ZOONO GROUP LIMITED Address: Level 8, 210 George Street, Sydney NSW 2000
ABN: 73 006 645 754 · Web: www.zoono.com
Appendix 4E
Preliminary Final Report
1.
Company details
Name of entity:
Zoono Group Limited
ABN:
73 006 645 754
Reporting period:
For the year ended 30 June 2024
Previous period:
For the year ended 30 June 2023
2.
Results for announcement to the market
30 June 2024
Revenues from ordinary activities
Down
NZ$2,287,265
(68.6%)
to
NZ$1,049,321
Loss from ordinary activities after tax
attributable to the owners of the Group
Down (NZ$8,834,795)
(2,521.4%)
to (NZ$9,185,193)
Loss for the year attributable to the
owners of the Group
Down (NZ$8,834,795)
(2,521.4%)
to (NZ$9,185,193)
Dividend Information
Zoono Group has elected not to pay a dividend with respect to the 2024 year.
Comments
The loss for the Group after providing for income tax amounted to NZ$9,088,364 (30 June
2023: Loss NZ$406,020).
Refer to ‘Financial Performance’ 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 19 of the 30 June 2024 financial report and accompanying notes for Zoono
Group Limited.
4.
Statement of Financial Position with Notes to the Statement
Refer to page 20 of the 30 June 2024 financial report and accompanying notes for Zoono
Group Limited.
5.
Statement of Changes in Equity with Notes to the Statement
Refer to pages 21 - 22 of the 30 June 2024 financial report and accompanying notes for
Zoono Group Limited.
6.
Statement of Cash Flows with Notes to the Statement
Refer to page 23 of the 30 June 2024 financial report and accompanying notes for Zoono
Group Limited
7.
Net tangible assets
30 June 2024 30 June 2023
Net tangible assets per security
NZ$0.04088
NZ$0.06617
8.
Control gained over entities
Refer to Note 26 of the 30 June 2024 financial report and the accompanying notes for Zoono
Group Limited.
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
Not applicable.
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 2024 financial statements and accompanying notes for Zoono Group Limited
have been audited and are not subject to any disputes or qualifications. Refer to pages 51 -
54 of the 30 June 2024 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 2024 is attached.
16.
Signed
__________________________
Date: 21 August 2024
Paul Hyslop
Managing Director
ZOONO GROUP LIMITED
ANNUAL REPORT
2024
ZOONO GROUP LIMITED AND CONTROLLED ENTITIES
ABN 73 006 645 754
ANNUAL REPORT FOR THE YEAR ENDED
30 JUNE 2024
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
CONTENTS
MANAGING DIRECTOR’S REVIEW................................................................................... 3
DIRECTORS’ REPORT ..................................................................................................... 5
REMUNERATION REPORT (AUDITED) ........................................................................... 13
AUDITOR’S STATEMENT OF INDEPENDENCE ................................................................ 18
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE
INCOME ...................................................................................................................... 19
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................................. 20
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................................. 21
CONSOLIDATED STATEMENT OF CASH FLOWS ............................................................. 23
NOTES TO THE FINANCIAL STATEMENTS ...................................................................... 24
CONSOLIDATED ENTITY DISCLOSURE STATEMENT………………………………………………………..49
DIRECTORS’ DECLARATION……………………………………………………………………………………………50
AUDITOR’S REPORT………………………………………………………………………………………………………51
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES………………………. …………….55
CORPORATE DIRECTORY……………………………………………………………………………………………….57
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
MANAGING DIRECTOR’S REVIEW
WE RECOGNISE THAT THESE LAST 12 MONTHS HAVE BEEN A CHALLENGING PERIOD FOR ZOONO
SHAREHOLDERS AND FIRSTLY, WANT TO THANK THOSE THAT CONTINUE TO SUPPORT US.
Firstly, I express my appreciation for the patience shown to date by shareholders. Sometimes it
seems to take an extraordinary amount of time to get testing completed, deals signed and most
importantly, orders secured. I know there’s an element of frustration within the shareholder group,
but I can assure you we’re going as fast as we can, whilst keeping our overheads under firm control.
The shelf-life extension technology developed in conjunction with OSY Group Limited, is becoming
increasingly important to the business, but we also remain committed to other market sectors such
as Hygiene, Healthcare Janitorial and Agriculture.
Good news is that we’ve completed testing on five soft fruits with a major UK supermarket chain
and, as a result, contracts have been signed and the first orders placed. For this chain alone, an extra
1-2 days shelf-life can save them £11m per annum, at a cost of approximately £1m to coat the food
trays, so from a cost/benefit analysis, this has been an easy decision for them.
We have now moved into other food groups and testing has commenced. The results are very
positive so far.
Negotiations and short form trials have commenced with other supermarket chains (along with
some market leading packaging manufacturers), and we expect news to follow within the next 12
months.
Whilst the past two years have been challenging, the focus remains on what we can control and, as a
result, we undertook a significant review of our structure, strategy and business operations this year
in the face of slowing industry demand post-COVID. We are now executing this plan and, whilst
results are slower than hoped for, the structure is in place for us to develop these new business
opportunities.
INDIA AND CHINA
We have several new distribution agreements signed in these regions and sales are encouraging. We
now have staff on the ground in both countries via 100% owned subsidiaries enabling us to
participate and bid for Government business.
We fully expect these two regions to contribute significantly to the revenue line in the coming 12
months.
OSY PARTNERSHIP
UK based OSY Group Limited (‘OSY’) are our exclusive partner in the shelf-life extension project. OSY
has followed on from the successful UK testing, with further trials in place in other countries. We
expect these trials to be converted into significant supply agreements within the next 12 months.
OSY shareholders have collectively invested significantly into Zoono Group via a placement early this
year.
Independently, OSY have also raised significant capital in the UK and have received Government
Grants for their expansion.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
CAPITAL RAISE AND PLACEMENTS
During the year Zoono undertook a rights issue and several placements. A$2,884,657 was raised
by the rights issue before issue costs. A further A$1,461,835 was raised from sophisticated
investors (including OSY parties taking a holding of 20MShares).
I personally extend my thanks all Zoono shareholders, staff, and stakeholders. We are all working
hard to maximise the potential of our products and returns to shareholders and, whilst we
recognise the volatility of our recent journey, we are well positioned to continue to capitalise on
opportunities into the future.
We look forward to keeping you informed of positive progress during the coming year.
PAUL HYSLOP
MANAGING DIRECTOR
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
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 2024.
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. PAUL HYSLOP
Managing Director
MR. DON CLARKE
Non-Executive Director
MS. ELISSA HANSEN
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$9,088,364 (2023: NZ$406,020 loss) for the financial year.
REVIEW OF OPERATIONS
Market conditions continue to remain challenging. The Company expects the present market
conditions to continue for the foreseeable future while many customers use their existing stocks of
Zoono products and/or adjust to the changing environment and public sentiment regarding the use
of anti-microbial products of the type produced by the Company. However, we see an improvement
occurring in our China and India markets and growth is set to occur in our shelf-life extension
technology, where we have secured a major UK supermarket chain.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
GROWTH OPPORTUNITIES
Despite the challenging conditions, driving revenue growth is (and will continue to be) the key
focus across the Company. To that end, while the immediate sales outlook is difficult, the
Company is encouraged by a number of its sales initiatives which are on track to make a positive
contribution to revenues in FY25. Examples of those sales initiatives are below:
•
Zoono has completed trials with one of UK’s largest supermarket chains in an effort to
eliminate mould, reduce product degradation and improve shelf-life extension. We have
received the first order in Q1 FY25.
•
Discussions and a lot of interest is being shown with other supermarket chains as well as
packaging companies around the globe who are interested in the shelf-life extension
technology.
To support the Company's strategy on creating long-term sustainable revenues (and, therefore,
maintainable and growing returns to shareholders), the Company has over recent months:
• Further reviewed and refined the market sectors and products where the Company
believes it has a material commercial advantage;
• allocated priority to those opportunities offering the greatest potential for long-term
value creation; and
• increased its support of the commercialisation efforts of its strategic partners in shelf-life
extension technology.
THE MARKETS
UK
•
The Company announced that it had entered into an exclusive agency agreement with OSY
Group Limited (‘OSY’) to promote the sale of Zoono products for the food supply chain sector.
OSY has been working with the major UK supermarket chain over the last two years. Results
have shown that there is up to a 40% increase in shelf-life of soft fruits where the packaging has
been treated with Zoono products. For certain food categories, a one-day shelf-life extension
can reduce food waste by half. In conjunction with Zoono, OSY has developed a unique
application technology coat which permits Zoono products to be applied efficiently and
efficaciously during the production process to the surface of the packaging materials used for
soft fruits. Importantly, the process does not result in any degradation in the effectiveness of
the Zoono products and, as such, the shelf-life of the packaged product is enhanced without in
any way compromising compliance with all relevant food contact, quality and safety regulations
and standards.
•
The trials with the major UK supermarket chain focused on increasing the shelf-life of fresh food
and other products sold in its supermarkets have been completed with outstanding results. The
Company expects product sales to that supermarket customer to commence in Q1 FY25. The
Company is also confident of being able to successfully market its products (to extend the shelf-
life of fresh food and other products) to other supermarket chains and fresh food producers in
2025.
China
•
The Company has signed an agreement with an agricultural wholesale market company based
in Shanghai with pork slaughtering and quarantine facilities, and market revenues of NZ$4.5B.
The two companies will jointly promote strategic co-operation in promoting the application of
agricultural product market protection shield (forming a regular sterilization and disinfection
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
mechanism in the market to ensure a safe market environment) and agricultural product
protection net (used horizontally in different categories and vertically in the harvesting, storage,
transportation and sales stages of products) in China. Tests are underway in the wholesale
market to verify the effectiveness in the actual application environment.
•
The Company is also in discussions with a major Chinese pharmaceutical company with a
market capitalisation of approximately RMB10B. The discussions are around this company
launching OEM products under their own brand, and also adding Zoono technology to some of
their existing products.
India
•
Successful trials treating fungal diseases have been completed on mangoes in India. To date,
the trials have been successful with no fungal or bacterial disease identified on any mangoes 30
days after being treated with Zoono Z71. The Company has now undertaken further tests on
other fresh produce including apples, bananas, oranges, grapes, and pomegranates with great
results. Small orders and sales have commenced and are steadily growing.
WORKING CAPITAL
Zoono announced a rights issue in December 2023 which raised NZ$3.1M in new funding for the
Company, before issue costs.
In addition, the Company raised A$1,461,835 from sophisticated investors, including A$367,000
from parties associated with OSY.
With the success of its cost reduction program, in conjunction with having the benefit of the above
sources of funds, the Company is confident that it has sufficient funding to meet its business
objectives. However, the Board is fully aware that the Company's working capital position remains
dependent on the future success of its sales and marketing efforts, and cash receipts from
customers, over the next several quarters.
LEGAL
The Company is currently being prosecuted by the Commerce Commission for allegedly
unsubstantiated representations made about its hand sanitiser and microbe shield surface spray
contrary to section 12A of the Fair Trading Act 1986. Zoono believes it has complied fully with its
legal obligations and intends to strenuously defend the action. Zoono’s public representations
concerning the efficacy and durability of its products have been made in reliance of over 200
independent tests undertaken by laboratories worldwide in accordance with recognised standards.
THE FOCUS
The Company’s strategy remains focused on creating long-term sustainable growth which produces
consistent, maintainable and growing returns to the shareholders. The key initiatives to support
these efforts include:
•
prioritisation of opportunities offering the greatest potential for long-term value creation
(which, by definition, must include better identifying those market sectors and products
where the Company believes it has a material commercial advantage);
•
determining how the Company can best leverage its opportunities and tailor its messages for
the different market segments;
•
growing existing key customers and revenue streams in each of the Company’s core markets;
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
and
•
supporting the commercialisation efforts of our strategic partners through its shelf-life
extension technology.
The Company remains optimistic about the future of long-lasting antimicrobial coating
technology. We believe our technology fundamentally offers a more sustainable and more cost-
effective solution than incumbent offerings. We will continue to change habits, perceptions and
grow market share across our core geographies (Oceania, Americas, UK, Europe, China) and
markets (facilities management, transportation, education, hospitality and healthcare). We
continue to be focused on the following areas:
Packaging: We have run successful trials with companies in both the UK and South Africa to
extend the shelf-life of produce and continue to progress these commercialisation efforts to
markets around the globe.
Mould Remediation and Protection: We have relaunched our Mould Remediation and
Protection products. Feedback from customers to date has been incredibly supportive.
Despite the recent difficulties, we are focussed on what we can control. To that end, we undertook a
significant review of our strategy and business operations in the face of slowing demand. Key
outcomes included improved clarity and renewed focus on our core markets and segments, refining
our route to market, reducing overheads, and strengthening both the communication of our value
proposition and key strategic partnerships.
FINANCIAL PERFORMANCE
In the 12 months to 30 June 2024, the Group experienced a decrease in revenue of NZ$2,287,265
(68.6% decrease) to NZ$1,049,321 compared to the previous year, largely caused by COVID,
disruptions around the world and an overordering of product in April 2020.
Gross profit achieved was NZ$274,345 (26.1% of revenue) in the current year compared to
NZ$1,710,256 (51.3% of revenue) in the previous year.
The decrease in Gross Profit was directly due to decreased revenues, and more volume sales at lower
gross margins compared to the previous year, especially with our online promotions.
Operating costs increased by NZ$1,904,371 (25.3% increase) compared to FY23 primarily as a result
of fully provisioning and writing-off some of our plastic stock of NZ$5,053,503 (FY23: NZ$350,000).
Without these charges our operating costs would have decreased by NZ$2,542,054 or 35.4% over the
prior year.
The consolidated Group net loss after tax for the year was NZ$9,088,364 compared to a loss of
NZ$406,020 in the previous year (impacted by the plastic stock obsolescence provision of
NZ$5,053,503).
CAPITAL MANAGEMENT
Operating cash flow was a net cash outflow of NZ $3,162,925 in the current year, a decrease of
NZ$722,256 on the previous year.
This was predominately due to a combination of lower cash receipts for the year and lower operating
costs due to the restructuring undertaken and in particular a reduction in employee costs of
NZ$943,517 and professional fees of NZ$881,461.
The Group ended the year with NZ$1,961,284 in cash reserves compared to NZ$826,495 in the
previous year, an increase of NZ$1,134,789 primarily as a result of additional capital raised during the
year.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
DIVIDENDS
No dividends were paid, recommended or declared during the financial year.
FINANCIAL REVIEW
Zoono Group Limited continued to make strategic, operational and financial progress during the
year, despite a difficult international climate.
On a consolidated basis, the Group delivered:
•
Revenue: NZ$1.0m (FY23: NZ$3.3m)
•
EBITDA loss: NZ$8.778m (FY23: NZ$0.372m EBITDA loss)
BALANCE SHEET
The Group continues to maintain a good balance sheet position with net assets of NZ$6.8m
compared to the prior period of NZ$11.0m and no bank debt.
EMPLOYEE OPTIONS
During the year no employee options were issued to directors or non-director employees.
Option holders do not have any rights to participate in any issue of shares or other interests of the
Company or any other entity.
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
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.
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 FOR APPLICATION IN FUTURE PERIODS
The AASB has issued a number of new and amended Accounting Standards and Interpretations that
have mandatory application dates for future reporting periods, some of which are relevant to the
Group.
The Group has decided not to early adopt any of the new and amended pronouncement as the
Group assessed that the new and amended pronouncements have no material impact on the Group.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
INFORMATION ON DIRECTORS
MR. PAUL HYSLOP
MANAGING DIRECTOR
Paul founded Zoono Group in 2007 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:
104,447,500 Ordinary shares; 4,963,168 Options
DIRECTORSHIPS OF OTHER LISTED COMPANIES IN THE PAST THREE YEARS:
None
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 first-hand 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:
506,250 Ordinary shares; 22,500 Options
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
DIRECTORSHIPS OF OTHER LISTED COMPANIES IN THE PAST THREE YEARS:
Non-Executive Director, Webjet Limited (appointed January 2008)
MS. ELISSA HANSEN, B.COM, GRAD DIP APPLIED CORPORATE GOVERNANCE, GAICD AND FGAI
INDEPENDENT NON-EXECUTIVE DIRECTOR
Elissa has over 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:
500,625 Ordinary shares; 22,250 Options
DIRECTORSHIPS OF OTHER LISTED COMPANIES IN THE PAST THREE YEARS:
Non-Executive Director, QMines Limited (appointed August 2020)
Non-executive Director, Aeeris Limited (appointed May 2022)
MEETING OF DIRECTORS
The number of board meetings of Zoono Group Limited directors held during the financial year
ended 30 June 2024, and the number of meetings attended by each director were:
DIRECTORS MEETINGS
AUDIT & RISK COMMITTEE
MEETINGS
ATTENDED
ELIGIBLE TO ATTEND
ATTENDED
ELIGIBLE TO ATTEND
Paul Hyslop
4
4
-
-
Don Clarke
4
4
2
2
Elissa Hansen
4
4
2
2
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 and 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$99,081 have been paid or accrued by the
Group.
REGULATION
Zoono and it proposed 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 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
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
another jurisdiction because it fails to meet that jurisdiction’s 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.
PROCEEDINGS ON BEHALF OF THE GROUP
The Company is currently being prosecuted by the Commerce Commission for allegedly
unsubstantiated representations made about its hand sanitiser and microbe shield surface spray
contrary to section 12A of the Fair Trading Act 1986. Zoono believes it has complied fully with its
legal obligations and intends to strenuously defend the action. Zoono’s public representations
concerning the efficacy and durability of its products have been made in reliance of over 200
independent tests undertaken by laboratories worldwide in accordance with recognised
standards.
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 independence in accordance with APES 110: Code of Ethics for Professional
Accountants set by the Accounting Professional and Ethical Standards Board.
There were no non-audit services rendered during the year ended 30 June 2024.
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 2024.
Signed in accordance with a resolution of the directors.
Paul Hyslop
Managing Director
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
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 Board, and the current 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 Company
may establish a Remuneration Committee to undertake this role.
The full Board oversees the Group’s 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 it 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.
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 (if any) and takes into account the fees paid to non-executive directors of
comparable companies, when undertaking the annual review process.
Directors’ remuneration is inclusive of committee fees. The following net annual fees paid to non-
executive directors are:
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
FIXED FEES (NZ$)
1 JULY 2023 - 30 JUNE 2024
$
1 JULY 2022 - 30 JUNE 2023
$
Base Fee
Non-executive directors
$85,7191
$83,7321
NOTES:
1. The net annual fee paid was AU$80,000 and has been converted at an average exchange rate of 1.07149
(2023:1.06893).
Company executive and executive director remuneration
Remuneration for executives and executive directors consists of fixed remuneration, short-term
incentive payments and options issued.
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.
Paul Hyslop - Managing Director
Lew MacKinnon - Group Chief Operating Officer
Paul Ravlich - Group 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.
Page | 15
ZOONO GROUP LIMITED ANNUAL REPORT 2024
Table 1: Details of Remuneration 2024 – Directors and Key Management Personnel
Table 2: Details of Remuneration 2023 – 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
STI
Payments
Termination
Benefits
Prescribed
Benefits
Shares
$NZD
$NZD
$NZD
$NZD
$NZD
$NZD
Year ended 30 June 2023
Executive directors
Paul Hyslop 1
300,000
-
-
-
-
300,000
-
-
Non-Executive directors
Don Clarke
83,732
-
-
-
-
83,732
-
-
Elissa Hansen
83,732
-
-
-
-
83,732
-
-
Other key management personnel
Barry Woolcott
210,261
218,152
428,413
50.92%
Lew Mackinnon
165,870
12,000
5,199
183,069
6.55%
2.84%
Paul Ravlich
236,900
24,700
1,800
10,398
273,798
9.02%
3.80%
Total
1,080,495
36,700
1,800
233,749
1,352,744
2.71%
17.28%
1 Managing Director’s fee was reduced to a fee of NZ$300,000 per annum, effective 1 June 2022
SHORT-TERM
BENEFITS
OTHER BENEFITS
SHARE-BASED
PAYMENTS
TOTAL
PERCENTAGE
PERFORMANCE
BASED
BONUS
PAYMENTS
PERCENTAGE
SHARE-BASED
PAYMENTS
Cash Salary
& Fees
STI
Payments
Termination
Benefits
Prescribed
Benefits
Shares
$NZD
$NZD
$NZD
$NZD
$NZD
$NZD
Year ended 30 June 2024
Executive directors
Paul Hyslop
300,000
-
-
-
-
300,000
-
-
Non-Executive directors
Don Clarke
85,719
-
-
-
-
85,719
-
-
Elissa Hansen
85,719
-
-
-
-
85,719
-
-
Other key management personnel
Lew Mackinnon
172,250
26,500
-
-
16,164
214,914
12.33%
7.52%
Paul Ravlich
300,000
55,000
-
1,800
27,430
384,230
14.31%
7.14%
Total
943,688
81,500
-
1,800
43,594 1,070,582
7.61%
4.08%
Page | 16
ZOONO GROUP LIMITED ANNUAL REPORT 2024
3. SERVICE AGREEMENTS
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 may consider engaging the services
of a remuneration consultant to conduct an independent assessment of the remuneration
packages negotiated with its executive director.
The following is a summary of the current major provisions of the agreements relating to
remuneration of Executive Directors in NZ Dollars:
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
Fee: $300,000
Term: Two years
Review: Annually
Paul also holds 4,963.167 Share options exercisable at A$0.10 issued as free attaching options under
the 2023 Rights Issue.
LEW MACKINNON
CHIEF OPERATIONS OFFICER
Employment Conditions
Commencement Date: 1 June 2017
Base Remuneration: $120,000
Other Benefits: Car allowance
Term: One year
Review: Annually
1,175,000 Employee Share options of were issued on 30 September 2022, exercisable at A$0.35 and
expiring 30 September 2025 and 2026. Lew also holds 193,632 Share options exercisable at $A0.10
issued as free attaching options under the 2023 Rights Issue.
PAUL RAVLICH
CHIEF FINANCIAL OFFICER
Employment Conditions
Commencement Date: 1 May 2017
Fee: $300,000
Other Benefits: Bonus of A$50,000 (paid in shares or cash).
Term: One year
Review: Annually
2,175,000 Employee Share options were issued on 30 September 2022, exercisable at A$0.35 and
expiring 30 September 2025 and 2026. Paul also holds 100,000 Share options exercisable at A$0.10
issued as free attaching options under the 2023 Rights Issue.
Page | 17
ZOONO GROUP LIMITED ANNUAL REPORT 2024
4. VOTING AND COMMENTS MADE AT THE COMPANY LAST ANNUAL GENERAL MEETING
The resolution to adopt Zoono Group Limited’s Remuneration Report for the financial year ended 30
June 2023 was passed by way of a poll with a 90.27% ‘yes’ vote. The Company received no specific
feedback on Remuneration Report either at the Annual General Meeting or at other times.
Page | 19
ZOONO GROUP LIMITED ANNUAL REPORT 2024
CONSOLIDATED STATEMENT OF PROFIT
AND LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
Note
2024
2023
NZ$
NZ$
Revenue
5
1,049,321
3,336,586
Cost of sales
(774,976)
(1,626,330)
Gross profit
274,345
1,710,256
Other revenue
5
62,255
5,119,463
Administration expenses
(1,047,185)
(1,291,888)
Depreciation/Amortisation expenses
(232,148)
(255,365)
Directors’ fee
(172,248)
(167,464)
Employee costs
(603,430)
(1,546,947)
Finance costs
(78,152)
(63,669)
Management fee
Stock obsolescence provision and write-offs
(300,000)
(5,053,503)
(300,000)
(350,000)
Professional fees
(895,618)
(1,777,079)
Share based payments
(452,880)
(591,983)
Selling and distribution expenses
(108,458)
(339,006)
Marketing expenses
(73,294)
(317,738)
Listing expenses and other acquisition costs
(115,525)
(63,026)
Compliance costs
(20,560)
(11,774)
Other expenses
(271,963)
(444,654)
Loss before Income tax
(9,088,364)
(690,874)
Income tax benefit
7
-
284,854
Loss after income tax
6
(9,088,364)
(406,020)
Other comprehensive income/(loss)
Exchange differences on translation of foreign operations
(96,829)
(515,318)
Total other comprehensive income/(loss)
(96,829)
(515,318)
Total comprehensive income/(loss)
(9,185,193)
(921,338)
Profit/(loss) attributable to:
Owners of the parent entity
(9,185,193)
(350,398)
Non-controlling interest
-
(55,622)
(9,185,193)
(406,020)
Total comprehensive income/(loss) attributable to:
Owners of the parent entity
(9,185,193)
(892,511)
Non-controlling interest
-
(28,827)
(9,185,193)
(921,338)
Earnings per share attributable to the ordinary equity holders
of the company
Basic earnings per share (cents)
23
(4.14)
(0.21)
Diluted earnings per share (cents)
23
(4.14)
(0.21)
Page | 20
ZOONO GROUP LIMITED ANNUAL REPORT 2024
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
Note
2024
2023
NZ$
NZ$
CURRENT ASSETS
Cash and cash equivalents
22(a)
1,961,284
826,495
Trade and other receivables
8
368,702
431,688
Inventories
9
6,198,989
11,692,177
Other assets
13
78,521
155,178
TOTAL CURRENT ASSETS
8,607,496
13,105,538
NON-CURRENT ASSETS
Plant and equipment
10
519,658
591,334
Intangible assets
11
234
3,042
Right of use assets
12
713,151
871,887
TOTAL NON-CURRENT ASSETS
1,233,043
1,466,263
TOTAL ASSETS
9,840,539
14,571,801
CURRENT LIABILITIES
Trade and other payables
14
800,201
1,080,102
Lease liabilities
12
161,988
153,586
Current tax liabilities
11,704
11,700
Provisions
15
37,528
45,970
TOTAL CURRENT LIABILITIES
1,011,421
1,291,358
NON-CURRENT LIABILITIES
Lease liabilities
12
632,006
791,454
Provisions
15
1,373,540
1,439,708
TOTAL NON-CURRENT LIABILITIES
2,005,546
2,231,162
TOTAL LIABILITIES
3,016,967
3,522,520
NET ASSETS
6,823,572
11,049,281
EQUITY
Issued capital
16
19,546,754
14,933,001
Reserves
17
275,849
128,202
Accumulated losses
(12,999,031)
(4,011,922)
Equity attributable to owners of the parent entity
6,823,572
11,049,281
TOTAL EQUITY
6,823,572
11,049,281
Page | 21
ZOONO GROUP LIMITED ANNUAL REPORT 2024
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023
ISSUED
CAPITAL
RESERVES ACCUMULATED
LOSSES
NON-
CONTROLLING
INTERESTS
TOTAL
NOTE
ORDINARY
SHARES
FOREIGN
CURRENCY
TRANSLATION
SHARED
BASED
PAYMENT
RESERVE
NZ$
NZ$
NZ$
NZ$
NZ$
NZ$
Balance at 1 July 2022
13,723,690
(57,506)
559,842
(3,157,428)
(806,923)
10,261,675
Profit/(loss) for the year
-
-
-
(350,398)
(55,622)
(406,020)
Other comprehensive
income for the year
-
(542,113)
-
-
26,795
(515,318)
Total comprehensive
income for the year
-
(542,113)
-
(350,398)
(28,827)
(921,338)
Transactions with owners in their
capacity as owners:
Acquisition of non-
controlling interest
Shares issued net of
issue costs
16
-
1,006,004
(85,276)
(750,474)
835,750
-
1,006,004
Transfer to retained
earnings
-
-
(246,378)
246,378
-
-
Share based payments
17
203,307
-
499,633
-
-
702,940
Total transactions with
owners
1,209,311
(85,276)
253,255
(504,096)
835,750
1,708,944
Balance at 30 June 2023
14,933,001
(684,895)
813,097
(4,011,922)
-
11,049,281
Page | 22
ZOONO GROUP LIMITED ANNUAL REPORT 2024
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
ISSUED
CAPITAL
RESERVES
ACCUMULATED
LOSSES
NON-
CONTROLLING
INTERESTS
TOTAL
NOTE
ORDINARY
SHARES
FOREIGN
CURRENCY
TRANSLATION
SHARED
BASED
PAYMENT
RESERVE
NZ$
NZ$
NZ$
NZ$
NZ$
NZ$
Balance at 1 July 2023
14,933,001
(684,895)
813,097
(4,011,922)
-
11,049,281
Profit/(loss) for the year
-
-
-
(9,088,364)
-
(9,088,364)
Other comprehensive
income for the year
-
(96,829)
-
-
-
(96,829)
Total comprehensive
income for the year
-
(96,829)
-
(9,088,364)
-
(9,185,193)
Transactions with owners in
their capacity as owners:
Shares issued net of
issue costs
16
4,613,753
-
-
-
-
4,613,753
Transfer to retained
earnings
-
-
(101,255)
101,255
-
-
-
Share based payments
17
-
-
345,731
-
-
345,731
Total transactions with
owners
4,613,753
-
244,476
101,255
-
4,959,484
Balance at 30 June 2024
19,546,754
(781,724) 1,057,573
(12,999,031)
-
6,823,572
Page | 23
ZOONO GROUP LIMITED ANNUAL REPORT 2024
CONSOLIDATED STATEMENT OF CASH
FLOWS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
Note
2024
2023
NZ$
NZ$
CASH FLOWS FROM OPERATING ACTIVITIES:
Receipts from customers
1,170,202
4,226,975
Payments to suppliers and employees
(4,259,335)
(8,238,535)
Interest received
4,360
-
Finance cost
(78,152)
(63,669)
Income tax paid
-
190,048
Net cash used in operating activities
22(b)
(3,162,925)
(3,885,181)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of plant and equipment
703
-
Payments for acquisition of business
15
(64,876)
(58,511)
Net cash used in investing activities
(64,173)
(58,511)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans
Proceeds from issuance of shares
Repayment of loans
Repayment of borrowings and lease liabilities
1,028,500
4,506,604
(1,028,500)
(151,046)
-
1,116,961
-
(166,202)
Net cash used in financing activities
4,355,558
950,759
Net increase in cash held
1,128,460
(2,992,933)
Effects of foreign exchange on cash balance
6,329
160,063
Cash and cash equivalents at beginning of year
826,495
3,659,365
Cash and cash equivalents at end of year
22(a)
1,961,284
826,495
Page | 24
ZOONO GROUP LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL
STATEMENTS
1. 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.
2. 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 8, 210 George Street Sydney NSW 2000 Australia.
The Consolidated financial statements of the Group as at and for the year ended 30 June 2024
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 2024 were approved and
authorised for issue by the board of Directors on 21 August 2024.
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.
Going Concern
Notwithstanding the group incurred a loss after tax of $9,088,364 and net cash outflows from
operating activities of $3,162,925 for the year ended 30 June 2024, the financial report has been
prepared on the going concern basis, which assumes the continuity of normal business activities and
the realisation of assets and settlement of liabilities in the ordinary course of business.
In making this assessment, the directors have considered:
•
The group held cash and cash equivalents of $1,961,284 as at 30 June 2024;
•
The plans and forecasts reviewed by the directors for the next twelve months anticipate the
business will continue to produce improved results;
•
Effective working capital management including the ability to control and scale back any
expenditures and commitments to conserve cash resources if required.
The directors therefore are of the opinion that the group will be able to pay its debts as and when
they become due and payable, and no asset is likely to be realised for an amount less than the
amount at which it is recorded in the financial report.
Page | 25
ZOONO GROUP LIMITED ANNUAL REPORT 2024
Accordingly, no adjustments have been made to the financial report relating to the recoverability and
classification of recorded asset amounts or to the amounts and classification of liabilities that might
be necessary should the group not continue as a going concern.
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.
3. CHANGES IN ACCOUNTING POLICIES
New Accounting Standards for application in future periods
The AASB has issued a number of new and amended Accounting Standards and Interpretations that
have mandatory application dates for future reporting periods, some of which are relevant to the
Group. The Group has decided not to early adopt any of the new and amended pronouncements as
the Group assessed that the new and amended pronouncements have no material impact on the
Group.
4. MATERIAL 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.
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.
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.
Page | 26
ZOONO GROUP LIMITED ANNUAL REPORT 2024
(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 2024.
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 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.
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented
as “non-controlling interests”. The Group initially recognises non-controlling interests that are
present ownership interests in subsidiaries and are entitled to a proportionate share of the
subsidiary’s net assets on liquidation at either fair value or at the non-controlling interests’
proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling
interests are attributed their share of profit or loss and each component of other comprehensive
income. Non-controlling interests are shown separately within the equity section of the statement of
financial position and statement of comprehensive income.
(c) Business Combinations
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.
Page | 27
ZOONO GROUP LIMITED ANNUAL REPORT 2024
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.
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.
Page | 28
ZOONO GROUP LIMITED ANNUAL REPORT 2024
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.
(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
10 – 33%
Motor vehicles
30%
Furniture and equipment
13 – 33%
Computer equipment
48 – 67 %
Depreciation
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.
Page | 29
ZOONO GROUP LIMITED ANNUAL REPORT 2024
(i) Intangible Assets
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
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.
(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.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
(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
Provisions are recognised when the Group has a legal or constructive obligation, as a result of
past events, for which it is probable that an outflow of economic benefits will result, and that
outflow can be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation
at the end of the reporting period.
(n) Financial Instruments
Financial assets and financial liabilities are recognised when the Group become a party to the
contractual provisions of the financial instrument.
Financial assets are de-recognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and substantially all the risk and rewards are transferred. A
financial liability is de-recognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
The Group’s financial liabilities include borrowings, trade and other payables and contract liabilities.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction
costs unless the Group designated a financial liability at fair value through profit and loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method
except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at
fair value with gain or losses recognised in profit or loss (other than derivative financial instruments
that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported
in profit or loss are included within finance costs or finance income.
Financial assets are classified into one of the following categories:
➢ Fair value through profit or loss (FVTPL), or
➢ Fair value through other comprehensive income (FVOCI)
The classification is determined by both:
➢ The entity’s business model for managing the financial asset, and
➢ The contractual cash flow characteristics of the financial asset.
All revenue and expenses relating to financial assets that are recognised in profit or loss are
presented within finance costs, finance income or other financial items, except for impairment of
trade receivables which is presented within administration expenses.
In the periods presented the Group does not have any financial assets categorised as FVTPL and
FVOCI.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
Financial assets at amortised cost
Financial assets are measured at amortised cost if the asset meet the following condition (and are
not designated as FVTPL):
They are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows, and
The contractual terms of the financial assets give rise to cash flows that are solely payment of
principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial.
Impairment of financial assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well
as contract assets and records the loss allowance as lifetime expected credit losses. These are the
expected shortfalls in contractual cash flows, considering the potential for default at any point during
the life of the financial instrument. In calculating, the Group uses its historical experience, external
indicators and forward-looking information to calculate the expected credit losses using a provision
matrix.
The Group assess impairment of trade receivables on a collective basis as they possess shared credit
risk characteristics they have been grouped based on the days past due.
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and contract liabilities.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction
costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method
except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at
fair value with gain or losses recognised in profit or loss (other than derivative financial instruments
that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported
in profit or loss are included within finance costs or finance income.
(o) Receivables
Trade receivable are initially recognised at fair value and subsequently measured at amortised cost
using the effective interest method, less any allowance for impairment.
(p) 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.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
(q) 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.
(r) 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 when the removal from the warehouse occurs 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.
(s) 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
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.
(t) 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.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
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.
(u) 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.
(v) Leases
At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease
present, a right-of-use asset and a corresponding lease liability is recognised by the Group where the
Group is a lessee. However, all contracts that are classified as short-term leases (i.e. a lease with a
remaining lease term of 12 months or less) and leases of low-value assets are recognised as an
operating expense on a straight-line basis over the term of the lease.
Initially, the lease liability is measured at the present value of the lease payments still to be paid at
commencement date. The lease payments are discounted at the interest rate implicit in the lease. If
this rate cannot be readily determined, the Group uses the incremental borrowing rate.
The right-of-use assets comprise the initial measurement of the corresponding lease liability as
mentioned above, any lease payments made at or before the commencement date, as well as any
initial direct costs. The subsequent measurement of the right-of-use assets is at cost less
accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or useful life of the underlying asset,
whichever is the shortest. Where a lease transfers ownership of the underlying asset, or the cost of
the right-of-use asset reflects that the Group anticipates to exercise a purchase option, the specific
asset is depreciated over the useful life of the underlying asset.
(w) Comparative information
Comparative figures are, where appropriate, reclassified to be comparable with the figures
presented for the financial year.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
5. REVENUE AND OTHER INCOME
CONSOLIDATED
2023
NZ$
2023
NZ$
Revenue from operating activities
Operating activities
- Revenue from sale of goods/contracts with customers
1,049,321
3,336,586
Total revenue from operating activities
1,049,321
3,336,586
Other income
- Dividends received
364
303
- Contingent consideration gain
-
4,795,781
- Interest received
4,360
4,944
- Expenses recovery
57,531
318,435
Total other income
62,255
5,119,463
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
CONSOLIDATED
2024
NZ$
2023
NZ$
Loss before income tax has been determined after:
Depreciation
229,340
252,789
Amortisation
2,808
2,576
Expected credit loss allowance
(5,926)
138,891
Salary costs (including directors’ fees and management fees)
1,075,678
2,014,441
Interest on borrowings
34,602
14,669
Net foreign exchange (gain) and losses
(93,034)
(12,893)
AASB 16 related amounts recognised in the statement of profit or loss:
Depreciation charge related to right of use assets
158,736
174,181
Interest expense on lease liabilities
43,550
49,000
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
7. INCOME TAX
The prima facie tax payable on loss is reconciled to the income tax expense as follows:
CONSOLIDATED
2024
NZ$
2023
NZ$
Prime facie tax payable on loss before income tax at 25%
(2023: 26%)
(2,272,091)
(179,627)
Add: tax effect of:
- Other assessable and non-allowable items
- Reduction in US purchase price
458,362
-
579,748
(1,007,114)
- Net of current year tax losses not recognised and
deductible items
(856,282)
(540,838)
- Deferred tax losses not recognised in accounts
2,704,674
1,233,452
- Utilisation of carry-forward losses
-
(186,480)
- Effect of foreign exchange rates and different tax rates
(34,663)
(183,995)
Income tax expense/(benefit)
-
(284,854)
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$20,084,832 to 30 June 2024.
The net deferred tax asset will only be obtained if:
(a) the Company derives future assessable income of a nature and of an amount sufficient to
enable the benefit from the deductions for the loss to be realised;
(b) the Company continues to comply with the conditions for deductibility imposed by law; and
(c) no changes in tax legislation adversely affect the Company in realising the benefit from the
deduction of the loss.
Consequently, no deferred tax asset has been recognised.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
8. TRADE AND OTHER RECEIVABLES
CONSOLIDATED
2024
NZ$
2023
NZ$
Trade receivables
227,396
400,674
Provision for expected credit loss
(132,965)
(138,891)
94,431
261,783
Net GST/VAT receivable
258,448
118,358
Other receivables
15,823
51,547
368,702
431,688
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 2024 and 30 June 2023.
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.
PAST DUE BUT NOT IMPARIED (DAYS OVERDUE)
TOTAL
< 30
31–60
61–90
> 90
NZ$
NZ$
NZ$
NZ$
NZ$
2024
Expected Loss Rate
0.0%
0.40%
0.40%
94.9%
Trade and term receivables
11,184
49,694
26,705
139,813
227,396
Other receivables
-
(198)
(107)
(132,660)
(132,965)
Total
11,184
49,496
26,598
7,153
94,431
2023
Expected Loss Rate
0.0%
0.40%
0.40%
99.2%
Trade and term receivables
217,625
3,676
125,242
54,131
400,674
Other receivables
-
(15)
(501)
(138,375)
(138,891)
Total
217,625
3,661
124,741
(84,244)
261,783
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
9. INVENTORIES
CONSOLIDATED
2024
NZ$
2023
NZ$
Finished goods at cost
6,198,989
11,692,177
6,198,989
11,692,177
10. PLANT AND EQUIPMENT
CONSOLIDATED
2024
NZ$
2023
NZ$
Plant and equipment:
Plant and equipment at cost
740,558
740,587
Accumulated depreciation
(253,914)
(198,046)
486,644
542,541
Furniture and equipment:
Furniture and equipment at cost
84,605
84,489
Accumulated depreciation
(57,333)
(52,045)
27,272
32,444
Computer equipment:
Computer equipment at cost
79,620
81,399
Accumulated depreciation
(73,878)
(65,050)
5,742
16,349
Total plant and equipment
519,658
591,334
(a) 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
Furniture and
equipment
Computer
equipment
Total
NZ$
NZ$
NZ$
NZ$
Balance at 1 July 2023
542,541
32,444
16,349
591,334
Disposals – written down value
-
-
(703)
(703)
Depreciation expense
(55,488)
(5,220)
(9,896)
(70,604)
Foreign exchange
(409)
48
(8)
(369)
Carrying amount at 30 June 2024
486,644
27,272
5,742
519,658
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
Plant and
equipment
Furniture and
Equipment
Computer
equipment
Total
NZ$
NZ$
NZ$
NZ$
Balance at 1 July 2023
598,640
38,434
29,688
666,762
Additions
1,035
2,981
977
4,993
Depreciation expense
(57,134)
(8,971)
(14,316)
(80,421)
Carrying amount at 30 June 2023
542,541
32,444
16,349
591,334
11. INTANGIBLE ASSETS
CONSOLIDATED
2024
NZ$
2023
NZ$
Website Development:
Website development at cost
78,450
78,450
Accumulated amortization
(78,216)
(75,408)
234
3,042
(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:
WEBSITE
DEVELOPMENT
TOTAL
NZ$
NZ$
Balance as at 1 July 2023
3,042
3,042
Amortisation expense
(2,808)
(2,808)
Foreign exchange
-
-
Impairment expense
-
-
Carrying amount at 30 June 2024
234
234
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
12. LEASES
CONSOLIDATED
2024
NZ$
2023
NZ$
a. Right of use assets
Buildings
713,151
871,887
713,151
871,887
b. Lease liabilities
Current
161,988
153,586
Non-current
632,006
791,454
793,994
945,040
13. OTHER ASSETS
Current
Prepayments
78,521
155,178
78,521
155,178
14. TRADE AND OTHE PAYABLES
CONSOLIDATED
2024
NZ$
2023
NZ$
Trade payables
375,823
527,638
Sundry creditors and accruals
151,229
284,976
Other payables
8,780
2,636
Income in advance
264,369
264,852
800,201
1,080,102
15. PROVISIONS
CONSOLIDATED
2024
NZ$
2023
NZ$
CURRENT
Employee benefit
37,528
45,970
NON-CURRENT
Contingent consideration
1,373,540
1,439,708
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
Provision for employee benefits
Provision for employee benefits represents amounts accrued for annual leave.
The current portion for this provision includes the total amount accrued for annual leave
entitlements that have vested due to employees having completed the required period of
service. Based on past experience, the Group does not expect the full amount of annual leave
balances classified as current liabilities to be settled within the next 12 months. However, these
amounts must be classified as current liabilities since the Group does not have an unconditional
right to defer the settlement of these amounts in the event employees wish to use their leave
entitlement.
Provision for contingent consideration
With the major downturn in the Company’s business in the US, the Company has successfully re-
negotiated its agreement back in June 2020 pursuant to which it bought back the US business
from its US distributor, Zoono USA LLC.
The revised terms are:
•
the consideration payable is US$910,000
•
the consideration is payable in the form of US$60,000 over the next two quarters plus a 10%
royalty charge (previously 15%) on future sales by the US business (up to a cumulative sales cap
of US$8,500,000) and
•
all legacy issues (other than in respect of stock bought back by the Company) which occurred
prior to 1 November 2020 shall remain the responsibility of Zoono USA LLC and, if the Company
incurs any future liabilities relating to such matters, the Company may deduct any such
payments from the purchase amount then owing.
•
The Company owns 100% of Zoono Holdings USA LLC.
A payment of NZ$64,876 has been made to Zoono USA LLC this financial year (2023: NZ$58,511).
16. ISSUED CAPITAL
2024
2023
2024
2023
No. Shares
No. Shares
NZ$
NZ$
(a) Issued shares:
Beginning of the year
189,927,675
166,411,705
14,933,001
13,723,690
Issued during the year:
Shares issued net of issue costs
160,681,697
23,515,970
4,501,604
1,209,311
Exercise of options
46,666
-
5,000
-
Share based payments
2,555,555
-
107,149
-
End of the year
353,211,593
189,927,675
19,546,754
14,933,001
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.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
(b) Issued shares:
No calls are outstanding at year end. All issued shares are fully paid.
(c) 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 requirements. The Group’s
capital includes ordinary share capital share options and reserves.
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.
17. RESERVES
CONSOLIDATED
2024
NZ$
2023
NZ$
(a) Foreign currency translation reserve
Balance at beginning of year
(684,895)
(57,506)
Exchange differences on translation of
foreign operations
Acquisition of non-controlling interest
(96,829)
-
(542,113)
(85,276)
Balance at end of year
(781,724)
(684,895)
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.
(b) Equity settled share-based payment
Employee share option scheme
Zoono’s Employee Securities Plan was adopted by the Company on 7 November 2019 as a long-term
incentive scheme to recognise talent, retain and motivate employees to strive for Group
performance. All employees are entitled to participate in the Share Securities Plan. In 2022,
employees and consultants who have been with the Group for more than one year were invited to
receive options which vest in 1-3 years, provided the recipient is still employed by the Company. The
options were issued for no consideration with an exercise price of A$0.35. They carry no
entitlements to voting rights or dividends of the Group. The number available to be granted is
determined by the Board, based on retention, performance measures including growth in
shareholder return, return on equity, cash earnings and Group earnings per share growth.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
Option granted to employees of the Company
On 30 September 2022, Zoono granted senior management and staff 4,200,000 options, vesting
on 30 September 2023 through to 30 September 2025, exercisable at A$0.35 and expiring on 30
September 2025 and 30 September 2026. The total fair value of the options granted were
NZ$91,082.
As part of the rights issue in June 2023, free attaching options of 7,248,264 were issued to
shareholders, and shareholder employees of the Group. These are unlisted options exercisable at
A$0.10 expiring on 2 June 2026. The total value is NZ$103,802.
During the year, 46,666 options were exercised. The Group has 17,301,598 share options on
issue at year end (2023: 17,648,264).
The share-based payment reserve at 30 June 2024 amounted to NZ$1,057,573 (2023:
NZ$813,097).
18. REMUNERATION OF AUDITORS
CONSOLIDATED
2024
NZ$
2023
NZ$
Amounts received or due and receivable by the
auditors for:
- the review and the audit of the financial reports
for the consolidated group
77,148
134,123
77,148
134,123
19. ECONOMIC DEPENDENCY
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
jurisdiction’s 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.
20. CONTINGENT LIABILITIES
The directors are aware of a claim against the Company as at the date these financial statements are
signed, are made up as follows:
•
The Company is currently being prosecuted by the Commerce Commission for allegedly
unsubstantiated representations made about its hand sanitiser and microbe shield surface spray
contrary to section 12A of the Fair Trading Act 1986. Zoono believes it has complied fully with its
legal obligations and intends to strenuously defend the action. Zoono’s public representations
concerning the efficacy and durability of its products have been made in reliance of over 200
independent tests undertaken by laboratories worldwide in accordance with recognised
standards.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
21. 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 directors and key management personnel of the Company during
the year are as follows:
CONSOLIDATED
2024
NZ$
2023
NZ$
Short–term employee benefits
1,025,188
1,117,195
Other Benefits
1,800
1,800
Share based payments
43,594
233,749
1,070,582
1,352,744
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 of Zoono Group and provides consulting services to the
Group. Charges for services provided during the year amounted to NZ$300,000 (2023: NZ$300,000).
22. STATEMENT OF CASH FLOWS
(a) Reconciliation of cash:
CONSOLIDATED
2024
NZ$
2023
NZ$
Cash at bank
461,280
826,495
Cash on short term deposit
1,500,004
-
1,961,284
826,495
For the year the effective interest rate on short term bank deposits was 6.07% per annum (0.17% per
annum) and these deposits have an average maturity of 180 days.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
(b) Reconciliation statement:
A reconciliation of “net cash used in operating activities” to “operating cash flows” is as follows:
CONSOLIDATED
2024
NZ$
2023
NZ$
(Loss)/Profit after income tax (9,088,364)
(406,020)
Add/(less)
Amortisation
2,808
2,576
Depreciation
229,340
252,789
Foreign exchange differences
Gain on revaluation of provision for contingent
consideration
(104,077)
-
(515,318)
(4,795,583)
Share based payments
452,880
591,983
Changes in assets and liabilities:
Trade and other receivables
62,986
566,509
Inventories
5,493,188
1,178,243
Prepayments
Current tax liabilities
Trade and other payables
Provisions
76,657
-
(279,901)
(8,442)
174,192
(94,806)
(827,708)
(12,038)
Net cash used in operating activities
(3,162,925)
(3,885,181)
The Company does not have any formal loan facilities in place at the date of these financial
statements.
23. 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
(4.14) cents
(0.21) cents
Diluted (loss)/profit per share
(4.14) cents
(0.21) cents
Weighted average number of ordinary shares outstanding during
the year used to calculated basic EPS
219,370,141
168,892,706
Weighted average number of ordinary shares outstanding during
the year used to calculated diluted
EPS
219,370,141
168,892,706
(Loss)/Profit from continuing operations used to
calculated basic EPS and diluted EPS
(9,088,364)
(406,020)
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.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
24. SEGMENT INFORMATION
Operating segments are 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 based on the
geographical location of distributors/customers. Segment assets and liabilities are located in New
Zealand and are allocated to individual geographical segments by locations of
distributors/customers on a reasonable basis. The Group’s segment revenue is assigned to
geographical locations as follows;
Product
Global revenues
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.
CONSOLIDATED
2024
NZ$
2023
NZ$
Geographical Revenue
Global revenues
1,049,321
3,336,586
Total Group Revenue
1,049,321
3,336,586
i) Revenue by geographical region
Revenue attributable to external customers is disclosed below, based on the location of the external
customer.
CONSOLIDATED
2024
NZ$
2023
NZ$
Australasia, Asia, US, India
958,832
2,843,374
UK and Europe
90,489
493,212
Total Revenue
1,049,321
3,336,586
i) Assets by geographical region
The location of segment assets by geographical location of the assets is disclosed below.
CONSOLIDATED
2024
NZ$
2023
NZ$
Australasia, Asia, US, India
240,997
4,430,315
UK and Europe
9,599,542
10,141,486
Total Group Assets
9,840,539
14,571,801
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
25. FRANKING CREDITS
CONSOLIDATED
2024
NZ$
2023
NZ$
The amount of the franking credits
available for subsequent reporting
periods
88,384
88,384
26. CONTROLLED ENTITIES
Country of
Incorporation
Percentage
owned 2024
Percentage
owned 2023
Subsidiaries of Zoono Group Limited
Zoono Group Limited (NZ)
New Zealand
100%
100%
Zoono Limited
New Zealand
100%
100%
Zoono Holdings Limited (UK)
United Kingdom
100%
100%
Zoono EU Limited
United Kingdom
100%
100%
Zoono (Shanghai) Biotech Co. Limited
China
100%
100%
Zoono Holdings USA LLC
USA
100%
90%
Zoono South Africa (Pty) Ltd
South Africa
100%
100%
Zoono Global Private Limited
India
100%* -
* incorporated during the year
27. 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 US Dollars ($USD), New Zealand Dollars ($NZD),
Australian Dollars ($AUD) and British Pound (GBP). Exposures to currency exchange rates arise from
the Group’s overseas sales and purchases, which are primarily denominated in US Dollars ($USD),
Australian Dollars ($AUD) and British Pound (GBP). The Group also holds a bank account in $USD,
$AUD, $Rand, GBP and RMB.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
(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.
FIXED INTEREST
MATURING IN
NON-INTEREST BEARING
2024
FLOATING
INTEREST
RATE
1 YEAR
OR LESS
$
OVER 1 TO
5 YEARS
$
OVER
5 YEARS
$
OVER 1 TO
5 YEARS
$
TOTAL
$
Financial assets
Cash
- 1,500,000
-
-
481,264
1,981,264
Financial liabilities
Lease liabilities
-
(161,988)
(632,006)
-
-
(793,994)
Net exposure to cashflow interest rate risk
1,338,012
(632,006)
-
481,264
1,187,270
FIXED INTEREST
MATURING IN
NON-INTEREST BEARING
2023
FLOATING
INTEREST
RATE
1 YEAR
OR LESS
$
OVER 1 TO
5 YEARS
$
OVER
5 YEARS
$
OVER 1 TO
5 YEARS
$
TOTAL
$
Financial assets
Cash
-
-
-
-
826,495
826,495-
Financial liabilities
Lease liabilities
(153,586)
(791,454)
-
- (945,040)-
Net exposure to cashflow interest rate risk
(153,586)
(791,454)
-
826,495 (118,545)
(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.
(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.
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
(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.
28. PARENT INFORMATION
The following information has been extracted from the books and records of the parent and has
been prepared in accordance with Australian Accounting Standards.
PARENT ENTITY
2024
NZ$
2023
NZ$
Statement of Financial Position
ASSETS
Current assets
394,524
73,391
Non-current assets
31,703,542
27,993,938
TOTAL ASSETS
32,098,066
28,067,329
LIABILITIES
Current liabilities
86,910
166,566
TOTAL LIABILITIES
86,910
166,566
EQUITY
Issued capital
19,546,754
14,933,001
Reserves
1,057,573
813,097
Retained earnings
11,406,829
12,154,665
TOTAL EQUITY
32,011,156
27,900,763
Statement of Profit or Loss and Other Comprehensive Income
Total loss for the year
(747,836)
(807,086)
Total comprehensive loss
(747,836)
(807,086)
29. EVENTS SUBSEQUENT TO REPORTING DATE
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.
30. COMPANY DETAILS.
The registered office of the parent Company is:
Level 8, 210 George Street
Sydney NSW 2000 Australia
The principal place of business of the Group is:
Unit 3 24 Bishop Dunn Place
Flatbush, Auckland 2013
New Zealand
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
CONSOLIDATED ENTITY DISCLOSURE
STATEMENT
Entity name
Entity type
Place formed/
Country of
incorporation
Ownership
interest %
Tax residency
Subsidiaries of Zoono Group Limited
Zoono Group Limited (NZ)
Body corporate
New Zealand
100%
New Zealand
Zoono Limited
Body corporate
New Zealand
100%
New Zealand
Zoono Holdings Limited (UK)
Body corporate
United Kingdom
100%
United
Kingdom
Zoono EU Limited
Body corporate
United Kingdom
100%
United
Kingdom
Zoono (Shanghai) Biotech Co. Limited
Body corporate
China
100%
China
Zoono Holdings USA LLC
Body corporate
USA
100%
USA
Zoono South Africa (Pty) Ltd
Body corporate
South Africa
100%
South Africa
Zoono Global Private Limited
Body corporate
India
100%
India
Page | 50
ZOONO GROUP LIMITED ANNUAL REPORT 2024
DIRECTORS’ DECLARATION
The directors of Zoono Group Limited declare that:
The consolidated financial statements and associated notes for the financial year ended 30 June
2024 are in accordance with the Corporations Act 2001 and:
•
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
•
give a true and fair view of the financial position of the Company as at 30 June 2024 and
the performance of the Group for the financial year then ended.
The information disclosed in the attached consolidated entity disclosure statement is true and
correct.
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.
This declaration is made in accordance with a resolution of the directors.
PAUL HYSLOP
MANAGING DIRECTOR
21 August 2024
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ZOONO GROUP LIMITED ANNUAL REPORT 2024
ADDITIONAL INFORMATION FOR LISTED
PUBLIC COMPANIES
The following information is current as at 1 August 2024.
The Company has the following securities on issue:
* Paul Russell Hyslop & Margaret Jane Morgan & NPT Meg Trustee Limited hold 4,963,167 (68.92%)
of these unlisted options.
20 LARGEST SHAREHOLDERS
No.
Name
Number of
Ordinary Shares
Held
% of
Issued
Capital
1
PAUL RUSSELL HYSLOP & MARGARET JANE MORGAN & NPT MEG
TRUSTEE LIMITED
104,447,500
29.571%
2
BNP PARIBAS NOMS PTY LTD
36,335,278
10.287%
3
CITICORP NOMINEES PTY LIMITED
23,217,468
6.573%
4
MR EELCO WIERSMA
17,493,204
4.953%
5
UBS NOMINEES PTY LTD
10,141,649
2.871%
6
YASIN SHARIFF
6,214,286
1.759%
7
STEPHEN HENESY
6,214,286
1.759%
8
MARISSA TACY MUIRHEAD
4,118,889
1.166%
9
MR THEOPHILOS PAPANTONIOU
4,100,000
1.161%
10
LEWIS ANDREW CRAIG MACKINNON
3,867,131
1.095%
11
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA
3,600,000
1.019%
12
LORDMAX PTY LTD
3,000,000
0.849%
13
MS MARIE TANIA GENN
2,873,585
0.814%
14
PW AND VJ COOPER PTY LIMITED
2,592,592
0.734%
15
MR ANDREW MOFFA & MRS SONIA MOFFA
2,592,592
0.734%
16
MRS CATHERINE ANNE MARSON & MR JOSEPH MARSON
2,222,222
0.629%
17
LOOSEMORE INVESTMENTS PTY LTD
2,222,222
0.629%
18
MR RONALD DUJE VELA
1,951,852
0.553%
19
WOOLCOTT INVESTMENTS LIMITED
1,886,792
0.534%
20
SARGRAM INVESTMENTS PTY LTD
1,851,852
0.524%
240,943,400
68.215%
Security Description
No. of Securities
No. of Security
Holders
Fully Paid Ordinary Shares
353,211,593
4,137
Unlisted Options exercisable at $0.10 and expiring 2 June 2026*
7,201,598
198
Employee Options exercisable at $0.35 and expiring 30 September 2025
3,500,000
3
Employee Options exercisable at $0.35 and expiring 30 September 2026
4,700,000
8
Employee Options exercisable at $0.65 and expiring 1 November 2025
1,900,000
13
Page | 56
ZOONO GROUP LIMITED ANNUAL REPORT 2024
SUBSTANTIAL HOLDERS
The following shareholders are substantial holders:
Holder Name
Number of Shares
% Voting Power
Paul Russell Hyslop & Margaret Jane Morgan & NPT Meg Trustees
Limited
104,447,500
29.57%
VOTING RIGHTS
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 3,381 shareholders holding less than a marketable parcel of shares based on the closing
price of AUD 0.028 on 1 August 2024 representing a total of 10,778,711 shares.
RESTRICTED SECURITIES
The Company does not have any restricted securities on issue.
ON-MARKET BUY BACK
The Company is not undertaking an on-market buy-back.
Distribution of Shareholders
Fully Paid Ordinary Shares
Number
Holdings Ranges
Holders
Units
%
1-1,000
1,504
719,005
0.200
1,001-5,000
1,186
3,149,829
0.890
5,001-10,000
427
3,306,400
0.940
10,001-100,000
787
25,024,780
7.080
100,001- and over
233
321,011,579
90.880
TOTALS
4,137
353,211,593
100.000
Page | 57
ZOONO GROUP LIMITED ANNUAL REPORT 2024
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 8
210 George Street
Sydney, NSW, 2000
Ph: +61 2 8042 8481
PRINCIPAL PLACE OF BUSINESS
Unit 3 24 Bishop Dunn Place
Flatbush
Auckland 2013
New Zealand
Ph: +64 9 600 1188
E: info@zoono.com
AUDITORS
Hall Chadwick
Level 40,
2 Park Street
Sydney, NSW, 2000
ASX CODE
ZNO
SHARE REGISTRY
Boardroom Pty Limited
Level 8
210 George Street
Sydney, NSW, 2000
Telephone +61 2 9290 9600