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30 June 2020 Annual Report

Annual Report25 November 2020ENSInformation Technology

Enprise Group Limited
Annual Report and Financial Statements

for the 15 months ended 30 June 2020

Enprise Group Limited
Annual Report and Financial Statements

for the 15 months ended 30 June 2020

Contents

Directors Report

2

Consolidated Statement of Comprehensive Income

6

Consolidated Statement of Financial Position

7

Consolidated Statement of Changes in Equity

9

Consolidated Statement of Cash Flows

10

Notes to the Consolidated Financial Statements

Basis of preparation

11

Segment information

14

Revenue

15

Other income

16

Operating expenses

17

Taxation

19

Earnings per share

21

Trade and other receivables

21

Contract assets

22

Other assets

22

Trade and other payables

22

Provisions

23

Contract liabilities

23

Business combinations

24

Investments in joint ventures and associates

27

Investments in other entities

31

Property plant and equipment

32

Intangible assets

33

Right-of-use assets

35

Borrowings

36

Lease liabilities

37

Equity

38

Related party transactions

38

Cash flow reconciliation

40

Contingent liabilities

40

Subsequent events after balance date

40

Financial risk management, objectives and policies

41

New accounting standards

43

Restatement of comparatives

44

Corporate Information

46

Auditor's Report

47

1

Enprise Group Limited
Directors' Report

The Directors are pleased to submit to shareholders their report and financial statements for the 15 month period ended 30 June 2020.

Principal activities

- Enterprise Solutions, a solution provider for MYOB Enterprise software in Australia and New Zealand.

Significant changes in the state of affairs

Directors

Mr Lindsay Phillips (appointed 1 December 2013) - Chairman

Mr George Cooper (appointed 10 April 2012) - CEO

Mr Nicholas Paul (appointed 1 December 2015) – Independent Non-Executive Director

Mr Ronald Baskind (appointed 31 January 2018) – Executive Director

Ms Marisa Fong (appointed 1 February 2019) – Independent Non-Executive Director

Ms Marisa Fong, Mr Nicholas Paul and Mr Lindsay Phillips comprise the members of the Audit, Finance and Risk Committee.

30 June 202031 March 2019

Male Directors4

4

Female Directors1

1

Male Officers-

-

Female Officers1

1

Corporate governance

The directors have complied with the corporate governance code which can be found on the following link.

https://enprise.com/media/1824/201125-eg-corporate-governance-statement.pdf

Enprise Group Limited (Enprise) has two operating divisions;

Enprise is invested in a joint venture, Datagate Innovation Limited (Datagate) that provides online reporting and billing portals under a Software-as-a-

Service (SaaS) model for resellers of Telco/Utility services and hosted service providers in New Zealand, Australia, Canada, USA and Europe. Enprise

holds 33.5% of Datagate.

Kilimanjaro Consulting Pty Limited (Kilimanjaro) shareholders exercised their put option effective on 1 January 2020 resulting in Enprise issuing 2,854,649

new shares. Kilimanjaro became a wholly owned subsidiary from that date.

Enprise invested further into iSell. Enprise subscribed for 1,087,500 shares at AUD $0.40 per share on 27th May 2020 which took Enprise to 50.8% and

therefore iSell has been consolidated from 27th May 2020. During the period, Enprise acquired iSell shares from other iSell shareholders for a

combination of cash and new Enprise shares.

Enprise subscribed for $176,001 in a heavily oversubscribed rights issue undertaken by Datagate to capitalise on the progress made in international

markets, particularly the USA. Enprise's stake was diluted by the raise, causing Enprise to recognise a gain on dilution.

- iSell Pty Limited (iSell), sell a cloud-based quoting systems (IT Quoter) on a Software-as-a-Service (SaaS) model used by the IT reseller market in

Australia, New Zealand, UK and South Africa.

Ms Fong is considered to be an independent director as she has a small holding in Enprise and has no other remuneration or influence which would affect

her decision making in a material way. Mr Paul is considered to be an independent director as he has a small holding in Enprise and although he has

gained remuneration for his role as acting CEO of iSell, this has been done to enable the founder of iSell, Richard Beresford to complete the product

development.

2

Enprise Group Limited
Directors' Report

Remuneration of directors

The remuneration of the Directors for the period ended 30 June 2020 is set out below:

30 June 202031 March 2019

15 mths $'00012 mths $'000

Salaries, bonuses and commissions387 201

Consultancy fees135 3

Directors' fees112 69

Total compensation634 273

George Cooper

276 201

Lindsay Phillips

50 40

Nicholas Paul

166 28

Ronnie Baskind

295 279

Marisa Fong

31 4

818 552

$'000$'000

Base per annumIncentive

George Cooper20520

Ronnie Baskind24925

Incentives are discretionary and assessed by the Board based on the profitability of the company.

Employee remuneration over $100,000

30 June 202031 March 2019

100,001 – 110,00010 4

110,001 – 120,0008 4

120,001 – 130,00011 1

130,001 – 140,0003 1

140,001 – 150,0004 1

150,001 – 160,0002 -

160,001 – 170,000- 1

170,001 – 180,0002 -

190,001 – 200,0001 -

200,001 – 210,0002 -

210,001 – 220,0001 -

260,001 - 270,000- 1

Rounding of amounts

Amounts in the directors’ report and financial statements have been rounded off to the nearest thousand dollars.

Number of employees

The number of employees or former employees, not being directors of the Group, that received remuneration and other benefits that exceeded $100,000

per annum is as follows:

30 June 2020

3

Enprise Group Limited
Directors' Report

Review of operations and outlook

Donations

Directors interests

Number of Shares

2,776,449

George Cooper 243,242

Nicholas Paul 49,600

Ronald Baskind~ 2,623,250

Marisa Fong 12,833

Interests’ register

The following entries are recorded in the period ending 30 June 2020:

• Lindsay Phillips was appointed as a director of Spectainer Pty Limited

Enprise made donations during the period of $1,000 (last year: $2,000).

Lindsay Phillips*

Enprise merged the customers of Enprise Australia Pty Limited into Kilimanjaro. Kilimanjaro in Australia and Enprise Solutions Limited in New Zealand

have been organised under a single management structure to become the Enterprise Solutions Division of Enprise Group Limited. The business is now

operating as 'One Company, Two Brands'.

The Enterprise Solutions division continues to leverage its position as the only MYOB Exo and MYOB Advanced reseller with offices in both New Zealand

and Australia, to target trans-Tasman businesses. Enprise is well positioned to take advantage of the trend towards cloud, which has accelerated due to

the need to have remote working while still having a stable, well supported, secure and continually developed on-premises offering. On 1 May 2019,

Enprise acquired the eight MYOB Advanced customers of Walker Scott.

The company has declared a final dividend for the period ended 30 June 2020 of 2.0 cents per share payable on 23 October 2020.

Datagate had 91 paying customers up 102% from 31 March 2019 representing annualised recurring revenue of $1.121m, up 138% from 31 March 2019.

Datagate has significantly increased its customers in the USA and has recently acquired customers in Europe. The Datagate November 2019 rights issue

was 102% over-subscribed, raising $1.01m. Enprise subscribed for its share of the rights issue, however due to the over subscription its ownership has

reduced to 33.5%. At the rights issue price of $1.90 per share, Enprise's 1,858,107 shares have a notional value of approximately $3.53m. This compares

favourably to the actual carrying value in the Enprise books at 30 June 2020 of $0.628m (after expensing Enprise share of the Datagate losses for the

year). We remain confident in the future success of the Datagate business.

Effective 1 January 2020, Enprise issued new shares in return for shares in iSell, this transaction increased Enprise's share in iSell to 46.6%. In addition

to acquiring 90,000 shares for cash from existing shareholders, Enprise subscribed for A$0.709M and increased its share of iSell to 50.8% which resulted

in iSell becoming a subsidiary. iSell has continued development of the cloud product and at 30 June 2020 established a beachhead of 17 customers in the

United Kingdom in addition to signing their first customer in the USA.

Vadacom Holdings Ltd continued to grow with revenue up $0.5m (up 16.4%) year-on-year as COVID-19 work restrictions helped power demand for its

tailored cloud PBX phone systems. As a result of an independent valuation Enprise Group realised a $0.22m increase in the value of its Vadacom

investment in the period, to $0.81m.

On 17 January 2020, Enprise was publicly censured for breaching NZX Listing Rule 3.6.1 by filing its 2019 Annual Report 14 business days late. The

Tribunal ordered Enprise to pay a fine of $35,000 and costs of $3,800, in addition to the public censure. The shares were suspended from trading on the

NZX for 8.5 days until the annual report was lodged with the NZX.

Following the qualified audit opinion on the financial statements for the year ended 31 March 2019, Enprise Group undertook a review of the methodology

and parameters used to support the previous carrying values for its investments in Kilimanjaro Consulting Pty Ltd and iSell Pty Ltd. Advice was sought

from independent corporate finance advisors - no adjustment was necessary in relation to Kilimanjaro, however an impairment charge of $0.440m was

required for iSell which related to the 31 March 2019 period.

4

Enprise Group Limited
Directors' Report

Top 20 shareholdings as at 2 October 2020

HoldingHolding %

New Zealand Central Securities Depository Ltd 2,671,246 16.80

Red Cow Investments Pty Ltd~ 2,623,250 16.50

Nightingale Partners Pty Ltd* 2,298,812 14.46

Reitham Finanz Gmbh & Co Kg 755,874 4.75

Bernard Israel Fridman 569,241 3.58

Dixson Trust Pty Limited 550,836 3.46

Awatea Trust 493,022 3.10

Net Power Solutions Limited 359,893 2.26

Amely Zaininger 351,387 2.21

Jens Neiser 300,000 1.89

Carjon Investments Pty Limited 291,071 1.83

Savgas Pty Limited 291,071 1.83

Deansand Pty Limited 290,692 1.83

Jason Patrick Fegan 244,421 1.54

George Elliot Cooper 243,242 1.53

Ironwood Investments Pty Ltd* 237,569 1.49

Donwood Pty Ltd 230,000 1.45

Mr Lindsay John Phillips 181,076 1.14

Leah Catherine Cooper 180,000 1.13

Audesse Holdings Limited 160,962 1.01

*Related parties to Lindsay Phillips

~Related party to Ronald Baskind

Geographic distribution of shareholders as at 2 October 2020

CountryHoldersHolder %Issued capitalIssued capital %

New Zealand 207

57.82

5,741,211

36.11

Australia 121

33.80

9,071,014

57.05

Germany 18

5.03

1,065,166

6.70

USA 7

1.96

16,250

0.10

Great Britain 4

1.12

7,054

0.04

Switzerland 1

0.27

200

0.00

Total 358 100.00 15,900,895 100.00

Distribution of shareholders as at 2 October 2020

RangeHoldersHolding quantityHolding %

1-1000 125 59,388

0.37

1001-5000 122 310,987

1.96

5001-10000 34 259,142

1.63

10001-50000 49 1,216,094

7.65

50001-100000 5 309,783

1.95

Greater than 100000 23 13,745,501

86.44

Total 358 15,900,895 100.00

The directors’ report is signed for and on behalf of the Board, and was authorised for issue on the date below.

Nicholas Paul (Director)George Cooper (Director)

25 November 2020

25 November 2020

5

Enprise Group Limited
Consolidated Statement of Comprehensive Income

for the 15 months ended 30 June 2020

30 June 202031 March 2019

Note

Restated

15 mths $'00012 mths $'000

Revenue from contracts with customers

3

12,4206,714

Other operating income

4(a)

- 47

Government assistance

4(b)

935-

Employee expense

5(d)

(8,335)(4,080)

Other operating costs

5(c)

(3,499)(1,978)

Other gains/(losses) - net

5(a)

60(40)

Operating profit

1,581663

Equity earnings/(losses) from associates and joint ventures

15

(618)(1,209)

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

15

257208

Write down of carrying value of joint ventures

15

- (563)

Net gain on previously held interest in associates and joint ventures

14

85

Finance cost - net

5(b)

(39)(52)

Profit/(loss) before income tax

1,266(953)

Income tax benefit/(expense)

6(a)

93(88)

Profit/(loss) for the period1,359(1,041)

Other Comprehensive Income

Items that may be reclassified to profit or loss

Foreign currency translation differences9310

Items that will not be reclassified to profit or loss

Changes in the fair value of investments through other comprehensive income

16

220345

Total other comprehensive income for the period, net of tax313355

Total comprehensive income for the period

1,672(686)

Profit for the period is attributable to:

Non-Controlling Interest

14(b)

23-

Owners of Enprise Group Limited

1,336(1,041)

1,359(1,041)

Total comprehensive income for the period is attributable to

Non-Controlling Interest

14(b)

23-

Owners of Enprise Group Limited

1,649(686)

1,672(686)

Earnings per share from profit for the period attributable to ordinary shareholders of the Enprise Group Limited

Basic and diluted earnings per share (see note 7) cents per share11.67 (10.87)

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

6

Enprise Group Limited
Consolidated Statement of Financial Position

as at 30 June 2020

30 June 202031 March 2019

Note

Restated

$'000$'000

Current assets

Cash and cash equivalents

20

3,169771

Trade and other receivables

8

2,9531,324

Contract assets

9

646296

Current tax assets

6(c)

- 1

Staff receivables

1354

Loans to related parties

23(e)

- 193

Total current assets

6,7812,639

Non-current assets

Investments in associates, joint ventures15

6283,440

Investments in other entities16

813593

Staff receivables - non current

9033

Property plant and equipment

17

28483

Intangible assets18

10,9601,695

Right-of-use assets - non-current

19

1,851-

Deferred tax asset

6(d)

1,746352

Loans to related parties

23(e)

- 476

Other non-current assets

10

154-

Total non-current assets

16,5266,672

Total assets

23,3079,311

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

7

Enprise Group Limited
Consolidated Statement of Financial Position

as at 30 June 2020

30 June 202031 March 2019

Note

Restated

$'000$'000

Current liabilities

Trade and other payables

11

2,7871,010

Provisions

12

1,232233

Contract liabilities

13

1,989705

Borrowings

20

347635

Lease liabilities

21

704-

Other current liabilities

- 15

Total current liabilities

7,0592,598

Non-current liabilities

Provisions - non-current

12

269-

Borrowings - non current

20

138-

Lease liabilities - non-current

21

1,179-

Deferred tax liability

6(d)

89379

Other non-current liabilities

- 4

Total non-current liabilities

2,47983

Total liabilities

9,5382,681

Net assets

13,7696,630

Equity

Share capital

22(a)10,7496,566

Foreign exchange translation reserve

15865

Financial assets at FVOCI reserve

565345

Retained earnings

912(346)

Equity attributable to the owners of Enprise Group Limited12,3846,630

Non-controlling interests

1,385-

Total equity

13,7696,630

- -

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

For and on behalf of the Board:

Nicholas Paul (Director)George Cooper (Director)

25 November 2020

25 November 2020

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

8

Enprise Group Limited
Consolidated Statement of Changes in Equity

for the 15 months ended 30 June 2020

Share capital

Foreign

exchange

translation

reserve

Financial

assets at

FVOCI

reserve

Retained

earnings

Non-

controlling

interests

Total equity

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

Balance at 1 April 20186,566 55 - 790 7,411

Transactions with shareholders in their capacity as owners

Dividends paid

(95) (95)

Total transactions with shareholders

- - - (95) - (95)

Comprehensive income

Loss for the period (as restated) (note 29)(1,041) (1,041)

Other comprehensive income

10 345 355

Total comprehensive income net of tax (as restated)10 345 (1,041) - (686)

Balance at 31 March 2019 (restated)

6,566 65 345 (346) - 6,630

Change in accounting policy on adopting of NZIFRS16 (note 28)(78) - (78)

Balance at 1 April 20196,566 65 345 (424) - 6,552

Transactions with shareholders in their capacity as owners

New shares issued (note 22)4,183 4,183

Non-controlling interest on acquisition (note 14(b))870 870

New share issue in iSell Pty Limited492 492

Total transactions with shareholders

4,183 - - - 1,362 5,545

Comprehensive income

Profit for the period- - - 1,336 23 1,359

Other comprehensive income

- 93 220 - - 313

Total comprehensive income net of tax

- 93 220 1,336 23 1,672

Balance at 30 June 2020

10,749 158 565 912 1,385 13,769

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

9

Enprise Group Limited
Consolidated Statement of Cash Flows

for the 15 months ended 30 June 2020

Note

30 June 202031 March 2019

15 mths $'00012 mths $'000

Operating activities

Cash was provided from:

Receipts from customers

19,962

10,354

Government assistance

753

-

Interest received

19

8

Income tax refund received

1

4

20,73510,366

Cash was applied to:

Payments to suppliers & employees

18,012 9,969

Interest paid

62 56

18,07410,025

Net cash inflow (outflow) from operating activities242,661 341

Investing activities

Cash was provided from:

Loans repaid by staff

74

51

Repayments from associates and joint ventures

104

-

Business acquisitions

23

-

201 51

Cash was applied to:

Purchase of property, plant and equipment

95

30

Investment in equity accounted joint venture

176

100

Investment in equity accounted associate

42

232

Investments in other entities- 24

Purchase of business

20

-

Lending to third parties30 -

Advances to associates and joint ventures

876

97

1,239483

Net cash inflow (outflow) from investing activities(1,038) (432)

Financing activities

Cash was provided from:

Proceeds from issue of shares1,136 -

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

466

-

1,602 -

Cash was applied to:

Dividends paid- 95

Repayment of lease liabilities415 -

Repayment of bank borrowings350 314

Repayment of otther borrowings65 -

830 409

Net cash inflow (outflow) from financing activities772 (409)

Net increase / (decrease) in cash and cash equivalents held2,395 (500)

Net foreign exchange differences3 6

Cash and cash equivalents at beginning of the period771 1,265

Cash and cash equivalents at end of the period

20

3,169 771

- -

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

10

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

1BASIS OF PREPARATION

(a)Reporting entity

(b)Compliance statement

(c)Basis of preparation

(d)Principles of consolidation

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

Percentage ownership

30 June 202031 March 2019

Enprise Solutions LimitedNew ZealandSoftware sales and solutions100.00 100.00

Enprise Australia Pty LimitedAustraliaSoftware sales and solutions100.00 100.00

Kilimanjaro Consulting Pty LimitedAustraliaSoftware sales and solutions100.00 47.09

Enprise LimitedNew ZealandSoftware sales and solutions100.00 100.00

Global Bizpro LimitedNew ZealandSoftware sales and solutions100.00 100.00

Kilimanjaro Consulting LimitedNew ZealandSoftware sales and solutions100.00 47.09

iSell Pty LimitedAustraliaSoftware sales and solutions50.82 19.87

iSell Philippines IncPhilippinesSoftware sales and solutions50.82 19.87

(e)Business Combinations

The Group has taken advantage of the NZX and FMCA class waiver to delay the approval of these financial statements.

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

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

former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For the iSell Pty Limited business combination, the non-controlling

interest in the acquiree is measured at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.

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

in accordance with the contractual terms, economic conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in existence at

the acquisition-date.

Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the acquiree at the acquisition-date

fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.

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

from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which

control is transferred to the Company. They are deconsolidated from the date that control ceases.

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

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

Name of EntityPrincipal activity

Enprise Group Limited (the company) and its subsidiaries (together the Group) is a solution provider in Australia and New Zealand. The company is a limited liability

company incorporated and domiciled in New Zealand and is listed on the New Zealand Stock Exchange (NZX). The Group is registered under the Companies Act

1993 and is a FMC Reporting Entity under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is 16 Hugo Johnston Drive,

Penrose, Auckland.

These consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP), the Companies

Act 1993, the FMCA 2013 and NZX listing rules. They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other New

Zealand accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated financial statements also comply with

International Financial Reporting Standards (IFRS). The Group is a for-profit entity for the purposes of complying with NZ GAAP.

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

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

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

The principal accounting policies adopted in the preparation of the financial report are set out in the accompanying notes and indicated by the shaded text. These

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

Country of incorporation

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

11

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

1BASIS OF PREPARATION (CONTINUED)

(e)Business Combinations (continued)

(f)Foreign currency translation

(g)Financial instruments

Financial assets

Classification of financial assets

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

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

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

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

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

Effective interest method

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

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

existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain

directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the

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

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

exchange rate at balance date and income statement items are translated at the average exchange rates for the year. Exchange differences are recognised in other

comprehensive income as a currency translation reserve movement.

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

amount outstanding.

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

amount outstanding.

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

effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the

effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period,

to the net carrying amount on initial recognition.

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

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

each of the subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”).

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

gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities

denominated in foreign currencies are recognised in the profit and loss.

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

the instrument.

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

and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs

directly attributable to the acquisition of financial assets are recognised immediately in profit or loss.

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

depends on the business model and contractual terms of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales

of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require

delivery of assets within the time frame established by regulation or convention in the marketplace.

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

12

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

1BASIS OF PREPARATION (CONTINUED)

(g)Financial instruments (continued)

Impairment of financial assets

Measurement and recognition of expected credit losses

Derecognition of financial assets

Financial liabilities

Derecognition of financial liabilities

(h)Critical accounting judgements and estimates

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

(a) Revenue recognition (note 3).

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

(c) Intangible assets (note 18).

(d) Investments in other entities (note 16).

(e) Lease liabilities (note 21).

(f) Impairment (note 18).

(g) Business combinations (note 14).

(h) Restatement of comparatives (note 29).

In the process of applying the Group's accounting policies and the application of accounting standards, a number of estimates and judgements have been made. The

estimates and underlying assumptions are based on historical experience and adjusted for current market conditions and other factors, including expectations of

future events that are considered to be reasonable under the circumstances. If outcomes within the next financial period are significantly different from assumptions,

this could result in adjustments to carrying amounts of the asset or liability affected.

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

expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

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

exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward‑looking information as

described above.

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

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

ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have

to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset

and also recognises a collateralised borrowing for the proceeds received.

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

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

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

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The

effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of

the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter

period, to the net carrying amount on initial recognition.

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

carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

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

13

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

2SEGMENT INFORMATION

(a)Operational performance

Revenue

Operating profit

Business segments

30 June 202031 March 201930 June 202031 March 2019

Restated

15 mths $'00012 mths $'00015 mths $'00012 mths $'000

Enterprise solutions12,251 6,714 2,607 1,316

iSell169 - 49 -

Corporate- - (1,075) (653)

- -

12,420 6,714 1,581 663

Equity earnings of associates and joint ventures(276) (1,001)

Write down of carrying value of joint ventures- (563)

Net interest expense(39) (52)

- -

Profit/(loss) before taxation1,266 (953)

- -

Income Tax93 (88)

- -

Net profit/(loss) attributable to shareholders1,359 (1,041)

Revenue

Operating profit

Geographic segments

30 June 202031 March 201930 June 202031 March 2019

15 mths $'00012 mths $'00015 mths $'00012 mths $'000

New Zealand6,324 4,994 826 474

Australia6,093 1,720 752 189

EMEA**2 - 2 -

North America1 - 1 -

- -

12,420 6,714 1,581 663

** Europe, Middle East and Africa

(b)Interest, deprecation and amortisation

Interest revenue

Interest expense

30 June 202031 March 201930 June 202031 March 201930 June 202031 March 2019

15 mths $'00012 mths $'00015 mths $'00012 mths $'00015 mths $'00012 mths $'000

New Zealand72 7 63 60 267 115

Australia1 1 49 - 438 -

73 8 112 60 705 115

(c)Balance sheet information

Total assets

Total liabilities

30 June 202031 March 201930 June 202031 March 201930 June 202031 March 2019

RestatedRestated

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

New Zealand2,982 2,101 8,336 6,107 2,969 1,990

Australia10,741 3,117 17,027 3,973 8,625 1,460

13,723 5,218 25,363 10,080 11,594 3,450

Inter-segment elimination- - (2,056) (769) (2,056) (769)

- -

13,723 5,218 23,307 9,311 9,538 2,681

- -

Enterprise solutions9,207 1,778 16,521 4,890 10,372 2,925

iSell3,888 - 4,579 - 1,086 -

Corporate628 3,440 4,632 5,444 505 779

13,723 5,218 25,732 10,334 11,963 3,704

Inter-segment elimination- - (2,425) (1,023) (2,425) (1,023)

13,723 5,218 23,307 9,311 9,538 2,681

Non-current assets other than

financing and deferred tax

The Group is organised into two reportable operating segments based on the business segments. These segments form the basis of internal reporting used by

management and the Board of Directors to monitor and assess performance and assist with strategic decisions. The Board of Directors is the Group's chief operating

decision maker (CODM). Management has determined the operating segments based on the information reviewed by the Board of Directors and the Chief Executive

Officer for the purposes of allocating resources and assessing performance.

Depreciation and

amortisation expense

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

14

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

3REVENUE

Revenue from contracts with customers

- Software licence revenue

- Support services revenue

- Implementation and consulting revenue

- Other fees such as hosting fees and hardware sales

- iSell revenue

Timing of recognition

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

the agency revenue margin is recognised in the statement of comprehensive income.

The revenue is calculated based on commission margin percentages agreed between the Group and the

third-party licenser.

The agency commission is recognised at a point in time when the customer gains access to the system or is

provided with continued use of the software, generally through providing a code to enable continued access.

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

commissions are recognised once the performance obligation has been satisfied.

Support contract revenue is recognised at a point in time as the services are delivered. The contract is

between the customer and Enprise, as principal.

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

rendered. Revenue is calculated based on time and cost incurred, a fixed monthly charge or a combination

of both.

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

- actual labour hours spent to resolve the query,

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

agreed charge, and

- an agreed monthly charge.

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

invoiced and corresponds directly to the performance completed to date in respect to this revenue stream.

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

Revenue provided from services is recognised in the accounting period in which the solution has been

provided.

Recognition is determined based on the contract, either a fixed price or actual labour hours spent. Revenue

is recognised in full at the end of the project when go-live has occurred.

Customers are typically invoiced throughout the project and consideration is payable when invoiced. The

revenue is shown as a contract liability on the balance sheet until such time as the performance obligation

has been met and released to the statement of comprehensive income.

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

Customers are typically invoiced for a period of time for expected upcoming usage as they are typically not

yet able to use or be migrated to the new cloud system.

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

Customers are typically invoiced in arrears for usage rendered. The revenue is shown as a contract asset

on the balance sheet as the performance obligation has been met and released to the statement of

comprehensive income but the client has not yet been invoiced. Clients invoiced annually are held on the

balance sheet and the revenue released monthly as the performance obligation occurs

Services and support revenue -

Support contracts

iSell Revenue - Software licence

revenue old/obsolete system

Software licence revenue

Services and support revenue -

Implementation and consulting

revenue

- Hosting services

- Training

- Hardware

Right to access the

software

Right to use the

software

At completion of data

conversions, user

acceptance testing

(UAT) or specific

solution provided.

Closure of support

query or standing

ready to provide

support

Initial access or

continued access to

the software

Performance

obligation

iSell Revenue - Software licence

revenue cloud system

iSell Revenue - Other - Onboarding fees

- Data services

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

Other feesRevenue is recognised during the period in which the services have been rendered or the goods supplied.

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

revenue:

Each of the above streams delivered to customers are considered separate performance obligations, even though for practical reasons they may be governed by

a single legal contract with the customer. Revenue recognition for each of the above revenue streams is as follows:

Revenue stream

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

15

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

3REVENUE (CONTINUED)

30 June 202031 March 2019

$'000$'000

- -

Revenue from software and licences

3,507 1,849

- -

Revenue from services and support

7,836 4,446

- -

Revenue from iSell

169 -

- -

Revenue from other fees

908 419

- - 12,420 6,714

Software and licencesServices and supportITQuoter Revenueother fees

31 March 2019

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

-

New Zealand

1,393 3,406 - 195 4,994

-

Australia

456 1,040 - 224 1,720

- - 1,849 4,446 - 419 6,714

30 June 2020

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

-

New Zealand

1,788 4,074 11 451 6,324

-

Australia

1,719 3,762 155 457 6,093

EMEA*

- - 2 - 2

North America

- - 1 - 1

- - 3,507 7,836 169 908 12,420

* Europe, Middle East and Africa

Critical accounting judgements and estimates

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

4OTHER INCOME

(a)Other operating income

Rental income

30 June 202031 March 2019

$'000$'000

Rental income

- 12

Other Income

- 35

- - - 47

(b)Government assistance

COVID-19 payments

30 June 202031 March 2019

$'000$'000

COVID-19 government assistance

935 -

- - 935 -

Revenue from

iSell

Total

Revenue by geographical location

Some contracts include multiple deliverables, such as software licences and implementation services. However, because the implementation does not include

material customisation to the software and could be provided by another party, the implementation services are accounted for as a separate performance

obligation from software licences. In this case, the transaction price will be allocated to each performance obligation based on the standalone selling prices.

COVID-19 payments are recognised in the profit and loss when the right to receive the government assistance has occurred. COVID-19 payments have been

received from the New Zealand Government (wage subsidy) and the Australian Government (JobKeeper and cash flow boost)

Revenue from

software and

licences

Revenue by geographical location

Revenue from

services and

support

Revenue from

iSell

Revenue from

other fees

Total

Revenue from

software and

licences

Revenue from

services and

support

Revenue from

other fees

Rental income is recognised in the profit and loss on a straight-line basis over the term of the sub-lease.

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

16

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

5OPERATING EXPENSES

(a)Other gains and losses

30 June 202031 March 2019

$'000$'000

Net foreign exchange gains/(losses)

60 (40)

- - 60 (40)

(b)Finance income and costs

Interest income

Interest expense

30 June 202031 March 2019

$'000$'000

Finance income

Interest from financial assets held for cash management purposes

2 1

Interest from loans to related parties

68 -

Interest from other loans and receivables

3 7

73 8

Finance costs

Interest on bank overdrafts and loans (other than those from related parties)

(68) (60)

Interest on lease liabilities

(44) -

(112) (60)

- - Net finance income and costs(39) (52)

(c)Other operating expenses

Low-value and short-term lease

costs:

30 June 202031 March 2019

Restated

$'000$'000

Advertising and marketing

163 105

Amortisation

184 65

Auditors' remuneration

174 171

Bad and doubtful debts expense

91 46

Communications

156 94

Depreciation

521 50

Hosting costs

458 183

Legal fees

16 (5)

Low-value and short-term lease costs

69 -

Operating lease payments under NZ IAS17

- 183

Subcontractors

556 371

Travel expenses

269 246

Other operational expenses

842 469

- - 3,499 1,978

(i) Amortisation

30 June 202031 March 2019

$'000$'000

Amortisation of software (note 18)22 -

Amortisation of customer relationships (note 18)162 65

184 65

- -

Other operating expenses include:

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

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

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

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

leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or

less. Low-value assets comprise IT-equipment and small items of office furniture.

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

17

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

5OPERATING EXPENSES (CONTINUED)

(c)Other operating expenses (continued)

(ii) Auditors' remuneration

30 June 202031 March 2019

$'000$'000

For auditing the Group financial statements

RSM Hayes Audit125 -

Baker Tilly Staples Rodway Auckland48 171

Other Services

Audit of iSell Philippines (R.P. Mora Accounting and Law Office)1 -

174 171

- -

(iii) Bad and Doubtful Debts

30 June 202031 March 2019

$'000$'000

Bad debts recognised33 79

Changes in provision for bad and doubtful debts58 (33)

91 46

- -

(iv) Depreciation

30 June 202031 March 2019

$'000$'000

Property plant and equipment104 50

Right-of-use assets417 -

521 50

- -

(d)Employee benefit expense

30 June 202031 March 2019

$'000$'000

Wages and salaries

7,822 3,888

Superannuation

401 123

Directors remuneration

112 69

8,335 4,080

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

18

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

6TAXATION

(a)Income tax recognised in profit or loss

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

30 June 202031 March 2019

$'000$'000

Current tax

Current tax on profits for the year

- -

Adjustments for current tax of prior periods

- -

Total current tax expense

- -

Total deferred tax expense/(benefit)

(93) 88

- - Total income tax expense/(benefit)(93) 88

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

30 June 202031 March 2019

Restated

$'000$'000

Profit before income tax

1,266 (953)

Tax at the New Zealand domestic tax rate of 28%

354 (267)

Adjusted for the tax effect of:

Non deductible expenses

201 516

Non assessable income

(72) (58)

Difference in overseas tax rates

(15) (4)

Previously unrecognised tax losses now recouped to reduce current tax expense

(561) (99)

Total deferred tax expense/(benefit)

(93) 88

- -

- - Total income tax expense/(benefit)(93) 88

(c) Current tax assets and liabilities

30 June 202031 March 2019

$'000$'000

Current tax assets

Income tax refundable

- 1

- - - 1

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

based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the

reporting date.

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

corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets

are recognised for all deductible temporary differences and unutilised tax losses to the extent that it is probable that taxable profits will be available against which

those deductible temporary differences and unutilised tax losses can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary

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

the accounting profit.

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

allow all or part of the asset to be recovered.

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

19

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

6TAXATION (CONTINUED)

(d)Deferred tax balances

30 June 202031 March 2019

$'000$'000

The balance comprises temporary differences attributable to:

Future benefit of losses incurred

370 153

Future benefit of provisions and accruals

117 48

Employee benefits

444 66

Contract liabilities

312 85

Lease liabilities

503 -

- -

Total deferred tax asset

1,746 352

30 June 202031 March 2019

$'000$'000

The balance comprises temporary differences attributable to:

Customer relationships

(216) (19)

Contract asset

(185) (60)

Right-of-use asset

(492) -

- -

Total deferred tax liability

(893) (79)

Movements

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

At 1 April 2018

- (38) 222 119 303

(Charged)/credited

to profit or loss

- 19 (69) 20 (30)

to other comprehensive income

- - - - -

-

At 31 March 2019

- (19) 153 139 273

- - - -

Movements

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

At 1 April 2019

11 (19) 153 139 284

(Charged)/credited

to profit or loss

- 35 (78) 154 111

-

arising from business combinations

- (232) 295 395 458

-

At 30 June 2020

11 (216) 370 688 853

- - - -

Critical accounting judgements and estimates

(e) Imputation credits available for use

30 June 202031 March 2019

$'000$'000

New Zealand imputation credits available

- 13

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

utilisation of deferred tax assets is probable. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable

taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits, reference

is made to the latest forecasts of future earnings of the Group. Where the temporary differences are related to losses, relevant tax law is considered to determine

the availability of the losses to offset against the future taxable profits.

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

utilise in the coming financial year. The Directors have not recognised the benefit of unutilised tax losses beyond one year due to uncertainty with regards to future

shareholder continuity.

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

Subject to the various income tax legislations being met the losses carried forward at 30 June 2020 are estimated to be $6,352,724 of which $1,321,867 have been

recognised.

Deferred tax asset

Deferred tax liability

Customer

relationships

Tax losses

Right-of use

assets & lease

liabilities

Total

Provisions

& accruals

(inc employee benefits)

Right-of use

assets & lease

liabilities

Customer

relationships

Tax lossesTotal

Provisions

& accruals

(inc employee benefits)

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

20

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

7EARNINGS PER SHARE

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

30 June 202031 March 2019

Restated

$'000$'000

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

Net profit attributable to shareholders

1,336 (1,041)

Weighted average number of ordinary shares for basic earnings per share

11,450 9,578

Basic and diluted earnings per share (cents)

11.67 (10.87)

8TRADE AND OTHER RECEIVABLES

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

30 June 202031 March 2019

$'000$'000

Trade receivables

2,379 1,189

Related party receivable (note 23(d)).

- 164

Other receivables

454 10

Provision for impairment

(158) (100)

2,675 1,263

Prepayments

278 61

- -

2,9531,324

Allowance for impairment loss

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

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

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

Expected credit loss rateCarrying amountAllowance for impairment

30 June 202031 March 201930 June 202031 March 201930 June 202031 March 2019

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

0-30 days

1.0%1.0%

1,720 855

179

31-60 days

5.0%5.0%

309 141

157

61-90 days

10.0%15.0%

70 37

76

+91 days

42.5%50.0%

280 156

11978

2,3791,189158100

- - - -

30 June 202031 March 2019

$'000$'000

At 1 April

(100) (133)

Provisions acquired on business combination(80)-

Additional provisions recognised(94)(9)

Receivables written off during the year116

42

- - At period end

(158)(100)

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

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

The Group has used specific identification on all overdue debtors. The Group measures the loss allowance on the balance of trade receivables at an amount equal

to lifetime expected credit losses (ECL). The ECL on trade receivables are estimated using a provision matrix referring to past default experience of the debtors and

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

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

Movements in the provision for impairment loss were as follows:

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

21

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

9CONTRACT ASSETS (WORK IN PROGRESS)

30 June 202031 March 2019

$'000$'000

- -

Contract assets646296

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

30 June 202031 March 2019

$'000$'000

Balance at the beginning of the period

296-

On adoption of IFRS15 (revenue recognition)

- 317

Acquired from business combinations

39-

Transfer from contract assets to expenses

(335)(317)

Costs incurred for work performed but not yet recognised

646296

Foreign currency translation

- -

Balance at the end of the period

646296

10OTHER ASSETS

30 June 202031 March 2019

$'000$'000

- - Security deposits

154-

Classified as

Current - -

Non-current154 -

154 -

11TRADE AND OTHER PAYABLES

30 June 202031 March 2019

$'000$'000

Trade payables

1,307 508

Related party payables (note 23(d)).

52 29

Payroll taxes and other statutory liabilities

481 206

Other payables and accruals

947 267

- -

2,7871,010

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

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

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

are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the

reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

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

22

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

12PROVISIONS

Wages, salaries, annual leave, long service leave

30 June 202031 March 2019

$'000$'000

- - Employee benefits

1,501233

Classified as

####Current 1,232 233

####Non-current269 -

- - 1,501 233

13CONTRACT LIABILITIES

30 June 202031 March 2019

$'000$'000

- - Contract liabilities1,989 705

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

30 June 202031 March 2019

$'000$'000

Balance at the beginning of the period

705-

On adoption of IFRS15 (revenue recognition)

- 520

Acquired from business combinations

35-

Decrease due to revenue recognised from performance obligations satisfied

(703)(489)

Revenue raised for work performed but not yet recognised

1,952674

Balance at the end of the period

1,989705

Liabilities for wages and salaries, including non-monetary benefits, and annual leave are recognised in respect of employees’ services up to the reporting date.

They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities recognised in respect of other long-term employee benefits are

measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the

reporting date.

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

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

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

23

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

14BUSINESS COMBINATIONS

(a)Kilimanjaro Consulting Pty Limited

Range of inputs

31 December 2019

Future maintainable earnings (EBITDA) (AU$'000)739

Recurring earnings multiple7.00x

Fair value

$'000

Cash and cash equivalents71

Trade and other receivables1,348

Contract assets24

Other accrued current assets79

Trade and other current payables(1,891)

Employee benefit liabilities(982)

Revenue in advance (other accrued current liabilities)(393)

Other term receivables and advances124

Property plant and equipment231

Intangible assets (customer relationships)774

Right-of-use asset910

Lease liability(910)

Borrowings(215)

Deferred tax asset458

Total net assets/(liabilities) acquired(372)

Goodwill4,740

4,368

The reconciliation of the carrying amount and goodwill is as follows:

$'000

Carrying amount of the Group's interest in the joint venture as at 31 March 20192,037

NZIFRS16 opening balance adjustment(49)

Share of loss from equity accounted investment277

Carrying amount of the Group's interest in the joint venture prior to business combination2,265

Further consideration paid2,147

Gain/(loss) on fair value of previously held interest(44)

4,368

The transaction was settled by Enprise Group Limited issuing 2,854,649 of its shares at $0.752 per share or NZ$2,146,696.

The Group engaged BDO Auckland to provide accounting advice and valuation services in relation to the business combination of Kilimanjaro Consulting Pty Limited,

including the assessment of the group's previously held equity interest prior to acquisition at NZ$2.221m. The table below summarises the quantitative information

about the significant unobservable inputs used in this level 3 fair value measurement.

Kilimanjaro Consulting Pty Limited is the largest MYOB solutions provider in Australia and the acquisition makes Enprise Group Limited now the largest MYOB

solutions provider in both Australia and New Zealand. The shared strategy of the two companies is to benefit clients by applying the best processes, procedures and

systems from each organisation to create the most efficient delivery of services. The previously separate Enterprise solutions teams already have a history of working

constructively together on the delivery of selected customer projects and these synergies will be further enhanced under full control.

Unobservable inputs

Relationship of unobservable inputs to fair value

Increasing future maintainable earnings and the revenue multiple each by 4%

would increase fair value by NZ$207,000; Lowering each of the above inputs by

4% would decrease fair value by NZ$199,000

Enprise Group Limited acquired the balance of the ordinary shares of Kilimanjaro Consulting Pty Limited under the put option of the deed dated 29 August 2017. The

directors agreed to accept the put option exercised with an effective date of effective 1 January 2020 and on that date took 100% ownership and full control of

Kilimanjaro Consulting Pty Limited.

The full acquisition gave rise to goodwill of AU$4,549,557 and additional customer relationships of AU$697,994.

The acquired business contributed revenues of NZ$3,890,378 and profit after tax of NZ$146,526 to the consolidated entity for the period from 1 January 2020 to 30

June 2020. If the acquisition occurred on 1 April 2019 the full period contributions would have been revenues of NZ$11,768,241 and profit after tax of NZ$1,134,751.

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

24

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

14BUSINESS COMBINATIONS (CONTINUED)

(b)iSell Pty Limited

Range of inputs

27 May 2020

Recurring revenue (AU$'000)740

Non recurring revenue (AU$'000)81

Recurring revenue multiple5.38x

Non recurring revenue multiple1.0x

Fair value

$'000

Cash and cash equivalents(48)

Trade and other receivables106

Contract assets15

Other accrued current assets120

Trade and other current payables(315)

Provisions(223)

Other accrued current liabilities(360)

Property plant and equipment21

Intangible assets (software)2,643

Intangible assets (customer relationships)118

Borrowings(72)

Right-of-use asset144

Lease liability(144)

Total net assets/(liabilities) acquired2,005

Goodwill1,007

3,012

The reconciliation of the carrying amount and goodwill is as follows:

$'000

Carrying amount of the Group's interest in the joint venture as at 31 March 2019 (restated)604

Share of loss from equity accounted investment to 27 May 2020(293)

Further investment in joint venture prior to control being achieved942

Carrying amount of the Group's interest in the joint venture prior to business combination1,253

Gain/(loss) on fair value of previously held interest129

Fair value of previously held interest1,382

Further consideration paid on 27 May 2020 - non-cash conversion of loan760

Non-controlling interest 870

Less: Net identifiable assets acquired(2,005)

- Goodwill on acquisition1,007

The Group engaged BDO Auckland to provide accounting advice and valuation services in relation to the business combination of iSell Pty Limited and its

subsidiaries, including assessment of the fair value of the group's previously held interest in iSell Pty Limited at NZ$1.382m. The table below summarises the

quantitative information about the significant unobservable inputs used in this level 3 fair value measurement.

Enprise Group is a hi-tech software and services investment company and the continued investment and ultimate control of iSell Pty Limited fits well into this strategy.

The Group sees future synergies between iSell and Datagate Innovation Limited as they both target the same Managed Service Provider market and can link their

sales and marketing functions to give each other sales introductions.

Unobservable inputs

Relationship of unobservable inputs to fair value

Increasing recurring revenue, non recurring revenue, the recurring revenue

multiple, and the non recurring revenue multiple each by 4% would increase fair

value by NZ$181,000; Lowering each of the above inputs by 4% would decrease

fair value by NZ$174,000

iSell Pty Limited is the creator of the ITQuoter system and provides its ITQuoter system around the world. The full acquisition gave rise to goodwill of AU$573,656

and customer relationships of AU$127,645. The non-controlling interest in iSell on acquisition was NZ$1,169,610.

The acquired business contributed revenues of NZ$169,097 and profit after tax of NZ$46,507 to the consolidated entity for the period from 27 May 2020 to 30 June

2020. If the acquisition occurred on 1 April 2019 the full year contributions would have been revenues of NZ$1,157,776 and a loss after tax of NZ$896,509.

On 27 May 2020 Enprise Group Limited, acquired a further 1,772,085 shares in iSell Pty Limited taking the total shareholding in the company to 50.82% and gaining

control of the company. The total consideration for this transaction was NZ$759,891 and was funded through repayment of advances made to the company during

the year.

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

25

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

14BUSINESS COMBINATIONS (CONTINUED)

(b)iSell Pty Limited (continued)

30 June 2020

49.18%

1 mth $'000

Assets

Cash and cash equivalents

472

Trade and other receivables

118

Contract assets

14

Other current assets

-

Staff receivables - non current

60

Property plant and equipment

19

Intangible assets

3,728

Right-of-use assets - non-

current

142

Total assets4,553

Liabilities

Trade and other payables

(276)

Contract liabilities

(72)

Provisions - non-current

(302)

Borrowings - non current

(44)

Lease liabilities - non-current

(134)

Related party payable

(259)

Total liabilities(1,087)

Net assets

3,466

Net assets attributable to NCI

1,705

30 June 2020

49.18%

1 mth $'000

Revenue from contracts with customers

169

Net profit/(loss)

47

Other comprehensive income

-

Total comprehensive income

47

- Total comprehensive income attributable to NCI

23

Enprise Group Limited acquired a controlling stake in iSell on 27 May 2020. Equity was also introduced by other non-controlling interests amounting to NZ$492,000

which resulted in a year end non-controlling interest percentage of 49.18%.

Summary of financial position

Summary of financial performance

Enprise Group Limited consolidates 100% of iSell's results and presents the portion of profit/(loss) and other comprehensive income attributable to a non-controlling

interest (NCI).

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

26

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

15INVESTMENTS IN JOINT VENTURES AND ASSOCIATES

30 June 202031 March 2019

Restated

$'000$'000

Carrying amount at the beginning of the period3,440 4,577

Impact of changes in carrying amount as a result of NZ IFRS 16 (see note 28)(49) -

3,391 4,577

New investment in joint ventures and associates1,118 427

Reduction in investments due to business combinations(3,517) -

-

Equity earnings/(losses) from associates and joint ventures

(618) (1,209)

- -

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

257 208

Write down of carrying value of joint venture- (563)

Currency translation(3) -

- -

6283,440

30 June 202031 March 2019

Restated

$'000$'000

Investment in equity accounted joint venture

Datagate Innovation Limited628 799

Kilimanjaro Consulting Pty Limited- 2,037

Investment in equity accounted associate

iSell Pty Limited- 604

- -

6283,440

(a)Joint ventures and associates

Percentage ownership

30 June 202031 March 2019

Datagate Innovation LimitedNew ZealandSoftware sales33.50 36.05

Kilimanjaro Consulting Pty LimitedAustraliaSoftware sales & supportn.a *47.09

iSell Pty LimitedAustraliaSoftware salesn.a *19.87

* Refer to note 14 for details of the acquisition of these former joint ventures and associates.

The Group's joint venture and associates at 30 June 2020 are set out below. The country of incorporation or registration is also their principal place of business.

Name of EntityPrincipal Activity

Carrying amount of joint ventures and associates

Investment by joint venture or associate

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

losses in an associate or joint venture equals or exceeds its carrying value, the Group does not recognise further losses, unless it has incurred obligations or made

payments on behalf of the associate or joint venture

The requirements of NZ IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an

associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with NZ IAS 36

as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss

recognised is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is

recognised in accordance with NZ IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

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

control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of

the parties sharing control.

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

power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

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

the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. Goodwill relating to associates and joint ventures is included

in the carrying amount of the investment.

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

identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.

Country of incorporation

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

27

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

15INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (CONTINUED)

(b)Summary financial information of joint ventures

30 June 202031 March 2019

$'000$'000

Net assets of joint venture5571,199

Proportion of the Group's ownership interest in the joint venture187432

Goodwill441367

Carrying amount of the Group's interest in the joint venture

628799

30 June 202031 March 2019

$'000$'000

Assets and liabilities of joint ventures are as follows:

Current assets

747 737

Non-current assets

377 818

Current liabilities

(282) (158)

Non-current liabilities

(285) (198)

5571,199

Results of joint venture

15 mths $'00012 mths $'000

Revenue

1,160 441

Losses after taxation

(1,740) (1,542)

Total comprehensive income

(1,740) (1,542)

Group share of loss

(603)(590)

Group share of total comprehensive income is made up of the following:

Gain on dilution257 208

Share of operating loss(603) (590)

Group share of total comprehensive income

(346)(382)

30 June 202031 March 2019

$'000$'000

Balance sheet

Cash and cash equivalents

533 635

Trade and other receivables

193 83

Trade and other creditors

(209) (108)

Property, plant and equipment

19 12

Intangible assets

358 805

Profit and loss

Depreciation and amortisation

476 390

Interest income

- (13)

Summary of joint venture's financial statements

Other key financial information

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

Datagate has been involved in a number of capital raising events the most recent being October 2019 where the Group acquired an additional 92,632 shares but was

diluted. As a direct result of the capital raising the Group has recognised a gain on dilution of $256,605 (last year: $208,022).

Datagate is a limited liability company whose legal form confers separation between the parties to the joint arrangement and the company itself. The joint

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

relevant activities. Enprise has the ability to appoint one out of three directors and therefore has joint control. Furthermore, the parties to the joint arrangement have

rights to the net assets of the arrangement on wind up. The joint arrangement is therefore classified as a joint venture and the Group accounts for its investment in

accordance with the equity method.

The Board is comfortable that there is no impairment to the carrying value of Datagate due to external investment continuing to be received. The last capital raise in

October 2019 was at $1.90 per share valuing Datagate at $10,537,330. Enprise's shareholding at $1.90 per share is $3,089,581, this is substantially higher than the

carrying value. If the Board decided to liquidate this asset the recovery is expected to be significantly higher than the carrying value.

Datagate Innovation Limited

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

28

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

15INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (CONTINUED)

(b)Summary financial information of joint ventures (continued)

31 March 2019

$'000

Net assets of joint venture(1,882)

Proportion of the Group's ownership interest in the joint venture(886)

Goodwill3,046

Write down of carrying value of joint venture(123)

Carrying amount of the Group's interest in the joint venture

2,037

31 March 2019

$'000

Assets and liabilities of joint ventures are as follows:

Current assets

2,231

Non-current assets

813

Current liabilities

(3,937)

Non-current liabilities

(989)

(1,882)

Results of joint venture

$'000

Revenue from contracts with customers

8,380

Profit/(loss) after taxation

(1,266)

Total comprehensive income/(loss)

(1,266)

Group share of total comprehensive income/(loss)

(596)

31 March 2019

$'000

Balance sheet

Cash and cash equivalents

275

Trade and other receivables

1,249

Trade and other creditors

(1,196)

Current financial liabilities

(57)

Non-current financial liabilities

(142)

Property, plant and equipment

267

Intangible assets

65

Profit and loss

$'000

Depreciation and amortisation

(818)

Interest income

4

Interest expense

(40)

Income tax benefit

242

-

Kilimanjaro Consulting Pty Limited

Summary of joint venture's financial statements (converted to NZD)

Other key financial information (converted to NZD)

Refer to note 14 for details of the acquisition of this former joint venture.

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

29

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

15INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (CONTINUED)

(c)Summary financial information of associates

31 March 2019

Restated

$'000

Net assets of associate920

Proportion of the Group's ownership interest in the associate183

Goodwill861

Write down of carrying value of joint venture(440)

Carrying amount of the Group's interest in the associate

604

.

31 March 2019

$'000

Assets and liabilities of associate are as follows:

Current assets

237

Non-current assets

1,179

Current liabilities

(421)

Non-current liabilities

(75)

920

Results of associate

$'000

Revenue

888

Losses after taxation

(104)

Total comprehensive income

(104)

Group share of total comprehensive income

(23)

31 March 2019

$'000

Balance sheet

Cash and cash equivalents

17

Trade and other receivables

111

Trade and other creditors

(34)

Property, plant and equipment

40

Intangible assets

1,139

Profit and loss

Depreciation and amortisation

(25)

Interest income

-

Interest expense

(11)

Income tax expense or benefit

-

Refer to note 14 for details of the acquisition of this former associate.

Summary of associate's financial statements (converted to NZD)

Other key financial information (converted to NZD)

iSell Pty Limited

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

30

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

16INVESTMENTS IN OTHER ENTITIES

30 June 202031 March 2019

$'000$'000

Carrying amount at the beginning of the year593 321

New investment in other entities- 24

- - Changes in fair value of other investments220 345

Sale of investment in other entities- (97)

- -

813593

30 June 202031 March 2019

$'000$'000

- - Vadacom Holdings Limited

813593

Vadacom Holdings Limited

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

Range of inputs

20202019

Recurring revenue ($'000)2,500 1,701

Non recurring revenue ($'000)1,353 1,573

Recurring revenue multiple4.20x4.15x

Non recurring revenue multiple1.0x1.0x

Zhik Pty Limited

Carrying amount of investments in other entities

At 30 June 2020 the shares in Vadacom Holdings Limited have been independently valued at $14.25 (31 March 2019: $10.40) resulting in a gain of $219,631 (last

year: $345,415). This gain has been recognised as other comprehensive income.

Relationship of unobservable inputs to fair value

Increasing recurring revenue, non recurring revenue, the recurring revenue

multiple, and the non recurring revenue multiple each by 4% would increase fair

value by $62,000 (last year: $47,000); Lowering each of the above inputs by 4%

would decrease fair value by $60,000 (last year: $45,000).

Unobservable inputs

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

at fair market value at the end of the financial year.

The shareholding in Zhik Pty Limited was relinquished in the previous financial year.

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

income (FVOCI).

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

dilution of shares has resulted in a reduction to Enprise's shareholding to 6.45% at balance date.

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

31

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

17PROPERTY PLANT AND EQUIPMENT

Computer equipment20-50%

Furniture and fittings10-50%

Office equipment10-50%

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

At 1 April 2018

Cost195 172 87 454

Accumulated amortisation and impairment(148) (128) (75) (351)

Net book value47 44 12 103

Year ended 31 March 2019

Opening net book value amount47 44 12 103

Additions19 10 1 30

Depreciation charge(31) (17) (2) (50)

Closing net book value35 37 11 83

At 31 March 2019

Cost214 182 88 484

Accumulated amortisation and impairment(179) (145) (77) (401)

- Net book value35 37 11 83

Period ended 30 June 2020

Opening net book value amount35 37 11 83

Additions through business combinations137 103 11 251

Additions43 - 4 47

Reclassifications4 - (4) -

Depreciation charge(67) (32) (5) (104)

Foreign exchange gain/(loss)4 3 - 7

Closing net book value156 111 17 284

At 30 June 2020

Cost396 289 100 785

Accumulated amortisation and impairment(240) (178) (83) (501)

- Net book value156 111 17 284

- - - -

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

replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. The cost is recognised in the carrying amount of the plant and

equipment as a replacement only if it is eligible for capitalisation. All other repairs and maintenance are recognised in the statement of comprehensive income as

incurred.

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

follows:

Computer

equipment

Furniture

and fittings

Office

equipment

Total

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

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

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

32

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

18INTANGIBLE ASSETS

Goodwill

Customer relationships

Software

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

At 1 April 2018

Cost- 329 1,626 1,955

Accumulated amortisation and impairment- (195) - (195)

Net book value- 134 1,626 1,760

Year ended 31 March 2019

Opening net book value amount- 134 1,626 1,760

Amortisation charge- (65) - (65)

Closing net book value- 69 1,626 1,695

At 31 March 2019

Cost- 329 1,626 1,955

Accumulated amortisation and impairment- (260) - (260)

- Net book value- 69 1,626 1,695

Year ended 30 June 2020

Opening net book value amount- 69 1,626 1,695

Additions through business combinations2,643 893 5,747 9,283

Additions- 19 19 38

Exchange differences(12) 19 121 128

Amortisation charge(22) (162) - (184)

Closing net book value2,609 838 7,513 10,960

- - -

At 30 June 2020

Cost2,631 1,260 7,513 11,404

Accumulated amortisation and impairment(22) (422) - (444)

- Net book value2,609 838 7,513 10,960

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

cash flow analysis (value in use). Estimated future cash flow projections are based on the Group's five-year business plan for the business units.

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

This intangible asset has been assessed as having a finite life and is amortised using the straight line method over a period of 5 years. The amortisation has been

recognised in the statement of comprehensive income within depreciation and amortisation expense. If an impairment indication arises, the recoverable amount is

estimated and an impairment loss is recognised to the extent that the recoverable amount is lower than the carrying amount. No impairment has been assessed

for the current financial year (last year: nil).

"In-house" developed software costs are capitalised on completion and amortised on a straight-line basis over the period of their expected benefit, being their finite

life of 10 years. The software on acquisition was assessed at a value of AU$2,459,500. Employment costs associated with developing the software are

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

software.

Software

Customer

relationships

GoodwillTotal

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

and contingent consideration acquired.

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

impairment.

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

33

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

18INTANGIBLE ASSETS (CONTINUED)

Significant intangible assets held are as follows:

Carrying amount

$'000

Customer Relationships - Kilimanjaro Consulting Pty Limited672 54 months

Customer Relationships - iSell Pty Limited116 59 months

ITQuoter software2,609 119 months

30 June 202031 March 2019

$'000$'000

Enterprise division - New Zealand

1,227 1,209

Enterprise division - Australia

5,283 417

iSell

1,003 -

- -

7,5131,626

Key assumptions used in determining the future cash flows from each CGU over the next 5 years are as follows.

New Zealand

Australia

%%

Revenue growth rate (next 5 years)

2.50%2.50%

Discount rate (next 5 years)

20.00%20.00%

2020/212021/222022/232023/242024/25

%%%%

%

Revenue growth rate

39.30%84.03%42.89%30.02%26.35%

Discount rate (next 5 years)

31.91%(post tax 25.70%)

Management has performed sensitivity analysis on iSell Pty Limited and as a result the key assumptions and the effect on the carrying value is as follows:

+ 5%- 5%

$'000$'000

Revenue growth rates

303 (284)

Discount rates

(890) 608

The carrying value of iSell Pty Limited is impaired when the growth rate decreases by 5.10% and the pre-tax discount rate is above 33.34% (post tax 26.91%).

Remaining

amortisation period

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

The terminal value is based on a 2% perpetual revenue growth rate after five years. These assumptions are based on continued growth in new products and services

being delivered by Enprise to both new and existing customers.

The discount rate was estimated based on the weighted average cost of capital of similar public listed companies adjusted for differences in risk profiles.

It is assumed that cost increases consistent with growth rates except for increases in staff numbers required to support the growth in customer numbers.

Management has performed sensitivity analysis on the Enterprise Solutions divisions key assumptions and believes that no reasonably foreseen possible changes in

any of the above key assumptions would cause the carrying value of goodwill to be materially lower than its recoverable amount.

iSell Pty Limited

Enterprise Solutions

Sensitivity analysis

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

34

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

19RIGHT-OF-USE ASSETS

PropertyTotal

$'000$'000

At 1 April 2019

Cost767 767

Accumulated depreciation(649) (649)

Net book value recognised on 1 April 2019118 118

Year ended 30 June 2020

Opening net book value amount118 118

Additions1,075 1,075

Acquisitions from business combinations1,058 1,058

Exchange differences17 17

Depreciation charge(417) (417)

- Closing net book value1,851 1,851

At 30 June 2020

Cost2,167 2,167

Accumulated amortisation and impairment(316) (316)

- Net book value1,851 1,851

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease

liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, and any initial direct costs

incurred by the lease.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter.

Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-

value assets. Lease payments on these assets are expensed to profit or loss as incurred.

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

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

leases (net of any incentives received from the lessor) were charged to profit or loss on a straight-line basis over the period of the lease.

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

35

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

20BORROWINGS

Cash on hand and at bank

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

Borrowings

30 June 202031 March 2019

$'000$'000

Current cash on hand / (borrowings)

- -

Cash on hand and at bank

3,169 771

- -

Bank borrowings

(347) (635)

Other borrowings

- -

2,822 136

Non-current borrowings

Bank borrowings - non current

(94) -

Other borrowings - non current

(44) -

- -

Non-current borrowings

(138) -

Net cash on hand

2,684136

(a)Summary of borrowing arrangements

- An interest only loan of AU$11,000 due to a shareholder of iSell (Bullitt Super Fund). The interest rate at 30 June 2020 is 10.9%.

- At 30 June 2020 AU$28,393 remains owing to an ex employee for an original settlement on 30 June 2015 of AU$120,000. The interest rate at balance date is 5%.

- As at 28 February 2020 iSell has financed insurance premiums over 10 months at 9.29%.

(b)Reconciliation of liabilities arising from financing activities

Bank borrowingsOther borrowingsLease Liabilities

$'000$'000$'000

Balance at 1 April 2018

949 - -

Financing cash flows(314) - -

-

Balance as at 31 March 2019

635 - -

Adoption of IFRS16- - 157

- Acquisitions from business combinations152 135 -

Non-cash changes(27) 2,140

- - Financing cash flows(350) (65) (415)

Exchange differences4 1 1

- Balance as at 30 June 2020441 44 1,883

- - -

On 3 January 2017 Kilimanjaro Consulting Pty Limited entered into a loan agreement with the Commonwealth Bank of Australia for AU$300,000. The bank loan is

secured by unlimited cross guarantee of Red Cow Investments Pty Limited, Kilimanjaro Consulting Pty Limited and R Baskind. The interest rate at 30 June 2020 is

6.09%. The loan had an original term of 60 months however this has been extended due to 6 months COVID-19 relief and is now due to mature in September 2022.

The balance of the borrowings on date of acquisition was AU$147,027.

The Group acquired historical unsecured borrowings and amounts owing to third parties on the acquisition of iSell Pty Limited, as follows ;

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

three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

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

activities are those for which cash flows were, or future cash flows will be, classified in the Group’s statement of cash flows as cash flows from financing activities:

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

between the net proceeds and the redemption amount is recognised in the profit and loss over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance

date.

On 15 December 2017 the Company took out a $1 million loan with ASB Bank. The bank loan is secured by unlimited cross guarantee and indemnity from and

between Enprise Group Limited, Enprise Solutions Limited, Enprise Australia Pty Limited, Global Bizpro Limited, and Enprise Limited. The interest rate at 30 June

2020 is 5.35% (last year: 6.82%). The loan has a term of 36 months and will mature on 1 January 2021.

The losses incurred by joint ventures and associates in prior years has seen the Group in technical breach of its banking covenant in respect of interest cover ratio.

The bank has provided a waiver of this breach. The Group has, prior to year end, met the interest cover ratio.

The ASB Bank has provided an overdraft facility of $500,000 and the Commonwealth Bank of Australia has provided an overdraft of AU$260,000.

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

36

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

21LEASE LIABILITIES

30 June 202031 March 2019

$'000$'000

- - Lease liabilities1,883 -

Classified as

- - Current 704 -

- - Non-current1,179 -

- - 1,883 -

(a)Remaining contractual cashflows

Maturity analysis of the contractual undiscounted cashflows are as follows:

30 June 202031 March 2019

$'000$'000

Not later than one year 815 -

Later than one year but not later than 5 years891 -

Later than 5 years 498 -

2,204 -

There are no lease extension options in addition to the lease liability recognised above.

(b)Critical accounting judgements and estimates

Lease Term

Incremental borrowing rate

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

the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates it would have to pay a third party to

borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.

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

there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be

exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical

incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may

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

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

exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made

over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.

Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to

be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated

termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future

lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a

lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully

written down.

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

37

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

22EQUITY

(a)Share capital

Number of authorised sharesShare capital

Contributed equity - ordinary shares

30 June 202031 March 201930 June 202031 March 2019

sharesshares$'000$'000

Opening ordinary shares9,577,570 9,577,570 6,566 6,566

Issue of ordinary shares - Kilimanjaro acquisition2,854,649 - 2,147 -

Issue of ordinary shares - iSell share swap1,197,234 - 900 -

Issue of ordinary shares - Rights issue 2,271,442 - 1,136 -

- - 15,900,895 9,577,570 10,749 6,566

(b)Dividends

30 June 202031 March 201930 June 202031 March 2019

cents per sharecents per share$'000$'000

Final dividend for the period ended 31 March 2018- 1.00 - 95

- - - 1.00 - 95

23RELATED PARTY TRANSACTIONS

(a)Interest in other Entities

(b)Ultimate Parent

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

(c)Transactions with Related Parties

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

Sale of services Purchase of services

Name of Entity

30 June 202031 March 201930 June 202031 March 2019

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

Kilimanjaro Consulting Pty Limited**321 399 46 49

Zhik Pty Limited- 11 - 19

Vadacom Limited*7 13 - -

Next Telecom*- - 102 -

Datagate Innovation Limited- 17 - -

iSell Pty Limited***107 29 - -

Nicholas Paul (Director)- - 135 3

435 469 283 71

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

** The related party transactions for the current period are up to the date of acquisition (1 January 2020)

*** The related party transactions for the current period are up to the date of acquisition (27 May 2020)

On 16 September 2020 the Directors resolved to provide for a final dividend to be paid in respect of the period ended 30 June 2020. The dividend has been paid at a

rate of 2.0 cents per share for all shares on issue at 9 October 2020. 150,683 shares have been issued under the dividend reinvestment plan. No imputation credits

are available to be attached.

All shares on issue are fully paid. All ordinary shares rank equally with one vote attached to each fully paid ordinary share and have equal dividend rights and no par

value.

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

by the Group. The country of incorporation or registration is also their principal place of business.

On 1 January 2020, 2,854,649 shares were issued to existing Kilimanjaro shareholders to acquire the balance of the shares in Kilimanjaro. The shares were issued at

a price of $0.752 per share. On 1 January 2020, 1,197,234 shares were issued to existing shareholders in exchange for shares in iSell Pty Limited. The shares were

issued at a price of $0.752 per share. On 8 May 2020 2,271,442 shares were issued to eligible shareholders as part of a rights issue. The shares were issued at a

price of $0.50 per share.

Share capital comprises of ordinary shares only. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net

of tax, from the proceeds.

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

38

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

23RELATED PARTY TRANSACTIONS (CONTINUED)

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

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

Amounts owed by related partiesAmounts owed to related parties

Name of Entity

30 June 202031 March 201930 June 202031 March 2019

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

Kilimanjaro Consulting Pty Limitedn.a146 n.a29

Zhik Pty Limited- 18 - -

Next Telecom Limited- - 52 -

- 164 52 29

0-30 days31-60 days61-90 days+91 daysTotal

$'000

$'000$'000

$'000$'000

At 30 June 2020

- - - - -

At 31 March 2019

33 32 31 68 164

Allowance for impairment loss

(e)Loans to/from related parties

Amounts owed by related partiesAmounts owed to related parties

Name of Entity

30 June 202031 March 201930 June 202031 March 2019

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

Kilimanjaro Consulting Pty Limitedn.a572 n.a-

iSell Pty Limitedn.a97 n.a-

- -

- 669 - -

- - Current- 193 - -

- - Non-Current- 476 - -

- 669 - -

(f)Key management personnel

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

30 June 202031 March 2019

15 mths $'00012 mths $'000

Salaries, bonuses and commissions387 201

Consultancy fees135 3

Directors' fees112 69

634 273

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

Key management did not receive and are not entitled to receive any post-employment or long term benefits (last year: nil).

Shares issued to directors/related party interests in relation to the business combination are as follows:

$'000Shares

Kilimanjaro put option (1 January 2020)

Red Cow Investments Pty Limited*

1,151

1,530,522

iSell Share swap (1 January 2020)

Nightingale Partners Pty Limited**

450

598,617

*Related party to Ronald Baskind

**Related parties to Lindsay Phillips

The Group has used specific identification on all overdue debtors. The Group measures the loss allowance on related party receivables by referencing past default

experience of the debtor and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtor. Through this assessment, only

a small portion of debt has been determined unrecoverable.

The following balances are outstanding at the end of the reporting period in relation to both documented and undocumented loans with related parties.

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

39

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

23RELATED PARTY TRANSACTIONS (CONTINUED)

(g)Directors' fees

Directors received director's fees as detailed below:

Directors' fees

30 June 202031 March 2019

15 mths $'00012 mths $'000

L Phillips50 40

G Cooper- -

N Paul31 25

R Baskind- -

M Fong31 4

- -

112 69

24CASH FLOW RECONCILIATION

30 June 202031 March 2019

Restated

$'000$'000

Profit/(loss) for the period

1,359 (1,041)

Adjustments for:

Depreciation and amortisation

705 115

Net loss/(gain) on foreign exchange(60) 40

Release of fit out loan(19) (15)

Impairment loss on trade receivables24 (33)

Share of loss from equity accounted investments276 1,001

Write down of carrying value of joint ventures- 563

Loan issued in exchange for services(285) (572)

Movements in working capital

(Increase)/decrease in trade and other receivable

(1,629) 22

(Increase)/decrease in contract assets

(350) 21

(Increase)/decrease in income taxes receivable1 (1)

Increase/(decrease) in trade and other payables1,777 130

Increase/(decrease) in provisions1,268 41

Increase/(decrease) in contract liabilities1,284 (18)

(Increase)/decrease in deferred tax asset(1,394) 140

Increase/(decrease) in deferred tax liabilities814 (52)

New working capital assumed on acquisition(1,110) -

- -

Net cash inflow from operating activities2,661341

25CONTINGENT LIABILITIES

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

26SUBSEQUENT EVENTS AFTER BALANCE DATE

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

which is recoverable from, or payable to, the taxation authority is classified as part of operating cash flows.

On 22 October 2020 Enprise Group Limited took up its full allocation of shares (152,290) in a rights issue in Datagate Innovation Limited. The rights issue price was

$2.20 per share or $335,038.

Details of the dividend declared are disclosed in note 22(b).

Reconciliation of net profit to net cash flows from operations:

An offer has been made to the other shareholders of iSell Pty Limited to acquire their shares for AU$0.30 per share. Three shareholders have agreed to accept this

offer which is subject to pre-emptive rights and iSell Board approval.

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

40

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

27FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES

(a)Interest rate risk

The local operational bank accounts do not earn interest.

ProfitEquity

30 June 202031 March 201930 June 202031 March 2019

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

+1% (100 basis points)(4) (5) (4) (5)

- 1% (100 basis points)4 5 4 5

(b)Credit risk

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

(c)Liquidity risk

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

30 June 2020$'000$'000$'000$'000$'000

-

Trade and other payables2,787 -

- - 2,787

Term loan279 212 102 - 593

Other borrowings3 1 42 1 47

Total

3,069 213 144 1 3,427

Management have reviewed the customer base for industry segments based on SIC codes and have evaluated the credit risk for each segment. There are no

significant concentrations of trade receivable counterparties.

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

Standard and Poor's credit rating of AA-.

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

Exposure at balance date is addressed in each applicable note. The carrying amount of financial assets represents the maximum credit exposure.

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

receivables.

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

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

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

forecast projections.

The Group’s exposure to market interest rates relates primarily to the Group’s cash deposited in interest-bearing call accounts and term loans. Interest rates are

monitored although there is generally no significant variation in interest rates offered by the different major banks.

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

credit rating, financial position, past experience and industry reputation. Risk limits are set for each individual customer in accordance with parameters set by the

board. These risk limits are regularly monitored.

Liquidity risk is the risk of an unforeseen event or miscalculation in the required liquidity level that will result in the Group foregoing investment opportunities or not

being able to meet its obligations in a timely manner, and therefore gives rise to lower investment income or to higher borrowing costs than otherwise. Prudent

liquidity risk management includes maintaining sufficient cash, and ensuring the availability of adequate amounts of funding from credit facilities.

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

contractual maturity date.

At 30 June 2020, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post-tax profit and equity would have been

affected as follows:

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

41

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

27FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES (CONTINUED)

(c)Liquidity risk (continued)

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

31 March 2019$'000$'000$'000$'000$'000

-

Trade and other payables1,010 -

- - 1,010

Term loan184 184 307 - 675

- Other payables8 7 4 - 19

Total

1,202 191 311 - 1,704

(d)Financial instrument classification

30 June 202031 March 2019

$'000$'000

Financial asset at fair value through other comprehensive income813 593

Amortised Cost

Cash and cash equivalents3,169 771

Trade receivables (excluding prepayments)2,675 1,263

Staff receivables103 87

6,760 2,714

30 June 202031 March 2019

$'000$'000

Trade and other payables2,787 1,010

Other payables- 19

Borrowings44 -

2,831 1,029

(e)Foreign currency risk

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

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

time. Although each subsidiary or geographic segment is subject to variations in foreign currency rates, each segment is not material.

Financial assets

Financial liabilities at amortised cost

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

dollars) to the local currency of the subsidiary to fund operations.

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

42

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

28NEW ACCOUNTING STANDARDS

(a)Adoption of New Standards

There was one new accounting standard adopted during the period.

NZ IFRS 16: Leases (effective for annual periods beginning on or after 1 January 2019).

Recognition and measurement

- Recognition of a lease liability reflects the initial measurement of the present value of lease payments, including reasonably certain renewals.

- The ROU are subsequently measured through depreciating the asset based on NZ IAS 16: 'Property, plant and equipment'.

(b)Summary of NZ IFRS 16 adjustments

Impact to opening retained earnings

$'000

- Balance as at 1 April 2019

(346)

NZ IFRS16 adjustments

Change in recognition of right of use asset

117

Change in recognition of lease liability

(157)

Change in recognition of equity earnings from joint ventures

(49)

Change in deferred tax asset

44

Change in deferred tax liability

(33)

- Adjusted balance at 1 April 2019

(424)

(c)Reconciliation to operating lease commitments

The previously disclosed operating lease commitments at 31 March 2019 are reconciled as follows

1 April 2019

$'000

Total payments previously disclosed173

Adjustments to payments previously disclosed(9)

Impact of discounting at weighted average incremental borrowing rate of 6.82%(7)

157

The impacts of implementing NZ IFRS 16 from 1 April 2019 are as follows for all leases that the Group is party to:

- Initially the right-of-use (ROU) asset has been measured at its carrying amount as if NZ IFRS 16 had been applied since the commencement of the lease, but

discounted using the Group's borrowing rate.

This standard replaces the previous guidance in NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the

use of an identified asset for a period of time in exchange for consideration. Under NZ IAS 17, a lessee was required to make a distinction between a finance

lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 now requires a lessee to recognise a lease liability reflecting future lease

payments and a 'right-of-use asset' for virtually all lease contracts. The profit and loss is impacted by the recognition of an interest expense and a depreciation

expense and the removal of the previous rental expense.

- The lease liability is reduced when payments are made and interest taken up based on the effective interest method, using a discount rate determined at

lease commencement.

The Group has elected to adopt the cumulative effect approach under which the Group will not restate comparative information. Based on existing lease

arrangements, the preliminary assessment of the adoption of NZ IFRS 16 results in the recognition of the following:

This standard affected primarily the accounting for the Group's operating leases. Applying the new standard impacted our net profit. Rental and lease expenses

are effectively reclassified into a deprecation component and an interest component to reflect the implied financing in the lease.

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

43

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

29RESTATEMENT OF COMPARATIVES

(a)Summary of restatement

Inputs used - iSell Pty Limited2019

Fair value estimate

Recurring revenue (AU$'000)731

Non recurring revenue (AU$'000)32

Recurring revenue multiple4.38x

Non recurring revenue multiple1.0x

(b)

Impact to profit and loss

31 March 2019

as reported

adjustment

31 March 2019

as restated

$'000$'000$'000

Revenue from contracts with customers6,714

- 6,714

Other operating income*12

35 47

Employee expense(4,080)

- (4,080)

Other operating costs*(1,943)

(35) (1,978)

Other gains/(losses) - net(40)

- (40)

Equity earnings/(losses) from associates and joint ventures(1,001)

- (1,001)

Write down of carrying value of joint ventures(123)

(440) (563)

Finance cost - net(52)

- (52)

Income tax benefit/(expense)(88)

- (88)

Profit/(loss) for the period

(601) (440) (1,041)

- -

Other Comprehensive Income

Foreign currency translation differences10

- 10

Changes in the fair value of investments through other comprehensive income345

- 345

Total comprehensive income for the period

(246) (440) (686)

- -

* Recharged to associates and joint ventures have previously been applied against costs.

After the application of the above inputs it was concluded that the prior year carrying value was overstated by $440,285 and that the impairment be adopted and

corrected for in the comparative information.

After consultation with independent corporate finance advisors, the post tax WACC rate was adjusted from 14% (20% pre tax) in the 2019 annual report to 25.7%. A

fair value estimate was considered as well as a value-in-use model. Other parameters used to reassess the recoverable amount of our previous carrying value in

iSell Pty Limited at 31 March 2019 are as follows:

Following the qualified audit opinion on the financial statements for the year ended 31 March 2019, Enprise Group undertook a review of the methodology and

parameters used to support the previous carrying values for its investments in Kilimanjaro Consulting Pty Ltd and iSell Pty Ltd. Advice was sought from independent

corporate finance advisors - no adjustment was necessary in relation to Kilimanjaro, however an impairment charge was required for iSell which related to the 31

March 2019 period.

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

44

Enprise Group Limited
Notes to the Consolidated Financial Statements

for the 15 months ended 30 June 2020

29RESTATEMENT OF COMPARATIVES (CONTINUED)

(c)

Impact to balance sheet

31 March 2019

as reported

adjustment

31 March 2019

as restated

$'000$'000$'000

Assets

Cash and cash equivalents771

- 771

Trade and other receivables1,324

- 1,324

Contract assets296

- 296

Current tax assets1

- 1

Staff receivables54

- 54

Loans to related parties193

- 193

Investments in associates, joint ventures3,880

(440) 3,440

Investments in other entities593

- 593

Staff receivables - non current33

- 33

Property plant and equipment83

- 83

Intangible assets1,695

- 1,695

Deferred tax asset352

- 352

Other non-current assets476

- 476

9,751 (440) 9,311

Liabilities & Equity

Trade and other payables1,010

- 1,010

Provisions233

- 233

Contract liabilities705

- 705

Borrowings635

- 635

Other current liabilities15

- 15

Deferred tax liability79

- 79

Other non-current liabilities4

- 4

Share capital6,566

- 6,566

Foreign exchange translation reserve65

- 65

Financial assets at FVOCI reserve345

- 345

Retained earnings94

(440) (346)

9,751 (440) 9,311

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

45

Enprise Group Limited
Corporate Information

for the 15 months ended 30 June 2020

Company Information

New Zealand company number1562383

ARBN (Australian Registered Body Number)125 825 792

ABN (Australian Business Number)41 125 825 792

Contact DetailsNew ZealandPrincipal place of business

Level 2, 16 Hugo Johnston DriveLevel 2, 16 Hugo Johnston Drive

Penrose, Auckland 1061Penrose, Auckland 1061

PO Box 62262Phone: +64 9 829 5500

Sylvia Park

Auckland 1644Registered office

Phone: +64 9 829 5500Level 2, 16 Hugo Johnston Drive

Fax: +64 9 829 5501Penrose, Auckland 1061

Australia Principal place of business – Australia

Level 4, 122 Walker StreetLevel 4, 122 Walker Street

North SydneyNorth Sydney, NSW 2060

NSW 2060

Phone: +61 2 8355 7055

Fax: +61 2 8355 7045

Internet addresswww.enprisegroup.com

Emailinfo@enprisegroup.com

DirectorsGeorge Cooper

Chief Executive Officer

Lindsay Phillips

Chairman

Nicholas Paul

Non-executive Director

Ronald Baskind

Executive Director

Marissa FongNon-executive Director

Share RegisterLink Market Services Limited

Level 7, Zurich House

21 Queen Street

Auckland, New Zealand

Phone: +64 9 375 5990

Enprise Group Limited shares are listed on the NZX Market

AuditorRSM Hayes Audit

LawyerHudson Gavin Martin, Auckland, New Zealand

Sean Joyce, Auckland, New Zealand

Principal BankersASB Bank Limited, Auckland, New Zealand

46


Independent Auditor’s Report


To the shareholders of

Enprise Group Limited






Opinion


We have audited the consolidated financial statements of Enprise Group Limited and its subsidiaries (the

group), which comprise:


- the consolidated statement of financial position as at 30 June 2020;


- the consolidated statement of comprehensive income for the 15 month period then ended;


- the consolidated statement of changes in equity for the 15 month period then ended;


- the consolidated statement of cash flows for the 15 month period then ended; and


- the notes to the consolidated financial statements, which include significant accounting policies.


In our opinion, the consolidated financial statements on pages 6 to 45 present fairly, in all material respects, the

financial position of the group as at 30 June 2020, and of its financial performance and its cash flows for the

period then ended in accordance with New Zealand equivalents to International Financial Reporting Standards

and International Financial Reporting Standards.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.


We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board, and

we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Other than in our capacity as auditor we have no relationship with, or interests in, the group.


Key audit matters


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

the consolidated financial statements of the current period. The three key audit matters identified on the

subsequent pages were addressed in the context of our audit of the consolidated financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.










Acquisitions of Kilimanjaro Consulting Pty Limited and iSell Pty Limited

Why we considered this to be a key audit matter

As detailed in Note 14 Business Combinations,

increases in the Enprise Group’s level of investment

has led to control being obtained over both

Kilimanjaro Consulting Pty Limited (Kilimanjaro) and

iSell Pty Limited (iSell). Both of these entities were

previously recorded as equity-accounted joint

ventures or associates, and are now considered

subsidiaries of the group.

The accounting requirements for such acquisitions

achieved in stages (step acquisitions), where non-

controlling interests were previously held as equity-

accounted investments, require significant

judgements in relation to:

- Determining the date that control was achieved

- Remeasurement of the previously held equity

interest in each acquiree at the respective

acquisition-date

- Determining the fair values of the acquired

assets and liabilities of each acquiree, including

intangible assets acquired, for the purposes of

determining the initially recorded values of those

acquired assets and liabilities within the Enprise

group.

As the accounting for these acquisitions has a

continuing impact on the balance sheet and reported

results, this area was considered to be a key audit

matter given the financial significance and degree of

subjectivity in making these assessments.

How our audit addressed this key audit matter

In order to evaluate the date that control was

achieved, for both acquisitions we obtained and

considered:

- Details of the existing arrangements between

shareholders and the additional investment

made in the period;

- The group’s accounting advisors reports in

relation to each acquisition.

We obtained management’s advisors reports

estimating the fair value of the previously held

interests in each of the acquirees. We evaluated

the competencies of management’s expert and the

suitability of their work for the purposes of the

estimates. We assessed the reasonableness of the

valuation methodology and the range of inputs

utilised.

We performed tests of detail in relation to the

completeness, accuracy and valuation of the

acquired assets and liabilities.

Where fair value was required to be estimated in

relation to acquired intangible assets, we obtained

management’s workings, evaluated the

assumptions made and tested the calculations to

ensure the valuation estimates used were

appropriate.

We considered whether the accounting entries

recognised to account for the step acquisitions were

consistent with the requirements of NZ IFRS 3

Business Combinations, and evaluated the related

disclosures.

We confirmed the consideration transferred for the

acquisitions was recorded correctly, and that

goodwill as a residual was correctly accounted for

in relation to these acquisitions.




Testing of non-current assets for potential impairment

Why we considered this to be a key audit matter

The group has recognised $10,960,000 of goodwill

and other intangible assets as at 30 June 2020 as

detailed in Note 18.

As a result an annual impairment test is required

under NZ IAS 36 Impairment of Assets. The testing

of the carrying value of the group’s assets for

impairment involves subjective assumptions and the

application judgment in calculating the estimated

recoverable amount of each cash generating unit, in

order to determine whether impairment is required.

Key considerations applied by management include:

- Determining the allocation of both assets and

cashflows (including corporate costs) across the

group’s cash generating units (CGUs);

- Accuracy of cashflow forecast information given

the current operating environment;

- Determining appropriate discount rates to apply

in determining the recoverable amount of each

CGU.

The impairment testing is considered to have a high

degree of inherent estimation uncertainty, as

changes in cashflow assumptions or discount rates

can have a very significant impact on the assessed

recoverable amount.

How our audit addressed this key audit matter

Our procedures in relation to the impairment testing

of the group’s cash generating units included:

- Evaluating the basis of the allocation of assets

and cashflows to CGUs within the group;

- Understanding and evaluating the process used

to develop the cashflow forecasts used for the

purposes of impairment testing;

- Assessing the group’s past performance in

achieving forecast results;

- Comparing and critiquing the assumptions and

models utilised in the forecasts, including

expectation of future revenue growth and

margin levels;

- Evaluating how allowance for the current

uncertain economic conditions have been

incorporated into the forecasting and

impairment testing;

- Comparing the discount rate utilised to our own

expectations based on consultation with our

valuation specialists; and

- Performing sensitivity testing for reasonably

possible changes in key assumptions.


We evaluated the related disclosures within the

financial statements in relation to the requirements

of NZ IAS 36.

We also considered the basis and appropriateness

of the assessment of the recoverable amount of

Kilimanjaro Consulting Pty Limited and iSell Pty

Limited as at 31 March 2019. The revised

assessment relating to iSell Pty Limited resulted in

a restatement of the 2019 carrying value of iSell Pty

Limited as detailed in note 29.








Revenue recognition

Why we considered this to be a key audit matter

As described in note 3 to the financial statements,

the group’s revenue arises from a variety of licencing,

implementation, and support services arrangements.

The specifics of these arrangements differ across the

group, with different recognition requirements

applying to the distribution of MYOB and other third-

party licences, the provision of support and

implementation services, and sale of licences by

iSell.

International Standards on Auditing presume there is

an inherent risk of fraud in revenue recognition.

Revenue may also be misstated due to errors in

calculations or manual processes used to recognise

revenue when the timing of recognition differs from

when the group’s customers are invoiced.

Because of the complexity of the accounting

requirements and variety of revenue types across the

group we consider this to be a key audit matter.

How our audit addressed this key audit matter

We understood and evaluated the controls and

processes over the recording of revenue, including

the raising of invoices through to the collection of

debtors, and the timing of recognition of revenue.

We obtained and considered a sample of contracts to

ensure that the group’s policy for the point of

recognition was in compliance with the requirements

of NZ IFRS 15 Revenue from Contracts with

Customers.

We tested a sample of revenue transactions

throughout the period and particularly around period

end to ensure that these have been appropriately

recognised. The extent of our work was greatest in

relation to software licence revenue and support

services revenue, being the two largest revenue

streams of the group.

For service and implementation revenue, we tested

the recognition relative to the current status of the

related project at period end and related invoicing

completed to date.

For MYOB software licences arranged we ensured

that the licence had been issued prior to the related

revenue being recognised.

We also specifically considered a sample of revenue

transactions close to the period end as these have

the greatest potential to be recognised in an incorrect

period.

We evaluated the disclosures provided in relation to

revenue within note 3 to the financial statements.


Other matter


The consolidated financial statements of Enprise Group Limited and its subsidiaries for the year ended 31 March

2019 were audited by another auditor who expressed a qualified opinion on those statements on 19 August 2019.

Their opinion was qualified as a result of two matters:

• Their inability to obtain sufficient audit evidence to support the carrying amount of the group’s investment

in, and loan to, iSell Pty Limited as 31 March 2019, and the group’s share of net loss for the 2019 year;

and

• Their inability to obtain sufficient audit evidence to support the carrying amount of the group’s investment

in, and loan to, Kilimanjaro Consulting Pty Limited as 31 March 2019, the related impairment expense

for the year and the group’s share of net loss for the 2019 year.

They considered the potential impact of the above matters to be material to the consolidated financial

statements of the group for the year ended 31 March 2019.



Other information


The directors are responsible for the other information included in the annual report. The other information

comprises the director’s report on pages 2 to 5 and the corporate information on page 46 (but does not include

the consolidated financial statements and our auditor’s report thereon), which we obtained prior to the date of

this auditor’s report. Our opinion on the consolidated financial statements does not cover the other information

and we do not express any form of audit opinion or assurance conclusion thereon.


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

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

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

materially misstated. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report in this

regard.


Responsibilities of the directors for the consolidated financial statements

The directors are responsible, on behalf of the group, for the preparation and fair presentation of the

consolidated financial statements in accordance with New Zealand equivalents to International Financial

Reporting Standards and International Financial Reporting Standards, and for such internal control as the

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

from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements,

the directors are responsible on behalf of the group for assessing the group’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless those charged with governance either intend to liquidate the group or to cease operations, or

have no realistic alternative but to do so.


Auditor’s responsibilities for the audit of the consolidated financial statements


Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a

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

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.


Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the decisions of users taken on the basis of these financial

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

statements is located at the XRB’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/


Who we report to


This report is made solely to Enprise Group Limited’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than Enprise Group Limited and it’s shareholders, as a body, for our audit work, for this report or

for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Jason Stinchcombe.




RSM Hayes Audit 25 November 2020

Auckland

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