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Half Year Report to 31 December 2021

Half Year Results28 February 2022ENSInformation Technology

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)



Results for announcement to the market

Name of issuer Enprise Group Limited

Reporting Period 6 months to 31 December 2021

Previous Reporting Period 6 months to 31 December 2020

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$ 8,988 21%

Total Revenue $ 8,988 21%

Net profit/(loss) from

continuing operations

$ (1,260) -361%

Total net profit/(loss) $ (1,300) -316%

Interim/Final Dividend

Amount per Quoted Equity

Security

$ To be advised

Imputed amount per Quoted

Equity Security

$ To be advised

Record Date To be advised

Dividend Payment Date To be advised

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.06 $0.17

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood


Authority for this announcement

Name of person


authorised

to make this announcement

Elliot Cooper

Contact person for this

announcement

Elliot Cooper

Contact phone number

0275615501


Contact email address

elliot@enprisegroup.com


Date of release through MAP


28 February


Unaudited financial statements accompany this announcement.

---

Enprise Group Limited
Half Year Report

for the six months ended 31 December 2021

Enprise Group Limited
Half Year Report

for the six months ended 31 December 2021

Contents

Directors Report

2

Condensed Interim Consolidated Statement of Comprehensive Income

4

Condensed Interim Consolidated Statement of Financial Position

5

Condensed Interim Consolidated Statement of Changes in Equity

7

Condensed Interim Consolidated Statement of Cash Flows

8

Notes to the Condensed Interim Consolidated Financial Statements

9

Corporate Information

17

1

Enprise Group Limited
Directors' Report

The Directors are pleased to submit to shareholders their interim report and financial statements for the six-month period ended 31 December 2021.

Principal activities

Review of operations and outlook

Kilimanjaro Consulting business

iSell business

Datagate investment

Following the completion during the period of our “One Company One Team One Brand” transition process, our Enprise Solutions and Kilimanjaro

Consulting divisions are now formally operating as Kilimanjaro Consulting. The synergies and economies of scale created have improved Kilimanjaro’s

competitive advantage and will enable us to better implement the larger/more complex MYOB Advanced sites.

Enprise achieved excellent revenue growth during the six-month period across its operating divisions (20.7%) and investee entities. Unfortunately, the

withdrawal of $756,000 of COVID-19 Australian government assistance, which benefited the prior period only, coupled with a need to significantly increase

salaries months earlier than we were able to pass on price increases to customers, saw this growth come at the expense of short-term operating losses.

With price increases now implemented and the seasonally stronger second half commencing we expect to see significant improvements in operating

performance.

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

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

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

With over 1,200 unique sites across Australia and New Zealand, Kilimanjaro is MYOB’s largest enterprise reseller/ implementation partner. This broad

customer base, which is not limited to any particular industry segment, positions Kilimanjaro well to take advantage of the continuing transition to the cloud

whilst still benefitting from a stable, well supported and continually developed on premise offering. Kilimanjaro’s licencing and contracted revenues

(excluding implementation services) for the six months was $3,266,600 or 20.1% higher than the six months to 31 December 2020 and is testament to this

significant base of long-term clients.

Kilimanjaro recently, for the 11th consecutive year, received the MYOB “Australian Excellence in Business Development” award and continues as one of

the few MYOB Diamond Partners.

The operating losses will see Enprise breach its BNZ banking covenants. A formal waiver of the breach is being sought from BNZ and management are

confident of meeting the BNZ requirements to gain this waiver. With bank debt of $500,000 compared to $1,402,000 cash at bank, we will be able to

manage this matter.

During the period, we advanced NZ$500,000 (of a fully subscribed NZ$1,550,000 convertible note issue) to ensure we maintained our position as the

largest shareholder. These funds were to be used by Datagate to enable it to continue its growth whilst simultaneously seeking a significant strategic

North American investor.

Datagate had 164 paying customers at 31 December 2021 representing annualised recurring revenue (ARR) of NZ$2.07 million, an increase of 65% over

the last 12 months and an even more dramatic 116% in North America. Datagate now has 8 distributors, significantly expanding its sales reach in North

America – the current growth engine for the business.

- Kilimanjaro Consulting (formerly known as the “Enterprise Solutions” division), an accounting solutions provider for MYOB Enterprise software in

Australia and New Zealand.

Enprise Group has two additional strategic investments:

- 31.95% of Datagate Innovation Limited (Datagate), a developer/provider of online reporting/billing services under a SaaS model for MSP’s reselling

Telecom/Utility services in North America, Australia, New Zealand, and UK/Europe.

- 6.23% of Vadacom Limited (Vadacom), a developer/provider of multi-tenant cloud based VoIP solution for corporations in New Zealand and Australia.

MYOB’s decision in May 2021 to compete in the sector with its other channel partners like Kilimanjaro, saw MYOB acquire a number of channel partners

during the period to 31 December 2021. This has to date had limited impact on Kilimanjaro and we continue to work constructively with MYOB, particularly

at the upper end of the enterprise market for the MYOB Advanced ERP product.

iSell, with its new SaaS Software platform, grew its licensing revenues by 28.3% compared to the equivalent prior period. iSell is now regularly adding new

customers to its cloud platform and is well positioned to add to the 315 customers it had at 31 December 2021. iSell continues to work with its customers

to expand its product feature set to meet their requirements. The US sales tax integration, which is expected to be certified shortly, will assist in growing

the US customer base from the 2 US customers iSell had at 31 December 2021. iSell needs to grow its customer base significantly to achieve operating

profitability but the board believes it is now well positioned to achieve that strong growth.

During the period, Enprise invested around A$55,000 to increase its holding in iSell to 72.2% via the acquisition of shares from minority shareholders at

36.78 cents per share.

The Board is pleased with the progress of our Datagate investment of which we own 31.95% or 2,010,397 shares. At the last rights issue pricing these

shares were worth NZ$4,422,873. This investment is held in the balance sheet at approximately NZ$607,000 at 31 December 2021.

2

Enprise Group Limited
Directors' Report

Vadacom investment

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

Rounding of amounts

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

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

Lindsay Phillips (Director)George Cooper (Director)

28 February 2022

28 February 2022

Enprise subscribed $0.500m participating in a convertible note issue for Datagate, which raised NZ$1.550m, being the maximum allowed. The purpose of

the convertible note is to enable continued growth while seeking a strategic North American investor. At 31 December 2021, Datagate had annual

recurring revenues (ARR) of $2.07 million which represented annual growth of 65%. The ARR growth in North America for 2021 was 116%. If Enprise

Group's 2,010,397 shares in Datagate with an unaudited carrying value of $0.607m were valued at the last rights issue price of $2.20 per share, the value

of the investment would be $4.423m.

Enprise invested AUD 0.055m acquiring shares from existing shareholders in iSell at 36.78 cents AUD per share on 10 December 2021. The acquisition of

these shares increased Enprise Group's share of iSell to 72.2%. Elliot Cooper replaced Nick Paul as the acting CEO of iSell from 12 October 2021.

Enprise Group achieved the number six spot in the Absolute IT Supreme Scale-Up awards due to its 30% revenue growth. Enprise Group’s revenue was

$3.7 million higher for 2021, to $16.1 million. The results were announced at the Tech Pulse 2021 virtual, interactive launch event. The Absolute IT

Supreme Scale-Ups are the Next100 companies (ranked between 101-200 in the TIN200) with the largest revenue growth in the past year.

Kilimanjaro Consulting continues to move towards “One Company – One Team – One Brand”. The division is a strategic partner of MYOB and we

continue to work constructively with them. Kilimanjaro Consulting is targeting the top end of MYOB products target market, this is currently a market

segment MYOB’s direct channel does not service.

Vadacom continues to operate profitably and has no debt. During the period Vadacom continued to invest in its new multi-tenanted cloud VoIP solution

“Next Voice.” Despite the product requiring more development, Vadacom have 564 extensions deployed at 31 December 2021 and expect to grow this

number rapidly in 2022.

Enprise owns only 6.23% of Vadacom which we carry at approximately NZ$687,000.

3

Enprise Group Limited
Condensed Interim Consolidated Statement of Comprehensive Income

for the six months ended 31 December 2021

31 Dec 202131 Dec 202030 June 2021

Note

UnauditedUnauditedAudited

6 mths $'0006 mths $'00012 mths $'000

Revenue from contracts with customers

3

8,9887,44716,113

Government assistance4756753

Employee expense

4

(7,295)(5,479)(11,806)

Other operating costs(2,689)(2,154)(4,431)

Other gains/(losses) - net(9)(6)-

Operating profit

(1,001)564629

Equity earnings/(losses) from associates and joint ventures(234)(236)(474)

Other gains/(losses) related to associates and joint ventures8224344

Finance cost - net(33)(70)(129)

Profit/(loss) before income tax

(1,260)482370

Income tax benefit/(expense)(40)121402

Profit/(loss) for the period(1,300)603772

Other Comprehensive Income

Items that may be reclassified to profit or loss

Foreign currency translation differences(120)1938

Items that will not be reclassified to profit or loss

Changes in the fair value of investments through other comprehensive income- - 23

Total other comprehensive income for the period, net of tax(120)19 61

Total comprehensive income for the period

(1,420)622833

Profit for the period is attributable to:

Non-Controlling Interest(283)(153)(326)

Owners of Enprise Group Limited

(1,017)7561,098

(1,300)603772

Total comprehensive income for the period is attributable to

Non-Controlling Interest(283)(153)(326)

Owners of Enprise Group Limited

(1,137)7751,159

(1,420)622833

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 5) cents per share(6.29) 4.74 6.85

These interim condensed consolidated financial statements should be read in conjunction with the accompanying notes

4

Enprise Group Limited
Condensed Interim Consolidated Statement of Financial Position

as at 31 December 2021

31 Dec 202131 Dec 202030 June 2021

Note

UnauditedUnauditedAudited

$'000$'000$'000

Current assets

Cash and cash equivalents

10

1,4022,4932,806

Trade and other receivables

2,2292,2922,821

Contract assets

681768713

Current tax assets

711

Loans to related parties

12(e)

- 62-

Other current assets

- 102-

Total current assets

4,3195,7186,341

Non-current assets

Investments in joint ventures and associates

7

607951833

Convertible note

7(a)

500- -

Investments in other entities

8

687664687

Staff receivables - non current

- 92106

Property plant and equipment

405396384

Intangible assets

9

10,88610,89010,810

Right-of-use assets - non-current

1,3251,4711,568

Deferred tax asset

1,8261,7641,960

Loans to related parties - non current

12(e)

878787

Other non-current assets

575054

Total non-current assets

16,38016,36516,489

Total assets

20,69922,08322,830

These interim condensed consolidated financial statements should be read in conjunction with the accompanying notes

5

Enprise Group Limited
Condensed Interim Consolidated Statement of Financial Position

as at 31 December 2021

31 Dec 202131 Dec 202030 June 2021

Note

UnauditedUnauditedAudited

$'000$'000$'000

Current liabilities

Trade and other payables

2,4232,1182,555

Provisions

1,5381,3681,525

Contract liabilities

2,0462,2522,362

Borrowings

10

538- 50

Lease liabilities

546509572

Total current liabilities

7,0916,2477,064

Non-current liabilities

Provisions - non-current

200177181

Borrowings - non current

10

- 174-

Lease liabilities - non-current

8781,0421,087

Deferred tax liability

616789705

Total non-current liabilities

1,6942,1821,973

Total liabilities

8,7858,4299,037

Net assets

11,91413,65413,793

Equity

Share capital

5(a)11,01010,90611,010

Foreign exchange translation reserve

76177196

Financial assets at FVOCI reserve

588565588

Retained earnings

(19)1,1951,444

Equity attributable to the owners of Enprise Group Limited11,65512,84313,238

Non-controlling interests

6259811555

Total equity

11,91413,65413,793

- - -

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

For and on behalf of the Board:

Lindsay Phillips (Director)George Cooper (Director)

28 February 2022

28 February 2022

Total assets per share ($ per share)

1.28 1.38 1.41

Net tangible assets per share ($ per share)0.06 0.17 0.18

These interim condensed consolidated financial statements should be read in conjunction with the accompanying notes

6

Enprise Group Limited
Condensed Interim Consolidated Statement of Changes in Equity

for the six months ended 31 December 2021

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 July 202010,749 158 565 912 1,385 13,769

Transactions with shareholders in their capacity as owners

Dividends paid- - - (318) - (318)

New shares issued157 - - - - 157

Transactions with non-controlling interests

- - - (155) (421) (576)

Total transactions with shareholders

157 - - (473) (421) (737)

Comprehensive income

Profit for the period

- - - 756 (153) 603

Other comprehensive income

- 19 - - - 19

Total comprehensive income net of tax (as restated)19 - 756 (153) 622

Balance at 31 December 2020 (unaudited)

10,906 177 565 1,195 811 13,654

Balance at 1 July 202111,010 196 588 1,444 555 13,793

Transactions with shareholders in their capacity as owners

Dividends paid

- - - (404) - (404)

Transactions with non-controlling interests- - - (42) (13) (55)

Total transactions with shareholders

- - - (446) (13) (459)

Comprehensive income

Profit for the period- - - (1,017) (283) (1,300)

Other comprehensive income

- (120) - - - (120)

Total comprehensive income net of tax

- (120) - (1,017) (283) (1,420)

Balance at 31 December 2021 (unaudited)

11,010 76 588 (19) 259 11,914

Balance at 1 July 202010,749 158 565 912 1,385 13,769

Transactions with shareholders in their capacity as owners

Dividends paid- - - (639) - (639)

New shares issued261 - - - - 261

Transactions with non-controlling interests

- - - 73 (504) (431)

Total transactions with shareholders

261 - - (566) (504) (809)

Comprehensive income

Profit for the period- - - 1,098 (326) 772

Other comprehensive income

- 38 23 - - 61

Total comprehensive income net of tax

- 38 23 1,098 (326) 833

Balance at 30 June 2021 (audited)

11,010 196 588 1,444 555 13,793

These interim condensed consolidated financial statements should be read in conjunction with the accompanying notes

7

Enprise Group Limited
Condensed Interim Consolidated Statement of Cash Flows

for the six months ended 31 December 2021

Note

31 Dec 202131 Dec 202030 June 2021

UnauditedUnauditedAudited

6 mths $'0006 mths $'00012 mths $'000

Operating activities

Cash was provided from:

Receipts from customers

12,620 11,340 23,855

Government assistance

4 858 935

Interest received

1 1 2

12,62512,19924,792

Cash was applied to:

Payments to suppliers & employees

12,654 10,818 22,445

Interest paid

35 73 132

Income tax paid

7 - -

12,69610,89122,577

Net cash inflow (outflow) from operating activities13(71) 1,308 2,215

Investing activities

Cash was provided from:

Loans repaid by staff- 13 13

Term deposits- - 100

Share buy back fropm other entities- - 62

- 13 175

Cash was applied to:

Purchase of property, plant and equipment99 128 190

Software development costs129 - 272

Investment in equity accounted joint venture- 335 335

Convertible note500 - -

Purchase of business325 11 18

Lending to third parties- - 5

1,053474820

Net cash inflow (outflow) from investing activities(1,053) (461) (645)

Financing activities

Cash was provided from:

Proceeds of bank borrowings500 - -

Proceeds from issue of shares in iSell Pty Limited to non-controlling interests- - 146

500 - 146

Cash was applied to:

Dividends paid net of reinvestment plan404 161 378

Purchase of shares in iSell Pty Limited from non-controlling interests55 576 576

Repayment of lease liabilities296 336 656

Repayment of bank borrowings- 441 441

Repayment of otther borrowings12 3 2

767 1,517 2,053

Net cash inflow (outflow) from financing activities(267) (1,517) (1,907)

Net increase / (decrease) in cash and cash equivalents held(1,391) (670) (337)

Net foreign exchange differences(13) (6) (26)

Cash and cash equivalents at beginning of the period2,806 3,169 3,169

Cash and cash equivalents at end of the period

10

1,402 2,493 2,806

- - -

These interim condensed consolidated financial statements should be read in conjunction with the accompanying notes .

8

Enprise Group Limited
Notes to the Condensed Interim Consolidated Financial Statements

for the six months ended 31 December 2021

1BASIS OF PREPARATION

(a)Reporting entity

(b)Compliance statement

- IAS 34 Interim Financial Reporting and NZ IAS 34 Interim Financial Reporting;

- the requirements of the Financial Market Conduct Act 2013, the Companies Act 1993, and the NZX listing rules;

(c)Basis of preparation

(d)Principles of consolidation

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

Percentage ownership

31 Dec 202131 Dec 202030 June 2021

Enprise Solutions LimitedNew ZealandSoftware sales and solutions100.00 100.00 100.00

Enprise Australia Pty LimitedAustraliaSoftware sales and solutions100.00 100.00 100.00

Kilimanjaro Consulting Pty LimitedAustraliaSoftware sales and solutions100.00 100.00 100.00

Enprise LimitedNew ZealandSoftware sales and solutions100.00 100.00 100.00

Global Bizpro LimitedNew ZealandSoftware sales and solutions100.00 100.00 100.00

Kilimanjaro Consulting LimitedNew ZealandSoftware sales and solutions100.00 100.00 100.00

iSell Pty LimitedAustraliaSoftware sales and solutions72.21 67.61 71.14

iSell Philippines IncPhilippinesSoftware sales and solutions72.21 67.61 71.14

(e)Accounting policies and significant estimates and assumptions

Country of incorporation Principal Activity

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 Entity

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

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 same accounting policies included in the Group's Annual Report for the year ended 30 June 2021 have been applied when preparing these financial

statements. There have been no changes to accounting policies, estimates and assumptions.

The interim condensed consolidated financial statements are for Enprise Group Limited and its subsidiaries and have been prepared in accordance with:

The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements,

and should be read in conjunction with the Group’s annual financial statements for the year ended 30 June 2021.

- the going concern convention, which contemplates continuity of normal business activities, the realisation of assets, and the settlement of liabilities in the ordinary

course of business.

9

Enprise Group Limited
Notes to the Condensed Interim Consolidated Financial Statements

for the six months ended 31 December 2021

2SEGMENT INFORMATION

(a)Operational performance

Revenue

Operating profit

Business segments

31 Dec 202131 Dec 202030 June 202131 Dec 202131 Dec 202030 June 2021

6 mths $'0006 mths $'00012 mths $'0006 mths $'0006 mths $'00012 mths $'000

Kilimanjaro Consulting8,464 6,994 15,239 209 1,342 2,404

iSell509 453 865 (760) (375) (1,003)

Corporate15 - 9 (450) (403) (772)

- -

8,988 7,447 16,113 (1,001) 564 629

Equity earnings and gains related to associates and joint ventures(226) (12) (130)

Net interest expense(33) (70) (129)

- -

Profit/(loss) before taxation(1,260) 482 370

- -

Income Tax(40) 121 402

- -

Net profit/(loss) attributable to shareholders(1,300) 603 772

Revenue

Geographic segments

31 Dec 202131 Dec 202030 June 2021

6 mths $'0006 mths $'00012 mths $'000

New Zealand2,685 1,986 4,517

Australia6,199 5,419 11,387

EMEA*81 41 107

North America- 1 4

Asia23 - 98

- -

8,988 7,447 16,113

* Europe, Middle East and Africa

(b)Interest, depreciation and amortisation

Interest revenue

Interest expense

31 Dec 202131 Dec 202030 June 202131 Dec 202131 Dec 202030 June 2021

6 mths $'0006 mths $'00012 mths $'0006 mths $'0006 mths $'00012 mths $'000

New Zealand2 3 5 35 39 72

Australia- - 1 - 34 63

2 3 6 35 73 135

Depreciation and amortisation expense

31 Dec 202131 Dec 202030 June 2021

6 mths $'0006 mths $'00012 mths $'000

New Zealand136 95 194

Australia516 595 1,152

652 690 1,346

(c)Balance sheet information

Total assets

Total liabilities

31 Dec 202131 Dec 202030 June 202131 Dec 202131 Dec 202030 June 2021

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

New Zealand6,992 7,393 6,643 4,416 2,691 2,667

Australia15,358 15,577 16,260 6,020 6,625 6,443

22,350 22,970 22,903 10,436 9,316 9,110

Inter-segment elimination(1,651) (887) (73) (1,651) (887) (73)

- -

20,699 22,083 22,830 8,785 8,429 9,037

- - - - - - - -

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.

10

Enprise Group Limited
Notes to the Condensed Interim Consolidated Financial Statements

for the six months ended 31 December 2021

2SEGMENT INFORMATION (CONTINUED)

(c)Balance sheet information (continued)

Total assets

Total liabilities

31 Dec 202131 Dec 202030 June 202131 Dec 202131 Dec 202030 June 2021

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

Kilimanjaro Consulting15,554 15,866 15,730 7,493 8,507 7,547

iSell4,031 4,218 4,699 1,324 1,088 1,134

Corporate2,656 3,296 2,226 1,510 131 181

22,241 23,380 22,655 10,327 9,726 8,862

Inter-segment elimination(1,542) (1,297) 175 (1,542) (1,297) 175

20,699 22,083 22,830 8,785 8,429 9,037

- - - - - -

3REVENUE

- - -

31 Dec 202131 Dec 202030 June 2021

6 mths $'0006 mths $'00012 mths $'000

- -

Revenue from software and licences

2,165 1,871 4,280

- -

Revenue from services and support

5,671 4,666 9,934

- -

Revenue from iSell

509 453 865

Revenue from hosting services

640 457 1,032

- -

Revenue from other fees

3 - 2

- - 8,988 7,447 16,113

Software and licencesServices and supportExoHostedITQuoter Revenueother fees

Geographical location

31 Dec 2021

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

6 mths $'000

-

New Zealand

745 1,590 284 63 3 2,685

-

Australia

1,420 4,081 356 342 - 6,199

EMEA*

- - - 81 - 81

Asia

- - - 23 - 23

- - 2,165 5,671 640 509 3 8,988

* Europe, Middle East and Africa

Geographical location

31 Dec 2020

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

6 mths $'000

-

New Zealand

599 1,123 213 51 - 1,986

-

Australia

1,272 3,543 244 360 - 5,419

EMEA*

- - - 41 - 41

North America

- - - 1 - 1

- - 1,871 4,666 457 453 - 7,447

Geographical location

30 June 2021

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

12 mths $'000

-

New Zealand

1,401 2,562 456 96 2 4,517

-

Australia

2,879 7,372 576 560 - 11,387

-

EMEA*

- - - 107 - 107

North America

- - - 4 - 4

-

Asia

- - - 98 - 98

- - 4,280 9,934 1,032 865 2 16,113

Other feesTotal

Software &

licences

Exo Hosted

Software &

licences

Software &

licences

Services and

support

Exo HostediSell

Services and

support

TotaliSell

Total

Services and

support

Other feesExo Hosted

iSellOther fees

11

Enprise Group Limited
Notes to the Condensed Interim Consolidated Financial Statements

for the six months ended 31 December 2021

4EMPLOYEE BENEFIT EXPENSE

31 Dec 202131 Dec 202030 June 2021

6 mths $'0006 mths $'00012 mths $'000

Wages and salaries

6,821 5,148 11,087

Superannuation

429 286 629

Directors remuneration

45 45 90

7,295 5,479 11,806

- - -

5SHARE CAPITAL AND EARNINGS PER SHARE

(a)Share capital

Number of authorised sharesShare capital

31 Dec 202131 Dec 202030 June 202131 Dec 202131 Dec 202030 June 2021

sharessharesshares$'000$'000$'000

Opening ordinary shares16,157,699 15,900,895 15,900,895 11,010 10,749 10,749

Share issue - Dividend reinvestment plan- 150,693 256,804 - 157 261

- - 16,157,699 16,051,588 16,157,699 11,010 10,906 11,010

(b)Earnings per share

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

31 Dec 202131 Dec 202030 June 2021

6 mths $'0006 mths $'00012 mths $'000

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

Net profit attributable to shareholders

(1,017) 756 1,098

Weighted average number of ordinary shares for basic earnings per share

16,158 15,950 16,035

Basic and diluted earnings per share (cents)

(6.29) 4.74 6.85

6NON CONTROLLING INTEREST

31 Dec 202131 Dec 202030 June 2021

$'000$'000$'000

Carrying amount at the beginning of the period555 1,385 1,385

Transactions with non-controlling interests- - 145

Purchase of shares from non-controlling interest(55) (576) (576)

Movement attributable to the owners of the parent42 155 (73)

Share of profit/(loss) for the period(283) (153) (326)

259811555

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.

Contributed equity

ordinary shares

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.

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

controlling interest (NCI).

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 non-controlling interest percentage of 49.18% on this date.

Non-controlling interest

On 31 December 2020 Enprise Group acquired an additional 16.79% shareholding in iSell Pty Limited from existing shareholders for $575,597 increasing the

overall shareholding to 67.61% and reducing the non-controlling interest to 32.39%.

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.

12

Enprise Group Limited
Notes to the Condensed Interim Consolidated Financial Statements

for the six months ended 31 December 2021

7INVESTMENTS IN JOINT VENTURES AND ASSOCIATES

31 Dec 202131 Dec 202030 June 2021

$'000$'000$'000

Carrying amount at the beginning of the period833 628 628

New investment in joint ventures and associates- 335 335

-

Equity earnings/(losses) from associates and joint ventures

(234) (236) (474)

- -

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

8 224 344

- -

607951833

31 Dec 202131 Dec 202030 June 2021

$'000$'000$'000

Investment in equity accounted joint venture

Datagate Innovation Limited607 951 833

- -

607951833

-

Percentage ownership

31 Dec 202131 Dec 202030 June 2021

Datagate Innovation LimitedNew ZealandSoftware sales31.95 33.12 32.02

(a)Convertible Note

8INVESTMENTS IN OTHER ENTITIES

31 Dec 202131 Dec 202030 June 2021

$'000$'000$'000

Carrying amount at the beginning of the period687 813 813

- - Changes in fair value of other investments- - 23

Sale of investment in other entities (share buy back)- (149) (149)

- -

687664687

31 Dec 202131 Dec 202030 June 2021

$'000$'000$'000

- - Vadacom Holdings Limited

687664687

Vadacom Holdings Limited

Carrying amount of joint ventures and associates

Investment in joint venture or associate

On 22 December 2020 Vadacom Holdings Limited agreed to a shareholder buyback. 42% of the share buyback amount was paid out to shareholders subsequent

to period end with the remainder deferred.

Country of incorporation Principal Activity

Carrying amount of investments in other entities

The Group's joint venture and associates at 31 Dec 2021 are set out below. The country of incorporation or registration is also their principal place of business.

On 20 December 2021 Enprise Group advanced $500,000 to Datagate as part of a $1.5M convertible note offering. The note attracts interest at 7% which will be

capitalised against the loan. The loan will be converted into shares automatically on the date of a capital raise, automatically on the date of a liquidity event, at the

election of the company, or repaid in cash on the repayment date which is 15 months after the initial drawdown. The board conisdered the fair value at 31

December 2021 to be the face value of $500,000.

Name of Entity

13

Enprise Group Limited
Notes to the Condensed Interim Consolidated Financial Statements

for the six months ended 31 December 2021

9INTANGIBLE ASSETS

Software

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

At 1 July 2020 (audited)

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

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

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

Period ended 31 December 2020 (unaudited)

Opening net book value amount2,609 838 - 7,513 10,960

Additions140 - - - 140

Exchange differences16 1 - 8 25

Amortisation charge(134) (101) - - (235)

Closing net book value2,631 738 - 7,521 10,890

-

As at 31 December 2020 (unaudited)

Cost2,787 1,261 - 7,521 11,569

Accumulated amortisation and impairment(156) (523) - - (679)

- - Net book value2,631 738 - 7,521 10,890

Year ended 30 June 2021 (audited)

Opening net book value amount2,609 838 - 7,513 10,960

Additions273 - - - 273

Exchange differences24 4 - 25 53

Amortisation charge(273) (203) - - (476)

Closing net book value2,633 639 - 7,538 10,810

-

As at 30 June 2021 (audited)

Cost2,928 1,264 - 7,538 11,730

Accumulated amortisation and impairment(295) (625) - - (920)

- Net book value2,633 639 - 7,538 10,810

Period ended 31 December 2021 (unaudited)

Opening net book value amount2,633 639 - 7,538 10,810

Additions131 - 325 - 456

Exchange differences(33) (7) - (71) (111)

Amortisation charge(139) (97) (33) - (269)

Closing net book value2,592 535 292 7,467 10,886

- - - -

As at 31 December 2021 (unaudited)

Cost3,026 1,257 325 7,467 12,075

Accumulated amortisation and impairment(434) (722) (33) - (1,189)

- Net book value2,592 535 292 7,467 10,886

Kilimanjaro Consulting

iSell

Intellectual

Property

The directors have reviewed the recognised goodwill and intangible assets, and considered that the expected increase in profitability of Kilimanjaro in both Australia

and New Zealand for the remaining six months of the financial year and that forecasts for the future periods will achieve cash generating expectations, therefore no

indication of impairment within that division is required.

The directors have assessed the iSell carrying values, and noted a degree of under-performance relative to the revenue forecasts utilised at the time of the 30 June

2021 impairment test. The directors have considered current forecast information, discount rates, revenue multiples and tested the carrying value of iSell fair value

assessment for impairment at 31 December 2021 and remain of the view that no impairment is required based on current forecast information. The directors are

confident in the current forecast information due progress on delivery of the product road map and planned geographic expansion.

Customer

relationships

GoodwillTotal

14

Enprise Group Limited
Notes to the Condensed Interim Consolidated Financial Statements

for the six months ended 31 December 2021

10CASH AND CASH EQUIVALENTS / BORROWINGS

31 Dec 202131 Dec 202030 June 2021

$'000$'000$'000

Current cash on hand / (borrowings)

- -

Cash on hand and at bank

1,402 2,493 2,806

- -

Bank borrowings

(500) - (50)

Other borrowings

(38) - -

864 2,493 2,756

Non-current borrowings

Bank borrowings - non current

- (174) -

Other borrowings - non current

- - -

- -

Non-current borrowings

- (174) -

Net cash on hand

8642,3192,756

(a)Summary of borrowing arrangements

11DIVIDENDS

31 Dec 202131 Dec 202030 June 202131 Dec 202131 Dec 202030 June 2021

cents per sharecents per sharecents per share$'000$'000$'000

Final dividend - 30 June 2020- 2.00 2.00 - 318 318

Interim dividend - 30 June 2021- - 2.00 - - 321

Final dividend - 30 June 20212.50 - - 404 - -

- - 2.50 2.00 4.00 404 318 639

12RELATED 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

31 Dec 202131 Dec 202030 June 202131 Dec 202131 Dec 202030 June 2021

6 mths $'0006 mths $'00012 mths $'0006 mths $'0006 mths $'00012 mths $'000

Vadacom Limited*16 2 12 - - -

Next Telecom*- - - 18 11 25

Nicholas Paul (Director)- - - 71 90 180

16 2 12 89 101 205

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

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

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

Amounts owed by related partiesAmounts owed to related parties

Name of Entity

31 Dec 202131 Dec 202030 June 202131 Dec 202131 Dec 202030 June 2021

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

Next Telecom Limited- - - 3 4 3

Vadacom Limited4 - 3 - - -

4 - 3 3 4 3

On 4 February 2021, the Bank of New Zealand (BNZ) has provided the Group with an overdraft facility of $1,000,000 and a commercial loan facility. As at 31

December 2021 the group had drawn $500,000 of a possible $1,723,385 loan facility with an interest rate of 4.05%.

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.

15

Enprise Group Limited
Notes to the Condensed Interim Consolidated Financial Statements

for the six months ended 31 December 2021

12RELATED PARTY TRANSACTIONS (CONTINUED)

(e)Loans to/from related parties

Amounts owed by related partiesAmounts owed to related parties

Name of Entity

31 Dec 202131 Dec 202030 June 202131 Dec 202131 Dec 202030 June 2021

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

Vadacom Limited87 149 87 - - -

- -

87 149 87 - - -

- - Current- 62 - - - -

- - Non-Current87 87 87 - - -

87 149 87 - - -

13CASH FLOW RECONCILIATION

31 Dec 202131 Dec 202030 June 2021

6 mths $'0006 mths $'00012 mths $'000

Profit/(loss) for the period

(1,300) 603 772

Adjustments for:

Depreciation and amortisation

651 690 1,349

Net loss/(gain) on foreign exchange(2) 9 10

Impairment loss on trade receivables- 1 -

Share of loss from equity accounted investments226 12 130

Non cash employee transactions107 - -

Movement in deferred tax45 (122) (402)

Loan issued in exchange for services- (61) -

Movements in working capital

(Increase)/decrease in trade and other receivable

592 661 78

(Increase)/decrease in contract assets

32 (122) (67)

(Increase)/decrease in income taxes receivable(6) (1) (1)

Increase/(decrease) in trade and other payables(132) (669) (232)

Increase/(decrease) in provisions32 44 205

Increase/(decrease) in contract liabilities(316) 263 373

- -

Net cash inflow from operating activities(71)1,3082,215

- - -

14CONTINGENT LIABILITIES

There were no other material contingent liabilities or assets at balance date (December 2020: nil, June 2021: nil).

15SUBSEQUENT EVENTS AFTER BALANCE DATE

There are no other known events after balance date

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

Reconciliation of net profit to net cash flows from operations:

The results have the group in breach of their BNZ Loan covenants. Although the reporting is not required to the bank until after the release of these results, we

have communicated this early with the bank and are in the process of seeking a waiver.

iSell Pty Limited continues to defend the claim in relation to an outstanding debt owing to a former iSell employee. The company maintains its position that the

amount recorded is accurate and correct and no further liability exists.

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 and is classified as part of operating cash flows.

16

Enprise Group Limited
Corporate Information

for the six months ended 31 December 2021

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

Marisa 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

Chapman Tripp, Auckland, New Zealand

Principal BankersBank of New Zealand Limited, Auckland, New Zealand

17

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