AoFrio releases FY23 audited results and FY24 guidance

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Annual Report 2023
AoFrio
Annual Report
2023
Annual Report 2023

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Results at a glance
AoFrio LtdAnnual Report 2023
$66.6million
$1.0million
72%
Revenue
EBITDA
Average staff engagement score
Revenue down 10.5%
EBITDA down $0.6m
30.0%
2.4million
76%24%
Gross margin
Total IoT connections to date
Staff gender split
Gross margin up 2.3pp
More than
Contents
Chair and CEO report
FY23 summary and financial performance
04
04
16
Governance
18
Executive team
22
Financial statements
85
Contacts
New product and market development
Outlook for FY24
10
15
09
Environment, Social and Governance (ESG)

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AoFrio LtdAnnual Report 2023
AoFrio, a leader in IoT solutions and energy-efficient motors for the Cold Drinks
Equipment market, is committed to growing its core business and providing
customers with value in four key areas: Asset & Fleet Management, Service
& Maintenance, Energy & Sustainability, and Commercial Performance.
The FY23 result was significantly impacted by challenging macroeconomic
conditions, as well as customers holding excess inventory purchased in FY22
to protect against supply chain disruption that took longer to work down
than forecast.
Despite lower revenue in FY23, AoFrio continued developing its food service
and retail and ice-cream market with a plan to prioritise food service and retail
for further development in FY24. During the year the Company joined the BIER
Coolition – a global collaboration with the Beverage Industry Environmental
Roundtable (BIER).
FY23 summary and financial performance
During the first six months of the year, in addition to the previous year’s effort,
we focused extensively on redesigning products for alternative components to
manage supply shortages.
With revenue running below expectations, AoFrio constrained its FY23 growth
plans by tightly controlling costs and cash. This cost control limited progress
on the development of new products, which slowed entry into new markets
and verticals.
Significant effort by the AoFrio team to reduce working capital throughout FY23
enabled the Company to maintain its cash position, while internally funding
operating activities and progressing selected growth initiatives.
Despite lower volumes shipped, AoFrio maintained its IoT market share and
secured significant recent market share wins.
Revenue for FY23 was $66.6m, 10.5% below FY22. The gross margin
improved from 27.7% to 30.0% through reduced costs and pricing increases
implemented in late FY22.
Chair and CEO report
John Scott
Chairman
Chief Executive Officer
Greg Balla
Earnings before interest, tax, depreciation, and amortisation (EBITDA) was $1.0m in FY23 compared to $1.6m in
FY22. The pre-tax result was a loss of $3.3m compared to a pre-tax loss of $1.2m in FY22. The increased loss was
the result of lower EBITDA earnings, higher depreciation and amortisation charges, and increased finance costs.
Metric (NZ$m)FY23FY22Variance
Revenue66.674.3-10.5%
IoT 35.136.5-4.0%
Motors31.537.8-16.7%
Gross Margin %30.0%27.7%+2.3pp
EBITDA1.01.6-37.6%
Loss before tax(3.3)(1.2)-2.1m
(Loss) / profit for year(3.5)3.3 -$6.8m
Net operating cash flow3.9(4.4)+$8.3m
Revenue
In FY23 AoFrio shipped 519,000 IoT devices (FY22: 620,000) and 834,000 motors (FY22: 1,074,000). This resulted in
lower revenue of 4.0% for IoT and 16.7% for motors compared to FY22.
Both IoT and motor sales volumes declined as customer inventory overstocking from FY22 took longer to work
down than initially estimated. For example, demand for AoFrio’s ECR
®
2 range was 16.0% lower than FY22, which
is attributed to North American customers reducing orders early in the year as they worked through excess stock
overhang. Both IoT and motor volumes saw negative demand impact from macroeconomic conditions.
AoFrio invoiced $4.4m for cloud data connection and software development charges in FY23 compared to $5.1m in
FY22. This revenue is multi-year and is recognised in the Income Statement over the duration of the data contract. At
31 December 2023, $12.3m of revenue was deferred for recognition in subsequent periods (2022: $10.2m).

Regional performance
South America was the stand-out regional performer, recording 49.4% year-on-year revenue growth. This was driven
by customer wins for AoFrio’s market leading IoT solutions, including volume won from a local competitor. AoFrio sold
166,000 IoT devices in South America in FY23 compared to 87,000 in FY22.

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AoFrio Ltd
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Annual Report 2023
Finance costs
Finance costs for the year increased from $0.4m in FY22
to $1.3m in FY23 due to higher interest rates, increased
bank borrowing, supplier payment term extensions and
new property leases.

Working capital
Cash at 31 December 2023 was $3.3m compared to
$2.8m at 31 December 2022.
The $5.0m BNZ trade finance facility was increased to
$8.0m for two 3-month terms, expiring 31 July 2023 and
29 December 2023. This provided short-term working
capital flexibility given longer than expected customer
payment cycles. The amount owing at 31 December 2023
on the trade finance facility was $4.0m (2022: $2.7m).
Accounts receivable at 31 December 2023 was $15.4m
compared to $23.0m at 31 December 2022. It’s worth
noting that North and South American customers typically
have payment terms of 90-120 days, although foreign
currency controls in Argentina mean payments from
Argentinian customers take at least 180 days.
Inventory at 31 December 2023 was $8.8m, a $2.5m
decrease compared to 31 December 2022. Inventory
in 2023 also included components sourced in FY22 to
resolve component supply.
Trade payables at 31 December 2023 was $14.2m,
a $7.6m reduction compared to 31 December 2022.
In APAC, revenue was lower due to reduced motor
volumes. IoT devices supplied increased by 17.0%
compared to FY22.
EMEA motor volumes held up reasonably well despite
the macroeconomic issues in Europe and Turkey, mainly
caused by geopolitical uncertainty and natural disasters.
AoFrio sold 190,000 motors in FY23 compared to
256,000 in FY22.
As outlined in the overall revenue summary, North
American revenue was 15.1% lower than in FY22 as
customers took longer to work through stock in hand
before placing new orders.
Gross margin
FY23 overall gross margin was 30.0% compared to
27.7% in FY22. This significant increase was due to
improved component supply resulting in lower input
costs, reduced shipping costs, increased contribution
from higher margin IoT product revenue and the impact
of pricing changes late in 2022.

The gross margin in FY23 for IoT products was 41.7%
and 17.1% for motors. This compares to 37.8% and
18.0% respectively in FY22.
Operating expenses
Operating expenses for FY23 were $19.8m, 3.6% higher
than the prior year.
Staff costs (including contractors) of $18.0m represented
91% of total operating expenses ($15.1m – 79% in
FY22). The increase in staff costs can be attributed
to new roles added in FY22 and FY23 and necessary
salary increases in a challenging labour market.
From 31 December 2022, staff numbers increased by
six to a total of 116. The increase is less than initially
planned. AoFrio will continue to prudently manage
resource levels and balance implementing product and
new market growth initiatives against trading conditions.
Capitalised development time increased from $1.4m in
FY22 to $3.2m in FY23. In the first six months of FY23,
AoFrio focused on non-capitalisable component swap
work (selecting and validating alternative components to
the current design due to ongoing component shortages)
to support the base business.
In the second half of FY23, the engineering and product
teams resumed their focus on new product development
to progress AoFrio’s strategies of protecting and growing
the Cold Drinks Equipment market and diversification
into new markets.
These developments include a new higher power motor
(ECR 2 26W) to launch in early 2024, a new variable
speed compressor solution, new higher margin software
products, and new connected hardware.
Revenue (NZ$m) by geography
FY 22FY 23
EMEA
9.5
7.4-22.6%
APAC
6.8
5.0-10.5%
North America
50.3
42.8-15.1%
South America
7.7
11.4+49.4%

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AoFrio Ltd
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Annual Report 2023
Environment, Social and Governance (ESG)
In early FY23, AoFrio completed a review of its ESG frameworks and created a plan
to continue to improve performance and effectiveness. Implementation of this plan
is ongoing and includes:
• Updating Board and Committee charters to clarify roles and responsibilities.
• Current policies have been updated and new policies implemented including
a Sustainability Policy and a Modern Slavery Statement.
• Starting measurement framework to establish baselines for reporting and
target setting.
• Integrating product circularity into the product development process.
AoFrio undertook recertification of its ESG systems and processes through an
independent global body, EcoVadis and was awarded a bronze medal.
Additionally, there has been a focus on evolving organisational culture and
enhancing global collaboration, inclusivity, and innovation. Team engagement focus
areas were highlighted in the employee engagement (72% average score) and
diversity, equity, and inclusion surveys (80% inclusion score).
One of AoFrio’s strengths is its global footprint and cultural diversity which has been
recognised through Matariki and Diwali celebrations and culture learning events.
Ensuring we have the right environment to attract and retain talent is vital in a
very competitive labour market and a flexible working policy and career planning
programmes are examples of key initiatives to support this.
Governance changes
As part of our Board succession planning process, the Board announced the
appointment of John Scott as Board Chairman following the resignation of Gottfried
Pausch, who had been on the AoFrio Board for almost ten years with the last three
years as Chair. John Scott acknowledged and thanked Gottfried for the support and
expertise he had contributed to the organisation during the ten years.
AoFrio also appointed two new Board Members. Melissa Clark-Reynolds
commenced on 21 August 2023 and Roz Buick on 1 January 2024. Melissa and
Roz’s biographies are on page 17.

New product and market development
FY23 concluded the transition from a long period of efforts around component-swap
out and supply chain resilience in response to global supply chain challenges in
2021 and 2022. AoFrio has seen a progressive positive momentum shift throughout
2023, from an initial ~70% product support and sustaining work and ~30%
invested in new product development, to consistent investment of at least ~70% in
engineering effort devoted to new product development during the third quarter.

This shift accelerated AoFrio’s new product and market development effort with the
following launches taking place across the end of FY23 and the start of FY24.
ECR 2 26W
The new higher-power ECR 2 26W motor is near-launch, with production ramp-up
expected by the end of Q1 2024. AoFrio has several customer trials underway and
is finalising compliance and certification requirements ahead of planned production
in early 2024. The ECR 2 26W has been designed for use in larger supermarket
and larger bottle cooler applications.
Network Pro ONE
As part of the US and Europe market entry strategy, AoFrio launched Network™
Pro ONE in October 2023. This is a new variant of the Network™ Pro and is a
cost-effective, single-cooler cellular connected gateway. It’s installed as a part of
the cooler manufacturing process, with a further option to retrofit to existing coolers
with an AoFrio™ SCS Controller.
While the original Network Pro has proven effective at activating stores with multiple
coolers, the Network Pro ONE is targeted at offering a cost-effective new build and
retrofit cellular connected solution for single coolers. This new option has been
well-received by customers, with trials underway across 13 different OEMs/Bottlers,
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primarily in North America. AoFrio received the first order
in December 2023.
Remote asset management
As part of the Network Pro ONE launch, AoFrio
introduced the capability to change cooler parameter
settings remotely via the web. This offers significant
benefits for customers looking to optimise their fleet
energy consumption by allowing the remote change of
seasonal energy parameters. AoFrio plans to extend this
capability in 2024 to further manage, adjust, and report
on energy initiatives and carbon reduction.
Energy efficiency
Customers focusing on building the most efficient
refrigeration systems continue to choose SCS controllers
to variably control the speed of the fan motors, enabling
a 14% reduction in energy consumption.
A SCS controller firmware upgrade in Q1 2024,
launching in conjunction with the AoFrio Inside
energy initiative, will include the capability to vary
the compressor’s speed. Early test results on this
combination show a potential to reduce energy
consumption by a further 25%.
Cold Drinks Equipment
During 2023, many soda and beer brands announced
aggressive energy-saving and carbon targets for their
refrigeration fleets to reduce energy consumption. The
award-winning AoFrio Inside solution integrates the
Company’s hardware and software and, once installed,
enables bottlers to reduce energy consumption by up to
54% compared to their shaded pole cooler configuration.
AoFrio intends to commercialise the AoFrio Inside
solution across several vertical markets in 2024.
At the 2023 Women’s World Cup Football Championship,
Coca-Cola Australia (CCEP- Australia) trialled an AoFrio
interactive software solution that allowed the remote
monitoring of CCEP-A’s refrigeration fleet at each venue.
This AoFrio software solution provided CCEP-A with
valuable sales performance, maintenance insights and,
importantly, actual energy usage data.
During 2023, AoFrio successfully converted some
initial proof-of-concept and trial bottlers into customers,
including:
• FEMSA Brazil, the largest bottler of Coca-Cola
products globally.
• The expansion of an existing customer, Arca, into
new territories.
• Winning Coca-Cola Embenor in Chile.
• The expansion of Coca-Cola Euro Pacific Partners
(CCEP) into more Asia Pacific territories.
Several proof-of-concepts are still progressing, and these
are expected to close out with customer orders from
early 2024.
Food Service and Retail
Managing the cost base in FY23 required AoFrio to
rebalance and prioritise its market diversification efforts.
As a result, AoFrio focussed on a single market segment
with the most promising opportunities – Food Service
and Retail.
While this constrained development activity for the Ice
Cream market, early discovery efforts indicate that most
of the customer needs in this market overlap with Cold
Drinks Equipment and Food Service and Retail markets,
meaning much of the work invested to date will also
benefit customers in this market.
Within the Food Service market there are two main
proof-of-concept initiatives well underway, helping
to refine the solution to be offered to customers.
• In New Zealand, a major quick-service restaurant
brand is undertaking a proof-of-concept trial for cold
and ambient space monitoring. Early trial results
identified opportunities for efficiency, resulting in a
fast return on investment for the brand. The
proof-of-concept progressed to a five-site trial from
October 2023 through to March 2024, after which
AoFrio hopes to contract and expand to all the
brand’s New Zealand sites within nine months.
During FY24, AoFrio will also deliver a warm
space monitoring proof-of-concept solution for this
customer. The integration of AoFrio SCS with the
Network Pro communications gateway will allow
the warm and cold spaces to be jointly monitored,
alarmed, and remotely controlled in the future.
• In Argentina, AoFrio is working with a major global
supermarket chain to automate their refrigeration
monitoring. Within large supermarket formats, AoFrio
often sees more than 100 cold spaces requiring food
safety compliance monitoring. The proof-of-concept
has been completed, during which AoFrio developed
interactive dashboards delivering actionable insights
and alarms for each cold space’s temperature
performance. Working alongside the supermarket’s
service and maintenance contractor, AoFrio is hoping
to move to formal trials in FY24.
AoFrio also plans to launch the first of its Food Service
solutions in Q2 FY24.
In 2023 AoFrio joined the global Beverage Industry
Environmental Roundtable (BIER) Coolition.
The BIER Coolition is a collection of the world’s foremost
beverage brands and their suppliers, formed with the purpose
of accelerating sustainability within the global industry.
There are three main fronts where BIER is looking to drive
global change – Standards and Legislation, Circularity, and
Energy Efficiency and Innovation.
In October 2023, the BIER Coolition held the inaugural Cool
Challenge competition, which was open to the entire industry
and invited companies to submit sustainability innovations
under a range of categories.
AoFrio entered the competition with AoFrio Inside, an offering
which integrates high efficiency motors, smart IoT hardware,
and an insights platform to deliver customers energy savings of
an estimated 54% when compared to standard coolers. AoFrio
Inside won the ‘Incremental Change in Energy Efficiency’
category at the Cool Challenge, and is currently being
developed for commercial release in H1 2024.
AoFrio Inside will meet the growing demand for solutions within
the beverage industry that help brands and bottlers move
towards their net zero targets.
AoFrio joins the BIER Coolition and wins global prize

Technology stack
IoT devices
DevOps
tools
Monitoring
Mobile
Services
Databases
Data lakehouse
Visualisation
QA tooling
WebCloud to cloud
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AoFrio Ltd
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Annual Report 2023
John Scott
Chairman
Greg Balla
Chief Executive Officer
Outlook for FY24
AoFrio expects FY24 to show positive momentum with
new solutions coming to market, including:
• The launch of new solution AoFrio Inside for energy
reduction in the Cold Drinks Equipment market.
• The first targeted solution release for the Food
Service and Retail markets.
Additionally, AoFrio expects a modest recovery in its
base business as the customer inventory overstocking
that impacted FY23 appears to have worked off,
resulting in a return to more normal order patterns.
AoFrio is continuing to align its investment in new
product development and launch activity to revenue
and gross margin generation and is tightly managing
operational expenditure. This should ensure that both
ongoing operations and growth activities can be funded
through internally generated cash flows.
AoFrio’s sustainability efforts for FY24 are centred
around three key pillars: Our Team, Our Operations, and
Our Products.
• Our Team: In FY24 AoFrio is committed to
providing equal opportunities, prioritising employee
engagement and well-being, and nurturing a diverse
and inclusive workforce. AoFrio will invest in training
and development programs to enhance sustainability
knowledge and skills among our team.
• Our Operations: In FY24 AoFrio is committed to
creating a base year for waste and energy
reduction in its New Zealand operations. We are
also committed to implementing circular economy
practices, whilst creating a focus on reducing our
energy footprint.
• Our Products: In FY24 we will continue to
deliver sustainable solutions to our customers
by embedding sustainable design principles,
responsible sourcing of materials, and ensuring a
focus on innovation to reduce carbon footprints is
embedded in AoFrio’s product strategy.
ESG efforts in FY24 build on the foundations laid in
FY23 and focus on developing governance structures,
data sourcing, storage, and evaluation to enable ESG
target setting. The Company remains committed to
continuous improvement, seeking feedback, and
implementing changes to ensure an inclusive workplace
and sustainable business practices.
Revenue in FY24 is expected in the range $70m to
$80m, a 13% increase over FY23 at the midpoint of the
range. AoFrio’s EBITDA guidance for FY24 is targeting
around $2.5m. Macroeconomic conditions may impact
this guidance, including the NZ$ / US$ cross rate which
averaged 0.613 in FY23. AoFrio continues to manage its
investment in growth (mainly additional staff) to align with
trading conditions and expects to be able to continue
expanding through internally generated cash.
The Directors would like to thank the AoFrio team
for their efforts in what was a challenging year, and
shareholders for their continued support.
Technology platform
AoFrio’s ongoing investment in its technology stack is crucial to supporting new product development. AoFrio is
working with its cloud partner AWS to explore new cutting-edge services that can help increase speed-to-market for
new market exploration.
AoFrio is also investing growing capability in Flutter (multi-platform technology) to help build reusable components
and building blocks to provide a connected ecosystem across all applications to customers in future. The latest
visualisation tools provide faster and easier access to dashboards for real time insights to end users.

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AoFrio LtdAnnual Report 2023
Governance
Chairman, Independent Director
Independent Director
John Scott
John McMahon
John has been an AoFrio board member since 2019. His in-depth knowledge of
SaaS, IoT and global supply chains has seen him play a pivotal role in recalibrating
the business into a hardware-enabled, SaaS company. Alongside his role on the
AoFrio Board, John is the Head of Product at Invenco by GVR, global provider of retail
payment solutions, and Director of As-Built, a construction digital twin company. John
has previously held positions at Invenco, Navico, Brunswick, Navman, and Volex.
Greg has been a Director at AoFrio since April 2021 and chairs the AoFrio risk
committee. He was CEO of AoFrio from 2011 to 2021. Residing in Vancouver, he is
currently a Partner with Chrysalix Venture Capital and a board member for Canadian
ultra-low-power wireless solutions provider HaiLa. Greg also sits on the Economic
Advisory Committee for the City of Richmond, British Columbia and the Policy Advisory
Committee for the Chamber of Commerce. He has over 30 years of experience leading
business development, supply chain, tech manufacturing, and public and private
company governance. He holds the ICD.D Directors Designation of the Canadian
Institute of Corporate Directors.
Keith is an Independent Director at Rakon Limited, Chairman of Blackhawk.io, and a
director at VWork Limited and Alto Capital. Keith’s previous roles include Executive
Chairman at high-tech company Compac Sorting Ltd and independent Director of the
science-led Crown Research Institute ESR.
Melissa Clark-Reynolds became a Futurist after 25 plus years’ experience as an
entrepreneur and CEO of a number of Technology companies. She was awarded the
ONZM for Services to Technology in 2015. Melissa is a director of Atkins Ranch Lamb,
Alpine Energy and Wētā workshop. Melissa works with food companies to execute
transformational strategies, through futurecentre.nz.
Roz has 27 years’ experience leading businesses that digitally transform industries
via innovative workflow re-engineering and automation across hardware, SaaS,
and software platforms. A catalyst for change, she has consistently scaled growth
via synergistic product and go-to-market strategies across agriculture, architecture,
engineering and construction, geospatial, property and land management.
Previously Senior Vice President at Oracle and Trimble Inc, leading global businesses,
she is now an independent consultant and Board Director on technology, research and
construction companies in ANZ, the Americas. Trained at Virginia Tech USA and Lincoln
University NZ in applied systems modelling and AI for complex decision making, she
has a Bachelor of Agricultural Science and Ph.D. (Lincoln. NZ), and an Executive MBA
(Duke, NC). In November 2023, Roz joined the board of ikeGPS.
John has more than 30 years of experience in the Australasian equity markets,
predominantly as an equity analyst covering the telecommunications, media, gaming,
transport, and industrials sectors.
John’s previous roles include Head of Research and Head of Equities for ABN AMRO
NZ and Managing Director of ASB Securities. John is a director and Chair of Solution
Dynamics Ltd (SDL), is Director and Chair of Vital Ltd (VTL) and Director and Chair of
NZX Ltd (NZX).
John owns (through his investment company) around 4.4% of AoFrio and is strongly
committed to delivering improved operational and shareholder returns.
Director
Greg Allen
Independent Director
Independent Director
Independent Director
Keith Oliver
Melissa Clark-Reynolds
Roz Buick

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AoFrio LtdAnnual Report 2023
Executive Team
Chief Executive Officer
Greg Balla
Greg was appointed CEO of AoFrio in May 2021. He brought extensive experience
leading marketing, procurement, supply chain, manufacturing, process engineering, IT
and HR teams across his multi-decade career.
Prior to AoFrio, he spent eight years working at Orion Health, where he started as
Executive Vice President of Clinical Workflow and Business Transformation and spent
four years as Chief Operating Officer.
Greg, along with the whole AoFrio team, is wholly committed to growing AoFrio and
delivering clear customer insights, sustainable transformative technologies, and a
connected advantage for customers around the world.
Chief Financial Officer & Company Secretary
Howard Milliner
With more than ten years at AoFrio, Howard has been instrumental in driving the
organisation’s strategy to become a hardware-enabled, SaaS company. He is also
responsible for all financial and administrative operations across AoFrio and brings a
wealth of experience from previous roles.
Prior to joining AoFrio, Howard spent 14 years working as the CFO and then CEO of
NZX-listed engineering business, Mercer Group (now MHM Automation).
Chief Business Development Officer - Emerging Markets
David Burden
As Chief Business Development Officer, David is focused on driving AoFrio’s expansion
into new geographic and industry markets.
David has more than 30 years of experience leading start-ups and technology
businesses. Notably, he founded and led what became Australia’s largest and best-
recognised interactive and mobile services company, Legion Interactive. In 2013,
David co-founded IoT company iProximity, focusing on digital information services and
proximity marketing, which was acquired by AoFrio in 2018.
Vice President of Engineering & IT
Rami Elbeltagi
As the Vice President of Engineering & IT, Rami is responsible for leading the
engineering and IT teams. His role focuses on developing products and solutions to
keep AoFrio delivering clear customer insights, sustainable transformative technologies,
and a connected advantage.
Rami has over 15 years of experience shaping technology and product development at
renowned companies such as Compac (now Tomra) and Fisher & Paykel Appliances
where he most recently held the role of Group Chief Engineer. Rami’s leadership skills,
product design and agile innovation experience play a key role in accelerating the
development of AoFrio’s product offering.
Vice President of Product
Genevieve Dawick
As VP of Product, Genevieve leads the development and execution of a product vision
and roadmap that complements and delivers to AoFrio’s business strategy. She is
committed to nurturing a strong, value-based product culture and mindset within AoFrio.
Prior to joining AoFrio, Genevieve gained over 20 years’ experience in developing,
implementing, and commercialising solutions in complex global environments, working
with technology companies including Orion Health, Vista Entertainment Solutions and
Qrious, as well as large enterprises and government entities such as Air New Zealand,
Auckland Council and Te Toka Tumai.
Genevieve is also a trust board member for Wāhine Connect, a not-for-profit mentoring
service for women working in the health sector.
Chief Revenue Officer
James Rice
James, formerly Managing Director at iSOFT, General Manager at DXC and most
recently Chief Revenue Officer at Orion Health, leads AoFrio’s regional sales and
service teams.
James has extensive experience in SaaS sales strategy, new market entry and
leadership, which aligns well with AoFrio’s growth ambitions.

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Annual Report 2023
Manager People, Sustainability and Executive Operations
Danielle Scott
As Manager People, Sustainability and Executive Operations, Danielle is responsible
for operational and strategic visibility within the executive and people teams whilst
championing sustainability and ESG initiatives. Danielle contributes operational
expertise gained in publicly listed company environments, with a focus on the
technology industry and experience in navigating global teams.
Danielle, committed to AoFrio’s core values of Explore Together, Thrive Together, and
a Better World Together, leverages her diverse background and experience to optimise
outcomes and drive continuous improvement for AoFrio. She is dedicated to supporting
the team, fostering a collaborative environment where each member can flourish and
contribute to the collective success of AoFrio.
Executive Vice President Operations
Marc Tinsel
As Executive Vice President of Operations, Marc is responsible for AoFrio’s day-to-
day manufacturing, logistics, supply chain, quality, and associated operations. Marc
started at AoFrio as a Programme Manager for Sustaining Engineering in 2013 and
was promoted to Head of Manufacturing in 2015 and then Vice President Supply Chain
and Operations in 2018. He was also supporting the business as General Manager of
Engineering for 23 months in parallel with his other responsibilities until October 2022.
Before joining AoFrio, Marc worked as a Project Manager for Omexom, managing
multiple projects, budgets, contractors, and multidisciplinary teams in the electrical
distribution industry and had worked for 13 years in senior technical and management
positions in international safety standard testing and certification laboratories in New
Zealand and the United Kingdom.

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AoFrio LtdAnnual Report 2023
Financial statements
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2023
Note
2023
$000s
2022
$000s
Revenue2.266,55274,324
Cost of sales(46,564)(53,734)
Gross profit19,98820,590
Net foreign exchange gains / (losses)490(133)
Other income2.3327202
Operating expenses2.4(19,799)(19,114)
Gain on remeasurement of contingent consideration-68
Earnings before interest, taxation, depreciation,
amortisation & impairment
1,0061,613
Depreciation3.2(748)(559)
Amortisation3.3(2,306)(1,887)
Loss before interest & taxation(2,048)(833)
Finance income4.25964
Finance expenses4.2(1,322)(386)
Loss before income tax(3,311)(1,155)
Income tax (expense) / credit2.5a(223)4,415
(Loss) / profit for the year(3,534)3,260
Other comprehensive income:
Items that may be reclassified subsequently to the profit or loss:
Exchange differences on translation of
foreign operations
4.5b(781)115
Other comprehensive (loss) / income for the year(781)115
Total comprehensive (loss) / income for the year(4,315)3,375
(Loss) / profit for the year attributable to the Owners
of the Company
(3,534)3,260
Total comprehensive (loss) / income attributable to the
Owners of the Company
(4,315)3,375
Basic (loss) profit per share – cents2.6(0.82)0.75
Diluted (loss) profit per share – cents2.6 (0.82)0.73

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
Consolidated Statement of Movements in Equity
for the year ended 31 December 2023


2023

Note
Contributed
equity
$000s
Accumulated
losses
$000s
Other
reserves
$000s
Total
equity
$000s
Balance on 1 January 2023135,578(108,207)(3,590)23,781
Comprehensive income
Loss for year
-
(3,534)
-
(3,534)
Other comprehensive income
Exchange differences on translation
of foreign operations
4.5b--(781)(781)
Total comprehensive income-(3,534)(781)(4,315)
Share option compensation expensed4.5a--7777
Balance on 31 December 2023135,578(111,741)(4,294)19,543


2022

Note
Contributed
equity
$000s
Accumulated
losses
$000s
Other
reserves
$000s
Total
equity
$000s
Balance on 1 January 2022135,555(111,467)(3,800)20,288
Comprehensive income
Profit for year-3,260-3,260
Other comprehensive income
Exchange differences on translation of
foreign operations
4.5b--115115
Total comprehensive income-3,2601153,375
Contributions of equity, net of costs4.323--23
Share option compensation expensed4.5a--9595
Balance on 31 December 2022135,578(108,207)(3,590)23,781

The above Consolidated Statement of Movements in Equity should be read in conjunction with the accompanying notes.

2425
AoFrio LtdAnnual Report 2023
Consolidated Statement of Financial Position
as at 31 December 2023

Note
2023
$000s
2022
Restated
$000s
Current Assets
Cash and cash equivalents3.1a3,2952,839
Trade and other receivables3.1b16,48024,281
Derivative financial instruments6.4254140
Inventories3.1c8,80311,272
Total current assets28,83238,532
Non-Current Assets
Property, plant and equipment3.25,4821,156
Deferred tax asset2.5b10,36310,538
Intangible assets3.313,92312,907
Total non-current assets29,76824,601
Total assets58,60063,133
Current Liabilities
Trade and other payables3.1d17,25125,095
Contract liability2.22,2692,008
Provisions3.1e133177
Liabilities in respect of right-of-use assets6.518183
Borrowings4.14,6743,369
Total current liabilities24,50830,732
Non-Current Liabilities
Borrowings4.1311466
Liabilities in respect of right-of-use assets6.54,213-
Contract liability2.210,0258,154
Total non-current liabilities14,5498,620
Total liabilities39,05739,352
Net assets19,54323,781
Consolidated Statement of Financial Position - continued
as at 31 December 2023
Note
2023
$000s
2022
$000s
Equity
Contributed equity4.3135,578135,578
Accumulated losses4.4(111,741)(108,207)
Other reserves4.5(4,294)(3,590)
Total equity19,54323,781
For and on behalf of the Board
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Director
29 February 2024
Director
29 February 2024

2627
AoFrio LtdAnnual Report 2023
Consolidated Cash Flow Statement
for the year ended 31 December 2023
Note
2023
$000s
2022
$000s
Cash flows from operating activities
Receipts from customers exclusive of GST / VAT76,13071,586
Payments to suppliers and employees exclusive of GST / VAT(71,969)(75,874)
Foreign exchange gains / (losses)490(133)
Other income32753
Interest paid(1,284)(344)
Interest received4.25964
Taxation paid(104)(225)
Net GST / VAT received299509
Net cash inflow / (outflow) from operating activities3,948(4,364)
Cash flows from investing activities
Payments for property, plant, and equipment(1,030)(415)
Proceeds from disposals of property, plant, and equipment5136
Payments for intangible assets3.3(3,349)(1,431)
Net cash outflow from investing activities(4,328)(1,810)
Cash flows from financing activities
Cash payment to acquire ordinary shares4.3-(230)
New loans and drawdowns4.121,6546,945
Loan repayments4.1(20,614)(4,027)
Principal payments for right-of-use assets6.5(78)(232)
Net cash inflow from financing activities9622,456
Net increase in cash and cash equivalents582(3,718)
Cash and cash equivalents at the beginning of the
financial period
2,8395,953
Effect of exchange rate movements on cash(126)604
Cash and cash equivalents at end of year3.1a3,2952,839

The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.
Notes to the Consolidated Financial
Statements
1. Basis of preparation
This section sets out the Group’s significant accounting policies that relate to the financial statements as a whole.
Where an accounting policy is specific to a note, that policy is stated in the note to which it relates.
1.1 General Information
AoFrio Limited (the “Company”) and its subsidiaries (together the “Group”) develop Internet of Things (IoT)
solutions, and manufacture, market and sell energy efficient motors and IoT hardware to the food and beverage
markets.
The Company is a limited liability incorporated and domiciled in New Zealand. The address of its registered office
is 78 Apollo Drive, Rosedale, Auckland 0632 New Zealand. The Company is registered under the Companies
Act 1993 and is an FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The financial
statements have been prepared in accordance with the requirements of Part 7 of the Financial Markets Conduct
Act 2013 and the NZX Main Board Listing Rules.
These consolidated financial statements have been approved for issue by the Board of Directors on 28 February
2024.
1.2 Summary of Significant Accounting Policies
(a). Basis of preparation
These consolidated financial statements of the Group have been prepared in accordance with generally accepted
accounting practice in New Zealand. The Group is a for-profit entity for the purposes of financial reporting. The
consolidated financial statements 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 principal accounting policies adopted in the preparation of the financial statements are set out below. These
policies have been consistently applied to all the years presented.
Entities reporting
The financial statements are for the consolidated Group which is the economic entity comprising of AoFrio Limited
and its subsidiaries.
Historical cost convention
These financial statements have been prepared under the historical cost convention except for derivative financial
information and contingent consideration which is measured at fair value.
New standards, amendments, and interpretations
The following accounting standards, amendments and interpretations have not had a material impact on the
financial statements.
• International Tax Reform – Pillar Two Model Rules (Amendments to NZ IAS 12)
• NZ IFRS 17 - Insurance Contracts

2829
AoFrio LtdAnnual Report 2023
• NZ IAS 1 - Disclosure of Accounting Policies (Amendments to NZ IAS 1 and IFRS Practice Statement 2)
• NZ IAS 8 - Definition of Accounting Estimates (Amendments to NZ IAS 8)
• NZ IAS 12 - Deferred Tax Related Assets and Liabilities from a Single Transaction (Amendments to IAS 12)

The following accounting standards, amendments and interpretations are not yet effective and are not expected to
have a material impact on the financial statements.
• Classification of Liabilities as Current or Non-current (Amendments to NZ IAS 1)
• Non-current liabilities with covenants (Amendments to NZ IAS 1)
• Lease liability in a Sale and leaseback (Amendments to NZ IFRS 16)
• Disclosure of Fees for Audit Firms’ Services (Amendments to FRS 44)
Going concern assumption
The Group reported a loss for the year ended 31 December 2023 of $3,534,000 (2022: profit of $3,260,000)
and operating cash inflows of $3,948,000 (2022: outflows of $4,364,000). Cash at 31 December 2023 was
$3,295,000 (2022: $2,839,000) and net debt (defined as cash balances net of borrowings) was $1,690,000 (2022:
$1,079,000).
Revenue in the 2023 year was impacted by excess inventory in the global supply chain along with generally lower
demand due to macro-economic factors, including the impacts of higher energy prices in Europe. Turkey is an
important market for the Group and demand there was also impacted by political uncertainty and earthquakes.
Profitability in the 2023 year was also impacted by increased operating expenses and higher finance costs due to
increased interest rates and borrowing to support higher working capital requirements.
The Board approved budget for 2024 forecasts improved profitability from growth in revenues and positive
cash flows.
The Board is satisfied that if global supply chain or macro-economic conditions continue to adversely impact
demand for the Group, the Group can and will manage its planned increases in operating and capital expenditure
to ensure the Group maintains adequate cash reserves for at least the next 12 months after reporting date.
The Board is closely monitoring the Group’s compliance with banking covenants.
Therefore, the Board has, at the time of approving the financial statements, assessed it is appropriate to continue
to adopt the going concern basis in preparing the financial statements.
(b). Principles of consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and can affect these returns
through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The
cost of an acquisition is measured as the fair value of the assets transferred and equity instruments issued, and
liabilities incurred or assumed at the date of exchange. Identifiable assets acquired, and liabilities and contingent
liabilities assumed in a business combination are measured initially at their fair values at the acquisition date,
irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the
Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than
the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the Statement of
Comprehensive Income.
Intercompany transactions, balances, and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies of
the Group.
(c). Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency
of the primary economic environment in which the entity operates (‘the functional currency’). The Company’s
functional currency is US Dollars because its purchase and sale of product is mainly denominated in US Dollars.
Subsidiaries and operations in the USA, China, Brazil, Turkey, Mexico, Italy, Australia, and Singapore use their
local currency as the functional currency.
The consolidated financial statements are presented in New Zealand dollars, rounded to the nearest thousand,
which is the Group’s presentation currency. The presentation currency remains New Zealand dollars due to the
Company’s shareholder base being concentrated in New Zealand.
(ii) Transactions and balances
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 year end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Statement of Comprehensive Income.
(iii) Foreign operations
The results and balance sheets of all foreign operations that have a functional currency different from New
Zealand dollars are translated into the presentation currency as follows:
• Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the
Statement of Financial Position.
• Income and expenses for each Statement of Comprehensive Income are translated at the rates prevailing on
the transaction dates; and
• All resulting exchange differences are recognised in other comprehensive income as a separate component
of equity.
(d). Critical accounting estimates and judgements

Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are
detailed in the following notes to the financial statements:
Areas of estimation
• Going concern – forecasts – note 1.2a
Areas of judgement
• Deferred tax asset – recognition – note 2.5b
• Development costs – capitalisation of expenses and impairment testing – note 3.3

3031
AoFrio LtdAnnual Report 2023
(e). Prior period restatement
Consolidated statement of financial position
The Group has determined that for the purposes of the Consolidated Statement of Financial Position, $2.4 million
of the trade and other receivables amount in 2022 should be reclassified to inventory to better reflect the nature
of the transaction. Goods dispatched in relation to intergroup sales, has been reclassified from trade and other
receivables to inventory. This is a current asset reclassification therefore no income statement impact in 2022
or 2023.
2022
$000s
Adjusted
$000s
2022 Restated
$000s
Trade and other receivables26,676(2,395)24,281
Inventories8,8772,39511,272
2. Results for the year
This section focuses on the results and performance for the Group and how those numbers are calculated.
2.1 Segment information
An operating segment is a component of an entity that engages in business activities from which it earns revenues
and incurs expenses, whose operating results are regularly reviewed by the chief operating decision maker and
for which discrete financial information is available.
The chief operating decision maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Chief Executive Officer supported by the management team who
report directly to the CEO.
(a). Reportable segments
The Group is organised on a global basis into two operating divisions – Motors and IoT. These divisions offer
different products and services and are managed separately because they require different technology and
marketing strategies. The Group’s Chief Executive Officer reviews the financial performance of each division at
least monthly. Each division is a reportable segment.
There are varying levels of integration between the segments. There are engineering and sales staff that support
both segments as well as shared logistical and quality management services.
Information related to each reportable segment is set out below:
2023
Motors
$000s
IoT
$000s
Unallocated
$000s
Total
$000s
Revenue31,49835,054-66,552
Cost of goods sold(26,118)(20,446)-(46,564)
Gross profit5,38014,608-19,988
Gross margin %17.1%41.7%30.0%
Foreign exchange gains--490490
Other income-3324327
Operating expenses(3,905)(7,083)(8,811)(19,799)
EBITDA1,4757,528(7,997)1,006
Depreciation(127)(30)(591)(748)
Amortisation(317)(1,821)(168)(2,306)
(Loss) / profit before interest & taxation1,0315,677(8,756)(2,048)
Finance income1-5859
Finance expense--(1,322)(1,322)
(Loss) / profit before income tax1,0325,677(10,020)(3,311)
Income tax expense--(223)(223)
(Loss) / profit for the year1,0325,677(10,243)(3,534)

3233
AoFrio LtdAnnual Report 2023
2023
Motors
$000s
IoT
$000s
Unallocated
$000s
Total
$000s
Non-current assets
Property, plant & equipment245495,1885,482
Deferred tax asset--10,36310,363
Goodwill-3,190-3,190
Other intangible assets3,9966,20353410,733
Total4,2419,44216,08529,768
2022Motors
$000s
IoT
$000s
Unallocated
$000s
Total
$000s
Revenue37,79836,526-74,324
Cost of goods sold(31,007)(22,727)-(53,734)
Gross profit6,79113,799-20,590
Gross margin %18.0%37.8%27.7%
Foreign exchange losses--(133)(133)
Other income(93)22273202
Operating expenses(3,903)(7,562)(7,649)(19,114)
Gain on remeasurement of
contingent consideration
-68-68
EBITDA2,7956,327(7,509)1,613
Depreciation(154)(35)(370)(559)
Amortisation(221)(1,001)(665)(1,887)
Loss before interest & taxation2,4205,291(8,544)(833)
Finance income--6464
Finance expense--(386)(386)
(Loss) / profit before income tax2,4205,291(8,866)(1,155)
Income tax credit(1)-4,4164,415
(Loss) / profit for the year2,4195,291(4,450)3,260
Non-current assets
Property, plant & equipment338737451,156
Deferred tax asset--10,53810,538
Goodwill-3,151-3,151
Other intangible assets3,6745,986969,756
Total4,0129,21011,37924,601
(b). Geographical segments
The Group operates in three main geographical areas, although it is managed on a global basis.
Revenue from external customers by geographic areas
2023
$000s
2022
$000s
Americas54,21458,042
Asia / Pacific (APAC)4,9746,770
Europe / Middle East / Africa (EMEA)7,3649,512
Total66,55274,324
Revenue is allocated above based on the country in which the customer is located.
APAC revenue includes $1,824,000 (2022: $1,085,000) from New Zealand customers.
Major Customers
The Group has three major customers (defined as customers representing 10% or more of revenues) accounting
for invoiced revenues of $26,018,000 (2022: three customers accounting for invoiced revenues of $30,381,000),
all within the Americas geographic segment.
Total non-current assets
2023
$000s
2022
$000s
Americas2661,134
Asia / Pacific – mainly in New Zealand29,48323,455
Europe / Middle East / Africa1912
Total29,76824,601
Total non-current assets are allocated based on where the assets are located.
2.2 Revenue
2023
$000s
2022
$000s
Sales of goods revenue – recognised at a point in time64,22872,128
Services revenue – recognised over time2,3242,196
66,55274,324
Revenue is measured at the fair value of the consideration received or receivable for the sale of goods and
services, excluding GST / VAT, rebates and discounts and after eliminating sales within the Group. The Group
disaggregates revenue from contracts with customers by geographical regions, which is detailed in note 2.1(b).

3435
AoFrio LtdAnnual Report 2023
(a). Sale of Goods
The Group manufactures and sells a range of energy efficient motors and IoT hardware to the food and beverage
market. Sales are recognised when control has transferred to the buyer which is usually when delivery of the
goods to the buyer pursuant to the Incoterms that apply is fulfilled, and there is no unfulfilled obligation that could
affect the customer’s acceptance of the products. Delivery occurs when the products have been delivered in
accordance with the pre-agreed Incoterms between the Group and the buyer, the risks of obsolescence and loss
have been transferred to the buyer, and either the buyer has accepted the products in accordance with the sales
arrangement, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for
acceptance and performance obligations under the contract with the customer have been satisfied.
Some of the sales of goods are subject to CIF (Cost, Insurance and Freight) Incoterms. The Group considers
these freight and insurance services to be a distinct service. For these sales, the total sales price is allocated to
the separate performance obligations, being the product and the insurance and freight costs. Further, the Group
considers itself an agent only in the provision of the freight services. Revenue for the CIF element is recognised
only to the extent of the margin for providing the agent services. However, there are limited sales under CIF terms
and the impact on revenue is estimated to be minor.
The Group has in-market distributors in China and Brazil to supply goods to buyers in those markets who require
local delivery. These distributors transact as agents. The Group is the principal in these transactions. Sales of
product are recognised when these distributors deliver the product to buyers at which point control passes to
the buyer.
Products may be sold with retrospective volume rebates based on aggregate sales over a 12-month period.
Revenue from these sales is recognised based on the price specified in the contract, net of the estimated volume
rebates. Accumulated experience and customer knowledge are used to determine the rebate amounts using
the expected value method and revenue is only recognised to the extended that it is highly probable significant
reversals will not occur. The liability to pay volume rebates is recognised (included in trade and other payables) in
respect of sales made until the end of the reporting period.
No element of financing is deemed present as the sales are made with a credit term of 30 - 120 days which is
consistent with market practice. A receivable is recognised when the goods are delivered as this is the point of
time that the consideration is unconditional because only the passage of time is required before the payment
is due.
(b). Sale of services
Associated with the supply of IoT hardware, the Group supplies a range of data, and reporting services, all
installed on every AoFrio SCS, AoFrio Monitor and AoFrio Click sold and are distinct services from the sale of
goods. Revenue from the provision of such services is recognised when services are rendered to the buyer.
Contracts typically cover a period from hardware supply of anywhere from 1 to 10 years, dependent on customer
requirements. Contracts specify the price for the provision of the services. Revenue from such contracts is
recognised on a straight-line basis over the contract term because the customer receives and uses the benefits
simultaneously. As set out in note 2.2(a), no explicit element of financing is deemed present as the purpose of the
advance payment is for reasons other than financing.
The Group also provides software development services for customers. Revenue from these services is
recognised when the contracted development is completed according to the agreed scope of work.
Contract liabilities
2023
$000s
2022
$000s
Carrying amount at start of year10,1626,793
Invoiced in the year4,4035,137
Recognised in revenue(2,324)(2,196)
Exchange adjustment53428
Carrying amount at end of year12,29410,162
Current portion2,2692,008
Non-current portion10,0258,154
12,29410,162
2.3 Other income
2023
$000s
2022
$000s
Remeasurement of right-of-use liability-149
Research & Development tax incentive claims received290-
Other income3753
327202

2.4 Operating expenses include
2023
$000s
2022
$000s
Wages and salaries and other short-term benefits16,61312,673
Employer contributions to Kiwisaver and 401K plans545459
Employee share options expense7795
Total employee benefits17,23513,227
Payments to contractors7981,886
Capitalisation of labour and expenses to intangible assets(3,161)(1,382)

The amount disclosed above for wages and salaries is stated before capitalisation of labour to intangible assets.

3637
AoFrio LtdAnnual Report 2023
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave
expected to be settled within 12 months of the reporting date are recognised in other payables in respect of
employees’ services up to the reporting date and are measured at the amounts expected to be paid when the
liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and
measured at the rates paid or payable.
The Group recognises a liability and an expense for bonuses and creates a provision where contractually obliged
or where there is a past practice that has created a constructive obligation.
2.5 Income tax expense
Current and deferred income tax
The income tax expense or revenue for the year is the tax payable on the current period’s taxable income (based
on the national income tax rate for each jurisdiction) adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in
the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered, or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made
for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset
or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a
business combination, that at the time of the transaction did not affect either accounting profit or taxable profit
or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and
tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of
the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Goods and Services Tax (GST) and Value Added Tax (VAT)
The Statement of Comprehensive Income has been prepared so that all components are stated exclusive of GST
and VAT. All items in the Statement of Financial Position are stated net of GST and VAT, except for receivables
and payables, which include GST and VAT invoiced.
(a). Income tax
2023
$000s
2022
$000s
Current year income tax expense(48)(72)
Deferred tax – recognition of deferred tax asset(175)4,487
Income tax (expense) / credit(223)4,415
The income tax credit for the year can be reconciled to the result before tax as follows:
2023
$000s
2022
$000s
Reported (loss) for the year before tax(3,311)(1,155)
Tax at 28%(927)(323)
Adjustment of prior periods99267
Effect of different tax rates of subsidiaries in other
jurisdictions
-(14)
Tax effect of non-deductible / non-assessable items(113)(84)
Tax effect of utilisation of losses not previously recognised-(1,430)
Recognition of carried forward tax losses(175)6,199
Income tax (expense) / credit for the year(223)4,415

(b). Deferred tax
As it is probable that future taxable amounts will be available to utilise temporary differences and losses, a
deferred tax asset is recognised for deductible temporary differences and for that portion of the unused tax
losses that are expected to be utilised in the five years 2024 through to 2028 (2022: 2023 to 2027). Judgement
is required when assessing the recoverability of capitalised tax losses, due to the need to forecast future taxable
profits for which those taxable losses will be recognised. Cash flows projections are forecast at a country level
and discounted back at a pre-tax discount rate of 13.5% (2022: 14.0%). No deferred tax asset has been
recognised in respect of the remaining tax losses to carry forward due to uncertainty as to forecast taxable income
after the five years.
Losses available to be carried forward are subject to the shareholder continuity requirements of the New Zealand
Income Tax Act 1994 and the countries in which the losses have arisen.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset, and they
relate to the same tax authority. The tax rate applicable to each group company has been used to determine the
below recognised and unrecognised deferred tax assets:
2023
$000s
2022
$000s
Doubtful debts1210
Inventory provisions and unrealised profit eliminations 200(118)
Employee benefits224283
Internally generated development(2,638)(2,549)
Warranty provision3750
Contract liabilities2,8601,281
Rebates237242
Fixed assets(986)(11)
Right of use lease liability1,224(213)
Other timing differences(148)57
Total temporary differences1,022(968)

3839
AoFrio LtdAnnual Report 2023
2023
$000s
2022
$000s
Tax losses to carry forward25,97731,944
Total temporary differences and tax losses to carry forward27,13830,976
Deferred tax asset recognised for:
Temporary differences1,022(968)
Carry forward tax losses utilised9,34111,506
Total recognised10,36310,538

The benefit of unrecognised tax losses is $ 16,636,000 (2022: $20,438,000). Of the total consolidated losses
available to carry forward to future years, $ 2,955,000 (2022: $2,922,000) arises in the USA and is subject to their
continuity requirements. USA Federal tax losses expire after 15 to 20 years, depending on when those losses
were incurred. During the 2023 year no USA Federal tax losses expired (2022: None).
(c). Imputation credits
The Group has no imputation credits available (2022: $nil) and no movements occurred in the Imputation Credit
Account (2022: $nil).
2.6 Earnings per share
Earnings per share (‘EPS’) is the amount of post-tax profit attributable to each share.
Basic EPS of a loss of 0.82 cents (2022: profit of 0.75 cents) is calculated by dividing the loss attributable to equity
holders of the Company of $3,534,000 (2022: profit of $3,260,000) by the weighted average number of ordinary
shares in issue during the year of 431,853,006 (2022: 432,198,399).
Diluted EPS of a loss of 0.82 cents (2022: loss of 0.73 cents) is calculated by dividing the loss attributable to
equity holders of the Company of $3,534,000 (2022: profit of $3,260,000) by the weighted average number of
shares in issue during the year. No adjustment was made in 2023 for effects of 12,930,000 dilutive potential
ordinary shares, refer to note 6.2(c), because the effect in that year would have been anti-dilutive.
3. Operating assets and liabilities
This section focuses on the assets used to generate the Group’s trading performance and the liabilities incurred as
a result.
3.1 Working capital
Working capital represents the assets and liabilities the Group generates through its trading activities. The Group
therefore defines working capital as cash, trade and other receivables, inventory, trade and other payables and
provisions.
(a). Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other short
term and highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.
2023
$000s
2022
$000s
Cash on hand and at bank2,9212,254
Call deposits6230
Short term bank deposit368355
3,2952,839
The carrying amount of the Group’s cash and cash equivalents is denominated in the following currencies:
NZD420534
USD2,6371,757
Other238548
3,2952,839

(b). Trade and other receivables
Trade receivables are recognised initially at the value of the invoice sent to the customer. The Group generally
holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them
subsequently at amortised cost using the effective interest method. Trade receivables are generally due for
settlement no more than 120 days from the date of recognition.
The Group applies the simplified approach permitted by NZ IFRS 9 which requires expected lifetime credit losses
to be recognised from initial recognition of the trade receivable. Trade receivables are written off when there is no
reasonable expectation of recovery.
NZ IFRS 9 requires the Group to calculate expected credit losses on trade receivables using a provision matrix.
The Group has reviewed its credit loss experience and has determined that the probability weighted credit
loss experience over that period was approximately 0.1% of revenue. Consideration has been given to market
environmental factors to determine whether future conditions will impact. The provision for expected credit loss at
balance date has been calculated at 1.5% for customers assessed as higher risk and 0.1% for all others (2022:
1.5% and 0.1% respectively).

4041
AoFrio LtdAnnual Report 2023
2023
$000s
2022
Restated
$000s
Trade receivables15,48323,094
Provision for loss allowance(41)(92)
Net trade receivables15,44223,002
Prepayments239620
VAT / GST refunds due96166
Income tax refund due361281
Other receivables342212
16,48024,281
The carrying amount of the Group’s trade and other receivables is denominated in the following currencies:
NZD50660
USD14,49721,815
EUR527853
MXP380296
Other1,026657
16,48024,281
Provision for loss allowance
Carrying amount at start of year9290
Decrease in loss allowance(51)(3)
Exchange adjustment-5
Carrying amount at end of year4192
The decrease in provision is recognised within ‘Operating expenses’ in the Statement of Comprehensive Income.
(c). Inventories
Inventories are stated at the lower of cost and net realisable value. Costs are assigned to individual items of
inventory based on first in first out. Net realisable value is the estimated selling price in the ordinary course of
business less the estimated costs necessary to make the sale.
Management reviews inventory on a line-by-line basis. Judgments are made about expected selling prices and
obsolescence based on forecast sales. A provision is recognised for inventory which is expected to sell for less
than cost.
2023
$000s
2022
Restated
$000s
Finished goods – at cost6,8869,082
Raw materials – at cost2,2032,572
Less inventory provisions(286)(382)
Total inventories8,80311,272
Cost of inventories recognised as an expense and included in cost of sales $44,112,000 (2022: $51,245,000).
(d). Trade and other payables
Trade payables are recognised at the value of the invoice received from a supplier. These amounts represent
liabilities for goods and services provided to the Group prior to balance date. The amounts are unsecured and are
usually paid within 90 days of recognition.
2023
$000s
2022
$000s
Trade payables14,19821,787
Employee entitlements 1,3131,668
GST / VAT payable388394
Income tax payable24-
Accrued expenses1,3281,246
17,25125,095
The carrying amount of the Group’s trade and other payables is denominated in the following currencies:
NZD1,3442,293
USD15,20421,720
Other7031,082
17,25125,095
(e). Provisions
Provisions are recognised when the Group has a present legal or constructive obligation because of past events,
is more likely than not that an outflow of resources will be required to settle the obligation, and the amount has
been reliably estimated. Provisions are not recognised for future operating losses.
The Group sells goods with warranty periods of up to five years. The terms of the warranty provide that the Group
will repair or replace items that fail to perform satisfactorily. A provision has been recognised based on historical
data and average levels of repairs and warranty claims experienced by the Group. It is expected that the provision
will be utilised within one year as any product failures are typically exhibited within one year of sale.

4243
AoFrio LtdAnnual Report 2023
Warranty provision
2023
$000s
2022
$000s
Carrying amount at start of year177205
Additional provisions recognised4529
Amounts used(89)(74)
Exchange adjustment-17
Carrying amount at end of year133177

3.2 Property, plant and equipment
All property, plant and equipment are stated at historical cost less depreciation and impairments. Historical cost
includes expenditure that is directly attributable to the acquisition of the items and the costs of bringing the asset
to the location and condition for it to be capable of operating in the manner intended.
Costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it
is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. All other repairs and maintenance are charged to the Statement of Comprehensive
Income during the financial year in which they are incurred.

Depreciation of owned plant and equipment is calculated using the straight-line method to allocate their cost net of
their residual values, over their estimated useful lives, as follows:
Useful Life
Plant and equipment3 – 15 years
Property12 years
Office equipment, furniture and fittings 3 – 15 years
The assets’ residual values and useful lives are reviewed and adjusted as appropriate at each balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Plant and equipment can be analysed as follows:
Plant &
equipment
$000s
Office equipment,
furniture & fittings
$000s
Properties
$000s
Total
$000s
Year ended 31 December 2022
Opening net book amount7191968091,724
Additions271144-415
Depreciation(256)(112)(191)(559)
Disposals----
Remeasurement of right-of-use asset--(517)(517)
Exchange adjustment3954993
Closing net book amount7732331501,156
Plant &
equipment
$000s
Office equipment,
furniture & fittings
$000s
Properties
$000s
Total
$000s
At 31 December 2022
Cost6,2601,2361,6619,157
Accumulated depreciation and
impairment
(5,477)(961)(1,570)(8,008)
Exchange adjustment(10)(42)597
Net book amount7732331501,156
Year ended 31 December 2023
Opening net book amount7732331501,156
Additions2283264,8215,375
Depreciation(241)(129)(378)(748)
Disposals(17)-(38)(55)
Exchange adjustment(30)(19)(197)(246)
Closing net book amount7134114,3585,482
At 31 December 2023
Cost4,9528444,82910,625
Accumulated depreciation and
impairment
(4,199)(372)(333)(4,904)
Exchange adjustment(40)(61)(138)(239)
Net book amount7134114,3585,482
The above amounts include those relating to right-of-use assets. Refer to note 6.5 for further disclosures.
Capital commitments
Capital commitments contracted for at 31 December 2023 amounted to $328,000 (2022: $229,000).

4445
AoFrio LtdAnnual Report 2023
3.3 Intangible assets
Research, development and patent costs
Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical knowledge
and understanding, is recognised in the Statement of Comprehensive Income as an expense when it is incurred.
Expenditure on development activities, being the application of research findings or other knowledge to a plan or
design to produce new or substantially improved products or services before the start of commercial production
or use, is capitalised if the product or service is technically and commercially feasible and adequate resources
are available to complete development. This involves the use of judgement. Development costs are capitalised
once it can be demonstrated that the asset is supported by future economic benefits. Management considers
the following criteria when making its judgment as to when it is appropriate to commence capitalisation of
development costs:
• Technical feasibility of completing the development so that it will be available for use or sale.
• Intention to complete the development.
• Ability to use the developed asset or sell it.
• Existence of a market.
• Availability of adequate technical, financial, and other resources to complete and commercialise the
development; and
• Ability to measure reliably the expenditure attributable to the development.
All capitalised development costs met the criteria as outlined above.
The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct
labour and an appropriate proportion of overheads.
Development expenditure which does not meet the criteria for capitalisation is recognised in the Statement of
Comprehensive Income as an expense as incurred. Capitalised development expenditure is stated at cost less
accumulated amortisation and any impairment losses.
Amortisation is calculated using the straight-line method to allocate the cost over the period of the expected
benefit, up to a maximum of 10 years for motors and up to a maximum of 5 years for IoT hardware. Judgment
is involved in determining this period of benefit. For motors, the Group considered the earlier versions of motors
and the length of time from completion to continued sales contribution; whereas for IoT hardware, the Group
considered that 5 years is an appropriate life given the inherent risk of rapid technological change.
Patents
Capitalised patent costs are amortised on a straight-line basis over the period of expected benefit no longer than
the life of the patent, up to a maximum of 20 years.
Computer software
Acquired computer software licences are capitalised based on the costs incurred to acquire and bring to use the
specific software. These costs are amortised over their estimated useful lives (3 to 5 years).
Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
Impairment testing of non-financial assets
Intangible assets that have an indefinite useful life or intangible assets not ready for use are not subject to
amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value
in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash generating units).
Goodwill is tested annually for impairment, or immediately if events or changes in circumstances indicate that it
might be impaired and carried at cost less accumulated impairment losses. Impairment losses on goodwill are
not reversed.
Internally
Generated
Development
$000s
Patents
$000s
Goodwill
$000s
Other
$000s
Total
$000s
Year ended 31 December 2022
Opening net book amount9,0852153,12719212,619
Additions1,38640-51,431
Amortisation(1,818)(55)-(14)(1,887)
Impairment-----
Exchange adjustment687182415744
Closing net book amount9,3402183,15119812,907
At 31 December 2022
Cost24,0321,6503,21987429,775
Accumulated amortisation &
impairment
(15,690)(1,478)-(673)(17,841)
Exchange adjustment99846(68)(3)973
Net book amount9,3402183,15119812,907
Year ended 31 December 2023
Opening net book amount9,3402183,15119812,907
Additions3,15944-1463,349
Amortisation(2,244)(53)-(9)(2,306)
Exchange adjustment(66)239(2)(27)
Closing net book amount10,1892113,19033313,923
At 31 December 2023
Cost23,9981,6943,2191,02029,931
Accumulated amortisation
& impairment
(14,741)(1,531)-(682)(16,954)
Exchange adjustment93248(29)(5)946
Net book amount10,1892113,19033313,923

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AoFrio LtdAnnual Report 2023
Goodwill relates to the iProximity Pty Limited which is a component of the IoT reportable segment.
Internally generated development costs include $5,193,000 (2022: $2,969,000) for projects underway and not
complete at balance date. This cost is not yet being amortised.
Movement in intemally generated development costs
2023
$000s
2022
$000s
Opening net book amount - projects not completed2,9693,383
Additions3,1591,386
Completed(811)(1,800)
Exchange adjustment(124)-
Closing net book amount - projects not completed5,1932,969

An impairment assessment has been performed at 31 December 2023 considering costs to complete the
developments, costs to set up the manufacturing capability, estimates of market volume and price and estimated
manufacturing unit costs.
Amortisation and impairment
2023
$000s
2022
$000s
Amortisation of intangible assets2,3061,887
Impairment of intangible assets--
2,3061,887
Goodwill and intangible assets with indefinite lives
Goodwill acquired through business combinations with indefinite lives has been allocated to the IoT Cash
Generating Unit (CGU) which is also an operating and reportable segment for impairment testing. The Group
performed its impairment test at 31 December 2023.
The recoverable amount of the IoT CGU at 31 December 2023 has been determined based on a value in use
calculation using cash flow projections from the annual operating budget approved by senior management for
2024. The pre-tax discount rate applied to cash flow projections is 13.5% (2022: 16%) and cash flows beyond
2024 using the 9.92% growth rate for IoT revenue over the period from 2019 to 2024 (2022: 9.4%).
The calculation of value in use is most sensitive to the following assumptions:
• Gross margins.
• Completion and launch of new IoT products under development and retaining volumes to current customers.
• Growth rates used to extrapolate cash flows beyond the forecast period.
• Operating expense increases.
Gross margins are based on the 2024 budget pricing and product costs. The gross margin in 2023 was 41.7%
and is forecast at 47.8% for 2024 and later years. Operating expenses for 2024 are budgeted 35% higher than
2023 and increase at 10% per annum in later years. In the 2024 annual operating budget, the ratio of operating
expenses to revenue is 23.6%.
As a result of this analysis, management did not identify an impairment for this CGU.
4. Capital and financing costs
This section sets out the Group’s capital structure and shows how it finances its operations and growth.
To finance the Group’s activities (now and in the future) the Board monitors and determines the appropriate capital
structure for AoFrio to execute strategy and to deliver its business plan.
4.1 Borrowings
2023
$000s
2022
$000s
Current portion
Bank trade finance facility4,0042,652
Bank loans486436
Other borrowings184281
Liability at end of year4,6743,369
Non-Current portion
Bank loans311306
Other borrowings-160
Liability at end of year311466
Borrowings are initially recognised at fair value, net of transaction costs incurred, and are subsequently
measured at amortised cost. Any difference between the proceeds and the redemption amount is recognised in
the Statement of Comprehensive Income 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 balance date. Borrowing costs are expensed when incurred.
Movements in bank and other loans during the year were:
2023
$000s
2022
$000s
Liability at start of year3,8351,005
New loans and drawdowns21,6546,945
Repayments(20,614)(4,027)
Exchange adjustment110(88)
Liability at end of year4,9853,835
Bank trade finance facility
The bank trade finance facility increased from $2.5m to $5m on 2 November 2022. The facility was temporarily
increased to $8m for three-month terms in May 2023 and September 2023 to provide working capital flexibility.
The facility is repayable on demand and is secured. The Company can finance invoices to certain customers over
a maximum term of 120 days. Interest is payable at a 3% margin above bank base lending rate. The weighted
average interest rate charged in 2023 was 9.34% (2022: 7.92%). Refer to note 5.1(d) for covenants details.

4849
AoFrio LtdAnnual Report 2023
Bank term loans
The Company’s US subsidiary loan is US$199,800 under the Small Business Act. The SBA loan has monthly
repayments over a 30-year term. Interest is payable at 3.75% pa.
The Company’s Mexican subsidiary has a 5 million Mexican Pesos loan ($466,000 at 31 December 2023) from
the Banco del Bajio. The loan is repayable after 180 days and interest is payable at 5% pa above the Tiie Rate.
4.2 Finance
2023
$000s
2022
$000s
Finance income
Other interest income5964
5964
Finance expenses
Interest expense – Bank loans55290
Other interest expense770296
1,322386
4.3 Contributed equity
Ordinary shares are classified as equity. 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.
2023
Shares
2022
Shares
2023
$000s
2022
$000s
Total shares and options on issue431,853,006432,336,600135,578135,578
(a). Ordinary shares – fully paid
Opening balance of ordinary
shares on issue
431,853,006431,914,620135,578135,553
Issue of ordinary shares during
the year:
-1,574,196-253
Ordinary shares acquired and
cancelled
-(1,635,810)-(228)
Ordinary fully paid shares on
issue at year end
431,853,006431,853,006135,578135,578
All ordinary shares are authorised and have no par value. Ordinary shares entitle the holder to participate in
dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on
shares held.
4.4 Accumulated losses
2023
$000s
2022
$000s
Opening balance(108,207)(111,467)
(Loss) / profit for the year(3,534)3,260
Accumulated losses at end of year(111,741)(108,207)
4.5 Other reserves
2023
$000s
2022
$000s
Share option compensation reserve525448
Currency translation reserve(4,819)(4,038)
(4,294)(3,590)
(a). Share Option Compensation Reserve
2023
$000s
2022
$000s
Share based compensation recognised at start of year448353
Net compensation expensed7795
525448
(b). Currency Translation Reserve
2023
$000s
2022
$000s
Opening balance(4,038)(4,153)
Exchange (loss) / gains on translation of foreign operations(781)115
4,819(4,038)

5051
AoFrio LtdAnnual Report 2023
5. Risk
This section presents information about the Group’s exposure to financial and commercial risks; the Group’s
objectives, policies and processes for managing those risks.
5.1 Key financial risks
The Group’s principal financial instruments comprise receivables, payables, cash and cash equivalents,
borrowings, and derivatives.
The Group manages its exposure to the key financial risks – market risk (including foreign currency risk and
interest rate risk), credit risk, liquidity risk and capital risk. The Group enters into derivative transactions (principally
forward currency contracts) to manage currency risks.
(a). Financial market risk
Foreign currency risk
The Group operates internationally and is exposed to foreign currency risk arising from various currency
exposures. Presently the Group’s revenue is based on USD pricing and invoicing is substantially USD
denominated. The Company’s functional currency is USD. The majority of the Group’s product, manufacturing and
logistics cost is invoiced and settled in USD. This provides a strong natural hedge position between revenues and
costs. USD funds are converted to NZD to meet New Zealand operational costs as required.
The Group is primarily exposed to changes in other currencies against the USD exchange rate. The Group’s
exposure to foreign currency risk at the end of the reporting period for currencies other than USD, expressed in
NZD was:
2023
EUR
$000s
NZ
$000s
Turkish
Lira
$000s
Mexican
Peso
$000s
Other
$000s
Cash1420215085
Trade and other receivables52750715380310
Trade and other payables(40)(1,344)(25)(605)(33)
Borrowings-(184)-(467)-
2022
Cash96534-143309
Trade and other receivables853660125296532
Trade and other payables(55)(2,293)(31)(593)(403)
Borrowings-(523)-(408)-
The sensitivity of profit or loss to changes in the exchange rates arises mainly from changes in currencies against
the local functional currency of the group company. The impact on post tax profit holding all other variables
constant at 10% sensitivity movement against the functional currency is as follows:
2023
$000s
2022
$000s
Gain from decrease relative to the functional currencies31312
Loss from increase relative to the functional currencies(313)(12)
The impact on other components of equity is not material because of minimal foreign forward exchange contracts
designated as cash flow hedges.
Interest Rate Risk
The interest rate on the bank trade finance facility is at variable rates. All other debt is fixed interest.
The Group has cash deposits in various currencies to facilitate trading in the countries in which it has a presence.
Most of the cash deposits are held in either NZD or USD.
The impact of a 1% increase / decrease in interest rates over a one-year period on the closing cash balance is
not significant.
(b). Credit risk
The Group generally trades with customers and banking counterparties who are well established. While there
are individually significant customers, the Group takes out trade credit insurance to provide better security.
Receivables balances are managed by and reported regularly to senior management according to credit
management policies and procedures. The amount outstanding at balance date represents the maximum
exposure to credit risk.
At balance date, the Group had three major debtors (defined as debtors representing 10% or more of trade
receivables) accounting for outstanding debt of $6,211,000 (2022: three debtors accounting for outstanding debt
of $8,257,000).
At balance date, trade receivables of $1,203,000 were past due but not considered impaired (2022: $1,387,000).
Of this amount $1,021,000 (2022: $685,000) was 3 months or more overdue.
The Group enters into forward foreign exchange contracts within specified policy limits and only with
counterparties approved by Directors.
Cash and cash equivalents are deposited with several financial institutions in New Zealand and overseas.
$674,000 is deposited with a major NZ trading bank with a Standard & Poors rating of AA- (2022: $794,000 AA-)
and $1,480,000 (2022: $336,000) with Convera, the largest non-bank B2B cross-border payments company in
the world. The remaining balance of $1,142,000 (2022: $1,679,000) is held across several territories and non-
performance of obligations by the relevant banks is not expected due to the credit rating of the counter parties
considered.
(c). Liquidity risk
The Group maintains regular forecasts of liquidity based on expected cash flows. The table below analyses the
Group’s financial liabilities into relevant groups based on the remaining period at the reporting date to the end of
the contractual date.

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AoFrio LtdAnnual Report 2023
The amounts disclosed are the contractual undiscounted cash flows.
2023
Trade and other
payables
$000s
Borrowings

$000s
Right-of-use
liabilities
$000s
Total

$000s
Less than 6 months17,2514,6387121,960
7 to 12 months-36110146
2 to 5 year-3114,2134,524
17,2514,9854,39426,630
2022
Less than 6 months25,0953,2328328,410
7 to 12 months-137-137
2 to 5 year-466-466
25,0953,8358329,013
Trade and other payables above exclude any liabilities for tax (including payroll taxes), statutory liabilities and
contract liabilities.
(d). Capital risk management
The Company closely monitors its cash requirements.
Gearing ratio
2023
$000s
2022
$000s
Total borrowing (excluding liabilities in respect of
right-of-use assets)
4,9853,835
Total equity19,71823,781
Gearing25.3%16.1%
The Group is required to comply with the following financial covenants under the bank trade finance facility:
EBITDA / Interest covenant – EBITDA to be a minimum of 3 times gross interest expense (calculated as if IFRS16
does not apply) to be tested annually at 31 December.
Working capital covenant - Inventory and receivables / debt under the trade finance facility to be a minimum of
2.5 times.
The Group advised the bank in November 2023 that it would likely breach the EBITDA / Interest covenant when
tested at 31 December 2023. The bank formally waived this potential noncompliance for the 2023 year. The Group
remained in compliance with the working capital covenant throughout 2023.
6. Other information
This section includes other information that must be disclosed to comply with accounting standards and other
pronouncements, but that is not immediately related to individual line items in the financial statements.
6.1 Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in Note 1.2b.
Country of
incorporation
Class of
shares
20232022
Wellington Drive Sales LtdNew ZealandOrdinary100%100%
Wellington Drive Technologies US, IncUSAOrdinary100%100%
Wellington Motor Teknolojileri San Tic Ltd StiTurkeyOrdinary100%100%
Wellington Italia SrlItalyOrdinary100%100%
Wellington Drive Technologies Pte LtdSingaporeOrdinary100%100%
Wellington Latin America Services SA de CVMexicoOrdinary100%100%
iProximity Pty LimitedAustraliaOrdinary100%100%
All subsidiaries have a common balance date of 31 December.
6.2 Related party transactions
(a). Directors
The names of persons who are directors of the Company are on pages 16 to 17.
(b). Key management personnel and compensation
Key management personnel compensation is set out below. Key management personnel comprise the Directors
including the Chief Executive Officer (CEO) and all the senior executives who report directly to the CEO.
2023
$000s
2022
$000s
Salaries, fees, and other short-term benefits2,4042,400
Share based remuneration7795
Directors’ remuneration316281
Total2,7972,776

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AoFrio LtdAnnual Report 2023
(c). Employee share-based remuneration
In 2021, 12,930,000 options were issued to the Chief Executive Officer. 8,620,000 options (Tranche One) will vest
on 1 October 2024 and 4,310,000 options (Tranche Two) will vest on 1 October 2025, if the CEO remains a
full-time employee on those dates. The exercise price of the Tranche One options is 9.1 cents and of the Tranche
Two options is 11.5 cents.
The fair value of the employee services received in exchange for the grant of part paid shares or options are
recognised as an expense over the vesting period. The proceeds received net of any directly attributable
transaction costs are credited to share capital when the partly paid share proceeds are received, or options
are exercised.
Fair value is assessed at the date that the share options are issued using a binomial option pricing model that
takes into account the exercise price, the term of the options, the exercise criteria, the likelihood of staff turnover,
the non-tradable nature of the option, the share price at the issue date, the volatility of the returns on the
underlying share and the risk-free interest rate for the term of the options.
(d). East West Manufacturing LLC
East West Legacy LLC, a substantial security holder in the Company, is considered a related party under NZX
Listing Rules. The Group does not transact with East West Legacy LLC. The Group transacts with East West
Manufacturing LLC independent from East West Legacy LLC and is not a related party.
6.3 Contingencies
There are no material contingent liabilities or assets (2022 - $nil).

6.4 Financial instruments by category
2023
$000s
2022
Restated
$000s
Assets per Statement of Financial Position
Financial assets measured at amortised cost
Trade and other receivables15,78423,214
Cash and cash equivalents3,2952,839
Derivatives used for hedging (at fair value)
Derivative financial instruments254140
19,33326,193
Liabilities per Statement of Financial Position
at amortised cost
Trade and other payables17,25125,095
Borrowings4,9853,835
Liabilities in repect of right-of-use assets4,39483
26,63029,013
Fair value estimation
The only financial instruments carried at fair value are derivatives comprising forward foreign exchange contracts.
The carrying amount of borrowings approximates fair value.
The forward exchange contract has been classified as Level 2.
The different levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2).
• Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs)
(Level 3).
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance
sheet date, with the resulting value discounted back to present value.
6.5 Leases
Property, plant and equipment in the Statement of Financial Position shows the following amounts related to
leases of right-of-use assets:
Right-of-use assets
2023
$000s
2022
$000s
Properties3,918114
Plant & equipment-3
Office equipment and furniture & fittings152
Total3,933119
Additions to right-of-use assets
2023
$000s
2022
$000s
Properties4,345-
Plant & equipment26-
Office equipment, furniture & fittings18-
Total4,389-

Liabilities in respect of right-of-use assets
2023
$000s
2022
$000s
Current18183
Non-current4,213-
Total4,39483

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AoFrio LtdAnnual Report 2023
Movements in liabilities in respect of right-of-use assets during the year were:
2023
$000s
2022
$000s
Liability at start of year83992
New liabilities4,389-
Remeasurement-(677)
Repayments(78)(232)
Liability at end of year4,39483
The Consolidated Statement of Comprehensive Income shows the following amounts related to right-of-use
leases:
Depreciation charge for right-of-use assets2023
$000s
2022
$000s
Properties342193
Plant & equipment718
Office equipment and furniture & fittings43
Total353214
Interest expense on liabilities in respect right-of-use assets29947
Expense relating to short-term leases (included in operating
expenses)
10350
The Consolidated Cash Flow Statement shows the following amounts related to right-of-use leases:
Total principal payments on liabilities in respect right-of-use assets78232
The Group leases property, equipment, and cars. Rental contracts are typically made for fixed periods but may
have extension options as described below. Lease terms for equipment and cars tend to be industry standard.
Other leases are negotiated on an individual basis.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is
available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance
cost is charged to Statement of Comprehensive Income over the lease period to produce a constant periodic rate
of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the
shorter of the asset’s useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include
the net present value of the following lease payments:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable.
• Variable lease payments based on an index or rate.
• Amounts expected to be payable by the lessee under residual value guarantees.
• The exercise price of a purchase option if the lessee is reasonably certain to exercise that option.
• Payments or penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or
the Group’s incremental borrowing rate.
Right-of-use assets are measured at cost comprising the following:
• The amount of the initial measurement of lease liability.
• Any lease payments made at or before the commencement date less any lease incentives received.
• Any initial direct costs.
• Restoration costs.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line
basis as an expense in the Statement of Comprehensive Income. Short-term leases are leases with a lease term
of 12 months or less. Low-value assets are assets of a value of US$5,000 or less.
Lease renewal options are included in the property lease. In determining the lease term, management considers
all facts and circumstances that create an economic incentive to exercise the renewal option. Renewal options are
only included in the lease term if the lease is reasonably certain to be extended. The assessment is reviewed if a
significant event or a significant change in circumstances occurs which affects this assessment and that is within
the control of the lessee.
6.6 Other disclosures
Auditors’ remuneration
2023
$000s
2022
$000s
Deloitte
- Audit of financial statements of the Group – current year191177
- Non audit services
*1
3648
Audit of subsidiaries by other auditors – Thong & Lim44
231229
*
1
Non audit services relate to tax compliance.

58
AoFrio Ltd
59
Annual Report 2023
6.7 Cash flow information
(a). Reconciliation of (loss) / profit for the year to net cash inflow / (outflow) from operating activities
2023
$000s
2022
Restated
$000s
(Loss) / profit for the year(3,534)3,260
Adjustments for:
Income tax expense / (credit)223(4,415)
Depreciation, amortisation & impairment3,0542,446
Share based payments7795
Decrease in inventory provision(96)(65)
Decrease / (increase) in loss allowance provision(51)2
Decrease in provision for warranty(44)(28)
Change in fair value of contingent consideration-(68)
Net foreign exchange differences(386)(1,845)
Decrease / (increase) in trade and other receivables7,852(6,436)
Increase in contract liabilities2,1323,369
Decrease / (increase) in inventories2,565(6,607)
(Decrease) / increase in trade and other payables(7,844)5,928
Net cash inflow / (outflow) from operating activities3,948(4,364)
(b). Net debt reconciliation
2023
$000s
2022
$000s
Cash and cash equivalents3,2952,839
Borrowings – repayable within one year(4,674)(3,452)
Borrowings – repayable after one year(311)(466)
Net cash / (debt)(1,690)(1,079)
The bank trade finance facility is at variable interest rates. All other borrowings are at fixed interest rates, with
borrowings movements disclosed in note 4.1. The increase in cash during the year of $456,000 (2022: decrease
$3,114,000) included a $126,000 decrease (2022: $604,000 increase) caused by exchange rate movement.
6.8 Events after reporting date
There are no events after reporting date requiring disclosure.

6061
AoFrio LtdAnnual Report 2023
Independent Auditor’s Report
To the Shareholders of AoFrio Limited
We have audited the consolidated financial statements of AoFrio Limited and its subsidiaries (the
‘Group’), which comprise the consolidated statement of financial position as at 31 December 2023,
and the consolidated statement of comprehensive income, statement of movements in equity and
cash flow statement for the year then ended, and notes to the consolidated financial statements,
including material accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 22 to 58, present fairly,
in all material respects, the consolidated financial position of the Group as at
31 December 2023, and its consolidated financial performance and cash flows for the year then
ended in accordance with New Zealand Equivalents to International Financial Reporting Standards
(‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).
We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board and
the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards), and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Our firm carries out other assignments for the Group in the area of taxation advice, including tax
compliance services. These services have not impaired our independence as auditor of the Company
and Group. In addition to this, partners and employees of our firm deal with the Company and its
subsidiaries on normal terms within the ordinary course of trading activities of the business of the
Company and its subsidiaries. The firm has no other relationship with, or interest in, the Company or
any of its subsidiaries.
We consider materiality primarily in terms of the magnitude of misstatement in the financial
statements of the Group that in our judgement would make it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention during the
audit would in our judgement change or influence the decisions of such a person (the ‘qualitative’
materiality). We use materiality both in planning the scope of our audit work and in evaluating the
results of our work.
We determined materiality for the Group financial statements as a whole to be $900,000.
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. These matters 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.
Opinion
Basis for opinion
Audit materiality
Key audit matters
Evaluation of the cash flow forecast supporting the use of the
going concern assumption
The consolidated financial statements have been prepared on
a going concern basis as discussed in note 1.2(a).
In determining whether the use of the going concern
assumption is appropriate, the Board prepared a cash flow
forecast to assess the Group’s ability to settle their liabilities as
they fall due for a period of at least 12 months from the date
of approval of these consolidated financial statements.
In preparing the forecast, the Board has challenged previous
assumptions around revenue growth and gross profit
margins given the adverse impact on revenues from events
experienced in 2023 as outlined in note 1.2(a), and has
implemented actions to meet banking covenants.
Therefore, the evaluation of the cash flow forecast supporting
the use of the going concern assumption is a key audit matter
due to the key inputs and assumptions present within the
forecast.
In evaluating the cash flow forecast used in supporting the use
of the going concern assumption, our procedures included:
• Obtaining an understanding of the Group’s processes
and related controls in place for preparing and approving
the 2024 cash flow forecast for the period of at least 12
months from the date of approval of the consolidated
financial statements;
• Obtaining an understanding of the key inputs and
assumptions present within the cashflow forecast;
• Assessing the appropriateness of the key inputs and
assumptions present within the cashflow forecast by:
-Assessing the reasonableness of forecasted revenue
growth rates, gross profit margins including planned
employee costs, movements in borrowings and
capital expenditure of the Group over the forecast
period;
-Assessing the reliability of the Group’s forecasting
by performing a retrospective review of previous
forecasts in comparison to actuals;
-Understanding the bank facility key terms, and
challenging the Group’s ability to comply with
covenant requirements;
-Assessing the sensitivity of the forecast to reasonably
possible changes in assumptions to assess their
impact on banking covenant compliance and ability
of the Group to continue as a going concern should
circumstances change; and
-Assessing key mitigating actions available including
managing its planned increases in operating and
capital expenditure;
• Checking the mechanical accuracy of the cash flow
forecast; and
• Checking the appropriateness of the going concern
disclosure in note 1.2(a) of the consolidated financial
statements.
Key audit matterHow our audit addressed the key audit matter

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AoFrio LtdAnnual Report 2023
The directors are responsible on behalf of the Group for the other information. The other information
comprises the information in the Annual Report that accompanies the consolidated financial
statements and the audit report.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If so, we are required to report that fact. We have nothing to
report in this regard.
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control
as the directors determine is necessary to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or to cease operations, or have no realistic alternative but to
do so.
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 and ISAs (NZ) will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-
report-1
This description forms part of our auditor’s report.
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken
so that we might state to the Company’s shareholders those matters 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 the Company’s shareholders as a body, for our
audit work, for this report, or for the opinions we have formed.
Other information
Restriction on use
Auditor’s
responsibilities for
the audit of the
consolidated financial
statements
Directors’
responsibilities for the
consolidated financial
statements
Paul Seller, Partner
for Deloitte Limited
Auckland, New Zealand
29 February 2024
This audit report relates to the consolidated financial statements of AoFrio Limited (the ‘Company’) for the year ended 31 December 2023
included on the Company’s website. The directors are responsible for the maintenance and integrity of the Company’s website. We have
not been engaged to report on the integrity of the Company’s website. We accept no responsibility for any changes that may have occurred
to the consolidated financial statements since they were initially presented on the website. The audit report refers only to the consolidated
financial statements named above. It does not provide an opinion on any other information which may have been hyperlinked to/from these
consolidated financial statements. If readers of this report are concerned with the inherent risks arising from electronic data communication,
they should refer to the published hard copy of the audited consolidated financial statements and related audit report dated 29 February 2024
to confirm the information included in the audited consolidated financial statements presented on this website.
Recoverability of deferred tax assets
The Group has recognised a deferred tax asset of $10.4 million
(2022: $10.5 million) as set out in note 2.5 of the consolidated
financial statements.
Judgement is required to determine the probability that
future taxable amounts will be available to utilise temporary
differences and losses.
We have included the recoverability of deferred tax assets as a
key audit matter due to the judgement involved regarding the
future profitability of the Group, and timing of when the losses
would be utilised in each tax jurisdiction.
Our procedures included, amongst others:
• Obtaining an understanding of the controls relevant to the
Group’s assessment of the recoverability of deferred tax
assets, and cash flow forecasts used in that assessment.
• Assessing the future profit forecasts by jurisdiction, as
used to support the additional recognition and recovery of
deferred tax assets. This included:
-comparing taxable profit forecasts to Board approved
budgets and considering the historical accuracy of
previous forecasts;
-challenging the key assumptions in the cash flow
forecasts, in particular over revenue growth and
gross margin; and
-assessing the consistency of the forecasts used with
those used elsewhere in the business (such as for
going concern or impairment purposes).
• Working with internal tax specialists to challenge
management’s judgements for each jurisdiction, including
over the timing of future taxable profits, and whether
tax losses will continue to be available when the taxable
profits are expected to arise.
Key audit matterHow our audit addressed the key audit matter

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AoFrio LtdAnnual Report 2023
Statutory information
Introduction
Directors have resolved that no dividend be declared.
The Company does not have a credit rating.
Remuneration of Directors
During the year the following remuneration was paid or payable to directors:
20232022
Mr J. McMahon
1
$55,000$52,917
Mr G. Pausch
2
$64,000$85,167
Mr K Oliver
3
$55,000$50,833
Mr J. Scott $68,667$50,833
Mr G Allen
4
$55,000$50,833
Ms M Clark-Reynolds
5
$18,174
-

Note.
1. Fees for Mr J. McMahon are paid to Meta Capital Ltd.
2. Fees for Mr Pausch are paid to Board Advisory Services Ltd.
3. Fees for Mr K Oliver are paid to Alto Capital Ltd.
4. Fees for Mr G Allen are paid to RJ-Alpha Advisory Services Ltd.
5. Fees for Ms M Clark-Reynolds are paid to Purple Dragon Ltd
Interested transactions
The directors have disclosed the following transactions with the Company:
• IInterested transactions: There have been no transactions during the year with interested or related parties of the
directors.
• Directors’ remuneration: Remuneration details of directors are provided above.
• Indemnification and insurance of Officers and Directors: The Company indemnifies Directors and Executive
Officers of the Group against all liabilities which arise out of the performance of their normal duties as director or
executive officer, unless the liability relates to conduct involving lack of good faith. To manage this risk, the Group
has indemnity insurance. The total cost of this insurance expensed during the year ended 31 December 2023 was
$128,795 (2022: $128,795).
• Directors’ share transactions: Details of numbers of shares held by directors are shown below.
• Directors’ loans: There were no loans by the Company to directors.
• The Board received no notices during the year from directors requesting to use Company information received in
their capacity as directors which would not otherwise have been available to them.
Directors’ shareholding
31 December 2023 31 December 2022
Ordinary shares Total Relevant Interest Total Relevant Interest
Mr J. McMahon19,178,25319,178,253
Mr J Scott1,250,000850,000
Mr G Allen7,493,3827,493,382
Ms M Clark-Reynolds2,495-
Employees
The number of employees, other than directors, within the Group receiving remuneration and benefits above
$100,000, as is required to be disclosed in accordance with section 211(1) (g) of the Companies Act 1993, is indicated
in the following table.
GroupGroup
2023202220232022

$100,000 - $109,999 96$220,000 - $229,999-2
$110,000 - $119,999 89$230,000 - $239,9994-
$120,000 - $129,999 99$250,000 - $259,9991-
$130,000 - $139,999 83$260,000 - $269,99922
$140,000 - $149,999 43$270,000 - $279,9991-
$150,000 - $159,99955$280,000 - $289,9992-
$160,000 - $169,99942$290,000 - $299,999-2
$170,000 - $179,999 32$310,000 - $319,99911
$180,000 - $189,999 74$320,000 - $329,9991-
$190,000 - $199,999 33$340,000 - $349,9991-
$200,000 - $209,99925$450,000 – $459,999-1
$210,000 - $219,999 21$490,000 - $499,99921
Donations
No donations have been made by the Company during the year ended 31 December 2023 (2022: Nil).

66
AoFrio Ltd
67
Annual Report 2023
Diversity by gender statistics
In accordance with NZX Listing Rule 3.8.1 the Company makes the following diversity disclosures as at 31 December
2023:
Male
#%
Female
#%
Total
31 December 2023
Board480%120%5
Senior management team*571%219%7
Other staff 8376%2624%109
Total Company 9276%2924%121
31 December 2022
Board5100%--5
Senior management team*556%444%9
Other staff 7877%2323%101
Total Company 8877%2723%115

*The senior management team comprises of the Chief Executive Officer (CEO) and all the senior executives who
report directly to the CEO. The senior management team are “officers” for the purpose of the NZX Listing Rules.

6869
AoFrio LtdAnnual Report 2023
How our audit addressed the key audit matter
Shareholder information
Shareholders
On 31 December 2023 there were 1,343 shareholders holding 431,853,006 fully paid ordinary shares.
Share issues
There were no share issues in 2023.
Shareholder details
The ordinary shares of AoFrio Limited are listed on the New Zealand Stock Exchange. The information in the
disclosures below has been taken from the Company’s share register on 7 February 2023:
20 largest shareholdersOrdinary shares
1. East West Legacy LLC.55,149,807
2. Wairahi Investments Limited26,000,000
3. Ballynagarrick Investments Ltd21,185,103
4. ASB Nominees Ltd (Meta Capital Ltd)19,178,253
5. Graham Trustees Ltd16,592,744
6. Hobson Wealth Custodians Ltd15,869,839
7. Tea Custodians Ltd15,471,295
8. HSBC Nominees (New Zealand) Ltd 15,443,235
9. Accident Compensation Corporation13,457,304
10. FNZ Custodians Ltd12,670,715
11. New Zealand Depository Nominee Ltd 9,992,733
12. BNP Paribas Nominees (NZ) Ltd7,716,241
13. Greg Allen6,488,049
14. Flynn No.2 Trustees Ltd6,054,758
15. JP Morgan Chase Bank NA New Zealand Branch4,901,165
16. Lean Holdings Pty Ltd4,125,123
17. FNZ Custodians Ltd4,089,577
18. Forsyth Barr Custodians Ltd3,552,110
19. Howard Duncan Milliner3,536,561
20. Sujin Boonchuay3,291,073
Distribution of equity securities
Size of holdings at 7 February 2023.
ShareholdersFully paid Ordinary Shares
Number%Number%
1-999503.6819,6520.00
1,000-1,999292.1336,6030.01
2,000-4,999372.72110,5050.03
5,000-9,99922016.161,590,2640.37
10,000-49,99954339.9012,437,2622.88
50,000-99,99917012.4911,447,3032.65
100,000-499,99921715.9445,415,98410.52
500,000
-
999,999332.4221,520,2734.98
over 1,000,000624.56339,275,16078.56
1,361100.00431,853,006100.00

55 (or 4.04%) shareholders, holding 80,062,521 shares (or 18.54%) reside outside of New Zealand.
Substantial product holders
Pursuant to section 26 of the Securities Markets Act 1988, details of substantial product holders and their total relevant
interests as per their most recent notices are:
NameNumber of shares
2
Date of notice
Jarden Securities Ltd & Harbour Asset Management Ltd42,499,8205 May 2023
Wairahi Investments Ltd26,120,2864 August 2021
East West Legacy, LLC55,149,80724 December 2021
2
Number of shares is taken from notices received. No adjustments have been made for changes that may have subsequently occurred from the
dates of notices stated. The definition of “relevant interest” in the Securities Markets Act 1988 provides that more than one relevant interest can
exist in respect of the same securities.
Shareholder enquiries
Shareholders should send changes of address to Computershare Investor Services Limited at the address noted in
the directory on page 85. Notification must be in writing. Questions relating to shareholdings should also be addressed
to Computershare Investor Services Limited. For information about the Group please contact the Company at the
registered office by sending an email to info@aofrio.com or visit our website www.aofrio.com.

7071
AoFrio LtdAnnual Report 2023
Announcements to shareholders
The Company has established an email list of shareholders that wish to receive announcements made by the
Company to the New Zealand Stock Exchange. Announcements are emailed to shareholders who wish to receive
them shortly after they are released to the NZX. This will include the annual meeting addresses. If you wish to be
added to this listing, please email info@aofrio.com and advise us of your email address. Your email details will be
kept confidential.
Announcements are also posted on our website www.aofrio.com.
Corporate governance
The Board of AoFrio Limited (AoFrio or the Company) is responsible for the management oversight, supervision and
direction of the AoFrio Group and considers “best practice” corporate governance to be essential to the achievement
of strong and sustainable Company performance and to the maintenance of the trust and confidence of shareholders.
Integrity and high standards of behaviour and accountability are expected from all the Company’s Directors, officers,
employees and contractors.
The Board’s primary objective is the enhancement of shareholder value by following a set of core principles,
appropriate governance and ethical strategies and ensuring effective and innovative use of Company resources.
The Board has delegated to the Chief Executive Officer responsibility for implementing the strategic objectives of the
Board and for otherwise managing the day-to-day affairs of the Company in accordance with formal delegations of
authority from the Board.
The governance principles adopted by the Board are designed to meet best practice recommendations for listed
companies to the extent that they are appropriate to the size and nature of AoFrio’s operations. The Board endorses
the overall principles embodied in the NZX Corporate Governance Code (NZX Code) and believes the Company’s
corporate governance principles, policies and practices are appropriately aligned with the NZX Code.
The Company’s governance framework is recorded in various policies, charters and processes, many of which are
discussed below. These are reviewed and approved at regular intervals by the Board and standing Committees
to ensure they continue to meet the high standards required by the Board and reflect regulatory changes and
developments in corporate governance practices. The Company has integrated the governance policies into employee
induction and training, and monitors compliance with the policies.
The NZX Listing Rules require the Company to report against the NZX Code. This Corporate Governance Statement
follows the structure of the NZX Code and describes below the corporate governance policies and practices AoFrio
has in place and highlighting the small number of areas of the NZX Code where AoFrio has not fully followed the
Code’s recommendations.
The Company’s Constitution, Board and Committee Charters and many of the policies referred to in this document are
available to view on the Company’s website – www.aofrio.com/investors (the Company’s Website).
This statement is current to the date recorded at the end of this document and has been approved by the AoFrio
Board of Directors.
NZX Code
Principle 1 – Ethical Standards
AoFrio’s reputation as a trusted respected company is one of its most
valuable assets and the Company is committed to being ethically and
socially responsible and ensuring that our business decisions should
reflect our values, acting within the laws of the countries in which we
operate. The Company expects its people to maintain high standards of
ethical conduct and to act legally, ethically and with integrity in a manner
consistent with the Company’s policies. These include the following:

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AoFrio LtdAnnual Report 2023
Code of Conduct
The Board has adopted a Code of Conduct, which is a formal statement designed to help guide and support
employees in their day-to-day work at AoFrio, to ensure they “do the right thing”.
The Code of Conduct brings together all our policy principles and provides a working guide for our people when
making decisions in our daily activities, and in relation to:
• Acting safely, ethically, and responsibly.
• Prioritising AoFrio’s best interests in accordance with the law.
• Safeguarding the confidentiality of AoFrio’s business information.
• Declaring conflicts of interest and proactively advising of potential conflicts.
• Upholding legal, regulatory, and ethical obligations.
• Holding their colleagues accountable for ethical conduct.
• Avoiding actions that could harm AoFrio’s reputation.
• Ensuring honesty in dealings with all stakeholders.
• Executing duties with diligence and care.
• Respecting individual and cultural differences.
• Nurturing a work environment that encourages open dialogue for resolving ethical concerns, free from fear
of retaliation.
• Maintaining accuracy in records and reports.
• Adhering to Company policy around giving and receiving of gifts.
• Speaking out against and reporting unsafe or unethical behaviours.
• Adhering to Company policy regarding whistleblowing.
AoFrio takes the Code of Conduct seriously. It is the responsibility of all AoFrio people globally to promptly bring
suspected violations to the attention of the Company, for the benefit of all.
The Code of Conduct is available on the Company’s Website.
Diversity and Inclusion Policy
AoFrio’s Diversity and Inclusion Policy records the Company’s commitment to creating a workplace that embraces
diversity and welcomes differences in cultures, backgrounds, experiences, and perspectives. We believe that a
diverse, equitable and inclusive company makes our culture stronger, our products richer, our customers happier, and
is critical to our success as a thriving global business.
Everyone at AoFrio is responsible for supporting and fostering an inclusive environment where each individual,
regardless of gender, age, nationality, sexual orientation, ethnicity, religion, disability status, veteran status, family
status, or other protected category, whether visible or not visible, can succeed, and feel welcomed, valued, and
included.
The Company recognises our people are critical to our business. AoFrio has a small number of employees, a
significant number of whom are based outside of New Zealand, which makes it challenging for the Company to adopt
any formal targets in relation to diversity as is recommended by the NZX Code. While we do not have any such
formal targets, AoFrio values and respects the contributions, ideas, and experiences of people from all backgrounds
and is proud to have a diverse company with staff from around the world and from many cultures. Attracting the best
person for a role may involve a global search for a suitable candidate and that selection may add to our diversity.
AoFrio recognises diversity brings a range of ideas, skills, and innovation to the Company, which is important to the
achievement of our objectives.
AoFrio is committed to attracting, developing, and advancing the best person for the role. Selection processes for
recruitment and employee development are unbiased and based on merit. Any form of discrimination, bullying or
harassment is not tolerated.
The Board is generally satisfied with the Company’s performance in relation to diversity but considers that the
Company could improve its diversity at the senior management and board level and is conscious of the benefits a
diverse leadership team can provide to the business.
The Diversity and Inclusion Policy is available on the Company’s Website.
Rules for Staff Trading in AoFrio Securities Policy
The Company’s Rules for Staff Trading in AoFrio Securities Policy provides guidance and sets out the rules for all
trading by directors, officers, employees, and contractors in AoFrio securities on the NZX.
Staff members wishing to trade in AoFrio securities must obtain the written consent of the Company before trading in
Company securities (which must occur outside of certain blackout periods relating to the Company’s half-year and full
year financial results and public offerings of securities in the Company).
Company-wide internal training is also provided to employees on the key themes of the policy and its application.
The Rules for Staff Trading in Securities Policy are available on the Company’s Website.
Health and Safety Policy
AoFrio’s Health and Safety Policy records the Company’s commitment to maintaining a safe and healthy environment
at all our workplaces around the world, and putting the health, safety and well-being of our employees, visitors and
contractors first. We operate our business so that we meet or exceed statutory health and safety requirements and
relevant codes of practice, and we establish additional standards where required. The Health and Safety Policy
governs what we will do to keep everyone safe and healthy at work and to continuously improve our workplace health
and safety management practices.
The Health and Safety Policy is available on the Company’s Website.
Whistleblowing Policy
The Company’s Whistleblowing Policy applies to all employees, contractors, consultants, officers, interns, casual and
agency workers at AoFrio. It sets out what they should do if they have reason to believe that something dangerous,
unlawful or unethical is going on at work and it is affecting (or risks affecting) them or other colleagues. The Company
will support any person who reports any legal or policy breach in good faith.
The Whistleblowing Policy is available on the Company’s Website
Conflicts of Interest
The principles that govern the management of conflicts of interest are addressed in several governance documents,
including the Company’s Constitution the Board Charter and Code of Conduct (all of which are available on the
Company’s Website). Collectively these policies provide guidance to both Directors and employees as to when a
conflict of interest may arise and set out the procedures for managing a conflict of interest.
The Company has an ongoing programme to maintain employee awareness and understanding of Company policies.

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Principle 2 – Board composition and performance
The AoFrio Board comprises directors with an appropriate range and
mix of skills and experience; who have a proper understanding of, and
competence to deal with, current and emerging issues of the business;
and who can effectively review and challenge the performance of
management and exercise judgment independent of management.
The Board’s structure and governance arrangements are set out in
the AoFrio Board Charter, which is available to view on the Company’s
Website.
The AoFrio Constitution requires the Company to comply with the minimum Board composition requirements of the
NZ Stock Exchange which are that there must be at least three directors, and at least two directors must be
independent directors and two ordinarily resident in New Zealand. We assess director independence against the
“disqualifying relationship” criteria in the NZX Listing Rules. The Board currently has five directors, four of whom are
considered independent.
Profiles of all directors and their dates of appointment are set out in the Directors section of this Annual Report on
pages 16 to 17 and are available on the Company’s website.
Attendance at meetings held during 2023 was:
Directors’ meetings
John
McMahon
Gottfried
Pausch
Keith
Oliver
John
Scott
Greg
Allen
Melissa
Clark-
Reynolds
Meetings held whilst a director1271212126
Attendance1161011116
Audit Committee meetings
John
McMahon
Keith
Oliver
Gottfried
Pausch
Meetings held whilst a committee
member
111
Attendance111
Executive Appointment &
Remuneration Committee meetings
Keith
Oliver
Gottfried
Pausch
John
Scott
Meetings held whilst a committee
member
211
Attendance211
Risk Committee
meetings
Greg
Allen
Gottfried
Pausch
Technology & Innovation
Committee meetings
John
Scott
Gottfried
Pausch
Melissa
Clark-
Reynolds
Meetings held whilst
a committee member
11
Meetings held whilst a
committee member
21
1
Attendance11Attendance211
Given the size of the Company, we have not established a separate Nomination Committee to deal with Director
nominations, as recommended under the NZX Corporate Governance Code, but we have combined the functions
typically associated with such a committee within a reconstituted (in September 2023) Executive Appointments,
Remuneration and Nomination Committee.
Periodically the Board evaluates its performance, composition, size, diversity and mix of skills. The method of review
is determined by the chairperson annually and may include interviews, questionnaires and/or external review. The
Board is satisfied that it is operating well and that the performance processes we have used are both effective and
suited to the Company.
When a decision is made to recruit a new director, the Board identifies candidates with a mix of capabilities and
perspectives considered necessary for the Board to carry out its responsibilities effectively. The Board also considers
the skills of the existing Directors to ensure that the skills of the new director will complement and add to the
effectiveness of decision making. Appropriate pre-appointment checks are made on the background and suitability of
all Directors.
New Board members enter into a written agreement establishing the terms of their appointment. A director appointed
by the Board must stand for election at the next annual meeting. Listing Rule 2.7.1 requires Directors to stand for
re-election on the later of three years and the third annual shareholders’ meeting after their appointment. Retiring
Directors are eligible for re-election.
Directors undertake to attend appropriate education to remain current in how to best perform their duties as
Directors. Directors are encouraged to attend courses and maintain membership of relevant bodies, such as the
Institute of Directors.
Directors receive information independently from management in relation to specific issues relevant to AoFrio,
the markets in which the Company operates and to NZX listed companies generally. All Directors have access to
management for any additional information they consider necessary for informed decision making.
Director Independence
The independence of Directors is determined under the NZX Listing Rules and the NZX Code.
In considering whether a Director is independent, the Board has regard to the factors described in the NZX Code
that may impact Director independence (if applicable) and considers all the circumstances including the history of the
relationship between the Director and the Company and the Director’s tenure on the Board. In summary this means
that they are not (or associated in any way with) existing or former suppliers, customers or substantial shareholders
or recent former executives of AoFrio and they are free of any direct or indirect interests or relationships or length of
tenure (under the NZX Code, a period of 12 years or more is a factor that may affect independence) with AoFrio that
could reasonably interfere, or reasonably be seen to interfere, in a material way, with the independent exercise of their
judgement on issues before the Board and their acting in the best interests of AoFrio and representing the interests of
the holders of the Company’s financial products generally.
Directors must immediately disclose to the Company a change in the status of a Director’s independence.
The roles of Chairman and Chief Executive Officer are exercised by different persons. The Chairman is appointed by
the Board from amongst the independent Directors.
In discharging their respective duties, individual Directors may, with the prior approval of the Chairman, seek advice
from external professional advisors from time to time, with any costs being met by the Company.

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Indemnity and Insurance
In accordance with section 162 of the Companies Act and the Company’s Constitution, and to the extent permitted
by law, AoFrio has indemnified and arranged insurance for all current and former Directors and executive officers of
the Company and its subsidiary companies. The indemnity and insurance protect the Directors and executive officers
against liabilities that arise when they carry out their normal duties. The indemnity and insurance do not apply to
liabilities which cannot be insured or indemnified by law, or that relate to conduct involving a lack of good faith.
Principle 3 – Board committees
The Board has established four standing committees to guide and
assist them with overseeing certain aspects of corporate governance.
These committees are the Audit Committee, the Risk Committee,
the Technology and Innovation Committee and the Executive
Appointments, Remuneration and Nomination Committee. Each
Committee operates under a Board-approved charter that sets out
its delegations and responsibilities. These Committees play a crucial
part in the governance framework and review matters on behalf of the
Board, subject to the terms of each Committee’s charter. The Board
appoints the members of the Committees, and members are selected
on the basis of relevant skills and experience. Each Committee is empowered to seek any information it requires from
employees in pursuing its duties and to obtain independent legal or other professional advice. In practice, employees
only attend meetings of the Committees at the invitation of the relevant Committee.
Audit Committee
The Audit Committee operates under a charter approved by the Board and assists the Board in; overseeing the
quality and integrity of external financial reporting including the accuracy, completeness and timeliness of financial
statements; the appropriateness of accounting policies, areas of judgement, compliance with accounting standards,
stock exchange and legal requirements; and the business’s relationship with, and the independence of, the
external auditor.
The committee also approves any non-audit work carried out by the Company’s auditor and ensures that the lead
partner in the audit firm is rotated every five years.
The committee currently comprises three non-executive directors, all of whom independent and at least one of whom
has a financial or accounting background. The Chairman of the Committee is not also the Chairman of the Board.
The current members are John McMahon (Committee Chairman), Keith Oliver and Melissa Clark-Reynolds.
Executive Appointments, Remuneration and Nomination Committee
The Executive Appointments, Remuneration and Nomination Committee operates under a charter approved by the
Board and assists the Board in;
• Ensuring that there is a strong and effective management team.
• Ensuring that employees are appropriately compensated for their services to the Company and motivated to
perform to the best of their abilities.
• Ensuring that there are processes in place for selecting, evaluating and developing Board Directors and
the Board.
• Ensuring there are remuneration policies in place for executives and Board Directors; and
• Approving, overseeing and monitoring the Company’s ESG Social responsibilities including but not limited to
health, safety and wellbeing. Diversity, equity and inclusion, engagement and connection.
Specific responsibilities of the committee include:
• Recommending to the Board to appointment of the Chief Executive Officer.
• Approving the Chief Executive Officer’s terms and conditions of employment, including remuneration and
performance criteria and reviewing performance against those criteria.
• Maintaining an overview of senior executive’s appointments and the outcomes of the annual review process;
• Reviewing the Company-wide annual review of remuneration.
• Reviewing the remuneration framework for Directors and recommending any changes to remuneration to the
Board; and
• Recommend to the Board the appointment and re-election of Directors to the Board.
In carrying out its role, the committee operates independently of senior management of the Company and, where
appropriate, obtains independent advice on remuneration policy and packages.
The Committee must be comprised of at least two or more directors and at least a majority of independent directors.
The current members are independent directors Keith Oliver (Committee Chairman) and John McMahon.
Technology & Innovation Committee
The Technology & Innovation Committee operates for the primary purpose of overseeing and providing counsel on
matters of innovation and technology. It is chaired by John Scott.
Risk Committee
The Risk Committee operates for the primary purpose of taking reasonable steps to acquire and maintain up-to-date
knowledge of enterprise risk management. It is chaired by Greg Allan.
Other committees
From time-to-time the Board may establish a committee to assist in the management of a matter or project.
The Company has established protocols for dealing with a takeover should an offer be received.
Whilst not a committee of Board members, AoFrio has a Health and Safety Committee that meets monthly and reports
to the Board. The Company is strongly committed to maintaining a safe and healthy workplace and believes all
accidents are preventable. The committee is made up of a mix of senior management and staff from key operational
areas. The committee strives to; maintain and continually improve our health and safety systems; proactively identify
hazards and take all steps to eliminate or mitigate these; consult and actively promote participation in health and
safety matters throughout the Company.
The health and safety policy can be found at Investors – Governance - AoFrio Ltd.
Takeover Protocols
The Company has established protocols for dealing with a takeover should an offer be received.

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Principle 4 – Reporting and disclosure
The Board is committed to the promotion of investor confidence by
timely, balanced, accurate and meaningful reporting of financial and
non-financial information, including both positive and negative news. As
a listed company there is an imperative imperative to ensure the market
is informed and that the Company’s listed securities are being fairly
valued by the market.
Trading in shares
AoFrio has a detailed share trading policy which applies to all Directors
and employees. Under the Rules for Trading in AoFrio Securities no Director or employee may use confidential
non-public price sensitive information in his or her position to engage in securities trading for personal benefit or to
provide benefit to any third party. Short-term trading in AoFrio shares and buying or selling (while in possession of
non-public price-sensitive information) is strictly prohibited.
Given the small size of the Company, all Directors and employees must obtain consent to trade in AoFrio securities
prior to trading. All members of the Board need to consent to the application. Once these consents have been
received the Chair of the AoFrio Board or (where the Chair is unavailable) the Chair of the Board’s Audit Committee,
will approve or decline the application. The Company monitors trading and reports share movements to the Board at
every meeting.
The integrity of the Company’s financial reporting and disclosures is supported through a number of mechanisms,
including:
Continuous disclosure
The Board seeks to promote investor confidence by ensuring that dealing in its securities take place in an efficient,
competitive and informed market. The Company strives to ensure that all investors have equal and timely access to
market sensitive information. The Company considers that evenly balanced disclosure (during good times and bad)
is fundamental to building shareholder value and earning the trust of staff, customers, suppliers, communities
and shareholders.
The Company has a Board-approved Group Market Disclosure Policy (available on the Company’s Website) and
established disclosure procedures, which aim to ensure Directors and staff are aware of and fulfil the Company’s
disclosure obligations in accordance with best practice and the NZX Listing Rules.
The Board has delegated responsibility for the day-to-day oversight of the Company’s continuous disclosure
obligations to a Disclosure Committee comprising the Chairman of the Board, the Chief Executive Officer and the
Chief Financial Officer. In addition, the Group Market Disclosure Policy requires Directors and management to
regularly consider if there is any information that may require disclosure, and there is a standing agenda item at Board
meetings regarding continuous disclosure. All market disclosures are made to the NZX and are available on the
Company’s Website.
The Board promptly reviews and approves material announcements and specifically considers with management
at each Board meeting whether there are any issues which might require disclosure to the market under the NZX
continuous disclosure requirements.
The Company operates an Investor website which is designed to provide relevant public information to all Investors.
For further details on how the Company engages with its shareholders and investors, refer to the Group Market
Disclosure Policy which is available on the Company’s Website.
Financial Reporting
The Board has overall responsibility for ensuring the integrity of the Company’s reporting to shareholders, including
for financial statements that comply with generally accepted accounting practice. The Audit Committee assists the
Board to fulfil its responsibilities in this area. The Committee makes enquiries of management and the external
auditors (including requiring management representations) so that the Company can be satisfied as to the validity and
accuracy of all aspects of AoFrio’s financial reporting.
The Company’s financial results are reported in its Annual Report in accordance with New Zealand Equivalents to
International Financial Reporting Standards and International Financial Reporting Standards (IFRS). The Annual
Report includes detailed financial commentary and notes to the financial statements which also explain any changes
to financial reporting.
The Board receives formal assurances from the Chief Executive Officer and Chief Financial Officer that the annual
financial statements for the group present fairly, in all material respects, the financial position of the AoFrio Group at 31
December and the financial performance and cash flows for the financial year, and that they comply with IFRS.
AoFrio strives to improve the clarity and readability of its financial statements, while continuing to comply with all the
requirements of the financial reporting standards including the Companies Act 1993, the Financial Markets Conduct
Act 2013, and the NZX Listing Rules.
The Company ensures that financial information reported in investor materials for road shows, Company overviews
and other documents is portrayed in an accurate, fair, and understandable format, and is disclosed to the NZX in
accordance with the Company’s Group Market Disclosure Policy.
Climate Reporting
The Company’s climate-related disclosure statement required by Part 7A of the Financial Markets Conduct Act 2013
is prepared annually, with the first disclosure statement made for the FY23 year. The climate-related disclosure
statement includes commentary around the areas of climate governance, strategy, risk management, and targets. The
climate-related disclosure statement also provides key metrics for the Company.
The Company seeks to ensure that its climate information is presented in a manner that achieves fair presentation
and contains relevant and unobscured information.

The Board is ultimately accountable for the oversight of climate-related risks and opportunities and approving the
Company’s climate-related disclosure statement.
The most recent climate-related disclosure statement is available on the Company’s Website.
Non-Financial Reporting
The Company provides non-financial disclosures at least annually, including on environmental, social and governance
(ESG) practices and performance, in its Annual Report.
Balanced Disclosures
The Company’s aim is that its reporting is balanced, clear and objective and includes consideration of material
environmental, economic and social factors and explains how operational and non-financial objectives are measured.
The Company discloses its Code of Conduct, its Board and Committee Charters and certain key governance
documents and policies on the Company’s Website.

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AoFrio LtdAnnual Report 2023
Information for investors
The Company’s Website includes the Company’s reports, investor communications, audio and video releases and
the governance policies and Charters referred to in this document. The Annual and Interim Reports are available in
electronic and hard copy format.
Principle 5 – Remuneration
The Executive Appointment and Remuneration Committee is
responsible for ensuring directors and executives receive the
appropriate rewards to support AoFrio in achieving its commercial and
stakeholder goals. The Executive Appointment and Remuneration
Committee has a formal charter. Its membership and role are set out
under Principle 3 above.
Approach to Remuneration
The Company’s remuneration strategy aims to attract, motivate
and retain talented employees at all levels of the Company and seeks to align the interests of its shareholders and
employees, whilst driving performance and growth in shareholder value and return. This strategy is supported by a
performance-based remuneration system that, among other things, seeks to align individual employee objectives with
the Company’s strategic and business goals.

The Executive Appointments, Remuneration and Nomination Committee is responsible for ensuring Directors and
executives receive the appropriate rewards to support AoFrio in achieving its commercial and stakeholder goals. The
Committee has a formal charter. Its membership and role are set out under Principle 3 above.
Director remuneration
Directors’ fees are intended to be aligned with other organisations of similar scale and complexity. Directors’ fees
are currently set at a maximum aggregate cap of $400,000 per annum. This was approved by shareholders at the
2019 Annual Meeting. Directors’ fees paid in the 2023 financial year amounted to $316,000 due to the small size of
the Board. Full disclosure of director remuneration is set out on page 64. Other than as disclosed here, no director
is entitled to any other remuneration or retirement benefits from AoFrio. Directors are entitled to be reimbursed for
reasonable travel, accommodation and other expenses incurred by them in connection with their attendance at Board
or shareholder meetings or otherwise in connection with AoFrio business.
The Executive Appointments, Remuneration and Nomination Committee conducts a regular review of directors’
fees, to determine whether the level of fees paid to the Company’s chairperson and other non-executive directors is
aligned with other organisations of similar scale, scope and complexity. Fees are normally subject to an overall cap,
approved by the shareholders. At the 2022 Annual Meeting, shareholders approved increases to fees paid to directors
but within the $400,000 aggregate cap. The next review is scheduled for the 2025 Annual Shareholders Meeting. Any
increases in fees paid to directors must be authorised by the Board and be within the above aggregate cap approved
by shareholders.
Executive Remuneration Policy
AoFrio’s approach is to pay a base salary and a performance-based bonus that includes a short-term and a long-term
incentive component. This ensures executive motivation is aligned with the goals of the Company in the short and
long term.
As stated above, the Company recognises our people are critical to our business and its growth strategies. AoFrio’s
remuneration strategy is to pay executives a remuneration that is fair and reasonable in a competitive market for
the skills, knowledge and experience required by the Company. Salaries are determined for their current position
in the market using relevant and up to date market benchmark data and an individual’s performance and are
reviewed annually. Many of our employees are based outside of New Zealand and remuneration varies by location in
accordance with the local market.
Chief Executive’s Remuneration
The following tables sets out the payments made to the CEO during FY2022.
Greg Balla – CEO
Fixed remuneration$485,437
Employer contributions to KiwiSaver$10,922
Total remuneration$496,359
Greg Balla does not participate in the Company’s STI programme. He has been issued 12,930,000 share options
representing 2.99% of the Company’s ordinary shares at the time of issue. Provided he is a full-time employee at that
date, 8.62 million options shall vest on 1 October 2024 and may be exercised within 18 months following 1 October
2024 at an exercise price of 9.1 cents per share. Provided he is a full-time employee on 1 October 2025, a further 4.31
million options shall vest on 1 October 2025 and may be exercised within 18 months of that date at an exercise price
of 11.5 cents per share.
Principle 6 – Risk management
AoFrio is a global, complex business that is exposed to a range of
strategic, financial and operational risks. Risk management is
ingrained in AoFrio’ strategic and operational activities and is a priority
for the Board.
As discussed above, the Board has established a Risk Committee
to assist the Board with its oversight, monitoring and review of risk.
Bi-annually there is a review of the entire risk landscape to establish
a forward-looking perspective on business risks, both financial and non-financial, in both the internal and external
environment. The committees provide a forum for discussion of risk, including the Board’s appetite for risk, with the
Chief Executive Officer and management. The Chief Executive Officer and senior management team are required to
regularly identify the major risks affecting the business and to develop strategies to mitigate these risks. Significant
risks are discussed at each Board meeting, or as required.
The Company maintains insurance policies that it considers adequate to meet the insurable risks of the Group.
Exposure to any foreign exchange risk is managed in accordance with policies laid down by the Board.
Safety and Wellness
The health, safety and wellbeing of our people (employees, contractors, customers and members of the public whom
we interact with) is paramount.

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AoFrio LtdAnnual Report 2023
Management’s Health and Safety Committee meets monthly and reports to the Board on health, safety and wellbeing
matters. Minutes of the Health and Safety Committee are a priority agenda item at all Board meetings and specific
reviews are sought as required. The committee continuously reviews health and safety risks and systems used
to identify and manage those risks, ensuring they are fit for purpose, are being effectively implemented, regularly
reviewed and improved. The frequency of incidents has been low and no Accident Compensation claims involving
the Company have been recorded for several years. The Board undertakes ongoing health and safety education and
regularly visits key operational sites.
Principle 7 – Auditors
The Audit Committee has oversight responsibility for the Company’s
external audit arrangements and the Board appoints the external
auditor.
The NZX Listing Rules require rotation of the lead audit partner at
least every five years and this requirement is reflected in the Audit
Committee’s Charter, available on the Company’s Website.
The Company has adopted a policy, set out in the Audit Committee’s
Charter, to ensure that audit independence is maintained, both in fact and appearance, so that AoFrio’ external
financial reporting is both reliable and credible. The Committee must pre-approve and monitor all audit-related
services and non-audit services to be provided by the Company’s audit firm to ensure that these services comply with
the requirements of Professional & Ethical Standards 1, Code of Ethics for Assurance Practitioners in maintaining the
independence of the external auditors. The external auditor must monitor its independence and report to the Board
that it has remained independent.
To ensure full and frank dialogue between the Audit Committee and the auditor, the auditor’s senior representatives
meet separately with the Committee (without management present) at least twice a year, including immediately before
finalisation and release of the Company’s half-year and full-year financial results to the market.
Representatives of the Company’s external auditor, Deloitte, are invited to attend the annual shareholders meeting
where they are available to answer shareholders’ questions relevant to the audit.
For a copy of the Company’s most recent audit report, relating to the last financial year, refer to the Annual Report
available at www.aofrio.com/investors.
The Audit Committee also has oversight responsibility for the Company’s climate-related assurance requirements.
Internal Audit
The Audit Committee has oversight of the internal audit function. Due to its small size, the Company does not have
an internal audit function as is recommended by the NZX Code. As discussed above, the Chief Executive Officer is
accountable for all operational and compliance risks across the Company’s operations and businesses. The Chief
Executive Officer has management accountability for the effective control, implementation and improvement of internal
systems and controls.
Principle 8 – Shareholder rights and relations
The Board’s policy is to ensure, in an open and transparent manner,
that shareholders are informed of all major and strategic developments
affecting the Company.
We provide information about who we are, including our governance
policies, on our website for investors to access at any time.
The Company releases all material information via the NZX in
accordance with its continuous disclosure requirements. All major
disclosures are also posted on the Company’s website on a timely basis.

The Company provides a printed copy of its annual report to shareholders who have elected to receive a printed copy.
The Annual Report is available on the Company’s website in accordance with the requirements of the NZ Companies
Act 1993.
The Company’s share register is managed and maintained by Computershare. Shareholders can access
their shareholding details or make enquiries about their current shareholding interests online or by contacting
Computershare by mail or by telephone.
Company Website and Material
The Company’s Website is used actively to complement the official release of material information to the market,
enabling broader access to Company information by investors and stakeholders. The Company’s Website has copies
of all presentations, media releases and reports.
Electronic Communications
The Company seeks to continually improve its online and electronic communications and improve the functionality
of its website. The Company encourages shareholders to provide email addresses to enable the receipt of
shareholder communications by electronic means, and the option to receive the Annual Report in electronic format.
As at 31 December 2023, approximately 71% percent of AoFrio’ shareholders and investors had elected to receive
communications electronically from the Company’s registrar, Computershare Investor Services Limited.
Shareholder Voting Rights
In accordance with the Companies Act 1993, the Company’s Constitution and the NZX Listing Rules, the Company
refers the election of Directors and major decisions that may change the nature of the Company to shareholders
for approval. Voting at shareholder meetings is based on one share, one vote and voting is conducted by poll.
Shareholders may lodge postal votes and appoint a proxy to vote on their behalf at the meeting. Voting outcomes are
announced to the market in accordance with the NZX Listing Rules.
Capital Raisings
If the Company seeks additional equity capital, the Board will ensure it considers the interests of existing shareholders
and, where that is reasonable and in the best interests of the Company, permit shareholders to participate on a
pro-rata basis.
Annual Shareholders’ Meetings
Details of the Company’s Annual Shareholders Meetings are made available on the Company’s Website. The
Company targets having its notices of the annual meeting available on the Company’s Website at least 20 working
days prior to the meeting.

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Contacts
AoFrio offices
New Zealand (Head office)
AoFrio Ltd
78 Apollo Drive
Rosedale, Auckland 0632
New Zealand
Postal Address
P.O. Box 302 – 533
North Harbour
Auckland 0751, New Zealand
Ph: 64-9-477 4500
Mexico
Wellington Latin America Services SA de CV
San Serafin No. 4
Residencial San Gil
San Juan del Rio, Qro,
Mexico 76815
PO Box 57
San Juan del Rio
Querétaro
Mexico 76800
Ph: +52 427 167 3857
Brazil
Wellington Drive Technologies (Brazil)
Rua Xamim, 370 - Iririu
Joinville, SC
Brazil 89227917-315
Ph: +55 47 3028 3858
Turkey
Wellington Motor Teknolojileri San Tic Ltd. Sti.
Fatih Sultan Mehmet Mah.
Poligon Cad. No: 8C
Buyaka Kule 3 Kat:11 Daire:70
Tepeüstü 34771 Umraniye – Istanbul
Ph: +90 0 (216) 420 12 02
Fax: +90 0 (216) 420 12 05
Phone/fax
Ph: 64-9-477 4500
Fax: 64-9-479 5540
Internet and social media
Website: www.aofrio.com
Email: info@aofrio.com
LinkedIn
Twitter
Address and registered office
21 Arrenway Drive
Rosedale, Auckland 0632, New Zealand
PO Box 302-533, North Harbour,
Auckland 0751, New Zealand
Auditor
Deloitte Limited
80 Queen Street, Auckland CBD, Auckland 1010
Banker
Bank of New Zealand
Share registry
Computershare Investor Services Ltd,
Private Bag 92119, Auckland 1142,
New Zealand
The Board encourages active participation by shareholders at the meetings and shareholders may present questions
during the meeting. Consistent with best practice, the external auditor is available to answer questions from
shareholders at the Annual Shareholders Meetings and in attendance are the Company’s legal advisers and share
registry provider.
The Annual Shareholder Meeting presentation materials are made available on the Company’s Website.
The materials provided to shareholders prior to the meeting describe the arrangements for the meeting, the timing for
the return of voting and proxy forms and how shareholders can propose questions and vote at the meeting. Notices
of meeting sent to shareholders describe how shareholders can send questions in advance of the meeting which are
then addressed at the meeting.
The Company’s 2023 Annual Shareholders Meeting was held on a hybrid basis, with shareholders participating in
the meeting either in person or via an online service through an internet connection established by Computershare
using a computer, laptop, tablet or smartphone. The Company intends to continue to provide this online capability to
shareholders in conjunction with physical meetings.
Differences in Practice to NZX Code
Under the NZX Listing Rules, the Company is required to disclose the extent to which its corporate governance
practices materially differ from the above principles set out in the NZX Code. The Board-approved differences relating
to the period up to the date of this Corporate Governance Statement are described below.
The Company has not published standalone remuneration policies for its Directors and executives because it
publishes details of its remuneration policies for Directors and executives in AoFrio’s Corporate Governance
Statements and Annual Reports, which are available on the Company’s Website. The disclosures outline the relative
weightings of remuneration components and relevant performance criteria.
As stated above, given the size of the Company, we have not established a separate Nomination Committee to deal
with Director nominations, as recommended under the NZX Corporate Governance Code, but in September 2023 we
combined the functions typically associated with such a committee within a reconstituted Executive Appointments,
Remuneration and Nomination Committee.
Recognising the small size of the Company, we have not previously published diversity targets, as recommended
by the NZX Code. However, the Company’s Diversity and Inclusion Policy adopted by the Board in September 2023
provides for the Company to track diversity, equity and inclusion statistics and report on them in our Annual Report
as appropriate. See the latest Annual Report for details of targets and performance against those targets in the 2023
financial year.
Due to its small size, the Company does not have a formal internal audit resource as is recommended by the
NZX Code.

86
Annual Report 2023
www.aofrio.com
AoFrio
Annual Report
2023

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29 February 2024
Market Announcement
For immediate release
AoFrio releases FY23 audited results and FY24 guidance
AoFrio (AOF) has today released its audited results for the year ending 31 December 2023. The
report includes financial statements for the period and comprehensive commentary on the FY23
summary and financial performance; Environmental, Social and Governance (ESG); and FY24 outlook
and guidance.
The FY23 result was significantly impacted by challenging macroeconomic conditions, as well as
customers holding excess inventory purchased in FY22 to protect against supply chain disruption that
took longer to work down than forecast and saw H2 results show a significant improvement over H1.
With revenue running below expectations, AOF constrained its FY23 growth plans by tightly
managing costs and cash.
This cost control limited progress on the development of new products, which slowed entry into new
markets and verticals. However, clear progress was made developing new products, including ECR 2
26W, Network Pro ONE and AoFrio Inside, which enables further cooler energy savings.
Significant effort by the AOF team to reduce working capital throughout FY23 enabled the Company
to maintain its cash position, while internally funding operating activities and progressing selected
growth initiatives.
Despite lower volumes shipped, AOF maintained its IoT market share and secured significant recent
market share wins.

Revenue for FY23 was $66.6m, 10.5% below FY22. The gross margin improved from 27.7% to 30.0%
through reduced costs and pricing increases implemented late in FY22. Earnings before interest, tax,
depreciation, and amortisation (EBITDA) was $1.0m in FY23 compared to $1.6m in FY22. The pre-tax
result was a loss of $3.3m compared to a pre-tax loss of $1.2m in FY22. The increased loss was the
result of lower EBITDA earnings, higher depreciation and amortisation charges, and increased
finance costs. The net operating cash flow was $3.8m, an $8.3m improvement compared to FY22.
AOF expects FY24 to show positive momentum with new solutions coming to market. AOF expects a
modest recovery in its base business as the customer inventory overstocking that impacted FY23
appears to have worked off, resulting in a return to more normal order patterns.

Revenue in FY24 is expected in the range $70m to $80m, a 13% increase over FY23 at the midpoint
of the range. AOF’s EBITDA guidance for FY24 is targeting around $2.5m. Macroeconomic conditions
may impact this guidance, including the NZ$ / US$ cross rate which averaged 0.613 in FY23. AOF
continues to manage its investment in growth (mainly additional staff) to align with trading
conditions and expects to be able to continue expanding through internally generated cash.
AOF is holding an Investor briefing on Monday 4
th
March 2024 at 10.30am to update investors on the
new initiatives expected to contribute to revenue growth in 2024 and beyond. To attend, please
follow this link at 10.30am on 4
th
March Join Event Here or alternatively email investor-
relations@aofrio.com and a meeting invite will be sent to you.
Thank you to the AoFrio team and our shareholders as we continue our commitment to delivering
the AoFrio strategy.







*EBITDA (i.e., Earnings before interest, taxation, depreciation, amortisation, and impairment) is a non-
GAAP earnings figure that equity analysts tend to focus on for comparable company performance
analysis. AoFrio considers it a valuable financial indicator because it avoids the distortions caused by
differences in amortisation and impairment policies. Contacts

Greg Balla Howard Milliner
Chief Executive Officer Chief Financial Officer
Phone + 64 21 938 601 Phone +64 27 587 0455

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Template
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 17 October 2019


Results for announcement to the market
Name of issuer AoFrio Limited
Reporting Period 12 months to 31 December 2023
Previous Reporting Period 12 months to 31 December 2022
Currency New Zealand Dollar
Amount (000s) Percentage change
Revenue from continuing
operations
$66,552 -10.5%
Total Revenue $66,552 -10.5%
Net profit/(loss) from
continuing operations
($3,534) n/a
Total net profit/(loss) ($3,534) n/a
Interim/Final Dividend
Amount per Quoted Equity
Security
No dividend will be paid
Imputed amount per Quoted
Equity Security
n/a
Record Date n/a
Dividend Payment Date n/a
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.013 $0.025
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
NTA is calculated to exclude Intangible Assets but include
Deferred Tax.
Authority for this announcement
Name of person

authorised
to make this announcement
Howard Milliner
Contact person for this
announcement
Howard Milliner
Contact phone number 0275870455
Contact email address Howard.Milliner@aofrio.com
Date of release through MAP

29/02/2024

Audited financial statements accompany this announcement.