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Zoono Group Limited
ABN: 73 006 645 754
Level 12
225 George Street
Sydney NSW 2000
T: +61 (2) 8042 8481
www.zoono.com
Appendix 4E
Preliminary Final Report
1.
Company details
Name of entity:
ABN:
Reporting period:
Previous period:
Zoono Group Limited
73 006 645 754
For the year ended 30 June 2019
For the year ended 30 June 2018
2.
Results for announcement to the market
30 June 2019
Revenues from ordinary activities
Down
NZ$652,551
(27%)
to
NZ$1,777,156
Profit /(Loss) from ordinary activities
after tax attributable to the owners of
the Group
Down NZ$2,498,690
(3,135%)
to
(NZ$2,418,984)
Profit /(Loss) for the year attributable to
the owners of the Group
Down NZ$2,498,690
(3,135%)
to
(NZ$2,418,984)
Dividend Information
There were no dividends paid, recommended or declared during the current financial
period.
Comments
The loss for the Group after providing for income tax amounted to NZ$2,418,984 (30 June
2018: Profit NZ$79,706).
Refer to ‘Business Overview’ in the attached annual report for further commentary on
results.
3.
Statement of Profit or Loss and Other Comprehensive Income with Notes to the Statement
Refer to page 17 of the 30 June 2019 financial report and accompanying notes for Zoono
Group Limited.
4.
Statement of Financial Position with Notes to the Statement
Refer to page 18 of the 30 June 2019 financial report and accompanying notes for Zoono
Group Limited.
5.
Statement of Changes in Equity with Notes to the Statement
Refer to pages 19 - 20 of the 30 June 2019 financial report and accompanying notes for
Zoono Group Limited.
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6.
Statement of Cash Flows with Notes to the Statement
Refer to page 21 of the 30 June 2019 financial report and accompanying notes for Zoono
Group Limited
7.
Net tangible assets
Net tangible assets per security
30 June 2019
NZ$0.023
30 June 2018
NZ$0.038
8.
Control gained over entities
Not applicable.
9.
Loss of Control over entities
Not applicable.
10.
Dividend
Current period
There were no dividends paid, recommended or declared during the current financial
period.
Previous period
There were no dividends paid, recommended or declared during the previous financial
period.
11.
Dividend reinvestment plans
Not applicable.
12.
Details of associates and joint venture entities
Not applicable.
13.
Foreign entities
Details of origin of accounting standards used in compiling the report:
Not applicable.
14.
Status of Audit
Details of audit dispute or qualification (if any):
The 30 June 2019 financial statements and accompanying notes for Zoono Group Limited
have been audited and are not subject to any disputes or qualifications. Refer to pages 48 -
52 of the 30 June 2019 financial report for a copy of the auditor’s report.
15.
Attachments
Details of attachments (if any):
The Annual Report of Zoono Group Limited for the year ended 30 June 2019 is attached.
16.
Signed
__________________________
Paul Hyslop
Managing Director/CEO
Date: 19 August 2019
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ZOONO GROUP LIMITED
AND CONTROLLED ENTITIES
ABN 73 006 645 754
ANNUAL REPORT
for the period ended
30 JUNE 2019
ZOONO GROUP LIMITED
ABN 73 006 645 754
CONTENTS
CEO’S REVIEW ......................................................................................................................... 1
DIRECTORS’ REPORT ................................................................................................................ 3
REMUNERATION REPORT (AUDITED) ...................................................................................... 10
AUDITOR’S STATEMENT OF INDEPENDENCE ........................................................................... 16
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ....... 17
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ............................................................ 18
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................. 19
CONSOLIDATED STATEMENT OF CASH FLOWS ........................................................................ 21
NOTES TO THE FINANCIAL STATEMENTS ................................................................................. 22
DIRECTORS’ DECLARATION .................................................................................................... 47
AUDITOR’S REPORT ............................................................................................................... 48
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES ................................................. 53
CORPORATE DIRECTORY ........................................................................................................ 55
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ZOONO GROUP LIMITED
ABN 73 006 645 754
CEO’S REVIEW
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While sales were down for the year, significant progress has been made in building the foundations for
longer term sales success and future profitability.
In 2018, the Board made a strategic decision to focus on the development of a core group of B2B potential
customers in the key geographic regions (North America, Europe, China and India) with the capacity to
drive sales growth for the Company through consistent (and repeated) orders for the Company's products.
The Company also made the decision to defer all further pursuit of retail (B2C) business (other than on-
line sales). In large part, the decision to change focus was a recognition of the fact that the Company
simply does not have either the funding necessary to build a retail brand or, with its limited human
resources, the capacity to build a global retail business.
Consistent with the above approach, the Company opened its European office (located in the UK) in 2018.
In FY19, it has reviewed its distribution arrangements in many countries (including China) and, in recent
months, it has opened discussions with its US distributor on revised arrangements for the marketing of
Zoono products in North America.
With the strategic focus on putting the building blocks into place, sales have suffered in FY19. However,
the Company has made good progress in implementing its strategy. Highlights in the last quarter have
been:
The entry by the Company into a global distribution agreement with MicroSonic LLC to supply its
innovative antimicrobial products to Turtle Wax Inc. for the car wash, automotive and cruise industries.
Zoono is currently in the process of registering the new Turtle Wax EPA label in all 50 US States (46 States
completed by 19 August 2019). This is a necessary precursor to sales to Turtle Wax commencing in the
US.
Zoono also entered a sales and distribution with The Z Factor Limited for the supply of its proprietary
poultry formulation utilising Zoono Z71 Microbe Shield. The Company is 4 months into the initial testing
of the Company's poultry product in Australia, New Zealand and Europe (with one of Europe’s largest
producers).
Several new distribution agreements (in Europe, China and ASEAN) are under negotiation at the present
time. The Company should be in a position to provide a further update on these regions shortly.
New markets are opening up and Zoono has also just shipped and been paid for a significant order to
Africa (circa NZ$200k). We are processing our first order to Mexico, albeit a small order circa NZ$12k, and
an order circa NZD$35k has recently shipped to Bosnia.
Orders are expected soon from new distributors in Hungary, Bosnia and Herzegovina, Croatia,
Montenegro and Serbia.
Significant business in under negotiation in Germany, Austria and Switzerland, expect updates on these
regions shortly.
Online sales are showing steady growth with a record month being recorded recently of NZD$35k for
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ZOONO GROUP LIMITED
ABN 73 006 645 754
Australia and New Zealand, with winter coming in the UK we expect a corresponding increase in sales in
this region also.
The customer base is growing in the UK and with the recent gaining of approvals for food contact sales
will increase in this region over the coming months.
Zoono also expects its agreement with Midas Pharma GmbH in Europe to start to produce revenues in
FY20 and to build year on year.
In the interim, Zoono has been actively managing its overheads. It has been successful in materially
reducing overall annual operating costs, which benefit will be fully realised in FY20.
Importantly, the Company is adequately funded to execute its strategic growth plan in FY20 and beyond.
At the end of the year, the Company had NZ$3,125,328 cash at bank, stock of NZ$503,125 and receivables
of NZ$584,654.
While, superficially, it may appear that implementation of the new strategy has been slow, the reality is
that it often requires months of testing and trials (at a cost to the Company) before business customers
will contract with the Company. However, despite the time and cost, the Company has embarked on this
course as it believes strongly in its strategy and that it will lead to increased sales and associated revenues
in the future.
Further, the Company will continue to invest in and test its products against various pathogens and
complete trials with other potential customers across various industries, including childcare, facilities
management and consumer goods globally. Again, this is being done with the clear expectation of signing
further long-term distribution agreements which will see the Company become profitable in the near
future.
We value our shareholder base with many of you known personally or who are customers. Your board
and management team are committed to commercialising our range of products across as many trade
sectors as we can and working with and appointing distributor partners who have the infrastructures,
business links and skills in each of our chosen markets.
We would like to thank all shareholders, staff and stakeholders in our business and confirm that we are
working hard to maximise the potential of our products.
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Managing Director/CEO F
Paul Hyslop
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ZOONO GROUP LIMITED
ABN 73 006 645 754
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DIRECTORS’ REPORT
Your directors present their report on Zoono Group Limited (‘Company’) and its controlled entities
(together called the ‘Group’ or the ‘consolidated entity’) for the financial year ended 30 June 2019. All
numbers stated in this report are in New Zealand dollars, unless otherwise stated or converted at the
exchange rates provided.
Directors
The names of directors in office at any time during or since the end of the year are:
Mr. Jon Lamb
Mr. Paul Hyslop
Mr. Don Clarke
Ms. Elissa Hansen
Executive Chairman (Resigned 9 July 2019)
Managing Director
Non-Executive Director
Non-Executive Director
Directors have been in office for all of the reporting period and to the date of this report unless
otherwise stated.
Company Secretary
Ms. Elissa Hansen
Principal activities
The principal activities of the consolidated entity during the year were to develop and sell a range of
antimicrobial products in multiple countries.
Operating result
The Group recorded an after-tax loss of NZ$2,418,984 (2018: Profit NZ$79,706) for the financial year.
Review of operation
During the year the Company opened a UK office and warehouse in Bury St Edmunds, with several staff
appointed and stock to the value of NZ$250,000 held at the UK warehouse to support sales. The
Company finalised the launch of its online sales platform in the UK and European markets.
The Company’s focus this year has been to further develop its business model to include direct sales to
end user customers and targeting increased and repeat sales at better margins from long term direct
contracts.
Zoono entered into a distribution agreement with Dubai-based Sky Scrapers General Trading LLC with
exclusive rights to sell Zoono products in UAE, Oman and Lebanon. An initial deposit was received of
US$250,000 and the first shipment of US$150,000 has already been delivered.
The Company announced that its Z-71 Surface Sanitiser passed the notoriously challenging BSI PAS
2424:2014 Quantitative Surface Test. The Test evaluates the residual antimicrobial efficacy of liquid
chemical disinfectants on hard non-porous surfaces. It is considered the ultimate test of a product’s
ability to remain on a surface and maintain an antimicrobial protecting shield for 24 hours or more.
Passing the test demonstrates the significant advantage Zoono has over other products and validates
Zoono’s ability to be able to deliver the efficacy results demanded by multinational companies
worldwide.
Zoono entered into a distribution agreement with Midas Pharma GmbH in Germany for sales and
distribution in the EU and selected global markets. This is an important step forward to develop a global
B2B business using Midas’ developed sales and distribution channels across the global pharmaceutical
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ZOONO GROUP LIMITED
ABN 73 006 645 754
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and healthcare sectors.
Global online sales continue to grow. The Company introduced two new products, Zoono Baby Wipes
and Zoono Hand and Body Wipes to be sold online.
The Company entered into a distribution agreement with Zoono USA LLC (Zoono’s USA distribution
partner), and MicroSonic LLC to supply its innovative antimicrobial products exclusively to Turtle Wax
Inc. for the car wash and automotive industries. Minimum MicroSonic Zoono Z-71 purchase
commitments under the agreement are US$23m over a four-year period from calendar year 2020 to
calendar year 2023, and thereby increasing 10% per annum thereafter from US$12m in calendar year
2023. The agreement also gives MicroSonic rights to the cruise industry which includes those numbers
mentioned.
Zoono entered into a sales and distribution agreement with Z Factor Limited for the supply of its
proprietary poultry formulation utilising Zoono Z-71 Microbe Shield. Z Factor and Zoono held trials with
a highly reputed poultry broiler farm testing the effectiveness of Z-71 Microbe Shield for use in the
poultry industry. The test results were outstanding and Zoono sees this as a major global opportunity in
the B2B market.
Since year end, the Company has entered into several new distribution agreements; in China where part
of the payment will be used to clear an existing trade receivable; in South Africa where the first order
has been placed; and in Bosnia and Herzegovina, Croatia and Montenegro where an initial order has
been placed and paid for already and we expect a second order to come through in Q2. These three
combined agreements are contracted to deliver in excess of NZD$1m in sales in the next 12 months.
Zoono continues to negotiate with several UK distributors for different vertical markets and it is
expected to sign at least two more distribution agreements with EU countries by late 2019.
The Company continues negotiations with new customers and distributors internationally as it builds its
global antimicrobial protection business.
Financial Performance
In the 12 months to 30 June 2019, the Group experienced a decrease in revenue of NZ$652,551 (26.8%
decrease over the FY18 year).
Gross Profit achieved was NZ$816,693 (46.0% of revenue) in the current year compared to
NZ$1,695,240 (69.8% of revenue) in the previous year. The decrease in Gross Profit was due to
decreased revenues, moving stocks to the UK office and the mix of products sold which negatively
affected the margins.
Operating costs increased by NZ$756,134 (28.9%) primarily as a result of the set-up costs for the UK
operation.
The consolidated Group net loss after tax for the year was NZ$2,418,984 compared to a profit of
NZ$79,706 in the previous year.
Cash generation and capital management
Operating cash flow was an outflow of NZ$2,881,547 in the current year and increased by NZ$844,864
on the previous year. This was predominately due to higher operating cash flow costs for the UK office
set-up.
The reduction in cash received from distributors and customers was primarily as a result of cash
received from our distributors in prior years for pre-paid stock. This meant we had sales during the
financial year for which cash was received in prior years. Our Income in advance account in the balance
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ZOONO GROUP LIMITED
ABN 73 006 645 754
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sheet as a result of these sales reduced from NZ$448,104 to NZ$323,661 – a movement of
NZ$124,443. If we had received these distributor receipts in the current year, our operating cash flow
would have reduced to an outflow of NZ$2,757,104 instead of an outflow of NZ$2,881,547.
On the 18 March 2019 the Group issued 300,000 fully paid ordinary shares as part of the remuneration
package for the Regional Manager UK/EU market.
The Group ended the year with NZ$3,125,328 in cash reserves compared to NZ$6,096,313 in the
previous year.
Dividends
No dividends were paid or declared since the start of the financial year. No recommendation for
payment of dividends has been made.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
Mr Jon Lamb resigned as Executive Chairman on 9 July 2019.
Apart from the above no matters or circumstances have arisen since the end of the financial year
which significantly affected or may significantly affect the operations of the consolidated group, the
results of those operations, or the state of affairs of the consolidated group in future financial years.
Likely developments, prospects and business strategies
The consolidated entity will continue its strategy to focus on the progressive expansion of the sale and
marketing of its product line.
Environmental Regulations
The Group’s operations are minimally affected by environmental regulations.
New Accounting Standards Implemented
AASB 15 Revenue from Contracts with Customers
The Group has adopted AASB 15 Revenue from Contracts with Customers with an initial application
date of 1 July 2018. The Group has applied AASB 15 retrospectively with the cumulative effect of initially
applying the Standard recognised in retained earnings. The cumulative effect of initially applying the
Standard was Nil, so no adjustments were required to net profit or opening retained earnings on
transition as the timing of revenue recognition has not changed for the Group’s contracts that were in
progress at 1 July 2018.
AASB 9 Financial Instruments
The Group has adopted AASB 9 Financial Instruments with an initial application date of 1 July 2018.
The Group has applied AASB 9 retrospectively with the cumulative effect of initially applying the
Standard recognised in retained earnings. The cumulative effect of initially applying the Standard was
NZ$1,242 so an adjustment was required to net profit on transition.
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ZOONO GROUP LIMITED
ABN 73 006 645 754
Information on Directors
Mr. Jon Lamb, CIM
Executive Chairman (Resigned 9 July 2019)
Jon has led strategic planning, marketing and restructuring of companies throughout his career. He
worked in and headed a multinational pharmaceutical company successfully launching global brands.
He created the kiwifruit brand Zespri and restructured the company into a retail focused operation.
He has been a board director on a number of public and private companies, for example a recent a
start-up that was developing an antiviral against AIDS where he worked closely with Harvard Medical
School who sponsored the clinical trials.
He was Deputy Chair of an Australian diagnostic company that had a real time tool for measuring the
Hepatitis B virus.
Special responsibilities:
Chairman, member of the Audit and Risk Committee
Interests in shares and options:
500,000 ordinary shares
Directorships of other listed companies in the past three years:
Non-executive director, AFT Pharmaceuticals Ltd
Mr. Paul Hyslop,
Managing Director
Paul founded Zoono Group in 2009 to address the need for a highly effective, alternative method of
combating bacteria and microbes and quickly realised the business opportunity surrounding this
technology. Prior to establishing Zoono, Paul was involved in several successful entrepreneurial
ventures ranging from the establishment of a successful private car sales business in Auckland in 1990,
to real estate development and business brokerage. He also set up a franchise business in the USA
2002 – 2005.
Extremely adept at dealing with businesses and consumers alike, he co-established the Business
Brokerage Division at Bayley’s Real Estate – one of the largest real estate and business brokerages in
New Zealand, where he was twice awarded the “Salesman of the Year” award.
Paul’s experience in business development dates back to the 1970s, when he started a personal-care
services business after high school, grew it into eight locations and later sold it to his employees. He
has also been a commercial flying instructor and Airline pilot, having flown commuter planes for Eagle
Air, owned by Air New Zealand.
Special responsibilities:
Managing Director
Interests in shares and options:
83,358,000 Ordinary shares
Directorships of other listed companies in the past three years:
None.
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ZOONO GROUP LIMITED
ABN 73 006 645 754
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Mr. Don Clarke, LLB (Hons)
Independent Non-Executive Director
Don was a Partner of Minter Ellison’s Melbourne Corporate Group, from 1988-2015. He currently acts
as a consultant to them. Don has advised leading corporate clients on broad corporation law issues
focused on equity capital markets, private equity, mergers and acquisitions and corporate restructures.
He is able to draw on his firsthand experience as a corporate lawyer and a Director, of Directors’ duties
and responsibilities and best practice corporate governance, when advising on the legal and practical
issues faced at head office and board level.
Special responsibilities:
Chairman of the Audit and Risk Committee
Interests in shares and options:
500,000 Ordinary shares
Directorships of other listed companies in the past three years:
Non-Executive Director, Webjet Limited (appointed January 2008)
Non-Executive Director, Contango Income Generator Limited (appointed August 2014)
Mrs. Elissa Hansen, B.Comm, Grad Dip Applied Corporate Governance, GAICD and FGIA.
Independent Non-Executive Director
Elissa has nearly 20 years of experience advising boards and management on corporate governance,
compliance, investor relations and other corporate related issues. She is a Chartered Secretary who
brings best practice governance advice, ensuring compliance with the Listing Rules, Corporations Act
and other relevant legislation.
Special responsibilities:
Company Secretary; member of the Audit and Risk Committee
Interests in shares and options:
167,000 Ordinary shares
Directorships of other listed companies in the past three years:
Non-executive director, Torian Resources Limited (appointed December 2015; resigned 20 April 2018)
Meetings of Directors
The number of board meetings of Zoono Group Limited directors held during the financial year ended
30 June 2019, and the number of meetings attended by each director were:
Directors Meetings
Audit & Risk Committee
Meetings
Attended
Eligible to
attend
Attended
Eligible to
attend
Jon Lamb
Paul Hyslop
Don Clarke
Elissa Hansen
5
5
5
5
5
5
5
5
2
-
2
2
2
-
2
2
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ZOONO GROUP LIMITED
ABN 73 006 645 754
Indemnification and insurance of Directors, Officers and Auditor
The Group has entered into an agreement to indemnify directors and officers during the financial year
and has taken out an insurance policy to insure each of the directors and officers or former directors
and officers against liabilities for costs and expenses incurred by them in defending any legal
proceedings arising out of their conduct while acting in the capacity of director or officer of the Group,
other than conduct involving a wilful breach of duty in relation to the Group. Indemnity has not been
provided for auditors. Insurance premiums of NZ$56,746 have been paid or accrued by the Group.
Regulation
tax
laws, environmental
Zoono and it proposed products are subject to various laws and regulations including but not limited
to accounting standards,
requirement,
labelling/packaging, regulations and customs regulations. Changes in these laws and regulations
(including interpretation and enforcement) could adversely affect the Group financial performance.
Laws and regulations are specific to each geographic location. In this regard, there is a risk that a
certain product may not be able to be supplied in another jurisdiction because it fails to meet that
jurisdictions regulatory requirements (e.g. product registration requirements). Failure of the Group to
remain up to date with these various regulatory requirements, could adversely affect the Group
financial performance.
laws, product content
There were no regulatory issues that arose during the 12 months to 30 June 2019.
Proceedings on behalf of the Group
Qingdao Zoono Biotech Company Limited instigated legal proceedings against Zoono on 20 May 2019
citing breach of contract under a distribution agreement entered into on 29 May 2013. Zoono lodged a
counter claim which stated; Qingdao breached the distribution agreement by not meeting the minimum
annual volumes under the agreement and making disparaging comments about Zoono and its
products. The Group’s insurers have accepted the claim and will meet all costs arising from this action
less any insurance excess payable.
The Directors do not believe the outcome of the proceedings will have a material effect on the financial
statements as Zoono’s counter claim exceeds Qingdao’s claim.
Corporate governance
The directors are responsible for the corporate governance practices of the Group. The main corporate
governance practices that were in operation during the financial year are set out in the Corporate
Governance section of the Company’s website at http://zoono.com/corporate-governance/.
Non-audit services
The directors are satisfied that the provision of non-audit services during the year is compatible with
the general standard of independence for auditors imposed by the Corporations Act 2001. The directors
are satisfied that the services disclosed below did not compromise the external auditor’s independence
for the following reasons:
•
•
all non-audit services are reviewed and approved by the full board prior to commencement to
ensure they do not adversely affect the integrity and objectivity of the auditor; and
the nature of the services provided do not compromise the general principles relating to auditor
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ZOONO GROUP LIMITED
ABN 73 006 645 754
independence in accordance with APES 110: Code of Ethics for Professional Accountants set by
the Accounting Professional and Ethical Standards Board.
There were Nil non-audit services rendered during the year ended 30 June 2019.
Auditor’s independence declaration
An independence declaration has been provided by the Group’s auditor, Hall Chadwick. A copy of this
declaration is attached to, and forms part of, the financial report for the financial year ended 30 June
2019.
Signed in accordance with a resolution of the directors.
Paul Hyslop
Managing Director/CEO
19 August 2019
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ZOONO GROUP LIMITED
ABN 73 006 645 754
REMUNERATION REPORT (AUDITED)
The Remuneration Report is set out under the following main headings:
1. Principles used to determine the nature and amount of remuneration
2. Details of remuneration
3. Services agreements
4. Share-based compensation
The information provided under headings 1 to 4 includes remuneration disclosures that are required
under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been
transferred from the financial report and have been audited.
1.
Principles Used to Determine the Nature and Amount of Remuneration
The performance of the consolidated group depends upon the quality and commitment of the
directors and executives. The philosophy of the directors in determining remuneration levels is to:
❖ set competitive remuneration packages to attract and retain high calibre employees;
❖ link executive rewards to shareholder value creation; and
❖ establish appropriate demanding performance hurdles for variable executive remuneration.
Given the small size of the Group’s board, and the current development stage of the Company, a
separate Remuneration Committee has not been established to review and make recommendations
to the full Board on the Group’s remuneration policies, procedures and practices. As the Company
develops, the Group may establish a Remuneration Committee to undertake this role.
The full Board oversees the Group remuneration policies, procedures and practices and defines the
individual packages offered to executive directors and key management personal.
The board may consider engaging an independent remuneration consultant, to advise the board on
appropriate levels of remuneration relative to its industry peer group.
In accordance with Corporate Governance best practice (Recommendation 8.2), the structure of non-
executive director and executive remuneration is separate and distinct as follows.
a. Non-executive directors’ remuneration
Fixed Remuneration:
The Board seeks to set non-executive directors’ remuneration at a level that provides the Group with
the ability to attract and retain directors of a high calibre, whilst incurring a cost that is acceptable to
shareholders.
The ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be
determined from time to time by a general meeting. The amount of aggregate remuneration and the
manner in which it is apportioned amongst directors is reviewed annually. The Board considers advice
from shareholders and takes into account the fees paid to non-executive directors of comparable
companies, when undertaking the annual review process.
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ZOONO GROUP LIMITED
ABN 73 006 645 754
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Directors’ remuneration is inclusive of committee fees. The following net annual fees paid to non-
executive directors are:
Fixed Fees (NZ$)
Chairman’s Fee
Base Fee
1 July 2018 -
30 June 2019
$
$144,0001
1 July 2017 -
30 June 2018
$
$162,0001
Non-executive directors
$63,9832
$65,1042
Notes:
1. The net annual fee was AU$60,000 to each director and has been converted at an average
exchange rate of 1.0664 along with an additional Executive Chairman’s fee of AU$75,035
which has also been converted at an average exchange rate of 1.0664.
2. The net annual fee was AU$60,000 to each director and has been converted at an average
exchange rate of 1.0664.
b. Company executive and executive director remuneration
Remuneration for executives and executive directors consists of fixed remuneration only.
Fixed Remuneration:
Fixed remuneration is reviewed annually by the directors. The process consists of a review of relevant
comparative remuneration in the employment market and within the Group. The Group may engage
an independent remuneration consultant, to advise the board on appropriate levels of remuneration
for the Group’s Executive Directors relative to its industry peer group.
2.
Details of Remuneration
Details of the remuneration of the Key Management Personnel (as defined in AASB 124 Related Party
Disclosures) are set out in Table 1 which follows.
The Key Management Personnel of Zoono Group Limited, including the directors and the following
consolidated group executives, have authority and responsibility for planning, directing and
controlling the activities of the consolidated group.
Lew Mackinnon - Chief Operating Officer
Paul Ravlich
- Chief Financial Officer
These executives together with the directors comprise the named relevant consolidated group
executives who make or participate in making decisions that affect the whole, or a substantial part, of
the business or who have the capacity to affect significantly the Group’s financial standing.
P a g e | 11
ZOONO GROUP LIMITED
ABN 73 006 645 754
REMUNERATION REPORT (Continued)
Table 1: Details of Remuneration – Directors and Key Management Personnel.
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Executive directors
Jon Lamb
Paul Hyslop
Non-Executive directors
144,000
377,938
63,983
108,771
Don Clarke
Elissa Hansen
Other key management personnel
Lew Mackinnon
Paul Ravlich
Total
124,107
205,197
1,023,996
Short-term Benefits
Other Benefits
Share-based
Payments
Total
Percentage
Performance Based
Bonus Payments
Percentage
Share-based
Payments
Cash Salary &
Fees
NZ$
STI Payments
NZ$
Termination
Benefits
NZ$
Prescribed
Benefits
NZ$
Shares
NZ$
NZ$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,102
6,102
-
-
-
-
-
-
-
144,000
377,938
63,983
108,771
124,107
211,299
1,030,098
-
-
-
-
-
-
-
-
-
-
-
-
Elissa Hansen’s remuneration includes director remuneration of AU$60,000 per annum together with fees charged for Company secretarial services at a rate of AU$3,500 per
month, converted to NZ$ at an average exchange rate of 1.0664.
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ZOONO GROUP LIMITED
ABN 73 006 645 754
REMUNERATION REPORT (Continued)
Table 1: Details of Remuneration – Directors and Key Management Personnel.
Short-term Benefits
Other Benefits
Share-based
Payments
Total
Percentage
Performance Based
Bonus Payments
Percentage
Share-based
Payments
Cash Salary &
Fees
NZ$
STI Payments
NZ$
Termination
Benefits
NZ$
Prescribed
Benefits
NZ$
Shares
NZ$
NZ$
Year ended 30 June 2018
Executive directors
Jon Lamb
Paul Hyslop
Non-Executive directors
162,000
377,938
Don Clarke
Elissa Hansen
Other key management personnel
Lew Mackinnon
Paul Ravlich
Total
65,104
110,677
116,215
205,370
1,037,304
-
-
-
-
4,000
6,000
10,000
-
-
-
-
-
-
-
-
-
-
-
-
6,107
6,107
-
-
-
-
-
-
-
162,000
377,938
65,104
110,677
120,215
217,477
1,053,411
-
-
-
-
-
-
-
-
-
-
-
-
Elissa Hansen’s remuneration includes director remuneration of AU$60,000 per annum together with fees charged for Company secretarial services at a rate of AU$3,500 per
month, converted to NZ$ at an average exchange rate of 1.0851.
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ZOONO GROUP LIMITED
ABN 73 006 645 754
3.
Service Agreements
The following is a summary of the current major provisions of the agreements relating to
remuneration of Executive Directors in NZ Dollars:
Jon Lamb – Executive Chairman (Resigned 9 July 2019)
Jon Lamb was Executive Chairman of the Group during the year and considered a key member of
the Group’s management team.
Employment Conditions
Commencement Date: 26 April 2017
Term:
Review:
One year
Annually
Paul Hyslop – Managing Director
Paul Hyslop is the Managing Director of the Group and is considered a key member of the Group’s
management team. Paul is founder of Zoono.
Employment Conditions
Commencement Date: 26 April 2017
Term:
Review:
Two years
Annually
Independent Review
To ensure the Group complied with industry best practice in relation to the remuneration of its
executive directors, the non-executive directors of the Group will consider engaging the services of
a remuneration consultant to conduct an independent assessment of the remuneration packages
negotiated with its executive director.
Lew Mackinnon – Chief Operations Officer
Base Remuneration:
Other Benefits:
$120,000
Use of a company vehicle.
Employment Conditions
Commencement Date: 1 June 2017
Term:
Review:
One year
Annually
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P a g e | 14
ZOONO GROUP LIMITED
ABN 73 006 645 754
Paul Ravlich- Chief Financial Officer
Base Remuneration:
Other Benefits:
$220,000
Entitlement to a cash payment of up to $40,000 contingent on the
Group achieving certain financial targets.
Employment Conditions
Commencement Date: 1 May 2017
Term:
Review:
One year
Annually
4.
Voting and comments made at the Company last annual General Meeting
The resolution to adopt Zoono Group Limited’s Remuneration Report for the financial year ended 30
June 2018 was passed unanimously by Shareholders on a show of hands at the Annual General
Meeting. Proxy results received prior to the meeting showed a 91% ‘yes’ vote on the Remuneration
Report. The Company received no specific feedback on Remuneration Report either at the Annual
General Meeting or at other times.
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P a g e | 15
ZOONO GROUP LIMITED AND CONTROLLED ENTITIES
ABN 73 006 645 754
AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF ZOONO GROUP LIMITED
In accordance with section 307C of the Corporations Act 2001, I am pleased to
provide the following declaration of independence to the directors of Zoono Group
Limited. As the lead audit partner for the audit of the financial report of Zoono Group
Limited for the year ended 30 June 2019, I declare that, to the best of my knowledge
and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation
to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
Hall Chadwick
Level 40, 2 Park Street
Sydney NSW 2000
DREW TOWNSEND
Partner
Dated: 19 August 2019
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SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
ZOONO GROUP LIMITED
ABN 73 006 645 754
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2019
Note
2019
NZ$
2018
NZ$
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Revenue
Cost of sales
Administration expenses
Depreciation/Amortisation expenses
Gross profit
Other revenue
Directors’ fee
Employee costs
Finance costs
Management fee
Professional fees
Occupancy expenses
Selling and distribution expenses
Marketing expenses
Listing expenses and other acquisition costs
Other expenses
(Loss)/Profit before Income Tax
Income tax expense
(Loss)/Profit attributable to members
Other comprehensive income:
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Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
Total other comprehensive income
Total comprehensive (loss)/profit attributable to members
(Loss)/Profit per share attributable to the ordinary
equity holders of the company
Basic (loss)/profit per share
Diluted (loss)/profit per share
5
5
6
7
17
24
24
1,777,156
(960,463)
816,693
136,142
(46,495)
(90,012)
(271,967)
(1,070,819)
(10,140)
(377,938)
(591,881)
(127,188)
(290,018)
(197,874)
(94,741)
(202,746)
(2,418,984)
-
(2,418,984)
(28,736)
(28,736)
(2,447,720)
($1.48)
($1.48)
The accompanying notes form part of these financial statements
2,429,707
(734,467)
1,695,240
1,000,151
(25,528)
(60,186)
(290,589)
(483,414)
(11,302)
(377,938)
(483,778)
(63,631)
(296,761)
(188,247)
(100,271)
(234,040)
79,706
-
79,706
(9,686)
(9,686)
70,020
$0.05
$0.05
P a g e | 17
ZOONO GROUP LIMITED
ABN 73 006 645 754
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
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CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Intangible assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
2019
NZ$
2018
NZ$
23(a)
3,125,328
6,096,313
9
10
13
11
12
14
15
15
16
17
8
820,299
503,125
64,250
237,807
671,500
84,393
4,513,002
7,090,013
113,349
69,604
182,953
118,406
119,961
238,367
4,695,955
7,328,380
751,592
22,853
774,445
68,923
68,923
843,368
3,852,587
950,341
30,798
981,139
86,358
86,358
1,067,497
6,260,883
11,821,140
11,781,716
75,080
103,816
(8,043,633)
(5,624,649)
3,852,587
6,260,883
The accompanying notes form part of these financial statements
P a g e | 18
ZOONO GROUP LIMITED
ABN 73 006 645 754
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2019
Issued capital
Reserves
Accumulated
losses
Total
Foreign
currency
translation
reserve
Ordinary
shares
Note
NZ$
NZ$
NZ$
NZ$
Balance at 1 July 2018
11,781,716
103,816
(5,624,649)
6,260,883
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
8
17
-
-
-
-
(2,418,984)
(2,418,984)
(28,736)
(28,736)
(28,736)
(2,418,984)
(2,447,720)
Transactions with owners in their capacity as owners
Shares issued during the year, net of issue costs
16
Total transactions with owners
Balance at 30 June 2019
39,424
39,424
-
-
-
-
39,424
39,424
11,821,140
75,080
(8,043,633)
3,852,587
The accompanying notes form part of these financial statements
P a g e | 19
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ZOONO GROUP LIMITED
ABN 73 006 645 754
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2018
Issued capital
Reserves
Accumulated
losses
Total
Foreign
currency
translation
reserve
Ordinary
shares
Note
NZ$
NZ$
NZ$
NZ$
Balance at 1 July 2017
11,781,716
113,502
(5,704,355)
6,190,863
Loss for the year
Other comprehensive income for the year
Total comprehensive income/(loss) for the year
8
17
Transactions with owners in their capacity as owners
Shares issued during the year, net of issue costs
16
Total transactions with owners
Balance at 30 June 2018
-
-
-
-
-
-
(9,686)
(9,686)
-
-
79,706
-
79,706
-
-
79,706
(9,686)
70,020
-
-
11,781,716
103,816
(5,624,649)
6,260,883
The accompanying notes form part of these financial statements
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ZOONO GROUP LIMITED
ABN 73 006 645 754
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2019
Note
2019
NZ$
2018
NZ$
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CASH FLOWS FROM OPERATING ACTIVITIES:
Receipts from customers
Payments to suppliers and employees
Interest received
Finance cost
1,129,303
1,295,363
(4,117,836)
(3,525,773)
117,126
(10,140)
205,029
(11,302)
Net cash used in operating activities
23(b)
(2,881,547)
(2,036,683)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property, plant and equipment
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Amounts provided to/(from) third party
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Share issue costs
Proceeds from loans
Repayment of borrowings
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
held
Effects of foreign exchange on cash balance
Cash and cash equivalents at beginning of year
(34,359)
-
(34,359)
(1,884)
-
(25,620)
(27,504)
(89,658)
104,239
14,581
-
(7,820)
-
(7,820)
(2,943,410)
(2,029,922)
(27,575)
6,096,313
(18,455)
8,144,690
Cash and cash equivalents at end of year
23(a)
3,125,328
6,096,313
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The accompanying notes form part of these financial
statements
P a g e | 21
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS
1.
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NATURE OF OPERATIONS
Zoono Group Limited and Subsidiaries (the Group) principal activities included the research,
development and sale of a range of antimicrobial products in multiple countries.
GENERAL INFORMATION AND STATEMENT OF COMPLIANCE
The consolidated financial statements are a general-purpose financial report that has been
prepared
in accordance with Australian Accounting Standards, Australian Accounting
Interpretations, other authoritative pronouncements of the Australian Accounting Standards
Board and the Corporations Act 2001. Compliance with Australia Accounting Standards results
in full compliance with the International Financial Reporting Standards (‘IFRS’) as issued by the
International Accounting Standards Board (IASB). For the purposes of preparing the
Consolidated Financial Statement, the Company is a for-profit entity.
Zoono Group Limited (the Company) is the Ultimate Parent Company, Zoono Group Limited is a
Public Company incorporated in Australia and domiciled in New Zealand. The Company
registered address is Level 12, 225 George Street Sydney NSW 2000 Australia.
The Consolidated financial statements of the Group as at and for the year ended 30 June 2019
comprise the Company and its subsidiaries (together referred to as the ‘Group’ or ‘Consolidated
entity’). The consolidated financial statements for the year ended 30 June 2019 were approved
and authorised for issue by the board of Directors on 19 August 2019.
Except for cash flow information, the consolidated financial statements have been prepared on
an accrual basis and are based on historical costs modified, where applicable, by the
measurements at fair value of selected non-current assets, financial assets and financial
liabilities.
Statement of Cash Flows
The statement of cash flows comprises the cash balance of Zoono Limited, Zoono Group Limited
and Zoono Holdings Limited at the beginning of the financial year, and the cash transactions of
the consolidated Group for the 12-month period.
CHANGES IN ACCOUNTING POLICIES
(a) New and amended Standards adopted by the Group
The Group has considered the implications of new or amended Accounting Standards which
have become applicable for the current financial reporting period as set out below:
AASB 15 Revenue from contracts with customers
The Group has adopted AASB 15 revenue from contracts with customers with an initial
application date of 01 July 2018. The Group has applied AASB 15 retrospectively with the
cumulative effect of initially applying the standard recognised in opening retained earnings. The
cumulative effect of initially applying the standard was nil, so no adjustment was required to
net profit or opening retained earnings on transition as the timing of the revenue recognition
has not changed for the Group’s contracts that were in progress at 1 July 2018.
Below is a summary of the revenue from contracts and the Group’s accounting policy on
recognition as a result of adopting AASB 15.
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ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
Revenue from Contracts
Nature of Performance
Obligations
Revenue Recognition
under AASB 15
Impact of
AASB 15
Contract revenue from
the sale of goods
The group receives
consideration for the
development and sale
of a range of
antimicrobial products
in multiple countries
No impact on
the group’s
accounting
policies
Income is recognised
at a point in time when
the goods have been
delivered which
corresponds with their
performance
obligation and the
group has the right to
invoice.
AASB 9 Financial Instruments
The Group has adopted AASB 9 Financial Instruments with an initial application date of 1 July 2018.
The Group has applied AASB 9 retrospectively with the cumulative effect of initially applying the
Standard recognised in retained earnings. The cumulative effect of initially applying the
Standard was NZ$1,242 so an adjustment was required to net profit on transition.
(b) New Accounting Standards for application in future periods
Accounting Standards and Interpretations issued by the AASB that are not yet mandatorily
applicable to the Group, together with an assessment of the potential impact of such
pronouncements on the Group when adopted in future periods, are discussed below:
•
AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 July 2019). When
effective, this Standard will replace the current accounting requirements applicable to leases in
AASB 117: Leases and related Interpretations. AASB 16 introduces a single lessee accounting
model that eliminates the requirement for leases to be classified as operating or finance leases.
The main changes introduced by the new Standard are as follows:
-
recognition of a right-of-use asset and liability for all leases (excluding short-term leases with
less than 12 months of tenure and leases relating to low-value assets);
depreciation of right-of-use assets in line with AASB 116: Property, Plant and Equipment in
profit or loss and unwinding of the liability in principal and interest components;
inclusion of variable lease payments that depend on an index or a rate in the initial
measurement of the lease liability using the index or rate at the commencement date;
application of a practical expedient to permit a lessee to elect not to separate non-lease
components and instead account for all components as a lease; and
inclusion of additional disclosure requirements.
-
-
-
-
The transitional provisions of AASB 16 allow a lessee to either retrospectively apply the Standard to
comparatives in line with AASB 108 or recognise the cumulative effect of retrospective application
as an adjustment to opening equity on the date of initial application.
Although the directors anticipate that the adoption of AASB 16 will impact the Group's
financial statements, the impact is not likely to be material where applicable.
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ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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SUMMARY OF ACCOUNTING POLICIES
The following significant accounting policies have been adopted in the preparation and presentation
of the financial report.
(a) General
Material accounting policies adopted in the preparation of this financial report are presented below
and have been consistently applied unless otherwise stated.
Reporting basis and conventions
These financial statements have been prepared on an accruals basis under the historical cost
convention, as modified by the revaluation of available-for-sale financial assets, financial assets and
liabilities at fair value.
Critical accounting estimates and judgements
The preparation of a financial report in conformity with Australian Accounting Standards requires
management to make estimates, judgements and assumptions based on historical knowledge and
best available current information. Estimates assume a reasonable expectation of future events and
are based on current trends and economic data obtained both externally and within the Group.
Actual results may differ from the estimates.
Fair value of financial assets
The Group records the fair value of financial assets using the market value of the investments at
reporting date. While this represents the best estimate of the fair value as at the reporting date, the
current market uncertainty means that, if the financial assets are sold in the future, the price achieved
may be higher or lower than the most recent valuation, and higher or lower than the fair value
recorded in the financial statements.
Impairment
In assessing impairment, management estimates the recoverable amount of each asset or cash
generating unit based on expected future cash flows and, where required, uses an interest rate to
discount them.
Estimation uncertainty relates to assumptions about future operating results and the determination
of a suitable discount rate.
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets at each reporting date,
based on the expected useful life of the assets. Uncertainties in these estimates relate to technical
obsolescence that may change the value of certain software and IT equipment.
Inventories
Management estimates the net realisable values of inventories, taking into account the most reliable
evidence available at each reporting date. The future realisation of these inventories may be affected
by future technology or other market-driven changes that may reduce future selling prices.
(b) Basis of Consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of Zoono
Group Limited and all subsidiaries as of 30 June 2019. Subsidiaries are all entities over which the
Group has control. The Group controls an entity when it is exposed to, or has rights to, variable
P a g e | 24
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements
of the Group from the date on which control is obtained by the Group. The consolidation of a
subsidiary is discontinued from the date that control ceases.
Intercompany transactions, balances and unrealised gains or losses on transactions between group
entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed
and adjustments made where necessary to ensure uniformity of the accounting policies adopted by
the Group.
(c) Business combination
The Group applies the acquisition method in accounting for business combinations. The
consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of
the acquisition-date of fair values of assets transferred, liabilities incurred and the equity interests
issued by the Group, which includes the fair value of any asset or liability arising from a contingent
consideration arrangement. Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination
regardless of whether they have been previously recognised in the acquiree’s financial statements
prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their
acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the
excess of the sum of: (a) fair value of consideration transferred, (b) the recognised amount of any
non-controlling interest in the acquiree, and (c) acquisition-date fair value of any existing equity
interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair
values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a
bargain purchase) is recognised in profit or loss immediately.
(d) Foreign Currency Transactions and Balances Functional and presentation currency
The functional currency of each of the Group entities is measured using the currency of the primary
economic environment in which that entity operates. The consolidated financial statements are
presented in New Zealand dollars, which is the parent entity’s functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates
prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-
end exchange rate. Non-monetary items measured at historical cost continue to be carried at the
exchange rate at the date of the transaction. Non-monetary items measured at fair value are
reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in profit or loss,
except where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in
other comprehensive income to the extent that the underlying gain or loss is recognised in other
comprehensive income; otherwise the exchange difference is recognised in profit or loss.
P a g e | 25
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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Group companies
The financial results and position of foreign operations whose functional currency is different from
the Group’s presentation currency is translated as follows:
•
•
•
Assets and liabilities are translated at year end exchange rates prevailing at that reporting
date.
Income and expenses are translated at average exchange rates for the year.
Retained earnings/Accumulated losses are translated at the exchange rates prevailing at the
date of the transaction.
Exchange differences arising on translation of foreign operations with functional currencies other
than the Australian dollar are recognised in other comprehensive income and included in the foreign
currency translation reserve in the statement of financial position. The cumulative amount of these
differences is reclassified into profit or loss in the period in which the operation is disposed of.
(e) Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with banks and other short-
term highly liquid investments with original maturities 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.
(f) Income tax
The charge for current income tax expense is calculated by reference to the amount of income taxes
payable or recoverable in respect of the taxable profit or loss for the period. It is calculated using the
tax rates that have been enacted or are substantially enacted by the reporting date.
Deferred tax is accounted for using the liability method in respect of temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding
a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is
realised or liability is settled. Deferred tax is charged to the statement of profit or loss and other
comprehensive income except where it relates to items that may be credited directly to equity, in
which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will
be available against which deductible temporary differences can be utilised.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is
intended that net settlement or simultaneous realisation and settlement of the respective asset and
liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of
set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities where it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur
in future periods in which significant amounts of deferred tax assets or liabilities are expected to be
recovered or settled.
The amount of benefits brought to account or which may be realised in the future is based on the
assumption that no adverse change will occur in income taxation legislation and the anticipation that
the consolidated entity will derive sufficient future assessable income to enable the benefit to be
realised and comply with the conditions of deductibility imposed by the law.
P a g e | 26
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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(g) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of manufactured
products includes direct materials, direct labour and an appropriate proportion of variable and fixed
overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on a
first-in, first-out basis. Net realisable value is the estimated selling price in the ordinary course of
business less any applicable selling expenses.
(h) Property, plant and equipment - Plant and equipment
Plant and equipment are measured on the cost basis less accumulated depreciation and impairment
losses.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably.
All other repairs and maintenance are charged to the profit or loss during the financial period in which
they are incurred. All fixed assets are depreciated over their estimated useful lives to the Group.
The depreciation rates used for each class of depreciable assets are:
Class of fixed asset
Depreciation rate
Plant and equipment
Motor vehicles
Furniture and equipment
Computer equipment
Depreciation
10 – 33%
30%
13 – 33%
48 – 67 %
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each
reporting date. An asset's carrying amount is written down immediately to its recoverable amount if
the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount.
These gains and losses are included in the profit or loss within profit or loss within other income or
expenses.
(i) Intangible Assets
Patents, trademarks and website development
Patents, trademarks and website development are recognised at cost of acquisition. They have a
finite life and are carried at cost less any accumulated amortisation and any impairment losses.
Patents, trademarks and website development are amortised over their useful lives of up to 10 years.
Amortisation has been included within depreciation, amortisation and impairment of non-financial
assets.
(j) Impairment of Assets
At the end of each reporting period, the Group assesses whether there is any indication that an asset
may be impaired. The assessment will include considering external sources of information and
internal sources of information including dividends received from subsidiaries, associates or joint
ventures deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test
is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the
asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of
P a g e | 27
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss,
unless the asset is carried at a re-valued amount. Any impairment loss of a re-valued asset is treated
as a revaluation decrease.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
(k) Fair Value of Assets and Liabilities
The Group measures some of its assets and liabilities at fair value on either a recurring or non-
recurring basis, depending on the requirements of the applicable Accounting Standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a
liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing
market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing
information is used to determine fair value. Adjustments to market values may be made having
regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities
that are not traded in an active market are determined using one or more valuation techniques.
These valuation techniques maximise, to the extent possible, the use of observable market data.
To the extent possible, market information is extracted from either the principal market for the asset
or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or,
in the absence of such a market, the most advantageous market available to the entity at the end of
the reporting period (i.e. the market that maximises the receipts from the sale of the asset or
minimises the payments made to transfer the liability, after taking into account transaction costs and
transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant’s
ability to use the asset in its highest and best use or to sell it to another market participant that would
use the asset in its highest and best use.
The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-
based payment arrangements) may be valued, where there is no observable market price in relation
to the transfer of such financial instruments, by reference to observable market information where
such instruments are held as assets. Where this information is not available, other valuation
techniques are adopted and, where significant, are detailed in the respective note to the financial
statements.
(l) Accounts payable
Trade payables and other accounts payable are recognised when the Group becomes obliged to make
future payments resulting from the purchase of goods and services. Due to their short-term nature
they are measured at amortised cost and not discounted. These amounts are unsecured and are
usually paid within 30 days of recognition.
(m) Provisions, contingent liabilities and contingent assets
Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised
when the Group has a present legal or constructive obligation as a result of a past event, it is probable
that an outflow of economic resources will be required from the Group and amounts can be
estimated reliably. Timing or amount of the outflow may still be uncertain.
P a g e | 28
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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Restructuring provisions are recognised only if a detailed formal plan for the restructuring has been
developed and implemented, or management has at least announced the plan’s main features to
those affected by it. Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation,
based on the most reliable evidence available at the reporting date, including the risks and
uncertainties associated with the present obligation. Where there are a number of similar
obligations, the likelihood that an outflow will be required in settlement is determined by considering
the class of obligations as a whole. Provisions are discounted to their present values, where the time
value of money is material.
Any reimbursement that the Group can be virtually certain to collect from a third party with respect
to the obligation is recognised as a separate asset. However, this asset may not exceed the amount
of the related provision. In those cases where the possible outflow of economic resources as a
result of present obligations is considered improbable or remote, no liability is recognised.
(n) Financial Instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the
contractual provisions of the instrument. For financial assets, this is equivalent to the date that the
Group commits itself to either purchase or sell the asset (i.e. trade date accounting is adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the
instrument is classified “at fair value through profit or loss”, in which case transaction costs are
recognised as expenses in profit or loss immediately.
Classification and subsequent measurement
Financial instruments are subsequently measured at fair value, amortised cost using the effective
interest method, or cost. Where available, quoted prices in an active market are used to determine
fair value. In other circumstances, valuation techniques are adopted.
Amortised cost is calculated as the amount at which the financial asset or financial liability is
measured at initial recognition less principal repayments and any reduction for impairment and
adjusted for any cumulative amortisation of the difference between that initial amount and the
maturity amount calculated using the effective interest method.
The effective interest method is used to allocate interest income or interest expense over the
relevant period and is equivalent to the rate that exactly discounts estimated future cash payments
or receipts (including fees, transaction costs and other premiums or discounts) through the expected
life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to
the net carrying amount of the financial asset or financial liability. Revisions to expected future net
cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of
an income or expense item in profit or loss.
(i)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses
are recognised in profit or loss through the amortisation process and when the financial asset is
derecognised.
P a g e | 29
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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(ii)
Financial liabilities
Non-derivative financial liabilities other than financial guarantees are subsequently measured at
amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and
when the financial liability is derecognised.
Impairment
At the end of each reporting period, the Group assesses whether there is objective evidence that a
financial asset has been impaired. A financial asset (or a group of financial assets) is deemed to be
impaired if, and only if, there is objective evidence of impairment as a result of one or more events
(a “loss event”) having occurred, which has an impact on the estimated future cash flows of the
financial asset(s).
In the case of financial assets carried at amortised cost, loss events may include: indications that the
debtors (or a group of debtors) are experiencing significant financial difficulty, default or delinquency
in interest or principal payments; indications that they will enter bankruptcy or other financial
reorganisation; and changes in arrears or economic conditions that correlate with defaults.
For financial assets carried at amortised cost (including loans and receivables), a separate allowance
account is used to reduce the carrying amount of financial assets impaired by credit losses. After
having taken all possible measures of recovery, if management establishes that the carrying amount
cannot be recovered by any means, at that point the written-off amounts are charged to the
allowance account, or the carrying amount of impaired financial assets is reduced directly if no
impairment amount was previously recognised in the allowance account.
When the terms of financial assets that would otherwise have been past due or impaired have been
renegotiated, the Group recognises the impairment for such financial assets by taking into account
the original terms as if the terms have not been renegotiated so that the loss events that have
occurred are duly considered.
De-recognition
Financial assets are derecognised when the contractual rights to receipt of cash flows expire or the
asset is transferred to another party whereby the entity no longer has any significant continuing
involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised
when the related obligations are discharged, cancelled or have expired. The difference between the
carrying amount of the financial liability extinguished or transferred to another party and the fair
value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is
recognised in profit or loss.
(o) Receivables
Trade receivable are initially recognised at fair value and subsequently measured at amortised cost
using the affective interest method, less any allowance for impairment.
(p) Leases
Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of
the asset (but not the legal ownership) are transferred to the Group, are classified as finance leases.
Finance leases are capitalised by recognising an asset and a liability at the lower of the amounts equal
to the fair value of the leased property or the present value of the minimum lease payments,
including any guaranteed residual values. Lease payments are allocated between the reduction of
the lease liability and the lease interest expense for the period.
Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives
or the lease term.
P a g e | 30
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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Lease payments for operating leases, where substantially all the risks and benefits remain with the
lessor, are recognised as expenses on a straight-line basis over the lease term.
(q) Employee Benefits
Short-term employee benefits
Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee
benefits are benefits (other than termination benefits) that are expected to be settled wholly before
12 months after the end of the annual reporting period in which the employees render the related
service, including wages, salaries and sick leave. Short-term employee benefits are measured at the
(undiscounted) amounts expected to be paid when the obligation is settled.
The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave are
recognised as part of current trade and other payables in the statement of financial position.
(r) Share-based payments
The cost to the Company of share options granted to directors and executive officers is included at
fair value as part of the directors’ and executive officers’ aggregate remuneration in the financial year
the options are granted. The fair value of the share option are calculated using the Black Scholes
option pricing model, which takes into account the exercise price, the term of the option, the vesting
and performance criteria, the impact of dilution, the non-tradable nature of the option, the current
price and expected price volatility of the underlying share, the expected dividend yield and the risk-
free interest rate for the term of the option.
The fair value determined at the grant date of the equity settled share-based payment is expensed
on a straight-line basis over the vesting period.
(s) Revenue
Revenue is measured at the fair value of the consideration received or receivable after taking into
account any trade discounts and volume rebates allowed. Any consideration deferred is treated as
the provision of finance and is discounted at a rate of interest that is generally accepted in the market
for similar arrangements. The difference between the amount initially recognised and the amount
ultimately received is interest revenue.
Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the
transfer of significant risks and rewards of ownership of the goods and the cessation of all
involvement by the Group in those goods.
All revenue is stated net of the amount of goods and services tax.
Other income
Interest revenue is recognised using the effective interest method, which for floating rate financial
assets is the rate inherent in the instrument.
Dividend revenue is recognised when the right to receive a dividend has been established.
Realised gains and losses on sale are recognised as income or expense respectively in the statement
of profit or loss and other comprehensive income and are calculated as the difference between
consideration on sale and the original cost.
(t) Goods and services tax (GST)
The Statement of Profit or Loss and Other Comprehensive Income has been prepared so that all
components are stated exclusive of GST, except where the amount of GST incurred is not recoverable
P a g e | 31
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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from the tax office. All items in the Statement of Financial Position are stated exclusive of GST, with
the exception of receivables and payables, which include GST.
(u) Earnings per share
i)
Basic earnings per share:
Basic earnings per share is determined by dividing the operating profit/(loss) after income tax
excluding any cost of servicing equity other than ordinary shares by the weighted average number of
ordinary shares outstanding during the financial year.
ii)
Diluted earnings per share:
Diluted earnings per share adjusts the figures used in determining earnings per share by taking into
account amounts unpaid on ordinary shares and any reduction in earnings per share that will
probably arise from the exercise of options outstanding during the financial year.
(v) Segment reporting
Segment revenues and expenses are those directly attributable to the segments and include any joint
revenue and expenses where a reasonable basis of allocation exists. Segment assets include all assets
used by a segment and consist principally of cash, receivables, inventories, intangibles and property,
plant and equipment, net of allowances and accumulated depreciation and amortisation. Segment
liabilities consist principally of payables, employee benefits, accrued expenses, provisions and
borrowings. The Group do not allocate revenues, assets or liabilities to individual segments.
(w) Comparative information
Comparative figures are, where appropriate, reclassified to be comparable with the figures
presented for the financial year.
Consolidated
5. REVENUE AND OTHER INCOME
Revenue from operating activities
Operating activities
- Revenue from sale of goods/contracts with customers
Total revenue from operating activities
Other income
- Dividends received
- Breaches of distributor agreements
- Interest received
- Expenses recovery
Total other income
2019
NZ$
1,777,156
1,777,156
380
-
122,024
13,738
136,142
2018
NZ$
2,429,707
2,429,707
350
773,112
219,112
7,577
1,000,151
P a g e | 32
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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Revenue from Contracts
Revenue is recognised at a point in time when the service has been fulfilled and the group has the
right to invoice.
6.
LOSS FOR THE YEAR
Loss before income tax has been determined after:
Depreciation
Rental expense on operating leases
Amortisation
Expected credit loss allowance
Salary costs (including directors’ fees and
management fees)
Interest on borrowings
Net foreign exchange (gain) and losses
Write off of Receivables
Consolidated
2019
NZ$
2018
NZ$
39,656
113,330
50,356
1,242
39,265
60,903
20,921
-
1,720,724
1,151,941
10,140
44,876
-
11,302
(2,666)
112,164
7.
INCOME TAX
The prima facie tax payable on loss is reconciled to the income tax expense as follows:
Prime facie tax payable on loss before income tax at
28% (2018: 28%)
Add: tax effect of:
(677,316)
22,318
- Other assessable and non-allowable items
- Deferred tax losses not recognised in accounts
Income tax expense/(benefit)
(146,309)
823,625
-
(145,278)
122,960
-
Subject to the provisions of the Income Tax Assessment Act, if the Group derives assessable
income it will be able to utilise carry-forward losses. The Group has losses available to be carried
forward of NZ$2,727,745 to 30 June 2018.
The net deferred tax asset will only be obtained if:
(a)
(b)
(c)
the Company derives future assessable income of a nature and of an amount sufficient to
enable the benefit from the deductions for the loss to be realised;
the Company continues to comply with the conditions for deductibility imposed by law;
and
no changes in tax legislation adversely affect the Company in realising the benefit from
the deduction of the loss.
Consequently, no deferred tax asset has been recognised.
P a g e | 33
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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8. ACCUMULATED LOSSES
Accumulated losses at beginning of year
Net (Loss)/profit attributable to members of the company
Accumulated losses at end of year
9.
TRADE AND OTHER RECEIVABLES
Trade receivables
Provision for expected credit loss
Net GST/VAT receivable
Other receivables
Consolidated
2019
NZ$
2018
NZ$
(5,624,649)
(2,418,984)
(8,043,633)
(5,704,355)
79,706
(5,624,649)
585,896
(1,242)
584,654
82,818
152,827
820,299
25,518
-
25,518
98,652
113,637
237,807
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2019
Total
2018
The Group applies the AASB 9 simplified approach to measuring expected credit losses, which permits the use
of the lifetime expected loss provision for all trade receivables.
The following table details the loss allowance as at 30 June 2019 and 30 June 2018.
As the Group’s historical credit loss experience does not show significantly different loss patterns for different
customer segments, the provision for loss allowance based on past due status is not further distinguished
between the Group’s different customer bases.
Gross
Amount
Past Due
and
Impaired
Past Due but Not Impaired
(Days Overdue)
Within
Initial Trade
Terms
NZ$
NZ$
< 30
NZ$
31–60
NZ$
61–90
NZ$
> 90
NZ$
NZ$
584,654
235,645
820,299
25,518
212,289
237,807
0.1%
0.1%
0.1%
0.75%
- 216,176 236,885 29,643 101,950
-
- 235,645
-
-
- 216,176 472,530 29,643 101,950
216,176
235,645
451,821
0%
0%
0%
0%
2,760
8,511
7,990
6,257
- 212,289
-
-
2,760 220,800
7,990
6,257
-
-
-
2,760
212,289
215,049
Expected Loss Rate
Trade and term receivables
Other receivables
Expected Loss Rate
Trade and term receivables
Other receivables
Total
At balance date, there were past nil due but not impaired trade and other receivables (2018: $Nil).
P a g e | 34
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
10.
INVENTORIES
Finished goods at cost
11.
PLANT AND EQUIPMENT
Plant and equipment:
Plant and equipment at cost
Accumulated depreciation
Motor vehicles:
Motor vehicles at cost
Accumulated depreciation
Furniture and equipment:
Furniture and equipment at cost
Accumulated depreciation
Computer equipment:
Computer equipment at cost
Accumulated depreciation
Total plant and equipment
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Consolidated
2019
NZ$
2018
NZ$
503,125
503,125
671,500
671,500
28,832
(13,468)
15,364
119,155
(56,241)
62,914
47,631
(15,311)
32,320
21,949
(19,208)
2,741
113,349
28,397
(9,422)
18,975
119,155
(29,276)
89,879
16,388
(8,454)
7,934
19,091
(17,473)
1,618
118,406
P a g e | 35
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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Movements in carrying amounts
Movement in the carrying amounts for each class of plant and equipment between the
beginning and the end of the current financial year:
Plant and
equipment
NZ$
Motor
vehicles
NZ$
Furniture and
equipment
NZ$
Computer
equipment
NZ$
Balance at 1 July 2017
18,862
16,480
10,331
4,083
Additions
Disposals – written down value
Depreciation expense
Carrying amount at 30 June 2018
Additions
Disposals – written-down value
Gain on sale
Depreciation expense
Carrying amount at 30 June 2019
5,240
119,155
-
(16,480)
-
-
-
-
(5,127)
(29,276)
(2,397)
(2,465)
18,975
89,879
435
-
-
-
-
-
7,934
31,243
-
-
1,618
2,921
-
-
(4,046)
(26,965)
15,364
62,914
(6,857)
32,320
(1,788)
(39,656)
2,751
113,349
Total
NZ$
49,756
124,395
(16,480)
(39,265)
118,406
34,599
-
-
e
s
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p
12.
INTANGIBLE ASSETS
Trademarks and patents:
Trademarks and patents at cost
Accumulated amortization
r
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F
Website Development:
Website development at cost
Accumulated amortization
2019
NZ$
2018
NZ$
147,820
(114,172)
33,648
78,450
(42,494)
35,956
147,820
(99,772)
48,048
78,450
(6,537)
71,913
P a g e | 36
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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a.
Movements in carrying amounts
Movement in the carrying amounts for each class of intangible assets between the beginning
and the end of the current financial year:
Opening Balance
Additions
Amortisation expense
Closing Balance
13. OTHER ASSETS
Current
Prepayments
14. TRADE AND OTHER PAYABLES
Trade creditors
Sundry creditors and accruals
Other payables
Income in advance
15. BORROWINGS
CURRENT
Lease liability
NON-CURRENT
Lease liability
119,961
62,432
-
(50,357)
69,604
78,450
(20,921)
119,961
Consolidated
2019
NZ$
2018
NZ$
64,250
64,250
84,393
84,393
299,137
77,751
51,043
323,661
751,592
338,834
157,185
6,218
448,104
950,341
22,853
30,798
68,923
86,358
P a g e | 37
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ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
16. ISSUED CAPITAL
Issued shares:
Beginning of the year
Issued during the year:
Recognition of shares in Zoono
Holdings Limited
Shares issued as share-based
payment (refer Note 18)
Share issue cost
2019
2018
No. Shares
No. Shares
2019
NZ$
2018
NZ$
163,011,827
163,011,827
11,781,716
11,781,716
880
300,000
-
-
-
-
190
41,118
(1,884)
-
-
-
163,312,707
163,011,827
11,821,140
11,781,716
Holders of ordinary shares are entitled to participate in dividends when declared and are entitled to
one vote per share, either in person or by proxy, at shareholder meetings. In the event of winding up
of the Company, ordinary shareholders are ranked after all other creditors and are entitled to any
proceeds of liquidation in proportion to the number of and amounts paid on the shares held.
Ordinary shares have no par value and the Company does not have a limited amount of authorised
capital.
(b) Movement in issued share options during the year:
The Company had no quoted or unquoted options issue at the date of this report.
(c)
Uncalled capital:
No calls are outstanding at year end. All issued shares are fully paid.
(d)
Capital management:
Management controls the capital of the Group in order to maintain a reasonable debt to equity
ratio, provide the shareholders with adequate returns and ensure that the Group can fund its
operations and continue as a going concern.
The Group currently has no debt funding available or external capital requirement. The Group’s
capital includes ordinary share capital share options and reserves. The financial liabilities are
supported by financial assets.
Management effectively manages the Group capital by assessing the Group’s financial risks and
adjusting its capital structure in response to changes in these risks and in the market. These
responses include the management of share issues. The Group strategy remains unchanged
from prior year.
P a g e | 38
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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17.
RESERVES
Foreign currency translation reserve
Balance at beginning of year
Exchange differences on translation of foreign
operations
Balance at end of year
Consolidated
2019
NZ$
2018
NZ$
103,816
113,502
(28,736)
75,080
(9,686)
103,816
Exchange differences arising on translation of the foreign controlled entity are recognised in other
comprehensive income and accumulated as a separate reserve within equity. The cumulative amount
is reclassified to profit or loss when the net investment is disposed of.
18. SHARE-BASED PAYMENTS
(a) Share-based payment:
The Consolidated Group issued 300,000 fully paid ordinary shares in the Company at a deemed price
of 12 cents per share for a total consideration of NZ$41,118 to the UK/EU Regional Manager as part
of his remuneration package (2018: Nil).
(b) Equity settled share-based payment and reconciliations:
The Consolidated Group has not issued or has any outstanding share options on issue during the
financial year (2018: Nil)
19.
REMUNERATION OF AUDITORS
Amounts received or due and receivable by the
auditors for:
- the review and the audit of the financial reports for
the consolidated group
20.
ECONOMIC DEPENDENCY
Consolidated
2019
NZ$
2018
NZ$
55,000
55,000
41,508
41,508
Zoono and its products are subject to various laws and regulations including but not limited
to accounting standards, tax laws, environmental laws, product content requirement,
labelling/packaging, regulations and customs regulations. Changes in these laws and
regulations (including interpretation and enforcement) could adversely affect the Group’s
financial performance. Laws and regulations are specific to each geographic location. In this
regard, there is a risk that a certain product may not be able to be supplied in another
jurisdiction because it fails to meet that jurisdictions regulatory requirements (e.g. product
registration requirements). Failure of the Group to remain up to date with these various
regulatory requirements, could adversely affect the Group financial performance.
P a g e | 39
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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21.
CONTINGENT LIABILITIES
The directors are aware of a claim against the Company as at the date to which these
financial statements are made up as follows;
Qingdao Zoono Biotech Company Limited instigated legal proceedings against Zoono on 20
May 2019 citing breach of contract under a distribution agreement entered into on 29 May
2013. Zoono lodged a counter claim which stated; Qingdao breached the distribution
agreement by not meeting the minimum annual volumes under the agreement and making
disparaging comments about Zoono and its products. The Group’s insurers have accepted the
claim and will meet all costs arising from this action less any insurance excess payable.
The Directors do not believe the outcome of the proceedings will have a material effect on
the financial statements as Zoono’s counter claim exceeds Qingdao’s claim.
22.
RELATED PARTY TRANSACTIONS
Transactions between related parties are on normal commercial terms and conditions unless
otherwise stated. Complete details of the remuneration of directors and key management
personnel are set out in the Remuneration Report which forms part of the accompanying
Directors’ Report.
The totals of remuneration paid to key management personnel of the Company during the
year are as follows:
Short–term employee benefits
Other Benefits
Consolidated
2019
NZ$
1,023,996
6,102
1,030,098
2018
NZ$
1,037,304
16,107
1,053,411
Details of shares and options held by key management personnel are included in the Remuneration
Report set out in the accompanying directors’ report.
Key management personnel related entity transactions
Mr Paul Hyslop is the Managing Director/CEO of Zoono Group and provides consulting services to the
Group. Charges for services provided during the year amounted to NZ$377,938 (2018: NZ$377,938).
Ms Elissa Hansen, a director of Market Capital Group Pty Ltd trading as CoSec Services, provided
company secretarial and consulting services to the Group. Charges for services provided during the
year amounted to NZ$44,788 (2018: NZ$45,573). This is in addition to director’s fees earned by Ms.
Hansen.
Morgan Recruitment Limited provided recruitment services to the Company and was paid NZ$6,000
for their services. The wife of Mr Paul Hyslop owns Morgan Recruitment Limited.
P a g e | 40
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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23. STATEMENT OF CASH FLOWS
(a) Reconciliation of cash:
Cash at bank
Cash on short term deposit
Consolidated
2019
NZ$
128,942
2,996,386
3,125,328
2018
NZ$
488,095
5,608,218
6,096,313
The effective interest rate on short-term bank deposits was 2.7% per annum (2018: 3.3% per annum) and
these deposits have an average maturity of 120 days.
(b) Reconciliation statement:
Consolidated
2019
NZ$
2018
NZ$
A reconciliation of “net cash used in operating activities” to “operating cash flows” is as follows:
(Loss)/Profit after income tax
(2,418,984)
79,706
Add/(less)
Amortisation
Depreciation
Share based payments
Write-off of receivables
Provision for expected loss on trade receivables
Foreign exchange differences
Changes in assets and liabilities:
(Increase)/decrease in trade and other receivables
(Increase)/decrease in inventories
(Increase)/decrease in prepayments
Increase/(decrease) in trade and other payables
Net cash used in operating activities
50,357
39,656
41,308
-
1,242
(1,161)
(583,734)
168,375
20,143
(198,749)
(2,881,547)
20,921
39,265
-
112,164
-
8,769
32,581
(461,309)
(67,269)
(1,801,511)
(2,036,683)
The Company does not have any formal loan facilities in place at the date of these financial statements.
P a g e | 41
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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24.
EARNINGS PER SHARE
The following reflects the income and share data used in the calculations of basic and diluted
earnings per share (EPS):
Basic (loss)/profit per share
Diluted (loss)/profit per share
($1.48) cents
($1.48) cents
$0.05 cents
$0.05 cents
Weighted average number of ordinary shares
outstanding during the year used to calculated basic EPS
Weighted average number of ordinary shares
outstanding during the year used to calculated diluted
EPS
(Loss)/Profit from continuing operations used to
calculated basic EPS and diluted EPS
163,099,772
163,011,827
163,099,772
163,011,827
(2,418,984)
79,706
There have been no transactions involving ordinary shares or potential ordinary shares that would
significantly change the number of ordinary shares or potential ordinary shares outstanding
between the reporting date and the date of completion of these financial statements.
25. SEGMENT INFORMATION
Operating segments are not identified on the basis of internal reports about the components of the
Group that are regularly reviewed by the Chief Operating Decision Makers in order to allocate
resources to the segment and to assess its performance.
In presenting information on the basis of geographical segments, segment revenue is not based on
the geographical location of distributors/customers. Segment assets and liabilities are located in
New Zealand and are unable to be allocated to individual geographical segments by locations of
distributors/customers on a reasonable basis. The Group’s segment revenue is not assigned to any
one geographical location as follows;
Global revenues
Product
Hand sanitiser, textile applicator, mould remediation, surface sanitiser
Geographical information
The Group’s revenue from external distributors/customers by geographical location has been
excluded for competitive reasons.
Geographical Revenue
Global revenues
Total Group Revenue
2019
NZ$
2018
NZ$
1,777,156
1,777,156
2,429,707
2,429,707
P a g e | 42
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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26.
FRANKING CREDITS
The amount of the franking credits available for
subsequent reporting periods are:
88,384
88,384
27.
CONTROLLED ENTITIES
Country of
Incorporation
Percentage
owned
2019
Percentage
owned
2018
Subsidiaries of Zoono Group Limited
Zoono Group Limited (NZ)
Zoono Limited
Zoono Holdings Limited (UK)
New Zealand
New Zealand
United Kingdom
100%
100%
100%
100%
100%
100%
28.
FINANCIAL RISK MANAGEMENT
Financial risk management policies
The Group’s financial instruments consist mainly of current accounts with banks, accounts receivable and
payable.
i.
Treasury risk management
Management considers on a regular basis the financial risk exposure and evaluates treasury
management strategies in the context of the most recent economic conditions and forecasts.
The overall risk management strategy seeks to meet the Group’s financial targets, whilst minimising
potential adverse effects on financial performance.
Management operates under policies approved by the board of directors which approves and reviews
risk management policies on a regular basis. These include future cash flow requirements.
ii.
Financial risk exposures and management
The main risks the Group is exposed to through its financial instruments are interest rate risk, foreign
currency risk, liquidity risk, credit risk and price risk.
(a) Foreign currency risk exposure
Most of the Group’s transactions are carried out in $NZD and British Pound (GBP). Exposures to
currency exchange rates arise from the Group’s overseas sales and purchases, which are primarily
denominated in US Dollars ($USD), Australian Dollars ($AUD) and GBP. The Group also holds a bank
account in $USD, $AUD and GBP.
(b)
Interest rate risk exposure
The Group is exposed to interest rate risk through cash and deposits held. The Group continually
monitors interest rates and financial markets for the Group’s cash on deposit and regularly reviews
future cash flow requirements. The following table summarises the interest rate risk for the Group,
together with the effective weighted average interest rate for each class of financial assets and
liabilities.
P a g e | 43
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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Financial assets
Floating
interest
rate
Fixed interest maturing
in
1 year or
less
over 1 to
5 years
Non-interest bearing
1 year or
less
over 1 to 5
years
Note
$
$
$
$
Total
$
Cash
3.0%
2,996,386
-
128,942
-
3,125,328
Financial liabilities
Borrowings
Net exposure to cashflow
interest rate risk
Weighted average interest rate
9.9%
(22,853)
(68,923)
-
6.9%
6.5%
2,973,533
-
(68,923)
-
128,942
-
-
-
-
(91,776)
3,033,552
6.5%
Fixed interest maturing
in
1 year or
less
over 1 to
5 years
Floating
interest
rate
Note
Non-interest bearing
1 year or
less
over 1 to 5
years
$
$
$
$
Total
$
Financial assets
Financial liabilities
Borrowings
Net exposure to cashflow
interest rate risk
Weighted average interest rate
3.4%
5,608,218
-
488,095
-
6,096,313
9.9%
(30,798)
(86,358)
-
-
(117,156)
6.5%
6.7%
5,577,420
-
(86,358)
-
488,095
-
-
-
5,979,157
6.7%
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2018
Cash
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(c) Credit risk exposure
The maximum exposure to credit risk, excluding the value of any collateral or other security, at
reporting date to recognised financial assets is the carrying amount, net of any provision for impaired
receivables, as disclosed in the statement of financial position and notes to the financial statements.
The Group does not have any material credit risk exposure to any single debtor or group of debtors
under financial instruments entered into by the Group.
Receivables due from major debtors are not normally secured by collateral, however the credit
worthiness of debtors is monitored.
P a g e | 44
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
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(d) Liquidity risk
The Group manages liquidity risk by monitoring forecast cash flows to ensure that adequate funding is
maintained. The Group’s financial liabilities consist of trade and other payables in the normal course
of business and as such are normally due for payment within 30 days of receipt of a valid tax invoice.
The Group does not have any liquidity risk associated with any borrowing.
(e) Interest rate risk
Interest rate risk on cash and short-term deposits is not considered to be a material risk due to the
short- term nature of these financial instruments.
29. CAPITAL AND LEASING COMMITMENTS
a.
Finance Lease Commitments
Payable – minimum lease payments:
– not later than 12 months
– between 12 months and 5 years
– greater than 5 years
Minimum lease payments
Less future finance charges
Present value of minimum lease payments
Consolidated
2019
NZ$
2018
NZ$
22,853
68,923
-
91,776
(12,226)
79,550
30,798
86,358
-
117,156
(19,340)
97,816
The finance lease on the Motor Vehicle at 30 June 2017 was paid out in full in July 2017 and
new agreements were entered into.
b. Operating Lease Commitments
Payable – minimum lease payments:
– not later than 12 months
– between 12 months and 5 years
– greater than 5 years
52,500
126,875
-
179,375
52,500
179,375
-
231,875
The property lease is a non-cancellable lease with a six-year term entered into in November 2016
with rent payable in advance. An option exists to renew the lease at the end of the six-year term
for an additional two terms of three years each under the same terms.
c.
Capital Expenditure Commitments
Capital expenditure commitments contracted for:
Plant, inventory and equipment purchases
-
174,973
P a g e | 45
ZOONO GROUP LIMITED
ABN 73 006 645 754
NOTES TO THE FINANCIAL STATEMENTS (CONT.)
30. PARENT INFORMATION
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The following information has been extracted from the
books and records of the parent and has been prepared in
accordance with Australian Accounting Standards.
Statement of Financial Position
ASSETS
Current assets
Non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
TOTAL LIABILITIES
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
PARENT ENTITY
2019
NZ$
2018
NZ$
61,390
28,428,319
28,489,709
38,979
29,012,238
29,051,217
65,422
65,422
99,568
99,568
68,233,649
503,728
(40,313,090)
28,424,287
68,194,413
509,345
(39,752,109)
28,951,649
Statement of Profit or Loss and Other Comprehensive Income
Total loss
Total comprehensive loss
(575,424)
(575,424)
(503,654)
(503,654)
31. EVENTS SUBSEQUENT TO REPORTING DATE
Mr. Jon Lamb resigned as Executive Chairman on 9 July 2019.
No other matters or circumstances have arisen since the end of the financial year which significantly
affected or may significantly affect the operations of the consolidated group, the results of those
operations, or the state of affairs of the consolidated group in future financial years.
32. COMPANY DETAILS
The registered office of the parent Company is:
Level 12, 225 George Street
Sydney NSW 2000
Australia.
The principal place of business of the Group is:
31 E Hannigan Drive
St Johns, Auckland 1072
New Zealand.
P a g e | 46
ZOONO GROUP LIMITED
ABN 73 006 645 754
DIRECTORS’ DECLARATION
The directors of Zoono Group Limited declare that:
The consolidated financial statements and associated notes for the financial year ended 30 June 2019 are in
accordance with the Corporations Act 2001 and:
(a)
comply with Accounting Standards and the Corporations Regulations 2001 and
International Financial Reporting Standards issued by the International Accounting
Standards Board (IASB) as disclosed in Note 2; and
(b)
give a true and fair view of the financial position of the Company as at 30 June 2019 and
the performance of the Group for the financial year then ended.
The directors have received the declarations required by section 295A of the Corporations Act
2001 from the chief executive officer and chief financial officer.
In the opinion of the directors there are reasonable grounds to believe that the Group will be
able to pay its debts as and when they become due and payable.
2.
3.
This declaration is made in accordance with a resolution of the directors.
Paul Hyslop
Managing Director/CEO
19 August 2019
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ZOONO GROUP LIMITED ABN 73 006 645 754
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE OWNERS OF
ZOONO GROUP LIMITED
Report on the Financial Report
Opinion
We have audited the financial report of Zoono Group Limited and Controlled Entities (the Group), which
comprises the consolidated statement of financial position as at 30 June 2019, the consolidated statement
of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including a summary of significant account policies and other explanatory
information, and the directors’ declaration.
In our opinion the accompanying financial report of Zoono Group Limited and Controlled Entities is in
accordance with the Corporations Act 2001, including:
a.
b.
giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its financial
performance for the year then ended; and
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Those Standards require that we
comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance about whether the financial report is free from material misstatement. Our
responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of
the Financial Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting
Professional and Ethical Standards Board’s APES 110: Code of Ethics for Professional Accountants (the
Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given
to the directors of the Company, would be in the same terms if given to the directors as at the time of this
auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report for the year ended 30 June 2019. These matters were addressed in the context
of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
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SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
ZOONO GROUP LIMITED ABN 73 006 645 754
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE OWNERS OF
ZOONO GROUP LIMITED
Key Audit Matter
How Our Audit Addressed the Key Audit Matter
Inventory Existence and Valuation
Refer to Note 10 “Inventories”
The Group recognised inventory of $503,125 as at
30 June 2019.
Inventory is held by the Group in various countries
(Mainly New Zealand, China and UK). Within each
in
inventory
country/location,
warehouses.
stored
is
As disclosed in Note 4(g), inventories are held at
the lower of cost and net realisable value.
We focused on this matter because of the:
significance of the inventory balance to
the profit and
loss statement and
statement of financial position
involved
in determining
complexity
inventory quantities on hand due to the
number,
location and diversity of
inventory storage locations
Our procedures included, amongst others:
Hall Chadwick network component auditors
attended
locations,
inventory counts at
selected based on financial significance and
risk. Where locations were not attended we
tested
inventory
existence across the Group.
controls over
certain
For locations attended in New Zealand, we
performed the following procedures at each
site:
o
o
selected a sample of inventory items
and compared
the quantities we
counted to the quantities recorded
observed a sample of management’s
inventory count procedures to assess
compliance with Group policy
o made enquiries regarding obsolete
inventory items and looked at the
condition of items counted
For a sample of inventory items, we identified
the input costs attributed to the items and
compared this to the last purchase invoices.
On a sample basis we tested the net realisable
value of inventory items to recent selling
prices.
Verifying a sample of transactions on either
side of the accounting period to ensure they
were recorded in the correct period.
We also made enquiries of management, including
those outside the finance function, and considered the
results of our testing above to determine whether any
specific write downs were required.
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ZOONO GROUP LIMITED ABN 73 006 645 754
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE OWNERS OF
ZOONO GROUP LIMITED
Revenue Recognition
Refer to Note 4(s) “Revenue”
Under the group’s business model consideration is
sometimes received before the sale of goods occurs
and is recognised as deferred income. Revenue is
subsequently recognised when the goods are
delivered.
We focused on this matter as a key audit matter as
there is a risk that revenue may be recognised prior
to the sale of goods.
Going Concern
The consolidated financial statements have been
prepared on a going concern basis, which
contemplates continuity of normal trading activities
and realisation of assets and settlement of liabilities
in the normal course of business.
The company incurred a net loss of $2,418,984 and
net operating cash outflows of $2,881,547 for the
year ended 30 June 2019.
The Directors of the Company consider that the
cash flow projections and assumptions provided
support to the ability of the company to pay its debts
as and when they fall due and that there is no
requirement to raise additional capital to fund the
company’s daily operations.
Our procedures included, amongst others:
Obtaining an understanding of the key controls
in the revenue recognition cycle.
Obtaining a sample of contracts and tracing
the terms and conditions to ensure that
revenue was recognised in accordance with
accounting standards.
Verifying a sample of income in advance
released to sales to supporting documentation
to ensure the revenue was earned and
appropriately recognised.
Verifying a sample of transactions on either
side of the accounting period to ensure they
were recorded in the correct period.
Our procedures
following:
included amongst others
the
We obtained the cash flow forecast prepared
the period until 30
for
by management
September 2020.
We assessed the underlying assumptions and
inputs to the cash flow forecast.
We discussed the key assumptions used in the
cash flow forecast with management.
We reviewed the appropriateness of the going
financial
disclosures
the
in
concern
statements.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2019, but does not include the financial report and our
auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly
we do not express any form of assurance conclusion thereon In connection with our audit of the financial report.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to
be materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
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ZOONO GROUP LIMITED ABN 73 006 645 754
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE OWNERS OF
ZOONO GROUP LIMITED
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no
realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
–
–
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Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the
direction, supervision and performance of the Group audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
ZOONO GROUP LIMITED ABN 73 006 645 754
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE OWNERS OF
ZOONO GROUP LIMITED
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
We have audited the remuneration report included in pages 10 to 16 of the directors’ report for the year ended
30 June 2019.
In our opinion, the remuneration report of Zoono Group Limited for the year ended 30 June 2019 complies with
s 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with s 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.
Hall Chadwick
Level 40, 2 Park Street
Sydney, NSW 2000
DREW TOWNSEND
Partner
Dated: 19 August 2019
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ZOONO GROUP LIMITED
ABN 73 006 645 754
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
The following information is current as at 1 August 2019.
Distribution of Shareholders
Fully Paid Ordinary Shares
Holdings Ranges
1-1,000
1,001-5,000
5,001-10,000
10,001-100,000
100,001- and over
Totals
20 Largest Shareholders
Number
Holders
Units
163
493
255
516
130
30,903
1,423,046
2,093,956
18,290,375
141,474,427
%
0.019
0.871
1.282
11.200
86.628
1,557
163,312,707
100.000
No. Name
1
PAUL RUSSELL HYSLOP & MARGARET JANE MORGAN & NPT MEG
TRUSTEES LIMITED
MR EELCO WIERSMA
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
CITICORP NOMINEES PTY LIMITED
JB ADVISORY PTY LIMITED
LEWIS ANDREW CRAIG MACKINNON
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NOELENE RAMSAY
MR JIEXIONG WEN
2
3
4
5
6
7
8
9
10 MR IAN STUART WATSON & MRS CATHERINE JANE WATSON
11 MR TONY ADAMS
12
COLENEW PTY LIMITED
13 MR CHRISTOPHER IAN SWITZER
ALAN S CAMERON PTY LTD
14
CUSTODIAL SERVICES LIMITED
15
ODONNELL FAMILY PTY LTD
16
BNP PARIBAS NOMINEES PTY LTD
17
18
CELINE-MARIE LAMBERTON
19 MS MARIE TANIA GENN
20
FARR PTY LTD
Number of
Ordinary
Shares Held
% of
Issued
Capital
83,358,000
8,892,696
5,603,182
2,171,006
1,750,000
1,500,000
1,157,599
1,005,000
1,000,000
800,000
800,000
750,000
732,000
675,000
666,200
620,000
609,626
592,754
591,300
565,000
113,839,363
51.042%
5.445%
3.431%
1.329%
1.072%
0.918%
0.709%
0.615%
0.612%
0.490%
0.490%
0.459%
0.448%
0.413%
0.408%
0.380%
0.373%
0.363%
0.362%
0.346%
69.706%
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ZOONO GROUP LIMITED
ABN 73 006 645 754
Substantial Holders
The following shareholders are substantial holders:
Holder Name
Paul Russell Hyslop & Margaret Jane Morgan &
NPT Meg Trustees Limited
Mr. Eelco Wiersma
Voting Rights
Number of
Shares
% Voting
Power
83,358,000
8,892,696
51.04%
5.44%
Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a
meeting or by proxy has one vote on a show of hands. There are no other classes of equity securities.
Unmarketable Holders
There are 694 shareholders holding less than a marketable parcel of shares based on the closing
price of AUD 0.085 on 31 July 2018 representing a total of 1,659,820 shares.
Restricted Securities
The Company has the 300,000 fully paid ordinary restricted securities which are voluntarily escrowed for 24
months to 15 March 2021.
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ZOONO GROUP LIMITED
ABN 73 006 645 754
CORPORATE DIRECTORY
Directors
Paul Hyslop, Managing Director
Don Clarke, Non-Executive Director
Elissa Hansen, Non-Executive Director
Company Secretary
Elissa Hansen
Management
Paul Ravlich, Chief Financial Officer
Lew MacKinnon, Chief Operating Officer
Registered Office
Level 12
225 George Street
Sydney, NSW, 2000
Ph: +61 2 8042 8481
Principle Place of Business
31E Hannigan Drive St Johns
Auckland 1072 New
Zealand
Ph: +64 21 659 977
E: info@zoono.com
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Auditors
Hall Chadwick Pty
Limited Level 40, 2
Park Street
Sydney, NSW, 2000
ASX Code
ZNO
Share Registry
Boardroom Pty Limited Level 12
225 George Street
Sydney, NSW, 2000
Telephone +61 2 9290 9600
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