369364

Total non-current assets

8,4758,660

Total assets

14,66014,599

LIABILITIES

Current liabilities

-

Trade and other payables

11

3,5533,382

Provisions

12

2,2742,063

Contract liabilities

13

1,9681,955

Current tax liabilities

6(c)

62-

Borrowings

19

1,093407

Lease liabilities

20

477203

Total current liabilities

9,4278,010

Non-current liabilities

Provisions - non-current

12

417310

Borrowings - non current

19

- 242

Lease liabilities - non-current

20

1,7612,194

Deferred tax liability

6(d)

- 739

Total non-current liabilities

2,1783,485

Total liabilities

11,60511,495

Net assets3,0553,104

EQUITY

Share capital

21(a)

13,38713,392

Foreign exchange translation reserve

384376

Financial assets at FVOCI reserve

236353

Retained earnings / (accumulated losses)

(10,730)(10,701)

Equity attributable to the owners of Enprise Group Limited3,2773,420

Non-controlling interests

23(222)(316)

Total equity3,0553,104

- -

These financial statements have been authorised for issue by the Directors.

For and on behalf of the Board:

Nicholas Paul - DirectorRonald Baskind - Director

Independent Non-Executive ChairpersonManaging Director

29 September 2025

29 September 2025

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ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Statement of Changes in Equity

for the year ended 30 June 2025

Share

capital

Foreign

exchange

translation

reserve

Financial

assets at

FVOCI

reserve

Non-

controlling

interests

Total equity

$'000$'000$'000$'000$'000$'000

BALANCE AT 1 JULY 202413,392 376 353 (10,701) (316) 3,104

Transactions with shareholders in their capacity as owners

Dividends paid- - - - - -

New shares issued (note 21)- - - - - -

Shares held as treasury stock(5) (5)

Transactions with non-controlling interests

(note 23)

- - - 72 122 194

Total transactions with shareholders(5) - - 72 122 189

Comprehensive income

-

Profit/(loss) for the period- - - (101) (28) (129)

Other comprehensive income/(loss)- 8 (117) - - (109)

Total comprehensive income/(loss)

net of tax

- 8 (117) (101) (28) (238)

Balance at 30 June 202513,387 384 236 (10,730) (222) 3,055

Share

capital

Foreign

exchange

translation

reserve

Financial

assets at

FVOCI

reserve

Non-

controlling

interests

Total equity

$'000$'000$'000$'000$'000$'000

BALANCE AT 1 JULY 202312,080 311 353 (10,985) (313) 1,446

Transactions with shareholders in their capacity as owners

Dividends paid- - - - - -

New shares issued (note 21)1,312 - - - - 1,312

Transactions with non-controlling interests

(note 23)

- - - 291 36 327

Total transactions with shareholders1,312 - - 291 36 1,639

Comprehensive income

Profit for the period- - - (7) (39) (46)

Other comprehensive income/(loss)- 65 - - - 65

Total comprehensive income/(loss)

net of tax

- 65 - (7) (39) 19

Balance at 30 June 202413,392 376 353 (10,701) (316) 3,104

Retained

earnings /

(accumulated

losses)

Retained

earnings /

(accumulated

losses)

10

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Statement of Cash Flows

for the year ended 30 June 2025

Note

30 June 202530 June 2024

$'000$'000

OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers27,421 25,027

Interest received13 6

Dividends Received33 1

Income tax refund received1 111

Cash was applied to:

Payments to suppliers & employees(26,500) (23,133)

Interest paid(286) (215)

Income tax paid- (1)

Net cash inflow/(outflow) from operating activities24 682 1,796

INVESTING ACTIVITIES

Cash was provided from:

Loans repaid by staff5 4

Loans repaid by related parties- 32

Cash was applied to:

Purchase of property, plant and equipment(388) (91)

Software development costs(436) (523)

Investment in equity accounted investment(100) -

Investment in subsidary net of cash acquired(211) -

Term deposits- (317)

Net cash inflow/(outflow) from investing activities(1,130) (895)

FINANCING ACTIVITIES

Cash was provided from:

Proceeds from issue of shares- 1,312

Proceeds from bank borrowings200 -

Proceeds from issue of shares in iSell Pty Limited to non-controlling interests- 301

Proceeds from landlord206 -

Cash was applied to:

Repayment of lease liabilities(409) (532)

Repayment of bank borrowings(407) (498)

Treasury stock(5) -

Net cash inflow/(outflow) from financing activities(415) 583

Net increase/(decrease) in cash and cash equivalents held(863) 1,484

Net foreign exchange differences63 24

Cash and cash equivalents at beginning of the period1,737 229

Net cash and cash equivalents at end of the period

19

937 1,737

Represented by:

Cash and cash equivalents 1,588 1,737

Bank overdraft(651) -

Net cash and cash equivalents at end of the period937 1,737

- -

- -

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ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

1BASIS OF PREPARATION

(a)Reporting entity

(b)Compliance statement

(c)Basis of preparation

(d)Principles of consolidation

The consolidated financial statements comprise the financial statement of the company and its subsidiaries.

Percentage ownership

30 June 202530 June 2024

Kilimanjaro Consulting Limited New ZealandSoftware sales and solutions100.00 100.00

Kilimanjaro Consulting Pty LimitedAustraliaSoftware sales and solutions100.00 100.00

Enprise LimitedNew ZealandSoftware sales and solutions100.00 100.00

Global Bizpro LimitedNew ZealandNon-trading100.00 100.00

Recipe Marketing LimitedNew ZealandSoftware sales and solutions52.00 n/a

iSell Pty LimitedAustraliaSoftware sales and solutions72.51 72.51

IT Quoter LimitedNew ZealandNon-trading72.51 72.51

IT Quoter North America IncUnited StatesNon-trading72.51 72.51

iSell Philippines IncPhilippinesSoftware development72.51 72.51

(e)Business combinations

On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for appropriate

classification and designation in accordance with the contractual terms, economic conditions, the consolidated entity's operating or

accounting policies and other pertinent conditions in existence at the acquisition-date.

Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or

has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the

entity. Subsidiaries are consolidated from the date on which control is transferred to the Company. They are deconsolidated from the

date that control ceases.

Intercompany transactions, balances and unrealised gains or losses on transactions between Group companies are eliminated.

Accounting policies of subsidiaries are changed when necessary to ensure consistency with the policies adopted by the Company.

Name of EntityPrincipal activity

Enprise Group Limited (the company) and its subsidiaries (together the Group) is a high-tech software and services investment company.

The company is a limited liability company incorporated and domiciled in New Zealand and is listed on the New Zealand Stock Exchange

(NZX). The Group is registered under the Companies Act 1993 and is a FMC Reporting Entity under Part 7 of the Financial Markets

Conduct Act (FMCA) 2013. The address of its registered office is 16 Hugo Johnston Drive, Penrose, Auckland.

These consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice

(NZ GAAP), the Companies Act 1993, the FMCA 2013 and NZX listing rules. They comply with New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and authoritative notices that are applicable to entities

that apply NZ IFRS. The consolidated financial statements also comply with International Financial Reporting Standards (IFRS). The Group

is a for-profit entity for the purposes of complying with NZ GAAP.

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain assets and

liabilities at fair value.

The consolidated financial statements are presented in New Zealand dollars which is the Company's functional currency and the Group's

presentation currency. All financial information has been prepared in thousands, unless otherwise stated.

The material accounting policies adopted in the preparation of the financial report are set out in the accompanying notes and indicated by

the shaded text. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Country of

incorporation

The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other

assets are acquired.

The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities

incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For the iSell Pty

Limited business combination, the non-controlling interest in the acquiree is measured at the proportionate share of the acquiree's

identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.

These financial statements should be read in conjunction with the Auditor's report.

12

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

1BASIS OF PREPARATION (CONTINUED)

(e)Business combinations (continued)

(f)Foreign currency translation

(g)Financial instruments

Financial assets

Classification of financial assets

Financial assets that meet the following conditions are measured subsequently at amortised cost:

Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVOCI):

By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).

- the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual

cash flows; and

- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the

transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end

exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss.

Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to

the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition

or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities,

as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets are recognised

immediately in profit or loss.

Financial assets are classified into the following specified categories: 'fair value through other comprehensive income' and 'amortised

cost'. The classification depends on the business model and contractual terms of the financial assets and is determined at the time of

initial recognition. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular

way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by

regulation or convention in the marketplace.

- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

The consolidated financial statements are presented in New Zealand dollars, which is the Group’s presentation currency. Items included in

the financial statements of each of the subsidiaries are measured using the currency of the primary economic environment in which the

entity operates (“the functional currency”).

The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the

acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised

as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired,

being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-

date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the

acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.

The results and financial position of entities that have a different functional currency are translated to NZD as follows: assets and liabilities

are translated at the exchange rate at balance date and income statement items are translated at the average exchange rates for the year.

Exchange differences are recognised in other comprehensive income as a currency translation reserve movement.

Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the

acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in

profit or loss.

- the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and

selling the financial assets; and

These financial statements should be read in conjunction with the Auditor's report.

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ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

1BASIS OF PREPARATION (CONTINUED)

(g)Financial instruments (continued)

Effective interest method

Income is recognised on an effective interest basis for debt instruments.

Impairment of financial assets

Measurement and recognition of expected credit losses

Derecognition of financial assets

Financial liabilities

Derecognition of financial liabilities

(h)Critical accounting judgements and estimates

Judgements and estimates which are material to the financial statements are found in the following notes:

(a) Revenue recognition (note 3).

(b) Taxation (note 6(d)).

(c) Intangible assets (note 17).

(d) Investments in other entities (note 15).

(e) Lease liabilities (note 20).

(f) Impairment (note 17).

(g) Going concern assumption.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the

financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor

retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its

retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and

rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a

collateralised borrowing for the proceeds received.

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over

the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and

points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts)

through the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial

recognition.

On derecognition of a financial asset, the difference between the asset's carrying amount and the sum of the consideration received and

receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity, is

recognised in profit or loss.

The Group recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost and contract

assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition

of the respective financial instrument.

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if

there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical

data adjusted by forward‑looking information as described above.

Financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective

interest method.

In the process of applying the Group's accounting policies and the application of accounting standards, a number of estimates and

judgements have been made. The estimates and underlying assumptions are based on historical experience and adjusted for current

market conditions and other factors, including expectations of future events that are considered to be reasonable under the

circumstances. If outcomes within the next financial period are significantly different from assumptions, this could result in adjustments to

carrying amounts of the asset or liability affected.

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired.

The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised

in profit or loss.

These financial statements should be read in conjunction with the Auditor's report.

14

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

1BASIS OF PREPARATION (CONTINUED)

(i)Going concern assumption

- Achievement of targeted operational performance

The Group currently projects positive operating cash flows in both FY26 and FY27, largely consistent with those reported in FY25.

- Maintenance of contractual arrangements with MYOB

The Group prepares its financial statements on a going concern basis and expects to be able to realise its assets and meet its financial

obligations in the normal course of business.

The Directors consider the Group to be a going concern and believe the Group will achieve its financial forecasts to the extent necessary

to ensure the Group will have sufficient liquidity to continue as a going concern and meet its financial obligations for the foreseeable

future.

The Board-approved financial forecasts for FY26 and FY27 project sufficient cash available to satisfy all financial obligations which arise in

the next 15 months from 30 June 2025. The forecast cash flows are dependent on the key assumptions outlined below.

The Group is in the process of restoring the profitability of its Kilimanjaro business segment following the resolution of the MYOB dispute

during FY24. The improved performance has the Group reporting a lower operating loss for the year ended 30 June 2025 of $0.09 million

(30 June 2024 loss $0.298 million), net current liabilities of $3.2million (30 June 2024 $2.1 million) and net cash and cash equivalents of

$0.9 million (30 June 2024 $1.7 million).

The Group has maintained a focus on cost control, retaining cash and gradually repaying outstanding debt facilities whilst continuing to

grow revenues across its business segments. The Group has also sought to re-establish a positive working relationship with MYOB, its

key business partner in the Kilimanjaro business segment.

The Group’s Kilimanjaro business segment’s profitability is highly dependent upon the maintenance of existing contractual

remuneration arrangements relating to the sale of MYOB software to end-users.

The forecast’s assumptions have been stress tested against a range of scenarios including a revenue miss of 5% to budget, which

demonstrates that while the cashflow forecast is sensitive to changes in key growth assumptions, the Group will have adequate cash

resources without needing to resort to further capital raising.

Should the Group be unable to achieve the forecast cash flows mentioned above, the Group may have insufficient liquid assets to be able

to continue as a going concern for a period of at least 12 months from the issuance of these financial statements.

Therefore, a material uncertainty exists that may cast doubt on the Group’s ability to continue as a going concern and therefore that the

Group may be unable to realise its assets and discharge its liabilities in the normal course of business.

These financial statements should be read in conjunction with the Auditor's report.

15

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

2SEGMENT INFORMATION

(a)Operational performance

RevenueOperating profit

BUSINESS SEGMENTS

30 June 202530 June 202430 June 202530 June 2024

$'000$'000$'000$'000

Kilimanjaro Consulting23,111 20,454 537 1,245

iSell1,684 1,375 264 (434)

Corporate36 36 (886) (1,109)

- -

24,831 21,865 (85) (298)

Equity earnings of associates and joint ventures88 (211)

Impairment of intangible assets- 293

Net interest expense(273) (203)

- -

Profit/(loss) before taxation(270) (419)

- -

Income Tax141 373

- -

Net profit/(loss) attributable to shareholders(129) (46)

Revenue

GEOGRAPHIC SEGMENTS

30 June 202530 June 2024

$'000$'000

New Zealand7,069 6,762

Australia17,549 14,916

EMEA*177 159

North America36 28

Asia- -

- -

24,831 21,865

- * Europe, Middle East and Africa-

(b)Interest, deprecation and amortisation

30 June 202530 June 202430 June 202530 June 202430 June 202530 June 2024

$'000$'000$'000$'000$'000$'000

New Zealand2 5 138 180 302 288

Australia13 3 150 31 706 1,453

15 8 288 211 1,008 1,741

- - - - -

(c)Balance sheet information

Non Current Asset

30 June 202530 June 202430 June 202530 June 202430 June 202530 June 2024

$'000$'000$'000$'000$'000$'000

Kilimanjaro Consulting4,126 4,122 11,435 11,605 12,336 11,459

iSell1,571 1,285 1,795 1,555 1,497 1,354

Corporate1,224 701 5,053 3,763 1,395 1,006

6,921 6,108 18,283 16,923 15,228 13,819

Inter-segment elimination (Enterprise Asset)Inter-segment elimination- - (3,623) (2,324) (3,623) (2,324)

-

6,921 6,108 14,660 14,599 11,605 11,495

-

New Zealand3,430 2,707 7,420 6,821 3,701 3,545

Australia3,491 3,401 9,163 9,408 9,827 9,580

6,921 6,108 16,583 16,229 13,528 13,125

Inter-segment elimination (AU Asset)Inter-segment elimination- - (1,923) (1,630) (1,923) (1,630)

- -

6,921 6,108 14,660 14,599 11,605 11,495

- - - - - - - -

Non-current assets other than

financing and deferred tax

Depreciation and

amortisation expense

The Group is organised into three reportable operating segments based on the business segments. These segments form the basis of

internal reporting used by management and the Board of Directors to monitor and assess performance and assist with strategic decisions.

The Board of Directors is the Group's chief operating decision maker (CODM). Management has determined the operating segments

based on the information reviewed by the Board of Directors and the Chief Executive Officer for the purposes of allocating resources and

assessing performance.

Interest expenseInterest revenue

Total assetsTotal liabilities

These financial statements should be read in conjunction with the Auditor's report.

16

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

3REVENUE

Revenue from contracts with customers

- Enterprise software licence revenue - Support services revenue

- Implementation and consulting revenue - iSell revenue

- Other fees such as hosting fees and hardware sales

ExoHosted revenue

Support contract revenue is recognised over time as the services are delivered. The

contract is between the customer and Enprise, as principal.

Revenue from providing support services is recognised in the accounting period in

which the services are rendered. Revenue is calculated based on time and cost

incurred, a fixed monthly charge or a combination of both.

Recognition is determined based on the contract with the customer. This can be:

- actual labour hours spent to resolve the query,

- an agreed monthly charge plus actual labour hours spent to resolve the query not

covered by the monthly agreed charge, or

- an agreed monthly charge.

Customers are typically invoiced monthly when the job has been closed. Consideration

is payable when invoiced and corresponds directly to the performance completed to

date in respect to this revenue stream.

Revenue is recognised throughout the licence period and in the period in which the

service occurs.

Customers are typically invoiced in arrears for usage rendered. The revenue is shown

as a contract asset on the balance sheet as the performance obligation has been met

and released to the statement of comprehensive income but the client has not yet been

invoiced. Clients invoiced annually are held on the balance sheet and the revenue

released monthly as the performance obligation occurs.

Software licence revenue under NZ IFRS 15 is recognised through an agency

arrangement and therefore the agency revenue margin is recognised in the statement

of comprehensive income. The revenue is calculated based on commission margin

percentages agreed between the Group and the third-party licenser.

The agency commission is recognised at a point in time when the customer gains

access to the software or is provided with continued use of the software, generally

through providing a code to enable continued access.

Customers are typically invoiced annually (but sometimes monthly) for recurring

software licences and commissions are recognised once the performance obligation

has been satisfied.

Revenue is recognised during the period in which the services have been rendered or

the goods supplied.

Services and support revenue -

Support contracts

iSell revenue - Other - Onboarding

fees

Revenue is recognised during the period in which the services have been rendered or

the goods supplied.

iSell revenue - Software

licence revenue legacy system

Enterprise software licence

revenue

Each of the above streams delivered to customers are considered separate performance obligations, even though for practical reasons

they may be governed by a single legal contract with the customer. Revenue recognition for each of the above revenue streams is as

follows:

The Group's primary activity is providing software solutions within Australia and New Zealand. From these activities the Group

generates the following streams of revenue:

Revenue stream

Performance

obligation

Timing of recognition

Initial access or

continued

access to the

software

Closure of

support query or

standing ready

to provide

support

Revenue is recognised at a point in time, and in the period in which the software has

been invoiced.

Customers are typically invoiced for a period of time for expected upcoming usage as

they are typically not yet able to use or be migrated to the new cloud system. Annual

charges for legacy system customers invoiced after 1 January 2021 comes with the

promise of a credit if the customer transitions to the new cloud system during the

invoiced period. Revenue with this promise is deferred and recognised monthly.

- Training

- Hardware

Revenue is recognised during the period in which the services have been rendered or

the goods supplied.

- Hosting

services

iSell revenue - Software

licence revenue cloud system

Revenue is recognised at a point and time when the solution has been delivered.

Revenue provided from services is recognised in the accounting period in which the

solution has been provided.

Recognition is determined based on the contract, either a fixed price or actual labour

hours spent. Revenue is recognised in full at the end of the project when go-live has

occurred.

Customers are typically invoiced throughout the project and consideration is payable

when invoiced. The invoiced amount is shown as a contract liability on the balance

sheet until such time as the performance obligation has been met and recognised in

revenue.

Services and support revenue -

Implementation and consulting

revenue

At completion of

data

conversions,

user acceptance

testing (UAT) or

specific solution

provided.

Right to access

the software

Other fees

Right to use the

software

These financial statements should be read in conjunction with the Auditor's report.

17

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

3REVENUE (CONTINUED)

30 June 202530 June 2024

$'000$'000

- -

Revenue from enterprise software and licences

6,581 5,578

- -

Revenue from services and support

14,589 12,894

- -

Revenue from iSell

1,684 1,375

Revenue from hosting services

1,974 2,015

- -

Revenue from other fees

3 3

- - 24,831 21,865

Software and licencesServices and supportITQuoter RevenueExoHosted- -

(a)Revenue by geographical location

other fees

30 June 2025

$'000$'000$'000$'000$'000$'000

-

New Zealand

2,103 3,991 351 623 1 7,069

-

Australia

4,478 10,598 1,120 1,351 2 17,549

-

EMEA*

- - 177 - - 177

-

North America

- - 36 - - 36

-

Asia

- - - - - -

- - 6,581 14,589 1,684 1,974 3 24,831

* Europe, Middle East and Africa

30 June 2024

$'000$'000$'000$'000$'000$'000

-

New Zealand

1,926 3,883 201 750 2 6,762

-

Australia

3,652 9,011 987 1,265 1 14,916

-

EMEA*

- - 159 - - 159

-

North America

- - 28 - - 28

Asia

- - - - - -

- - 5,578 12,894 1,375 2,015 3 21,865

(b)Revenue by operating segment

30 June 202530 June 2024

$'000$'000


Revenue from enterprise software licences

5,541 4,739


Contracted revenue from hosting and support agreements

5,075 4,787


Revenue from other services

12,495 10,928

23,111 20,454

- -

30 June 202530 June 2024

$'000$'000


Revenue from iSell software licences

1,454 1,178


Revenue from other services

230 197

1,684 1,375

- -

30 June 202530 June 2024

$'000$'000


Revenue from services

36 36

36 36

Critical accounting judgements and estimates

The group does not expect to recognise any revenue on existing contracts outside the 12 months post year end.

Revenue from

other fees

Revenue from

software and

licences

Revenue from

services and

support

Revenue from

services and

support

Revenue from

hosting

services

Revenue from

software and

licences

iSell

Revenue from

iSell

Total

Revenue from

hosting

services

Total

Revenue from

iSell

Corporate

Some contracts include multiple deliverables, such as software licences and implementation services. However, because the

implementation does not include material customisation to the software and could be provided by another party, the implementation

services are accounted for as a separate performance obligation from software licences. In this case, the transaction price will be

allocated to each performance obligation based on the standalone selling prices.

Revenue from

other fees

Kilimanjaro Consulting

These financial statements should be read in conjunction with the Auditor's report.

18

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

4OTHER INCOME

(a)Other operating income

Dividend income

30 June 202530 June 2024

$'000$'000

Research and development tax credit

46 88

Dividend income

33 1

- - 79 89

5OPERATING EXPENSES

(a)Other gains and losses

30 June 202530 June 2024

$'000$'000

Net gain/(loss) on provisions

11 142

Net foreign exchange gains/(losses)

(92) (29)

- - Other gains/(losses)(81) 113

(b)Finance income and costs

Interest income

Interest expense

30 June 202530 June 2024

$'000$'000

Finance income

Interest from financial assets held for cash management purposes

13 6

Interest from other loans and receivables

2 2

15 8

Finance costs

Interest on bank overdrafts and loans

(108) (127)

Interest on lease liabilities

(180) (84)

(288) (211)

- - Net finance income and costs(273) (203)

Dividend income is recorded in the profit or loss when the Group's right to receive the dividend is established.

Interest income is recognised in the statement of comprehensive income using the effective interest method. The effective interest

method calculates the amortised cost of a financial asset or liability and allocates the interest income over the relevant period.

Interest costs are expensed in the period in which they are incurred.

These financial statements should be read in conjunction with the Auditor's report.

19

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

5OPERATING EXPENSES (CONTINUED)

(c)Other operating expenses

Low-value and short-term lease costs

30 June 202530 June 2024

$'000$'000

Advertising and marketing

398 362

Amortisation

320 976

Auditors' remuneration

231 178

Bad and doubtful debts expense

50 -

Communications

118 147

Depreciation

688 765

Hosting costs

1,359 1,202

Insurance

99 94

Legal fees

132 271

Low-value and short-term lease costs

259 177

Professional services

59 100

Subcontractors

752 621

Travel expenses

444 272

Other operational expenses

1,361 1,185

- - 6,270 6,350

30 June 202530 June 2024

$'000$'000

Amortisation of software (note 17)138 733

Amortisation of customer relationships (note 17)117 178

Amortisation of intellectual property (note 17)65 65

320 976

- -

30 June 202530 June 2024

$'000$'000

For auditing the Group financial statements

UHY Haines Norton229 176

Other Services

Audit of iSell Philippines (R.P. Mora Accounting and Law Office)2 2

231 178

- -

30 June 202530 June 2024

$'000$'000

Bad debts recognised60 23

Bad debts recovered(19) -

Changes in provision for bad and doubtful debts9 (23)

50 -

- -

30 June 202530 June 2024

$'000$'000

Property plant and equipment (note 16)158 204

Right-of-use assets (note 18)530 561

688 765

- -

(d)Employee benefit expense

30 June 202530 June 2024

$'000$'000

Wages and salaries

17,220 14,809

Superannuation

1,327 1,114

Directors fees

97 92

- - 18,644 16,015

(ii) Auditors' remuneration

(iii) Bad and Doubtful Debts

(i) Amortisation and impairment

Leases that are not classified as a right-of-use asset have been classified as low-value and short-term leases. Payments associated with

short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term

leases are leases with a lease term of 12 months or less. Low-value assets comprise of IT equipment and small items of office furniture.

Other operating expenses include

(iv) Depreciation

These financial statements should be read in conjunction with the Auditor's report.

20

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

6TAXATION

(a)Income tax recognised in profit or loss

Temporary differences that can reasonably be foreseen in the next accounting period have been recognised as a deferred tax asset.

30 June 202530 June 2024

$'000$'000

Current tax

Current tax on profits for the year

62 -

Adjustments for current tax on prior periods

- -

Total current tax expense

62 -

Total deferred tax expense/(benefit)

(203) (373)

- Total income tax expense/(benefit)(141) (373)

(b)Reconciliation of income tax expense to prima facie tax payable

30 June 202530 June 2024

$'000$'000

Profit before income tax

(270) (419)

Tax at the New Zealand domestic tax rate of 28%

(76) (117)

Adjusted for the tax effect of:

Non deductible expenses

83 195

Non assessable income

(59) (3)

Difference in overseas tax rates

(11) 35

Impairment of intangible assets

- (82)

Reversal of previously recognised tax losses

- -

Other unrecognised timing differences and tax losses

(78) (401)

Total deferred tax expense/(benefit)

(141) (373)

-

- Total income tax expense/(benefit)(141) (373)

(c) Current tax assets and liabilities

30 June 202530 June 2024

$'000$'000

Current tax assets

Income tax refundable/(payable)

(62) 1

- - (62) 1

Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable

profits will be available to allow all or part of the asset to be recovered.

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to

the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those

that are enacted or substantively enacted by the reporting date.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial

statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognised for all

taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences and unutilised tax losses to

the extent that it is probable that taxable profits will be available against which those deductible temporary differences and unutilised tax

losses can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial

recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the

accounting profit.

These financial statements should be read in conjunction with the Auditor's report.

21

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

6TAXATION (CONTINUED)

(d)Deferred tax balances

30 June 202530 June 2024

$'000$'000

The balance comprises temporary differences attributable to:

Future benefit of losses incurred

- -

Future benefit of provisions and accruals

260 217

Employee benefits

689 576

Contract liabilities

258 297

Lease liabilities

574 620

- -

Total deferred tax asset

1,781 1,710

Set off of deferred tax liability

(621) (739)

Net deferred tax asset

1,160 971

30 June 202530 June 2024

$'000$'000

The balance comprises temporary differences attributable to:

Customer relationships

(22) (19)

Contract asset

(149) (145)

Future liability of provisions and accruals

- -

Right-of-use asset

(450) (575)

-

Total deferred tax liability

(621) (739)

Set off of deferred tax liability

(621) (739)

Net deferred tax liability

- -

Movements

$'000$'000$'000$'000$'000

At 1 July 2023

37 (58) - 578 557

(Charged)/credited

to profit or loss

8 39 - 367 414

-

At 30 June 2024

45 (19) - 945 971

- - - -

Movements

$'000$'000$'000$'000$'000

At 1 July 2024

45 (19) - 945 971

(Charged)/credited

to profit or loss

79 (3) - 127 203

to other comprehensive income

- - - (14) (14)

-

At 30 June 2025

124 (22) - 1,058 1,160

- - - -

Critical accounting judgements and estimates

Customer

relationships

Right-of use

assets & lease

liabilities

The Group has recognised a deferred tax asset on its statement of financial position as at the reporting date. Significant judgement is

required in determining if the utilisation of deferred tax assets is probable. The recognition of deferred tax assets is based upon whether

it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary

differences can be deducted. To determine the future taxable profits, reference is made to the latest forecasts of future earnings of the

Group. Where the temporary differences are related to losses, relevant tax law is considered to determine the availability of the losses to

offset against the future taxable profits.

Judgement is required to assess the deferred tax asset in relation to losses available. The balance represents the reasonable benefit

that the Group is expected to utilise in the next two financial years. The Directors have not recognised the benefit of unutilised tax losses

beyond two years due to uncertainty with regards to future shareholder continuity. This assessment was determined based on the

budgeted profitability of the Group.

Right-of use

assets & lease

liabilities

Provisions

& accruals

inc employee

Tax lossesTotal

Customer

relationships

Tax lossesTotal

Provisions

& accruals

inc employee

Deferred tax liability

Deferred tax asset

Subject to the various income tax legislations being met the losses carried forward at 30 June 2025 are estimated to be $3,177,013 [NZ

$2,880,156; AU$nil] (last year: $3,385,391) of which $nil has been recognised as a deferred tax asset (last year: $nil). Deferred tax losses

are not recognised in relation to iSell Pty Limited, which has an estimated AU$5,875,575 of losses to carry forward (last year:

AU$4,067,132).

These financial statements should be read in conjunction with the Auditor's report.

22

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

6TAXATION (CONTINUED)

(e) Imputation credits available for use

30 June 202530 June 2024

$'000$'000

New Zealand imputation credits available

13 1

7EARNINGS PER SHARE

There are no instruments that could potentially dilute earnings per share.

30 June 202530 June 2024

Earnings for the purpose of basic and diluted earnings per share:

Net profit/(loss) attributable to shareholders ($'000)

(101) (7)

Weighted average number of ordinary shares for basic earnings per share (000s)

20,067 19,412

Basic and diluted earnings per share (cents)

(0.50) (0.04)

8TRADE AND OTHER RECEIVABLES

30 June 202530 June 2024

$'000$'000

Trade receivables

3,125 2,886

Related party receivable (note 22(d)).

4 5

Other receivables

677 560

Provision for impairment

(227) (218)

3,579 3,233

Prepayments

323 307

- - 3,902 3,540

Allowance for impairment loss

The average credit period on sales of licences and services is 40 days. No interest is charged on outstanding trade receivables.

Bad debts are written-off when they are considered to have become uncollectable.

The aging of the receivables and allowance for expected credit losses provided for above are as follows:

Expected credit loss rateCarrying amountAllowance for impairment

30 June 202530 June 202430 June 202530 June 202430 June 202530 June 2024

$'000$'000$'000$'000

0-30 days

1.0%1.0%

2,516 2,223

2522

31-60 days

5.0%5.0%

330 364

1718

61-90 days

50.0%50.0%

110 200

55100

+91 days

75.0%75.0%

173 104

13078

3,129 2,891 227 218

- - - -

30 June 202530 June 2024

$'000$'000

Balance at the beginning of the period(218) (241)

Additional provisions recognised(46)3

Receivables written off during the year3720

- - Balance at the end of the period(227) (218)

Basic earnings per share is calculated by dividing the profit attributable to shareholders of the Company by the weighted average number

of shares on issue during the year. Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining

the denominator.

The Group measures the loss allowance on the balance of trade receivables at an amount equal to lifetime expected credit losses (ECL).

The ECL on trade receivables are estimated using a provision matrix referring to past default experience of the debtors and an analysis

of the debtors' current financial position, adjusted for factors that are specific to the debtors, general economic conditions in which the

debtors operate and an assessment of both the current and forecast direction of conditions at the reporting date.

Trade and other receivables are recognised at cost less any provision for impairment. All trade and other receivables have been classified

as current assets.

Movements in the provision for impairment loss were as follows:

Subject to the provisions of the Income Tax Act 2007, the benefit of these credits may be passed to the shareholders as imputed tax paid

on future dividends.

These financial statements should be read in conjunction with the Auditor's report.

23

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

9CONTRACT ASSETS

30 June 202530 June 2024

$'000$'000

- -

Contract assets

672 635

The reconciliation of the values at the beginning and end of the current and previous financial year are set out below:

30 June 202530 June 2024

$'000$'000

Balance at the beginning of the period

635669

Transfer from contract assets to expenses

(562)(669)

Costs incurred for work performed but not yet recognised

599635

Balance at the end of the period672 635

10OTHER ASSETS

30 June 202530 June 2024

$'000$'000

- - Security deposits369 364

Classified as

Current - -

Non-current369 364

369 364

11TRADE AND OTHER PAYABLES

30 June 202530 June 2024

$'000$'000

Trade payables

1,442 1,294

Related party payables (note 22(d)).

53 53

Payroll taxes and other statutory liabilities

760 753

Other payables and accruals

1,298 1,282

- - 3,553 3,382

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The

amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities

unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently

measured at amortised cost using the effective interest method.

A contract asset is recognised for amounts relating to services rendered but not yet recognised. The costs recognised as contract assets

are released to the statement of comprehensive income when the related revenue for the contract is released.

These financial statements should be read in conjunction with the Auditor's report.

24

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

12PROVISIONS

Wages, salaries, annual leave, long service leave

30 June 202530 June 2024

$'000$'000

- Employee benefits

2,5472,219

Leasehold make good provision

144154

- - 2,691 2,373

Classified as

- - Current 2,274 2,063

- - Non-current417 310

- - 2,691 2,373

13CONTRACT LIABILITIES

30 June 202530 June 2024

$'000$'000

Contract liabilities

1,649 1,724

Deposits from customers

319 231

- - Contract liabilities1,968 1,955

The reconciliation of the values at the beginning and end of the current and previous financial period are set out below:

30 June 202530 June 2024

$'000$'000

Balance at the beginning of the period

1,9551,689

Decrease due to revenue recognised from performance obligations satisfied

(1,734)(1,689)

Invoices raised for work performed but not yet recognised

1,7471,955

Balance at the end of the period1,968 1,955

Liabilities for wages and salaries, including non-monetary benefits, and annual leave are recognised in respect of employees’ services

up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities recognised in

respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be

made by the Group in respect of services provided by employees up to the reporting date.

A contract liability is recognised for amounts received or due relating to services performed or expected to be performed. The Group's

revenue recognition policy is stated at Note 3 which details when each class of revenue is released to the profit and loss.

These financial statements should be read in conjunction with the Auditor's report.

25

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

14INVESTMENTS IN JOINT VENTURES AND ASSOCIATES

30 June 202530 June 2024

$'000$'000

Carrying amount at the beginning of the period701 912

New investment in joint ventures and associates100 -

-

Equity earnings/(losses) from associates and joint ventures

(75) (220)

- -

Other gains/(losses) related to associates and joint ventures

163 9

- - 889 701

30 June 202530 June 2024

$'000$'000

Investment in equity accounted joint venture

Datagate Innovation Limited889 701

- - 889 701

(a)Joint ventures and associates

Percentage ownership

30 June 202530 June 2024

Datagate Innovation LimitedNew ZealandSoftware sales32.35 32.92

Investments in joint ventures and associates are accounted for using the equity method and are measured in the statement of financial

position at cost adjusted for the Group's share of the profit or loss and other comprehensive income of the associate or joint venture.

Goodwill relating to associates and joint ventures is included in the carrying amount of the investment.

If the carrying amount of the equity accounted investment exceeds its recoverable amount, it is written down to the latter. When the

Group's share of accumulated losses in an associate or joint venture equals or exceeds its carrying value, the Group does not recognise

further losses, unless it has incurred obligations or made payments on behalf of the associate or joint venture.

The requirements of NZ IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the

Group’s investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is

tested for impairment in accordance with NZ IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair

value less costs of disposal) with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill that

forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with NZ IAS 36 to

the extent that the recoverable amount of the investment subsequently increases.

Principal Activity

Carrying amount of joint ventures and associates

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the

joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about

the relevant activities require unanimous consent of the parties sharing control.

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.

Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint

control over those policies.

On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group’s share of the

net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount

of the investment.

Investment by joint venture or associate

Country of

incorporation

Name of Entity

The Group's joint venture and associates at 30 June 2025 are set out below. The country of incorporation or registration is New Zealand,

their principal places of business are New Zealand and North America.

These financial statements should be read in conjunction with the Auditor's report.

26

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

14INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (CONTINUED)

(b)Summary financial information

30 June 202530 June 2024

$'000$'000

Net assets/(liabilities)450(113)

Proportion of the Group's ownership interest in the equity accounted investment146(37)

Goodwill743738

Carrying amount of the Group's interest in the equity accounted investment889 701

30 June 202530 June 2024

$'000

$'000

Assets and liabilities of joint ventures are as follows:

Current assets

1,283 696

Non-current assets

27 17

Current liabilities

(422) (388)

Non-current liabilities

(438) (438)

450 (113)

Results of equity accounted investment

Revenue

4,919 3,928

Losses after taxation

(229) (687)

Total comprehensive income

(229) (687)

Group share of loss(75) (220)

The Enprise Group recorded the following within its statement of comprehensive income for the period related to Datagate :

Gain on dilution163 9

Share of operating loss(75) (220)

Total recognised within the group's profit88 (211)

30 June 202530 June 2024

$'000

$'000

Balance sheet

Cash and cash equivalents

615 177

Trade and other receivables

593 513

Trade and other creditors

(93) (124)

Property, plant and equipment

9 16

Intangible assets

2 2

Profit and loss

Depreciation and amortisation

(7) 6

Interest income

9 (20)

Interest expense

- 3

Income tax expense or benefit

- -

Datagate Innovation Limited

Datagate is a limited liability company whose legal form confers separation between the shareholders and the company itself. Datagate is

governed by a Shareholder Agreement. The Shareholders Agreement states that at least 75% of the board of directors are required to

approve all relevant activities. Up to March 2021, Enprise had the ability to appoint one out of three directors and therefore previously had

joint control. Furthermore, the parties to the joint arrangement have rights to the net assets of the arrangement on wind up. As a result of

an additional director being appointed to the Board in March 2021, Enprise is no longer considered to have joint control, but retains

significant influence over this investment. The investment remains accounted for under the equity method.

The Board is comfortable that there is no impairment to the carrying value of Datagate. Recent share trades at $2.80 per share would

value Datagate at $21,175,986 (last year: $2.80 per share totalling $20,509,073). Enprise's share would have a implied value of

$6,850,866 (last year: $6,750,867) which would be substantially higher than the carrying value.

Summary of joint venture's financial statements

Other key financial information

Datagate has been involved in a number of capital raising events, the last being in September 2024 where the Group acquired an

additional 35,714 shares bringing their total shareholding to 2,446,738 shares.

Datagate Innovation Limited (Datagate) is a software company which provides online billing solutions for telecommunication services and

other usage based services.

These financial statements should be read in conjunction with the Auditor's report.

27

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

15INVESTMENTS IN OTHER ENTITIES

30 June 202530 June 2024

$'000$'000

Carrying amount at the beginning of the year452 452

- - Changes in fair value of other investments(117) -

- - 335 452

30 June 202530 June 2024

$'000$'000

- - Vadacom Holdings Limited335 452

Range of inputs

20252024

Recurring revenue ($'000)2,071 2,297

Non recurring revenue ($'000)743 761

Recurring revenue multiple2.5x2.77x

1.00x1.00x

Relationship of unobservable inputs to fair value

Increasing recurring revenue, non recurring revenue, the recurring

revenue multiple, and the non recurring revenue multiple each by

10% would increase fair value by $37,595 (last year: 10%;

$46,370). Lowering each of the above inputs by 10% would

decrease fair value by $37,595 (last year: 10%; $44,100).

During the 2021 financial year Vadacom Limited purchased back shares through a share buy back. Enprise considers this repayment a

recovery of part of the cost of the investment.

The Group has made a decision to adopt NZ IFRS 9 to measure the equity investment in Vadacom Holdings Limited at fair value through

other comprehensive income (FVOCI).

At 30 June 2025, the shares in Vadacom Holdings Limited have been valued at $7.08 (last year: $9.55) resulting in a write down of

$117,108 (last year: nil). Gains/losses are recognised as other comprehensive income when they occur.

Management continues to hold the assets for the medium to long term and the assets are therefore recognised as non-current. The

Group revalued the investments at fair market value at the end of the financial year.

In November 2017, the Group acquired a 6.49% shareholding in Vadacom Holdings Limited, a cloud based VOIP phone and virtual PABX

provider. Subsequent changes in shares since has resulted in a reduction of Enprise's shareholding to 6.35% at balance date.

The table below summarises the quantitative information about the significant unobservable inputs used in this level 3 fair value

measurement.

Unobservable inputs

Carrying amount of investments in other entities

Non recurring revenue multiple

These financial statements should be read in conjunction with the Auditor's report.

28

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

16PROPERTY PLANT AND EQUIPMENT

Computer equipment20-50%

Furniture and fittings10-50%

Office equipment10-50%

Leasehold Improvements10%

$'000$'000$'000$'000

At 1 July 2023

Cost183 700 295 156 1,334

Accumulated depreciation(85) (506) (231) (124) (946)

Net book value98 194 64 32 388

Year ended 30 June 2024

Opening net book value amount98 194 64 32 388

Additions108 88 - 6 202

Disposals- (3) - - (3)

Depreciation charge(86) (92) (13) (13) (204)

Gain/loss on disposal- - - - -

Foreign exchange gain/(loss)(2) 2 - - -

Closing net book value118 189 51 25 383

At 30 June 2024

Cost137 787 295 162 1,381

Accumulated depreciation(19) (598) (244) (137) (998)

- Net book value118 189 51 25 383

Year ended 30 June 2025

Opening net book value amount118 189 51 25 383

Additions165 144 53 26 388

Disposals- - - - -

Depreciation charge(26) (104) (13) (15) (158)

Gain/loss on disposal- - - - -

Foreign exchange gain/(loss)(4) (4) (1) - (9)

Closing net book value253 225 90 36 604

At 30 June 2025

Cost298 927 347 188 1,760

Accumulated depreciation(45) (702) (257) (152) (1,156)

- Net book value253 225 90 36 604

- - - -

Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Such

costs include the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. The cost is

recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation. All other repairs and

maintenance are recognised in the statement of comprehensive income as incurred.

Total

Computer

equipment

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year end.

Leasehold

Improvements

An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from

its use.

Depreciation on fixed assets is calculated using the diminishing value method to allocate their costs, net of their residual values over their

estimated useful lives as follows:

Furniture

and fittings

Office

equipment

These financial statements should be read in conjunction with the Auditor's report.

29

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

17INTANGIBLE ASSETS

Goodwill

Customer relationships

Software

$'000$'000$'000$'000$'000

At 1 July 2023

Cost325 3,949 1,269 7,720 13,263

Accumulated amortisation and impairment(130) (2,572) (1,120) (6,493) (10,315)

Net book value195 1,377 149 1,227 2,948

Year ended 30 June 2024

Opening net book value amount195 1,377 149 1,227 2,948

Additions- 524 - - 524

Exchange differences- 4 (1) - 3

Amortisation charge(65) (733) (178) - (976)

Impairment charge reversal- 165 128 - 293

Closing net book value130 1,337 98 1,227 2,792

At 30 June 2024

Cost325 4,477 1,268 7,720 13,790

Accumulated amortisation and impairment(195) (3,140) (1,170) (6,493) (10,998)

- Net book value130 1,337 98 1,227 2,792

Year ended 30 June 2025

Opening net book value amount130 1,337 98 1,227 2,792

Additions- 436 98 359 893

Exchange differences- (27) 1 - (26)

Amortisation charge(65) (138) (117) - (320)

Closing net book value65 1,608 80 1,586 3,339

At 30 June 2025

Cost325 4,886 1,367 8,079 14,657

Accumulated amortisation and impairment(260) (3,278) (1,287) (6,493) (11,318)

- Net book value65 1,608 80 1,586 3,339

- - - -

"In-house" developed or acquired software costs are capitalised on completion and amortised on a straight-line basis over the period of

their expected benefit, being their finite life of 3-5 years. Employment costs associated with developing the software are capitalised

when the costs are incurred. The amount of the charges capitalised is based on the proportionate time each employee spends on

developing the software.

Goodwill is assessed as having an indefinite useful life and is not amortised but is subject to impairment testing annually or whenever

there are indications of impairment.

The amortisation of the intangible asset, Software has been made which reflects the boards view that the estimated useful life of the

internally generated asset is 4 years not 10 years as used in financial statements up to and including 30 June 2022.

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net

identifiable assets, liabilities and contingent consideration acquired.

Intellectual

Property

For the purpose of impairment testing, goodwill has been allocated to the cash-generating units (CGU). The impairment test is based

on either an estimated recoverable amount (value in use) or the fair value less costs. Estimated future cash flow projections are based

on the Group's five-year business plan for the business units.

Customer relationship costs are carried at cost (being assessed from value on acquisition) less accumulated amortisation and

accumulated impairment losses. This intangible asset has been assessed as having a finite life and is amortised using the straight line

method over a period of 5 years. The amortisation has been recognised in the statement of comprehensive income within depreciation

and amortisation expense. If an impairment indication arises, the recoverable amount is estimated and an impairment loss is recognised

to the extent that the recoverable amount is lower than the carrying amount.

TotalSoftware

Customer

relationships

Goodwill

Intellectual property is pre-purchased developed software costs and amortised on a straight-line basis over the remaining period of their

expected benefit.

These financial statements should be read in conjunction with the Auditor's report.

30

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

17INTANGIBLE ASSETS (CONTINUED)

Significant intangible assets held are as follows:

Carrying amount

$'000

Software - ITQuoter46 1-9 months

Software - ITQuoter (work in progress)1,495 48 months

Intellectual Property65 12 months

30 June 202530 June 2024

$'000$'000

Kilimanjaro Consulting - New Zealand

1,227 1,227

Recipe Marketing - New Zealand

359 -

- - 1,586 1,227

(a)Impairment Testing - Kilimanjaro

Key assumptionValueBasis for determining value assigned to key assumptions

Growth rate3.06%

Weighted average cost of capital (WACC)11.03%

Growth rate3.06%Decrease by 3%No impairment loss

Weighted average cost of capital (WACC)11.03%Increase by 1%No impairment loss

(b)Impairment Testing - iSell Pty Limited

Range of inputs

20252024

Recurring revenue ($'000)1,454 1,178

Non recurring revenue ($'000)230 197

Recurring revenue multiple3.45x2.02x

1.00x1.00x

Reasonably

possible change

Impact of changeSensitivity analysis

Current

value

An assessment of the fair value of the Kilimanjaro cash generating unit (CGU's) was conducted at year end, for the purpose of considering

the fair value less cost of disposal of the CGU. The Level 3 fair value estimate was greater than the carrying value of the Kilimanjaro cash

generating unit. Kilimanjaro is assessed from the current year as a single CGU as it is under a single management structure and assessed

by the Board on that basis, in previous periods New Zealand and Australia were independently assessed. Information pertaining to the

CGU is presented below.

Remaining

amortisation period

Non recurring revenue multiple

The valuation technique has been adjusted from a earnings multiple valuation methodology in the years up to and including 30 June 2022,

to a discounted cash flow methodology in the following years. This revised methodology was adopted to more accurately capture

expected future changes in the various revenue streams of the entity, and their divergent impact on profitability.

Determined primarily based on external sources of information,

adjusted for entity specific risks.

An independent assessment of the fair value of the iSell cash generating unit (CGU's) was conducted at 30 June 2023, for the purpose of

considering the fair value less cost of disposal of the CGU. The Level 2 fair value estimate was lower than the carrying value of the cash

generating unit.

Increasing recurring revenue, non recurring revenue, the recurring

revenue multiple, and the non recurring revenue multiple each by

5% would increase fair value by $0.26 million (last year: 5%; $0.26

million). Lowering each of the above inputs by 5% would decrease

fair value by $0.26 million (last year: 5%; $0.25 million).

The details below summarises the quantitative information about the significant unobservable inputs used in this level 3 fair value

measurement.

The discounted cash flow valuation used to determine the CGU's recoverable amount in the current period uses 5 years of projected cash

flows and a terminal value.

The carrying amounts of goodwill allocated to the cash generating units are outlined below:

Determined based on historical trend growth and management's future

expectations

The table below summarises the quantitative information about the significant unobservable inputs used in this level 3 fair value

measurement.

Unobservable inputsRelationship of unobservable inputs to fair value

These financial statements should be read in conjunction with the Auditor's report.

31

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

18RIGHT-OF-USE ASSETS

PropertyTotal

$'000$'000

At 1 July 2023

Cost2,648 2,648

Accumulated depreciation(1,550) (1,550)

Net book value1,098 1,098

Year ended 30 June 2024

Opening net book value amount1,098 1,098

Additions1,677 1,677

Exchange differences18 18

Depreciation charge(561) (561)

Closing net book value2,232 2,232

At 30 June 2024

Cost3,617 3,617

Accumulated amortisation and impairment(1,385) (1,385)

- Net book value2,232 2,232

Year ended 30 June 2025

Opening net book value amount2,232 2,232

Additions- -

Lease Adjustments72 72

Exchange differences(21) (21)

Depreciation charge(530) (530)

- Closing net book value1,753 1,753

At 30 June 2025

Cost3,126 3,126

Accumulated amortisation and impairment(1,373) (1,373)

- Net book value1,753 1,753

Changes to leases during the year were as follows:

- Office Space at 601 Te Rapa Road, Hamilton; Expiring 30 November 2025

- Office Space at 276 Lambton Quay, Wellington; Expiring 31 May 2026

- Office Space at 838 Collins Road, Melbourne Expiring 31 December 2025

- Office Space at 10 Darcy Street, Paramatta; Expiring 31 December 2026

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, and any initial direct costs incurred by the lease.

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. 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.

From 1 April 2019, leases are recognised as a right-of-use asset and a lease liability at the lease commencement date.

The Group's right-of use assets consist only of property leases which up until 31 March 2019 were classified as operating leases.

Payments made under operating leases (net of any incentives received from the lessor) were charged to profit or loss on a straight-line

basis over the period of the lease.

No leases came up for renewal during the year, the leases that require negotiation or renewal during the upcoming financial year are:

These financial statements should be read in conjunction with the Auditor's report.

32

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

19BORROWINGS

Cash on hand and at bank

- - For the purposes of the statement of cash flows, cash and cash equivalents consist of cash on hand and at bank.

Borrowings

30 June 202530 June 2024

$'000$'000

Current cash on hand / (borrowings)

- -

Cash on hand and at bank

1,588 1,737

Bank overdraft

(651) -

Cash and cash equivalents

937 1,737

-

Bank borrowings

(442) (407)

-

Other borrowings

- -

Current net cash equivalents (borrowings)

495 1,330

Non-current borrowings

Bank borrowings - non current

- (242)

Other borrowings - non current

- -

- -

Non-current borrowings

- (242)

Net cash on hand495 1,088

(a)Summary of borrowing arrangements

- An overdraft facility of $1,000,000

(b)Reconciliation of liabilities arising from financing activities

$'000$'000$'000

At 1 July 20231,147 - 1,232

Non-cash changes- - 1,677

Financing cash inflows- - -

Financing cash outflows(498) - (532)

Exchange differences- - 20

-

Balance as at 30 June 2024

649 - 2,397

Non-cash changes- - 72

Financing cash inflows200 - 206

Financing cash outflows(407) - (409)

Exchange differences- - (28)

- Balance as at 30 June 2025442 - 2,238

- - -

Bank

borrowings

Other

borrowings

Lease

liabilities

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised

cost. Any difference between the net proceeds and the redemption amount is recognised in the profit and loss over the period of the

borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional

right to defer settlement of the liability for at least 12 months after the balance date.

- A commercial loan of $442,230 of which $nil is available to redraw at 30 June 2025 (last year: $200,000) The loan matures on

24 April 2026 and requires quarterly principal payments of $110,570. The bank's debt is secured by PPSR over all the assets of

Enprise Group Limited, Kilimanjaro Consulting Pty Limited and Kilimanjaro Consulting Limited.

Cash and cash equivalents in the statement of financial position are comprised of cash at bank and in hand and short term deposits with

an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an

insignificant risk of changes in value.

As at the balance sheet date, the Company notes that, had the covenant been tested by the Bank at that time, the Company would not

have met the requirement and a breach would have been reported. Subsequently, on 16 July 2025, the bank issued an amendment letter

that removed all covenants related to the maintenance of financial ratios, including the EBITDA-to-interest expense ratio. As a result, the

Company is no longer subject to any financial covenant breach.

The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes.

Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s

statement of cash flows as cash flows from financing activities:

The Bank of New Zealand (BNZ) has provided the following facilities to Enprise Group Limited:

These financial statements should be read in conjunction with the Auditor's report.

33

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

20LEASE LIABILITIES

30 June 202530 June 2024

$'000$'000

- - Lease liabilities2,238 2,397

Classified as

- - Current 477 203

- - Non-current1,761 2,194

- - 2,238 2,397

(a)Remaining contractual cash flows

Maturity analysis of the contractual undiscounted cash flows are as follows:

30 June 202530 June 2024

$'000$'000

Not later than one year 631 383

Later than one year but not later than 5 years1,939 2,094

Later than 5 years 110 532

2,680 3,009

(b)Amounts recognised in statement of comprehensive income

30 June 202530 June 2024

$'000$'000

Interest on lease liabilities180 84

Expenses relating to short term leases259 177

439 261

(c)Amounts recognised in statement of cash flows

30 June 202530 June 2024

$'000$'000

Interest element of lease payments

180 84

Cash outflows recognised within cash flows from financing activities

Principal elements of lease payments

409 532

- -

(d)Critical accounting judgements and estimates

Lease Term

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future

lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the

Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use

asset, with similar terms, security and economic environment.

The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised

in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be

exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In

determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to

exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the

asset to the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties;

existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is

reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant

change in circumstances.

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.

Cash outflows recognised within cash flows from operating activities

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.

These financial statements should be read in conjunction with the Auditor's report.

34

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

21EQUITY

(a)Share capital

Number of authorised sharesShare capital

Contributed equity - ordinary shares

30 June 202530 June 202430 June 202530 June 2024

sharesshares$'000$'000

Opening ordinary shares20,068,057 17,430,061 13,392 12,080

Rights issue- 2,637,996 1,312

Share buy-back(6,009) - (5) -

Staff share issue- - - -

- - 20,062,048 20,068,057 13,387 13,392

(b)Dividends

30 June 202530 June 202430 June 202530 June 2024

cents per sharecents per share$'000$'000

Final dividend for the period ended 30 June 2023- - - -

Interim dividend for the period ended 30 June 2024- - - -

Final dividend for the period ended 30 June 2024- - - -

Interim dividend for the period ended 30 June 2025- - - -

- - - - - -

22RELATED PARTY TRANSACTIONS

(a)Interest in other entities

(b)Ultimate parent

The ultimate parent entity and controlling party is Enprise Group Limited. The Parent is domiciled in New Zealand.

(c)Transactions with related parties

During the period, the Group entered into the following trading transactions with related parties.

Sale of services Purchase of services

Name of entity

30 June 202530 June 202430 June 202530 June 2024

$'000$'000$'000$'000

Vadacom Limited*42 42 - -

Next Telecom*- - 29 30

Datagate Innovation Limited- - - -

42 42 29 30

* Vadacom Limited and Next Telecom Limited are subsidiaries of Vadacom Holdings Limited

(d)Outstanding balances arising from sales/purchases of goods and services

The following balances are outstanding at the end of the reporting period in relation to transactions with related parties.

Amounts owed by related partiesAmounts owed to related parties

Name of entity

30 June 202530 June 202430 June 202530 June 2024

$'000$'000$'000$'000

Next Telecom Limited- - 3 3

Vadacom Limited4 4 - -

Ridgway Investments (Aaron Ridgway)- - 7 2

The Sales Factory (Nicholas Paul)- - 4 4

Global CFO Solutions (Aneesha Varghese-Cowan)- - - 2

ExpectX Pty Ltd (Richard Beresford)- 1 33 42

Stone Consulting Limited (Susie Stone)- - 6 -

4 5 53 53

On 29 September 2023, the group issued 2,637,996 shares under the rights issue at $0.50 per share.

All shares on issue are fully paid. All ordinary shares rank equally with one vote attached to each fully paid ordinary share and have equal

dividend rights and no par value.

The Group's principal subsidiaries are set out in note 1(d). Unless otherwise stated, they have share capital consisting solely of ordinary

shares that are held directly by the Group. The country of incorporation or registration is also their principal place of business.

Share capital comprises of ordinary shares only. 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.

These financial statements should be read in conjunction with the Auditor's report.

35

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

22RELATED PARTY TRANSACTIONS (CONTINUED)

(e)Key management personnel

Key management compensation to directors of the Group was as follows:

30 June 202530 June 2024

$'000$'000

Salaries, bonuses and commissions631 550

Superannuation50 41

Other long term employee benefits- 5

Consultancy fees221 237

Directors' fees97 92

999 925

Key management did not receive any termination benefits during the period (last year: nil).

Key management received post-employment or long term benefits of $50,260 (last year: $46,794).

(f)Directors' fees

Directors received director's fees as detailed below:

30 June 202530 June 2024

$'000$'000

L Phillips25 25

G Cooper- -

N Paul40 40

R Baskind- -

R Beresford- -

Dr A Varghese-Cowan4 25

A Ridgway25 2

S Stone3 -

- - 97 92

(g)Loans

Loans were advanced to enable the purchase of shares

Company30 June 202530 June 2024

$'000$'000

R BeresfordEnprise Group Ltd21 19

Beresford Investment TrustiSell Pty Ltd14 14

SMSF 42 Pty LtdiSell Pty Ltd12 12

47 45

Beresford Investment Trust and SMSF 42 Pty Ltd are related parties of Mr R Beresford

23SUBSIDIARIES WITH NON CONTROLLING INTERESTS

Balances with non-controlling interests

$'000 $'000 $'000

At 1 July 2023(313) - (313)

Transactions with non-controlling interests recognised in equity36 - 36

Profit/Loss for the year(39) - (39)

Balance as at 30 June 2024

(316) - (316)

Transactions with non-controlling interests recognised in equity(72) 194 122

Profit/Loss for the year35 (63) (28)

Balance as at 30 June 2025(353) 131 (222)

#REF!#REF!

iSell Pty

Limited

Recipe

Marketing

Total

Under the company’s constitution, directors may be paid a fee for ordinary services performed as a director. The maximum amount of

remuneration that may be paid to non-executive directors has been set at $150,000 and this may only be increased with the prior approval

from the company at a general meeting. This remuneration may be divided among the non-executive directors in such fashion as the

board may determine.

These financial statements should be read in conjunction with the Auditor's report.

36

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

23SUBSIDIARIES WITH NON CONTROLLING INTERESTS (CONTINUED)


Transactions with non-controlling interests recognised in equity

$'000 $'000 $'000

Purchase from non-controlling interests- - -

Prior period correction for proceeds from rights issue in iSell Pty Limited to NCI72 (72) -

Share issue for part purchase of Recipe Marketing to non-controlling interests- 194 194

Proceeds from rights issue in iSell Pty Limited to non-controlling interests- - -

Total transactions with non-controlling interests72 122 194

- -

(a)iSell Pty Limited

30 June 202530 June 2024

$'000$'000

Assets

Cash and cash equivalents

5 43

Trade and other receivables

96 118

Contract assets

87 74

Staff receivables - non current

26 26

Property plant and equipment

31 26

Intangible assets

1,541 1,259

Deferred tax asset

5 5

Other non-current assets

6 5

Total assets1,797 1,556

Liabilities

Trade and other payables

(135) (153)

Contract liabilities

(233) (297)

Provisions - non-current

(178) (211)

Related party payable

(951) (693)

Total liabilities(1,497) (1,354)

Net assets300 202

30 June 202530 June 2024

$'000$'000

Revenue from contracts with customers

1,684 1,375

Employee expense

(343) (360)

Other operating costs

(1,198) (1,327)

Other gains/(losses) - net

(11) 6

Finance cost - net

(5) (1)

Net profit/(loss)127 (307)

Other comprehensive income

9 (21)

Total comprehensive income/(loss)136 (328)

30 June 202530 June 2024

27.49%-27.49%24.75%-27.49%

$'000$'000

Total comprehensive income/(loss) attributable to NCI35 (39)

Summary of statement of cash flows

Enprise Group Limited consolidates 100% of iSell's results and presents the portion of profit/(loss) and other comprehensive income

attributable to a non-controlling interest (NCI).

During the year iSell Pty Limited incurred total operating cash inflows of AU$286,906 (last year: outflows of AU$128,960) total investing

outflows of AU$321,445 (last year: outflows of AU$407,742) and total financing inflows of AU$90,000 (last year: inflows of AU$276,000).

Attributable

to the parent

Total

Enprise Group Limited acquired a controlling stake in iSell on 27 May 2020. Subsequent to this date, Enprise has purchased shares from

non controlling interests and engaged in rights issues that have changed Enprise's shareholding in iSell, ultimately resulting in a non-

controlling interest percentage of 27.49% at 30 June 2025 (last year: 27.49%).

Summary of financial position

Non-

controlling

Summary of financial performance

These financial statements should be read in conjunction with the Auditor's report.

37

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

23SUBSIDIARIES WITH NON CONTROLLING INTERESTS (CONTINUED)

(b)Recipe Marketing Limited

30 June 202530 June 2024

$'000$'000

Assets

Cash and cash equivalents

143 -

Trade and other receivables

101 -

Contract assets

- -

Staff receivables - non current

- -

Property plant and equipment

15 -

Intangible assets

439 -

Deferred tax asset

30 -

Other non-current assets

- -

Total assets728 -

Liabilities

Trade and other payables

(42) -

Contract liabilities

(34) -

Provisions - non-current

(56) -

Related party payable

(301) -

Deferred tax liability

(23) -

Total liabilities(456) -

Net assets272 -

30 June 202530 June 2024

$'000$'000

Revenue from contracts with customers

695 -

Employee expense

(511) -

Other operating costs

(319) -

Other gains/(losses) - net

(5) -

Finance cost - net

- -

Income tax benefit

7 -

Net profit/(loss)(133) -

Other comprehensive income

- -

Total comprehensive income/(loss)(133) -

30 June 202530 June 2024

48%

$'000$'000

Total comprehensive income/(loss) attributable to NCI(63) -

Summary of statement of cash flows

Summary of financial position

During the year Recipe Marketing Limited incurred total operating cash outflows of $192,883; total investing outflows of $230,291 and total

financing inflows of $370,600.

Summary of financial performance

Enprise Group Limited consolidates 100% of Recipe Marketing's results within the results of Kilimanjaro Consulting Limited and presents

the portion of profit/(loss) and other comprehensive income attributable to a non-controlling interest (NCI).

Kilimanjaro Consulting Limited acquired a controlling stake in Recipe Marketing on 1 August 2024. The non-controlling interest

percentage at 30 June 2025 is 48%.

These financial statements should be read in conjunction with the Auditor's report.

38

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

24CASH FLOW RECONCILIATION

30 June 202530 June 2024

$'000$'000

Profit/(loss)

(129) (46)

Adjustments for:

Depreciation on property plant and equipment

158 204

Depreciation clawback

(11) (142)

Depreciation on right-of-use assets

530 561

Amortisation on intangible assets

320 976

Net loss/(gain) on foreign exchange(43) 19

Impairment of intangible assets- (293)

Share of loss from equity accounted investments(88) 211

Movements in working capital

(Increase)/decrease in trade and other receivable

(419) 371

(Increase)/decrease in contract assets

(47) 34

(Increase)/decrease in income taxes receivable / payable86 23

Increase/(decrease) in trade and other payables212 (47)

(Increase)/decrease in current and deferred tax(226) (373)

Increase/(decrease) in provisions302 32

Increase/(decrease) in contract liabilities37 266

- -

Net cash inflow/(outflow) from operating activities

682 1,796

-

25CONTINGENT LIABILITIES

There were no material contingent liabilities or assets at balance date (last year: nil).

26SUBSEQUENT EVENTS AFTER BALANCE DATE

(e)Dividend declared

Reconciliation of net profit to net cash flows from operations:

Details of the dividend declared are disclosed in note 21(b).

The Directors have assessed events occurring subsequent to the balance date up to the date of authorisation of these financial statements

for issue, on 16 July 2025 the BNZ withdrew all covenants that relate to the maintenance of financial ratios in the Facility Document. All

other terms and conditions in the Facility Document remain unchanged and the Facility Document remains in full force and effect.

Cash flows are included in the statement of cash flows on a gross basis and includes the GST component of cash flows arising from

investing and financing activities, which is recoverable from, or payable to, the taxation authority is classified as part of operating cash

flows.

Apart from above matter, no other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may

significantly affect the Group's operations, the results of those operations , or the Group's state of affairs in future financial years.

These financial statements should be read in conjunction with the Auditor's report.

39

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

27FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES

(a)Interest rate risk

The local operational bank accounts do not earn interest.

ProfitEquity

30 June 202530 June 202430 June 202530 June 2024

$'000$'000$'000$'000

+1% (100 basis points)4 8 4 8

- 1% (100 basis points)(4) (8) (4) (8)

(b)Credit risk

The Group does not hold any credit derivatives to offset its credit exposure.

(c)Liquidity risk

Contractual maturity analysisless than 6 mths6 - 12 months1 - 3 years> 3 yearsTotal

30 June 2025$'000$'000$'000$'000$'000

-

Trade and other payables3,553

- - - 3,553

Bank overdraft651

- - - 651

Term loan442 - - - 442

Lease liabilities352 279 1,090 959 2,680

Total4,998 279 1,090 959 7,326

The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying

amount of these instruments. Exposure at balance date is addressed in each applicable note. The carrying amount of financial assets

represents the maximum credit exposure.

The Board reviews and agrees policies for managing each of the risks identified below, foreign currency and interest rate risk, credit

allowances, and future cash flow forecast projections.

The Group’s exposure to market interest rates relates primarily to the Group’s cash deposited in interest-bearing call accounts, the bank

overdraft and term loans. Interest rates are monitored although there is generally no significant variation in interest rates offered by the

different major banks.

At 30 June 2025, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post-tax profit and

equity would have been affected as follows:

Management have reviewed the customer base for industry segments based on SIC codes and have evaluated the credit risk for each

segment. There are no significant concentrations of trade receivable counterparties.

Funds with financial institutions are held on call or short term deposits. The majority of funds are held across three major Australasian

trading banks all with a Standard and Poor's credit rating of AA-.

The Group trades only with recognised, creditworthy third parties and as such collateral is not requested nor is it the Group’s policy to

securitize its trade and other receivables.

Liquidity risk is the risk of an unforeseen event or miscalculation in the required liquidity level that will result in the Group foregoing

investment opportunities or not being able to meet its obligations in a timely manner, and therefore gives rise to lower investment income

or to higher borrowing costs than otherwise. Prudent liquidity risk management includes maintaining sufficient cash, and ensuring the

availability of adequate amounts of funding from credit facilities.

The table below analyses the Group's financial liabilities collated/grouped into relevant maturity bands, based on the remaining period

from balance date to the contractual maturity date.

It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures including an

assessment of their independent credit rating, financial position, past experience and industry reputation. Risk limits are set for each

individual customer in accordance with parameters set by the board. These risk limits are regularly monitored.

The Group manages its exposure to key financial risks, including interest rate, liquidity risk and currency risk in accordance with the

Group’s financial risk management policy. The objective of the policy is to support the delivery of the Group’s financial targets whilst

protecting future financial security.

These financial statements should be read in conjunction with the Auditor's report.

40

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

27FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES (CONTINUED)

(c)Liquidity risk (continued)

Contractual maturity analysisless than 6 mths6 - 12 months1 - 3 years> 3 yearsTotal

30 June 2024$'000$'000$'000$'000$'000

-

Trade and other payables3,382 -

- - 3,382

Bank overdraft- -

- - -

Term loan407 - 242 - 649

Lease liabilities40 343 1,691 935 3,009

Total3,829 343 1,933 935 7,040

(d)Financial instrument classification

30 June 202530 June 2024

$'000$'000

Financial asset at fair value through other comprehensive income335 452

Amortised cost

Cash and cash equivalents1,588 1,737

Trade receivables (excluding prepayments)3,579 3,233

Staff and related party receivables49 52

5,551 5,474

30 June 202530 June 2024

$'000$'000

Trade and other payables3,553 3,382

Borrowings1,093 407

4,646 3,789

(e)Foreign currency risk

Each entity in the Group conducts the majority of its transactions in its functional currency.

ProfitEquity

Australian dollars30 June 202530 June 202430 June 202530 June 2024

$'000$'000$'000$'000

+10% (1000 basis points)42 58 (45) 25

- 10% (1000 basis points)(42) (58) 45 (25)

Great British Pounds30 June 202530 June 202430 June 202530 June 2024

$'000$'000$'000$'000

+10% (1000 basis points)9 - - -

- 10% (1000 basis points)(9) - - -

United States dollars30 June 202530 June 202430 June 202530 June 2024

$'000$'000$'000$'000

+10% (1000 basis points)(2) - - -

- 10% (1000 basis points)2 - - -

At 30 June 2025, if currency rates had moved, as illustrated in the table below, with all other variables held constant, post-tax profit and

equity would have been affected as follows:

The net exposure is not significant due to the size of the foreign operations and is mitigated by the regular transfer of small advances to

spread the currency risk over time. Although each subsidiary or geographic segment is subject to variations in foreign currency rates, the

value to each segment is not material.

The currency exposure of the Group arises from the effect of any substantial movements in currency rates on the transfer of funds

(predominantly in Australian dollars) to the local currency of the subsidiary to fund operations. The sensitivity analysis includes only

outstanding foreign currency denominated monetary items and adjusts their translation at year-end for a 1 per cent change in foreign

currency rates.

Financial liabilities at amortised cost

Financial assets

These financial statements should be read in conjunction with the Auditor's report.

41

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Notes to the Financial Statements

for the year ended 30 June 2025

28NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

IFRS 18 – Presentation and Disclosure in Financial Statements

In April 2024, the International Accounting Standards Board (IASB) issued IFRS 18 Presentation and Disclosure in Financial Statements.

This standard replaces IAS 1 Presentation of Financial Statements and introduces significant changes to the structure and presentation of

the primary financial statements.

IFRS 18 is effective for annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The Group has not

early adopted IFRS 18.

The key features of IFRS 18 include:

- A defined structure for the statement of profit or loss, introducing new categories: operating, investing, and financing.

- New requirements for disaggregation and enhanced disclosure of management-defined performance measures (MPMs).

- Standardised line items and improved comparability across entities.

The Group is currently assessing the impact of IFRS 18 on its financial statement presentation and disclosures. While the adoption of IFRS

18 is not expected to have a material effect on the recognition or measurement of assets and liabilities.

The Group intends to implement IFRS 18 in accordance with the effective date and will continue to monitor any further guidance issued by

the New Zealand External Reporting Board (XRB) or other regulatory bodies to ensure a smooth transition.

These financial statements should be read in conjunction with the Auditor's report.

42







Independent Auditor’s Report

To the Shareholders of Enprise Group Limited


Opinion

I have audited the consolidated financial statements of Enprise Group Limited (“the Company”) and its

subsidiaries (“the Group”), which comprise:

• the consolidated statement of financial position as at 30 June 2025;

• the consolidated statement of comprehensive income, consolidated statement of changes in equity

and consolidated statement of cash flows for the year then ended; and

• the notes to the consolidated financial statements including a summary of material accounting

policies.


I am a partner with UHY Haines Norton Chartered Accountants Sydney (the Firm) and I have used the staff

and resources of the Firm to perform the audit of the Group.

In my opinion, the accompanying consolidated financial statements present fairly, in all material respects,

the consolidated financial position of the Group as at 30 June 2025, and its consolidated financial

performance and its consolidated cash flows for the year then ended in accordance with New Zealand

Equivalents to International Financial Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting

Standards Board and IFRS Accounting Standards (“IFRS”) issued by the International Accounting Standards

Board.

Basis for Opinion

I conducted my audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)

issued by the New Zealand Auditing and Assurance Standards Board. My responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial

Statements section of my report.

I am independent of the Group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (IESBA Code), and I have fulfilled my other ethical responsibilities in accordance with these

requirements and the IESBA Code.


I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my

opinion.

Other than in my capacity as auditor, neither myself, the firm or the firm’s staff have no relationship with, or

interests in, the Group.


Material uncertainty related to going concern

I draw attention to Note 1(i) in the consolidated financial statements, which indicates that the Group incurred

an operating loss of $0.09 million and had net current liabilities of $3.2 million for the year ended 30 June

2025. These events or conditions, along with other matters as set forth in Note 1(i), indicate that a material

uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. My

opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in my professional judgement, were of most significance in my

audit of the consolidated financial statements of the current year. Except for the matter described in the

material uncertainty related to going concern, I summarise below those matters and my key audit procedures

to address those matters in order that the shareholders as a body may better understand the process by

which I arrived at my audit opinion. The procedures were undertaken in the context of and solely for the

purpose of my statutory audit opinion on the consolidated financial statements as a whole and I do not

provide a separate opinion on these matters.


Why the audit matter is significant How my audit addressed the key audit matter

Revenue recognition


The Group has recognised revenue of $24.8m

(FY 2024: $21.9m) (Note 3).


The Group has several revenue streams, and

the revenue recognition policy for each

stream is different. I focused on this area

because the recognition of revenue in

accordance with NZ IFRS 15 involves

judgement and the outcome has a significant

impact on profit or loss and the financial

position of the Group.


Also, there is a risk of overstatement of

revenues through premature revenue

recognition or recording fictitious revenues

to meet budgets and/or market guidance.





To address the risk associated with revenue recognition,

the following audit procedures were performed, amongst

others:


• Evaluated the design of management's internal

controls related to revenue recognition.

• Reviewed revenue recognition policies for

appropriateness and compliance with the

requirements of the relevant accounting standard

NZ IFRS 15;

• Performed substantive analytical procedures

over certain classes of revenue;

• Obtained third party confirmation of certain

revenue transactions for the year;

• Selected a sample of transactions and agreed

them to supporting documentation such as

customer contract, sale invoice, cash receipt and

assessed whether all criteria related to revenue

recognition has been met before being recognised

as revenue;

• Reviewed credit notes posted after year end to

ascertain correct revenue recognition during the

year;

• Performed revenue cut off procedures by

selecting revenue samples before and after year


end and testing that revenue is recorded in the

correct period;

• Assessed the accuracy and completeness of

contract liability balances;

• Tested the completeness of revenue through

vouching bank receipts to supporting invoices or

other documentation;

• Reviewed manual revenue journals as part of the

journal entry testing process with the criteria

specifically targeting unusual entries to revenue

accounts; and

• Assessed the reasonability and completeness of

the revenue related disclosures to test compliance

with the requirements of the accounting

standards.

Why the audit matter is significant How my audit addressed the key audit matter

Impairment testing of Non-Current Assets


The Group has significant intangible assets

relating to the acquisitions made in previous

periods.


The Group has significant intangible assets

with finite useful lives including software and

customer relationships totalling $1.7m (note

17) that are amortised over their useful life.


In addition there is a significant goodwill

balance recorded of $1.59 million (note 17).


I consider this area to be significant as

balances are material to the financial report

and the significant estimates and judgements

applied in testing these balances for

impairment.

To address the risk associated with intangible balance, the

following audit procedures were performed, amongst

others:


• Evaluated the basis of the allocation of assets and

cash flows to cash generating units within the

group;

• Evaluated the process used to develop the cash

flow forecasts and valuation models used for the

purposes of impairment testing;

• Assessed the group’s past performance in

achieving forecast results;

• Tested management's estimates for the

recoverable value of the relevant cash generating

units;

• Assessed the reasonability of data, methodologies

and key assumptions adopted by management;

• Developed independent estimates of the value of

each cash generating unit and compared the

result to management's estimates;

• Performed sensitivity analysis for reasonable

possible changes in key assumptions; and

• Evaluated the related disclosures within the

financial statements in relation to the

requirements of NZ IAS 36.



Information Other than the Consolidated Financial Statements and Auditor’s Report thereon

The Directors are responsible for the annual report, which includes information other than the consolidated

financial statements and auditor’s report.

My opinion on the consolidated financial statements does not cover the other information and I do not

express any form of audit opinion or assurance conclusion thereon.

In connection with my audit of the consolidated financial statements, my responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or my knowledge obtained in the audit, or otherwise appears to be

materially misstated.

If, based upon the work I have performed, I conclude that there is a material misstatement of this other

information, I am required to report that fact. I have nothing to report in this regard.

Directors’ Responsibilities for the Consolidated Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of consolidated financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for

assessing the Group’s ability 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 have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

My objective is to obtain reasonable assurance about whether the consolidated financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes my opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with ISAs (NZ) 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 these

consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the consolidated financial statements is

located on the External Reporting Board’s website at: https://www.xrb.govt.nz/assurance-

standards/auditors-responsibilities/audit-report-1/.

This description forms part of my auditor’s report.

Restriction on use of my report

This report is made solely to the Group’s shareholders, as a body. My audit work has been undertaken so

that I might state to the Group’s shareholders, as a body those matters which I am required to state to them


in an auditor’s report and for no other purpose. To the fullest extent permitted by law, I do not accept or

assume responsibility to anyone other than the Group and the Group’s shareholders, as a body, for my audit

work, for this report or for the opinion I have formed.


Vikas Gupta

Audit Partner - UHY Haines Norton Chartered Accountants Sydney

Signed at Sydney, Australia on 29 September 2025


ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Other Disclosures

DIRECTOR DISCLOSURES

Directors

George Cooperappointed 10 April 2012Finance Director

Lindsay Phillipsappointed 1 December 2013Non-Executive Director

Nicholas Paulappointed 1 December 2015Independent Non-Executive Chairperson

Ronald Baskindappointed 31 January 2018Managing Director

Aaron Ridgwayappointed 11 June 2024Independent Non-Executive Director

Susan Stoneappointed 12 May 2025Independent Non-Executive Director

Susan Stone, Aaron Ridgway, Nicholas Paul and Lindsay Phillips comprise the members of the Audit, Finance and Risk Committee.

Directors security interests at 30 June 2025

Number of Shares

Lindsay Phillips 4,013,609

Ronald Baskind 3,526,085

George Cooper243,242

Nicholas Paul62,023

Aaron Ridgway-

Susan Stone-

Richard Beresford20,000

Interests register at 30 June 2025

The following entries are recorded in the period ending 30 June 2025:

Name of DirectorParticularsPosition Held

Lindsay PhillipsNightingale Partners Pty LimitedDirector

Phoenix Development Fund LimitedDirector

M.J.H Nightingale & Co Pty Limited (& S.E.A.T Project Pty Limited)Director

Ironwood Investments Pty LimitedDirector

Quintron Pty LimitedDirector

Phoenix Management Pty LimitedDirector

Mayfield Group Holdings LimitedDirector

Leed Properties Pty LimitedDirector

Vadacom Holdings Limited (& Vadacom Limited)Director

Aurora Marketing Pty LimitedDirector

Spectainer Pty LimitedDirector

Fabulate Pty LtdDirector

Chess Investors Pty LtdDirector

Credisense LimitedDirector

iSell Pty LimitedDirector

Accountability Group Holdings Pty LtdDirector

Kilimanjaro Consulting Pty LtdDirector

Kilimanjaro Consulting LtdDirector

Ronald BaskindRed Cow Investments Pty LimitedDirector

iSell Pty LimitedDirector

Kilimanjaro Consulting Pty LtdDirector

Kilimanjaro Consulting LtdDirector

The Directors are pleased to submit to shareholders their report and financial statements for the year ended 30 June 2025. In order to comply

with the Companies Act 1993, the directors report as follows:

Mr Paul is considered to be an independent director as he has a small holding in Enprise and has no other remuneration or influence which

would affect decision making in a material way.

There is no requirement for Directors to hold shares in the Company but it is encouraged in order to more strongly align their interests with the

interests of shareholders.

Mr Ridgway is considered to be an independent director as he has no shareholding in Enprise and has no other remuneration or influence

which would affect decision making in a material way. Mr Ridgway is the CEO of Vadacom Holdings Ltd and has a substantial shareholding in

that entity, this is not considered as impacting his independence as the Enprise holding in Vadacom is 2.2% of Enprise's total assets.

Ms Stone is considered to be an independent director as she has no shareholding in Enprise and has no other remuneration or influence which

would affect decision making in a material way.

48

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Other Disclosures

DIRECTOR DISCLOSURES (CONTINUED)

Interests register at 30 June 2025 (continued)

Name of DirectorParticularsPosition Held

George CooperKeelan Investments LimitedDirector

iSell Pty LimitedSecretary

Kilimanjaro Consulting Pty LtdDirector

Kilimanjaro Consulting LtdDirector

Globalbizpro LtdDirector

Enprise LtdDirector

ITQuoter North AmericaTreasurer

ITQuoter LtdDirector

Nicholas PaulThe Sales Factory LimitedDirector

Nudge Partners LimitedDirector

Silverback Surfers LimitedDirector

ITQuoter North AmericaPresident

Aaron RidgwayVadacom Holdings Limited (& Vadacom Limited)Director

Next Telecom LimitedDirector

Luxury Toys NZ LimitedDirector

Ridgway Empire LimitedDirector

Ridgway Holdings LimitedDirector

Ridgway Investment and Advice LimitedDirector

Live Door LimitedDirector

Susan StoneStone Consulting LimitedDirector

Richard BeresfordiSell Pty Limited (Appointed 11 November 1998)Director

SMSF 42 Pty LtdDirector

ITQuoter LtdDirector

REMUNERATION

Remuneration of directors

The remuneration of the Directors for the period ended 30 June 2025 is set out below:

30 June 202530 June 2024

$'000$'000

George Cooper270 253

Lindsay Phillips25 25

Nicholas Paul40 40

Ronald Baskind411 342

Dr Aneesha Varghese-Cowan4 25

Aaron Ridgway25 2

Susan Stone3 -

Richard Beresford221 237

999 924

Total compensation of the directors is disclosed in note 22(e).

Executive director remuneration

The following discloses the remuneration arrangements in place for executives for the period ended 30 June 2025:

Base per annumIncentiveSuperannuationTotal

$'000$'000$'000$'000

George Cooper237 25 8 270

Ronald Baskind295 74 42 411

Incentives are paid in cash and are based on KPIs and assessed by the Board based on the profitability of the company and achievement of

those KPI's.

49

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Other Disclosures

REMUNERATION (CONTINUED)

Employee remuneration

30 June 202530 June 2024

Number of employees

100,001 – 110,0007 8

110,001 – 120,00010 13

120,001 – 130,0009 6

130,001 – 140,0005 8

140,001 – 150,00011 5

150,001 – 160,0004 9

160,001 – 170,0005 5

170,001 – 180,0007 6

180,001 – 190,0006 4

190,001 – 200,0007 6

200,001 – 210,0003 1

210,001 – 220,0003 -

220,001 – 230,0001 1

230,001 – 240,000- 2

240,001 – 250,0002 -

250,001 – 260,000- 1

280,001 - 290,000- 2

290,001 - 300,0002 -

300,001 - 310,0001 1

310,001 - 320,0002 -

Management diversity

30 June 202530 June 2024

Male Officers22

Female Officers- -

Gender Diverse Officers-

-

INVESTOR INFORMATION

The investor information in this section of the disclosures has been taken from the Company’s registers and is as at 26 September 2025.

Geographic distribution of shareholders

CountryHoldersHolder %Issued capital

Issued

capital %

New Zealand 243

63.78%

6,976,645

34.78%

Australia 107

28.08%

11,222,979

55.95%

Germany 17

4.46%

1,795,925

8.95%

USA 8

2.10%

16,263

0.08%

Great Britain 3

0.79%

6,667

0.03%

Switzerland 1

0.26%

240

0.00%

Thailand 1

0.26%

43,129

0.21%

Philippines 1

0.26%

200

0.00%

Total 381 99.99% 20,062,048 100.00%

Distribution of shareholders

RangeHolders

Holding

quantity

Holding %

1 - 1,000 136 64,598

0.32%

1,001 - 5,000 133 341,529

1.70%

5,001 - 10,000 34 251,640

1.25%

10,001 - 50,000 54 1,254,896

6.26%

50,001 - 100,000 3 173,690

0.87%

Greater than 100,000 21 17,975,695

89.60%

Total 381 20,062,048 100.00%

The number of employees or former employees, not being directors of the Group, that received remuneration and other benefits that

exceeded $100,000 per annum is as follows:

The remuneration figures include all monetary amounts actually paid to employees and former employees during the 2025 financial year

including: base salaries; short-term incentives (if any) paid during the year; and where required, employee KiwiSaver and superannuation

contributions. The figures do not include amounts paid after 30 June 2025 that related to the 2025 financial year.

50

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Other Disclosures

INVESTOR INFORMATION (CONTINUED)

Twenty largest shareholders

HoldingHolding %

Nightingale Partners Pty Limited* 4,013,609 20.01%

New Zealand Central Securities Depository Limited 3,665,042 18.27%

Red Cow Investments Pty Limited~ 2,671,276 13.32%

Reitham Finanz Gmbh & Co Kg 1,786,633 8.91%

Ronald Ivor Baskind 854,809 4.26%

Dr Jens Neiser 747,589 3.73%

Custodial Services Limited 598,246 2.98%

Amely Zaininger 479,537 2.39%

New Zealand Depository Nominee 471,884 2.35%

Bernard Israel Fridman 318,145 1.59%

Donwood Pty Limited 310,000 1.55%

Carjon Investments Pty Limited 291,071 1.45%

Savgas Pty Limited 291,071 1.45%

Deansand Pty Limited 290,692 1.45%

Net Power Solutions Limited 249,893 1.25%

George Elliot Cooper 243,242 1.21%

Bernard Fridman <Fridman Superfund> 181,767 0.91%

Sarah May Loveys 151,052 0.75%

Jason Patrick Fegan 129,864 0.65%

Roger John Williams 124,686 0.62%

*Related parties to Lindsay Phillips

~Related party to Ronald Baskind

Substantial security holders

Holding

L Phillips 4,013,609

R Baskind 3,526,085

Dr J Neiser 3,946,392

30 June 202530 June 2024

Donations 944 245

At 30 June 2025, the following security holders had given notices in accordance with the Financial Markets Conduct Act 2013 that they were a

substantial product holder in the Company. The number of shares shown below are as recorded for all the relevant interests recorded on the

Company's share register.

51

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2025__

Corporate Governance

https://enprisegroup.com/s/20250630-eg-Corporate-Governance-Statement-2025-v4.pdf

The finance, audit and risk committee charter can be found on the following link.

https://enprisegroup.com/s/202404-eg-Finance-Audit-and-Risk-Committee-Charter-v-April2024.pdf

Recommendation 2.5 (diversity policy)

Recommendation 2.8 (independent directors)

Recommendation 3.1 (audit committee)

Recommendation 3.6 (control transaction procedure)

Recommendation 4.4 (non-financial reporting)

Recommendation 7.3 (internal audit function)

Recommendation 8.5 (notice of meeting).

Board composition

George Cooperappointed 10 April 2012

Lindsay Phillipsappointed 1 December 2013

Nicholas Paulappointed 1 December 2015

Ronald Baskindappointed 31 January 2018

Dr Aneesha Varghese-Cowanappointed 24 November 2022; resigned 22 August 2024

Aaron Ridgwayappointed 11 June 2024

Susan Stoneappointed 12 May 2025

Board diversity

30 June 202530 June 202430 June 202530 June 2024

%%

Male Directors

5

5

83%

83%

Female Directors

1

1

17%

17%

Gender Diverse Directors

-

-

0%

0%

Tenure

30 June 202530 June 2024

Over 10 years

2 2

5 - 10 years

2 2

Less than 5 years

2 2

Attendance at board and committee meetings

Board MeetingsAudit Committee

For the year ended 30 June 2025

George Cooper1111n/an/a

Lindsay Phillips111122

Nicholas Paul111122

Ronald Baskind1111n/an/a

Dr Aneesha Varghese-Cowan21n/an/a

Aaron Ridgway111122

Susan Stone

22n/an/a

A copy of the Enprise Group Limited corporate governance code, including a statement on the extent to which the company has followed the

NZX Corporate Governance Code (31 January 2025 Edition) during the year ended 30 June 2025 (and the reasons for not following some of

the recommendations), can be found at the following link:

The following recommendations of the NZX Corporate Governance Code were not followed for the financial year ending 30 June 2025 (with

the reasons explained in the Enprise Group Governance Code):

Number of

Meetings

Number

Attended

Number of

Meetings

Number

Attended

52

ENPRISE GROUP LIMITED__
ANNUAL REPORT 2024__

Directory

BOARD OF DIRECTORS

Nicholas Paul Independent Non-Executive Chairperson

George Cooper Finance Director

Ronald Baskind Managing Director

Lindsay Phillips Non-Executive Director

Aaron RidgwayIndependent Non-Executive Director

Susie StoneIndependent Non-Executive Director

REGISTERED OFFICEAUDITOR

Level 2, 16 Hugo Johnston DriveUHY Haines Norton

PenroseLevel 1

Auckland 10611 York Street

Phone: +64 9 829 5500Sydney NSW 2001

www.enprisegroup.comPhone +61 2 9256 6600

Appointed 30 June 2023

CONTACT INFORMATIONSOLICITORS

PO Box 62262Hudson Gavin Martin, Auckland, New Zealand

Sylvia ParkChapman Tripp, Auckland, New Zealand

Auckland 1644Ash Street, Sydney, Australia

info@enprisegroup.com

BANKERS

SHARE REGISTRY

Bank of New Zealand Limited

MUFG Pension & Market Services

Level 30, PwC Tower

COMPANY INFORMATION

15 Customs Street WestNZBN1562383-

Auckland, New ZealandARBN 125 825 792

Phone: +64 9 375 5990ABN 41 125 825 792

Enprise Group Limited shares are listed on the NZX. The Group's share register is maintained by MUFG Pension and Market Services

Limited. MUFG Pension and Market Services is your first point of contact for any queries regarding your investment in Enprise Group

53

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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