2025 Annual Report
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
9
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
- -
- -
11
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.
13
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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