AOF Annual Report Release
A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New
Zealand
P: + 64 9 477 4500 E: info@aofrio.com
® is a registered Trademark of AoFrio Ltd.
27 February 2026
Market Announcement
For immediate Release
AoFrio announces results for 2025, delivers record revenue
FY25 performance highlights:
• Revenue: $83.2 million, +4% year on year
• EBITDA: $3.5 million, +40% lift year on year
• Gross margin: 31.7%, +2pp year on year
• 3.2 million connected devices, up +22% year on year
• New AoFrio iQ SaaS platform launched to 10 pilot customers in the Cold Drink Equipment industry
• New cellular controller launched, SCS 800, to compete in the cellular IoT US and European markets
• First Food Retail customer secured as part of our expansion strategy
Auckland, 27 February 2026 - AoFrio, the global leader in hardware-enabled SaaS solutions for the
commercial refrigeration industry, today released its audited results to the market for the financial year
ending 31 December 2025. The company reported record revenue at $83.2 million, an increase of +4% year
on year. EBITDA was $3.5 million, up from $2.5 million.
“Headwinds from US tariffs softened motor demand in Q4-25 which saw revenue lower than guidance at
$83.2 million,” says AoFrio Chair John Scott.
“Despite this, significant progress was made across strategic growth areas, with cellular solutions launched
to capture demand in the US and Europe, and first trials of the new iQ SaaS solution underway for early
adopter customers,” Scott continued.
Financial Performance
The Internet of Things (IoT) segment delivered revenue of $47.1 million, up +9% on the previous year.
Motors delivered revenue of $36.1 million, consistent with FY24. Gross margin was 31.7%, lifting from
29.1%. In FY25, the company invoiced $4.8 million of recurring revenue for cloud and software services,
recognising $3.2 million.
Growth in the APAC region was a highlight, with revenue lifting +24% thanks to significant motor orders. The
company also secured its first Food Retail customer in the region.
North American revenue grew +8%, bolstered by the continued supply of motors to water heater
manufacturers.
Commented [AM1]: There are a few different
approaches to how “million” is used. I’ll send a link to
the Communication Guidelines for alignment
AO303
A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New
Zealand
P: + 64 9 477 4500 E: info@aofrio.com
® is a registered Trademark of AoFrio Ltd.
South American revenue dropped -12% as the Cold Drink Equipment market returned to its historical
trajectory. Aggressive competitor pricing and lower demand for motors led to EMEA revenue dipping by -9%.
Cash on 31 December 2025 was $1.3 million. Net debt rose to $8.2 million, as working capital came under
pressure from customers with longer payment terms and extended shipping times. Trade receivables
increased slightly, while inventory dropped by -$2.0 million. The company says new customer trade‑financing
arrangements expected in 2026 should improve cash flow.
Strategic Products Launched to Position for Growth
In FY25, the company executed several of its strategic initiatives, designed to help the business protect
market share and win new business in the Cold Drink Equipment segment.
AoFrio CEO Greg Balla says “This has been an active and pivotal year for AoFrio. Our team successfully
launched strategic new SaaS and IoT solutions to accelerate our vision of connecting our customers’ entire
cooler fleets.”
“In FY25, we released our SCS 800 cellular connected controller for certification and early customer testing.
This solution, together with AoFrio iQ, our modernised SaaS platform, meets major brand requirements for
always-on connectivity, real-time insight, and remote fleet management. This is extending the value we can
deliver, as well as our serviceable market, especially in the US and Europe.”
To defend hardware market share and margins on Motors and Fans, the business applied strategic pricing,
targeted cost‑reduction initiatives, and expanded into new solution applications.
A strategy to expand into the adjacent Food Retail segment has also been well received by customers.
“While our development focus has been centred around our core Cold Drinks Equipment business, early
adopter customers are currently trialling our SaaS solution in supermarket and convenience store settings,
and we’ve taken our first customer order in this segment.”
Balla says the business has been focused on partnering closely with customers throughout the development
process.
“Customers are critical to our success, and this year we were incredibly pleased to see our NPS score lift to
+62. This is testament to our strong focus on in-region support, driven by our passionate teams and strong
track record of delivery.
Commented [AM2]: Is there some text missing here?
AO303
A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New
Zealand
P: + 64 9 477 4500 E: info@aofrio.com
® is a registered Trademark of AoFrio Ltd.
Transformation, People and ESG
In FY25, management undertook a comprehensive program of work to position the organisation for scale,
including ramping up AI adoption, embedding Lean and Agile practices into development workflows, and
initiatives to bolster culture.
The company’s employee engagement score was 72%, above the company average in New Zealand.
Sustainability remains a core focus for the business. In FY25, AoFrio maintained its EcoVadis certification,
and introduced a Sustainable Supplier Policy to embed clearer environmental and ethical standard
requirements across new supplier relationships. Balla says: “Minimising our carbon footprint is vital not only
for the welfare of our stakeholders but also for achieving genuine success in our business endeavours, as
sustainability is an area of great importance to our customers.”
Outlook
At the Investor Day in December 2025, AoFrio set out two future options for growth; one funded from its own
operating cash flows, to grow revenue at a +10% CAGR, and one aspirational path with additional capital to
grow revenue at a +25% CAGR. The aspirational target sees revenue triple over the next five years to reach
$300 million by FY30, achieved through an expansion of AoFrio’s smart refrigeration solutions into new
territories and the diversification of into adjacent markets. Under this scenario, EBITDA* is targeted to reach
$50 million in FY30. Several of the Company’s shareholders have indicated support for the higher growth
strategy. The Board is continuing to investigate options for capital to support the higher-growth strategy.
Balla says there are opportunities in FY26 to deliver revenue growth.
“SCS800 is undergoing final testing and certification, ahead of the planned commercial release in May.
Feedback from customers suggests adoption of this new cellular technology in our strategic Latin American
market will be more rapid than initially expected, which is encouraging.”
AoFrio’s modernised SaaS platform iQ is also being trialled by early-adopter customers. The company
expects to have the base solution available commercially in Q3-26. At the close of FY25, new sizes for fan
packs were also launched. Challenges anticipated in 2026 include the ongoing impact of USA tariffs on
motor volumes, with a major customer indicating plans to onshore their supply over AoFrio’s Vietnam
supplied ECR 2 motors. The expected strengthening of the NZD against the USD adversely impacts
reported revenues and profit. AoFrio’s FY26 expectations are based on a 0.606 NZD / USD exchange rate.
Scott says: “With major progress made towards enhancing our software platform and always-on cellular IoT
offering in 2025, AoFrio is well placed to win further business from FY26.”
“Given the impacts of trade and currency volatility, providing a guidance range is challenging. However, we
are expecting an improvement in revenue and EBITDA in FY26 over FY25 and we will update our outlook as
the year progresses.”
AO303
A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New
Zealand
P: + 64 9 477 4500 E: info@aofrio.com
® is a registered Trademark of AoFrio Ltd.
ENDS
AoFrio’s Annual Report for FY25 is available here: https://www.aofrio.com/investors/financial-results-
and-reports/
A webinar will be held on Friday, the 27
th
February 2026 at 11am, with Chair John Scott and CEO Greg Balla
presenting the results. The webinar will be recorded, and a video will be available after the session here.
For investor enquiries, please contact Greg Balla, CEO.
investor-relations@aofrio.com
For media enquiries, please contact Sally Rooney, Corporate Communications Manager.
Sally.rooney@aofrio.com
+64272767785
About AoFrio
AoFrio (NZX: AOF) is a New Zealand based, hardware-enabled SaaS company powering the digital and AI
transformation of the commercial refrigeration industry. Our cloud-based platform connects millions of
refrigeration assets, providing real-time data on cooler location, operation, sustainability and sales,
empowering beverage, food and retail brands to make better decisions. Customers like Coca-Cola, Pepsi
and Heineken rely on us to monitor and manage their remote cooler fleets, while unlocking insights into their
commercial performance and energy efficiency.
By combining deep industry expertise with a collaborative approach, we work alongside our customers to
optimise performance today, explore smarter and more sustainable solutions for tomorrow, and grow long-
term value together.
*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
---
1
Annual Report 2025
AoFrio
Annual Report
2025
2
Results at
a glance
AoFrio Ltd
$83.2million
$3.5million
72%
Revenue
EBITDA
Average staff engagement score
Revenue up 4.4%
EBITDA up $1m
31.7%
+62
3.0
million
Gross margin
Net Promoter Score (NPS)
App Utilisation
Gross margin up 2.6pp
NPS up 9 points
Up 31%
3
Annual Report 2025
Chair and CEO review
FY25: Record revenue and earnings
Statutory information
04
04
74
16
AoFrio board
22
20
AoFrio executive
32
Sustainability report
95
Financial statements
Contacts
Segment and SaaS-based reporting
Strategy
Outlook for FY26
Corporate Governance Statement
07
08
14
81
04
78
Financial performance
Shareholder information
Table of
Contents
4
AoFrio Ltd
FY25: Record revenue and earnings
We are pleased to provide our annual report that shows FY25 was another
year of successful execution for AoFrio, despite macroeconomic headwinds
following trade uncertainty with the announcement in April 2025 by the US
President of Reciprocal Tariffs.
Revenue for FY25 was $83.2 million, an increase of 4.4% year on year.
FY25 EBITDA was consistent with guidance at $3.5 million, up from $2.5
million in FY24.
During the year, our team successfully launched two major new products
to support our growth strategy in the Cold Drink Equipment (CDE) market
segment for FY26 and beyond, launched two new solutions to support our
Motors and Fans business, and closed our first deal in the Food Retail
market segment.
In December 2025, AoFrio presented two growth strategy options to investors.
The first option was based on using free cash flow generated from ongoing
business to support steady growth. The second, and preferred option,
outlined an accelerated growth trajectory that would require additional capital
investment. The Board and management are continuing to explore options to
support the second option.
Financial performance
In September 2025, AoFrio updated market guidance for the full year. The
revised expectation was for revenue around $86 million and EBITDA around
$3.5 million.
We are now reporting full-year revenue of $83.2 million, up 4.4% on FY24. This
is lower than guidance due to reduced US motor demand in Q4-25, the result
of tariffs on USA imports.
Revenue and margin performance are direct results of the implementation
of our strategy as well as our focus on execution, partially offset by tariff
uncertainties that affected some customer buying. The Internet of Things
(IoT) segment delivered revenue of $47.1 million, up 8.9% on FY24 at a
42.5% gross margin. Our Motors segment delivered revenue of $36.1 million,
consistent with FY24, at a 17.7% gross margin.
Chair and CEO review
John Scott
Chairman
Chief Executive Officer
Greg Balla
5
Annual Report 2025
We are focused on delivering our longer-term strategic goal of growing revenue at an annual rate of 20% per annum
with 50% of the revenue recurring.
Metric (NZ$m)FY25FY24Variance
Revenue83.279.7 + 3.5
IoT 47.143.3 + 3.8
Motors36.136.4 - 0.3
Gross Margin %31.7%29.1% + 2.6pp
EBITDA3.52.5 + 1.0
Loss before tax(2.0)(1.9) -0.1
Loss for year (2.1)(1.9) -0.2
Net operating cash flow3.85.8 -2.0
Revenue
We made significant progress on key strategic initiatives in FY25, which although not yet reflected in revenue growth,
is expected to increasingly contribute in FY26 and beyond.
In FY25, AoFrio shipped 661,000 IoT devices (FY24: 671,000) and 934,000 motors (FY24: 963,000).
AoFrio invoiced $4.8 million for cloud data connection and software development charges in FY25 compared to $5.3
million in FY24. This revenue is multi-year and is recognised in the Income Statement over the duration of the data
contract. At 31 December 2025, $17.8 million of revenue was deferred for recognition in subsequent periods (FY24:
$16.5 million).
North American year-on-year revenue growth was 8.2%. Highlights were:
▪Launching IoT in the USA; In FY25, we supplied 5,000 bundled solutions (SCS and Gateway), generating
invoiced revenue of $0.9 million. The launch of AoFrio’s always-on connected device in 2026 provides potential to
significantly grow IoT revenue in the region.
▪ECR
®
2 motors into water heaters in the USA; AoFrio has continued to supply our ECR 2 motor to a major USA
manufacturer of water heaters. Revenue in FY25 was $4.7 million (FY24: $4.9 million).
▪ECR 2 motors to our largest USA motor customer increased from 230,000 in FY24 to 288,000 in FY25.
6
AoFrio Ltd
South American revenue, at $11.9 million, was 12.5%
lower than FY24 reflecting reduced CDE demand in
the region.
APAC revenue for the year increased by 23.6%.
Highlights were:
▪ Securing the first customer for our Food Retail
market segment.
▪ Securing first significant orders for our ECR 2 26W
motor.
▪Winning a new CDE customer in the region for our
ECR 2 motor.
EMEA revenue at $5.8 million was 8.8% lower than
FY24 due to lower demand for motors and aggressive
competitor pricing.
Gross margin
FY25 gross margin was higher at 31.7%, compared
to 29.1% last year. The margin for IoT products was
42.5%, up from 40.7% in FY24, and 17.7% for motors,
compared to 15.4% last year.
Other income
We received a $0.8 million Research and Development
Tax Incentive payment in FY25 in respect of research
and development expenditure incurred in FY24 (FY24
$0.5 million for FY23 expenditure incurred).
Operating expenses
Operating expenses for the year totalled $23.6 million,
reflecting an increase of $2.3 million compared to the
prior year.
Staff costs (including contractors) of $24.8 million
(pre-capitalised development) increased by $3.7
million. New roles were recruited in FY25 to support the
business growth plan; not as many as originally planned
because spending and investments are being carefully
managed within the capability to internally self-fund our
growth plan.
Capitalised development time increased to $7.3 million
from $4.9 million in FY24. The increase reflects our
focus on new product development to progress AoFrio’s
strategies of protecting and growing the CDE market
and diversification into new markets. These initiatives
include completing developments of a new connected
controller (SCS 800) and motor fan pack range (ECF 2)
and launching the initial version of AoFrio iQ. AoFrio iQ
is the company’s Software as a Service (SaaS) product
that transforms coolers into connected, intelligent
assets, providing visibility, control, and insights to drive
performance, reduce costs, and unlock new value across
our customers’ entire fleet of bottle coolers.
Finance costs
Finance costs increased $0.3 million compared to
FY24, due to increased bank borrowings and extended
7
Annual Report 2025
payment terms made available by AoFrio’s contract manufacturer,
East West, to allow AoFrio to manage working capital increases.
Working capital
Cash at 31 December 2025 was $1.3 million compared to $2.1 million
at 31 December 2024. Net debt increased from $2.5 million at 31
December 2024 to $8.2 million at 31 December 2025.
There was pressure on working capital due to changes in customer
mix (increased sales to customers with longer payment terms and
requiring local delivery) and higher inventory (longer shipping times).
Some customers have arranged trade financing, which will be
available in 2026 and will assist cash flow. Trade receivables were
$1.1 million higher than 2024. Inventory was $2.0 million lower than
2024 reflecting initiatives to reduce inventory holdings.
Trade payables at 31 December 2025 were $19.0 million, a $0.5
million decrease compared to 2024.
Segment and SaaS-based reporting
Alongside reporting for our traditional segments, we are providing
SaaS metrics appropriate for AoFrio. We will continue to align our
reporting to our strategy as it develops.
Rule of 40
The Rule of 40 is a financial metric used in the SaaS industry
to assess a company’s performance. It states that the sum of a
company’s annual revenue growth rate and EBITDA margin should
equal or exceed 40. Looking at all our segments, revenue growth in
FY25 was 4.4% and EBITDA was 4.2% of revenue, which calculates
to a metric of 8.6. This calculation includes the Motors and Fans
segment. If the calculation excludes Motors and Fans, which are not
part of our SaaS offering, then revenue growth in FY25 was 8.9%
and EBITDA (after deduction of a pro-rata share of unallocated
overheads) was 11.7%, resulting in a metric of 20.6. AoFrio presented
its aspirational growth strategy to investors in December 2025, which
showed the path to achieving the metric.
APAC
revenue
increase
23.6%
8
AoFrio Ltd
Recurring revenue
Associated with the supply of IoT hardware, AoFrio provides a range of data
and reporting services, installed on every AoFrio SCS and AoFrio Monitor sold.
Revenue from the provision of such services is recognised typically over a period
from one to ten years. In FY25 we invoiced $4.8 million of recurring revenue and
recognised $3.2 million which is 3.8% of total revenue. Our longer-term target is
for recurring revenue to be 50% of total revenue. The Balance Sheet holds $17.8
million, which is deferred for revenue recognition in future periods.
Number of connected devices
There were 3.2 million devices connected to the AoFrio cloud at 31 December
2025, an increase of 578,000 (22%) over 2024. As more devices connect to our
cloud, the quality of our fleet insights improves, creating greater opportunities to
generate additional revenue from the value-added services in development.
App utilisation
Our app utilisation was 3.0 million. This is a measure of the number of times
customers interacted with our software, an increase of 709,000 compared to FY24.
Uptime
This is a measure of the time our platform was available to customers. The rate for
FY25 was 99.4%, consistent with the rate achieved in FY24.
Strategy
AoFrio’s growth strategy is built on three interconnected pillars designed to
improve revenue, resilience, and solve high-value customer problems. Together
these pillars guide the company’s evolution from a hardware-led business to a
hardware-enabled, AI-powered SaaS company.
1. Protect and Grow the Core
The first part of this strategy focuses on strengthening AoFrio’s leadership in
the CDE market by protecting market share in LATAM and expanding into the
USA, Europe, and APAC. We are working towards achieving this by delivering
higher-value connected solutions, enabling customers to connect their complete
fleets, and providing industry‑benchmark customer support.
The second part of this strategy is centred on protecting margin in our Motors
and Fans business by introducing new products, expanding into new solution
applications, and driving targeted cost-reduction initiatives.
9
Annual Report 2025
10
2. Diversify Our Market Segments
To improve revenue quality and reduce reliance on
a single segment, AoFrio is expanding into adjacent
markets with similar operational challenges, specifically
Food Retail and Chilled and Frozen Foods. This strategy
aims to build a higher-margin recurring revenue base by
applying AoFrio’s proven capabilities to similar use cases.
3. Transform Our Foundations
AoFrio’s transformation strategy ensures the organisation
has the capabilities, systems, and operating model
required for its evolution into a hardware-enabled,
AI-powered SaaS business. We are building
organisational capability in product development,
software engineering, machine learning/AI, and
solution selling.
Protect and grow the core
CDE market segment
In FY25, we strengthened leadership in the CDE segment
and executed against a clear plan to (1) connect the
customer’s whole fleet, (2) protect existing market share,
and (3) add new value to customer solutions through our
hardware-enabled SaaS platform.
1) Connect the customer’s whole fleet
In FY25 we broadened the portion of the global CDE fleet
we can serve by launching two foundational elements of
our innovation roadmap: the SCS 800 cellular-connected
controller and AoFrio iQ, our modernised SaaS platform.
Together, these extend our addressable footprint
and meet major brand requirements for always-on
connectivity, real‑time insight, and remote fleet
management.
The SCS 800 supports entry into Europe and the USA,
where cellular has become the preferred standard.
Customer trials in both regions commenced in Q3-25 to
align with FY26/27 capital purchase cycles.
Through FY25, we also continued to develop our retrofit
and integration pathways so bottle cooler data from
mixed hardware fleets, including third‑party and retrofit
hardware, can be unified within AoFrio iQ. This is an
important lever for accelerating our ability to connect our
customers’ whole fleet in a single view.
What this meant in practice in FY25
▪Cellular controller was delivered as planned: the
SCS 800 was launched in June, enabling real-time
visibility and remote management options for
customers.
▪Geographic expansion under way: trial customer
deployments of the SCS 800 took place across US
and Europe from FY25 Q3, positioning AoFrio for the
FY26 buying window.
▪Fleet inclusivity improved: continued work on
third‑party data integration and retrofit options to
bring more of customers’ “unconnected” installed
base into the platform.
2) Protecting Existing Market Share
We defended our high market share positions in LATAM
by pairing our trusted hardware footprint with AoFrio iQ,
and by applying strategic pricing in response to market
conditions. We helped customers lift data-collection
frequency and platform use, directly improving the value
of insights they receive and making our solution stickier
in day-to-day operations. We also maintained strong
in-market support, which remains a differentiator for
execution quality and time-to-value in the region. This is
reflected in our 2025 Net Promoter Score result of +62,
up 9 points year on year.
What this meant in practice in FY25
▪Defend market share in core markets: commercial
and pricing actions were used to protect positions in
South and North LATAM.
▪Closer operational engagement: customer
programmes focused on increasing data rates and
using iQ capabilities to address customer problems
such as asset loss, misuse, and out-of-range
temperature, plus areas related to sales performance
and service cost.
AoFrio Ltd
11
Annual Report 2025
▪Execution discipline: AoFrio’s local teams supporting iQ customer
trials, sustaining the trust we have built with OEMs, bottlers and
brands.
3) Adding New Value to Solutions
The launch of AoFrio iQ in FY25 materially advanced how customers
access and act on fleet insights. AoFrio iQ delivers clear value across
Asset Management, Service & Maintenance, Energy Management,
and Commercial Performance, and when paired with the SCS 800,
enables a range of remote management options that improve uptime,
sales performance, and energy consumption.
What this meant in practice in FY25
▪Trials underway: By the end of 2025, iQ was being trialled across
10 customers with pace of adoption expected to accelerate
through 2026.
▪Operational impact: SCS 800 + iQ enabled always-on visibility
and remote actions that lower service cost and risk while
improving availability.
▪ Commercial impact: iQ surfaced “where to act first” insights (e.g.,
zero-sale coolers, temperature outliers, suspected misuse),
supporting revenue protection and better fleet ROI.
▪Energy impact: iQ and our connected controller stack supported
energy‑efficiency initiatives consistent with customers’ ESG
goals, building on independently validated savings potential in
AoFrio solutions.
▪ Economics at scale: Large, fully connected fleets can deliver
meaningful lifetime savings through fewer service visits, reduced
asset loss, and improved energy discipline. Our internal estimates
suggest that a bottler using the full AoFrio iQ solution operating
150,000 connected coolers could achieve annual savings of
approximately US$9.1 million, a 5.1× return on investment over
the life of the cooler.
2025 Net
Promoter Score
was +62, up 9
points year
on year
12
AoFrio Ltd
Solving the
customers’ problem
Asset management
Commercial performance
Service and maintenance
Energy and sustainability
6% of coolers are lost or stolen annually
Only 25% of coolers operate in the ideal
temperature range for optimum sales rate
AoFrio iQ has been built upon a deep understanding of the issues faced by
the commercial refrigeration industry.
20% of coolers require a costly service
visit annually
Refrigeration equipment accounts for
approximately 35% of a cold drink’s
carbon footprint
13
Annual Report 2025
Motors and Fans strategy execution
In FY25, AoFrio’s Motors and Fans business continued
to perform strongly as a core contributor to our strategy.
Our objective in FY25 was to protect the gross profit we
generate, and this was achieved. While significant price
pressure and tariff changes impacted this commoditised
category, our disciplined focus on innovation, cost
management and targeted application wins ensured
we maintained competitiveness and protected margin,
despite tariff uncertainties impacting negatively on
revenue.
Portfolio expansion and innovation
Building on the success of the ECR 2 motor, we
expanded our offering with new fan pack sizes that
unlocked additional commercial opportunities, while
the ECR 2 continued to open doors in new market
applications.
During FY25 we released eight new fan pack products,
which delivered initial sales in Q3 and Q4. Uptake
is expected to accelerate through 2026 as customer
qualification programmes progress.
We also secured a new opportunity for the Motors
portfolio through the introduction of the ECR 2 into
agitators for chiller units used in soda and draft beer
dispensers. Selected for its energy efficiency, reliability
and robustness, the first customer order was placed in
Q3, with initial deliveries completed in Q4.
Diversify our market segments
Beyond our core CDE market, there are adjacent sectors
with similar customer pain points that AoFrio is uniquely
positioned to solve. In FY25, we continued to focus
on two priority segments: Food Retail and Chilled and
Frozen Foods (previously referred to as the Ice
Cream segment).
The purpose of this diversification strategy is to build a
higher-margin recurring revenue base while reducing
dependence on the CDE segment. Although this strategy
remains critical to AoFrio’s long-term growth, in FY25
we prioritised delivery of two major product launches
(SCS 800 and iQ) under our Protect and Grow the
Core strategy. As a result, investment in diversification
progressed at a measured pace, with several important
milestones achieved.
Developing the first Food Retail solution
During the year, we advanced development of the
software required for the first release of our Food Retail
solution, which is on track for completion in Q1 FY26. We
also released the first version of the AoFrio Food Retail
iOS and Android mobile apps to their respective app
stores, providing an essential interface for operators in
retail environments.
Supporting early customers and proof-of-concept
trials
We secured our first multi‑year Food Retail customer
agreement in FY25, covering 115 outlets with an average
of 10 assets per store. In addition, we signed a second
customer in the Chilled and Frozen Food sector to
connect approximately 3,500 pet-food storage freezers.
Throughout the year, we continued to support these
customers to ensure successful deployment and validate
product‑market fit.
We also progressed two additional trials with large Food
Retailers in Thailand and Chile. Both customers have
signalled interest in advancing to the next stage following
the completion of their evaluation phases.
Transforming our foundations
AoFrio’s evolution from a hardware manufacturer to
an IoT innovator, and now to a hardware-enabled
SaaS business, has required significant uplift in our
capabilities, processes, and systems. This transformation
is foundational to delivering our strategic ambitions and
adapting to rapidly changing market conditions. It is about
ensuring we have the right people empowered by the
right environment, tools, and systems to execute
our strategy.
In 2025, we undertook a comprehensive program of
work that strengthened our business and positioned us
for scale. This included delivering high-quality, impactful
14
product launches, achieving a strong staff engagement
score of 72% and enhancing our resilience through
ongoing IT and cyber security initiatives and responsible
AI adoption. We also continued to advance our ESG and
sustainability commitments, ensuring our operations and
innovation pathways support long-term environmental
and social value.
In FY25 we made progress against each of the elements
of this strategy:
Organisation Process Effectiveness: AI, Lean
and Design
▪ Scaling the practical use of artificial intelligence
across the business in everyday workflows.
▪Continued investment in Lean and Agile ways
of working, to build a culture of continuous
improvement.
Environmental, Social and Governance (ESG)
▪ Maintaining our EcoVadis certification, a global
environment, social and governance rating system.
▪Rollout of a new global OSH reporting system.
▪Completion of a CIS v8 security assessment.
▪Introduction of a Sustainable Supplier Policy to
embed clearer environmental and ethical standard
requirements across new supplier relationships.
A detailed report on our progress against our
sustainability strategy and ESG initiatives can be found
on page 22 of this report.
People and Culture
▪ Maintaining an engaged workforce, as reflected by
our Employee Engagement Score of 72%, Increased
resources and capabilities in our software and
platform teams.
▪Introduced new employee health and wellness
benefits.
▪Increased engagement between regional teams and
head office.
▪Work around pay equity reviews and workforce
planning.
Outlook for FY26
At the Investor Day in December 2025, AoFrio set out
two future options for growth, one funded from its own
operating cash flows, to grow revenue at a 10% CAGR
and one aspirational path with additional capital to grow
revenue at a 25% CAGR.
The aspirational target is for revenue to more than triple
over the next five years to reach $300 million by FY30.
This can be achieved through an expansion of AoFrio’s
smart refrigeration solutions into new territories and
through the diversification of the business into adjacent
markets. Under this scenario, EBITDA is targeted to
reach $50 million in FY30.
Several of the Company’s shareholders have indicated
support for the higher growth strategy. The Board is
continuing to investigate options for capital to support the
Company’s higher-growth strategy.
There will be opportunities in FY26 to deliver revenue
growth:
▪SCS 800, the Company’s cellular controller has
been released for customer trials and is undergoing
final testing and certification. We expect to have
the product commercially released in May 2026.
We initially expected the adoption of cellular over
Bluetooth connectivity in Latin America to occur
slowly, however, there are encouraging signs that
adoption may be more rapid. Unit revenues for
cellular products are more than double Bluetooth
products.
▪AoFrio iQ, our modernised SaaS platform is being
trialled by early-adopter customers. We expect to
have the base solution available commercially in
Q3-26.
▪At the close of FY25, new sizes for fan packs were
launched.
AoFrio Ltd
15
Annual Report 2025
John Scott
Chairman
Greg Balla
Chief Executive Officer
There are also challenges in 2026:
▪USA tariffs are expected to impact motor
volumes in FY26. Our largest motor customer
in the USA has advised that they will onshore
motor supply in FY26 to avoid the tariff that
applies on our Vietnam-supplied ECR 2
motors. In FY25 this customer’s revenue
was US$5.6 million. We are in discussions to
mitigate the impact of this on FY26.
▪The expected strengthening of the NZD
against the USD adversely impacts
reported revenues and profit. AoFrio’s FY26
expectations are based on a 0.606 NZD /
USD exchange rate.
Given the impacts of trade and currency volatility,
providing a guidance range is challenging.
However, we are expecting an improvement in
revenue and EBITDA in FY26 over FY25 and we
will update our outlook as the year progresses.
16
AoFrio Ltd
AoFrio Board
John Scott
|
Chairman, Independent Director
John McMahon
|
Independent Director
John Scott, Chairman of the AoFrio board,
brings extensive experience in global
technology, digital transformation, and
business strategy. Based in New Zealand,
John has been instrumental in leading
innovative technology companies to
international success. As the former CEO
of Invenco and a key executive at Navico,
he has driven high-growth teams, scaled
global businesses, and spearheaded
strategic change. His strong background
in technology, product innovation, and
business transformation has positioned him
as a leader in the industry.
As AoFrio continues to grow its share in
core markets and expand into new ones,
John’s experience in scaling world-beating
technology companies will be critical.
Recognised as a strategic long-term
thinker, he will play a pivotal role in guiding
AoFrio through its next phase of expansion
and market leadership. His ability to offer
strategic insights has been acknowledged
as a key factor in AoFrio’s success,
particularly in driving rapid growth and
market entry.
John McMahon brings over 30 years
of experience in the Australasian
equity markets, with a focus on
telecommunications, media, gaming,
transport, and industrials. His previous
roles include Head of Research and
Head of Equities for ABN AMRO NZ and
Managing Director of ASB Securities. John
currently serves as Director and Chair of
Solution Dynamics Ltd (SDL) and NZX Ltd
(NZX). His extensive expertise in equity
analysis and leadership in major financial
institutions positions him as an asset to
AoFrio’s strategic direction and growth.
Greg Allen is a Partner at Chrysalix
Venture Capital, a global venture capital
firm headquartered in Vancouver, Canada,
specialising in deep tech, industrial
innovation, and resource productivity. He
serves on the Board of Directors of HaiLa
Technologies, a Canadian semiconductor
start-up, and acts as a board observer
for several international growth-stage
companies. In addition, Greg is a member
of the Economic Advisory Committee for
the City of Richmond, British Columbia.
He began his career in electronics and
radio systems through service in the New
Zealand Army, later earning an MBA from
Edinburgh Napier University. Greg also
holds the ICD.D designation from the
Institute of Corporate Directors, reflecting
his commitment to strong governance and
board leadership.
Greg Allen
|
Independent Director
Annual Report 2025
Keith Oliver
|
Independent Director
Roz Buick
|
Independent Director
Keith Oliver is the Chairman of Blackhawk.
io and a director at VWork Limited and
Alto Capital. His previous roles include
Executive Chairman at high-tech company
Compac Sorting Ltd and the science-led
Crown Research Institute ESR. Keith’s
extensive experience in leading high-
tech companies and his strategic vision
in technology and innovation make him a
critical contributor to AoFrio’s board, guiding
the company towards sustained growth and
industry leadership.
With 27 years of experience, Roz Buick
has led digital transformation and workflow
reengineering across hardware, SaaS,
and software platforms. As a catalyst for
change, she has driven growth through
strategic product and market strategies in
various sectors. Previously a Senior Vice
President at Oracle and Trimble Inc, Roz
now consults and serves on boards of
global tech companies, including ikeGPS,
FRAMECAD, and Propeller Aero, bringing
invaluable expertise to AoFrio’s growth
plans.
17
18
AoFrio Ltd
Strategic & Growth Leadership
▪Experience in developing and implementing successful and
sustainable growth strategies across diverse markets and
industries.
▪Proven ability to assess strategic options and guide long-term
value creation initiatives.
▪Experience in marketing strategy and brand positioning, increasing
market visibility, customer engagement and commercial impact.
5/5
SaaS & Data-Driven Business Expertise
▪Experience leading transformation of traditional businesses
into SaaS-enabled platforms, including the adoption of cloud-
native architectures to support scalability, integration and global
deployment.
▪Understanding of recurring revenue models, data monetisation,
and platform scalability with emphasis on leveraging cloud
infrastructure
3/5
Solution Selling & Customer
Relationship Management
▪Experience in strategic account management and solution selling
to global brands and OEMs.
▪Understanding of customer advocacy, marketing strategy, and
value-based selling.
4/5
Global Market & Channel Development
▪Experience and understanding of international business dynamics
across North America, Europe, LATAM, and APAC including
exposure to CDE and Food Retail markets.
▪Proven capability in building and managing global distribution
channels and strategic partnerships.
▪Experience in scaling technology platforms and navigating
commercial models across diverse geographies.
4/5
Transformation & Change Leadership
▪Experience in leading organisational transformation, including
cultural change and digital enablement.
▪Understanding of agile leadership, innovation culture, and high-
performance team development.
▪Experience navigating differing business models and the potential
for disruptive practices to reshape customer expectations,
operational structures, and supply chains.
5/5
ESG & Sustainability Leadership
▪Experience in developing and overseeing ESG frameworks and
sustainability strategies aligned with global standards.
▪Understanding of governance, stakeholder engagement, and
circular economy principles.
3/5
AoFrio’s Board Skill Set Matrix highlights the distribution of skills across the board, indicating how many directors
contribute expertise in each domain. This helps the board understand its overall capability profile and informs future
succession and development planning.
AoFrio Board Skill Set
19
Annual Report 2025
Cybersecurity & IT Governance
▪Experience in IT governance and cybersecurity oversight, including
cloud security and data protection.
▪Understanding of digital infrastructure resilience and compliance
frameworks.
▪Awareness of the opportunities and risks presented by emerging
technologies, including AI, IoT, and automation.
4/5
AL, ML & Data Science Literacy
▪Understanding of AI and machine learning applications in
commercial environments for predictive analytics, customer
insights and operational optimisation.
▪Experience supporting the deployment of AI-powered platforms
for fleet optimisation, autonomous service models, and intelligent
asset management, with a focus on monetising data insights
through scalable, recurring revenue models.
▪Experience applying AI and data tools to enhance organisational
productivity, streamline workflows and enable scalable managed
services and automation.
4/5
Governance & Investor Relations
▪Experience overseeing boards from a financial and governance
oversight perspective, including the ability to evaluate and manage
enterprise risk, ensure regulatory compliance, and uphold fiduciary
responsibilities.
▪Experienced leadership in listed entity and capital markets:
including NZX compliance and corporate governance.
▪Understanding of human resources and organisational leadership,
including experience in people strategy, performance structures,
and executive development aligned with governance best
practices.
▪Experience in investor relations and shareholder engagement,
with a focus on transparent communication, capital strategy, and
aligning board decisions with investor expectations.
5/5
Innovation & Product Development
▪Experience leading product innovation and agile development
cycles including the ability to deliver differentiated solutions to
anticipate customer needs and market shifts.
▪Understanding of customer‑centric design, product‑market fit, and
integration of emerging technologies, with a focus on co-creating
value through strategic partnerships and ecosystem collaboration.
▪Experience in managing and protecting intellectual property (IP)
as a strategic asset, including IP licensing, commercialisation and
innovation governance in technology-driven environments.
4/5
Operational Excellence & Supply Chain
▪Experience overseeing global supply chain operations, including
manufacturing quality assurance and logistics optimisation.
▪Understanding of quality systems, continuous improvement
frameworks, and operational scaling.
4/5
Capital Structure
▪Experience with a range of capital structures and management
of capital within an organisation, including equity, debt, and
alternative financing models.
▪Understanding of capital markets and investor expectations,
including public and private funding environments, valuation
dynamics, and capital allocation strategies.
▪Experience in financial strategy and scenario planning, supporting
long-term sustainability, liquidity management, and alignment with
strategic objectives.
5/5
20
AoFrio Ltd
AoFrio Executive
Greg Balla
|
Chief Executive Officer
Genevieve Clark
|
Vice President, Product
Rami Elbeltagi
|
Vice President, Engineering and IT
Howard Milliner
|
Chief Financial Officer / Company Secretary
Greg Balla joined AoFrio in 2021, bringing
extensive leadership and commercial
experience within complex organisations.
He has been pivotal in executing the
initial stages of a multiyear plan for AoFrio
focused on expansion and technological
advancement. Greg’s leadership has seen
AoFrio significantly strengthen its market
position and global reach.
Prior to AoFrio, Greg spent eight years at
Orion Health, as Executive Vice President
of Clinical Workflow and Business
Transformation, and later Chief Operating
Officer. He has also held senior roles at
Auckland District Health Board, BHPB
and 3M.
With wide-ranging experience, including
his role as Group Chief Engineer at Fisher
and Paykel Appliances, Rami brings strong
leadership in developing high-performing
teams, product design, and agile
innovation. At AoFrio, he has restructured
the engineering team to drive ambitious
product development and has been pivotal
in launching innovative solutions. Rami’s
strategic vision and direction to the teams to
keep AoFrio at the forefront of both AI and
ML exploration have directly contributed to
the company’s market-leading position.
Genevieve Clark joined AoFrio in
November 2022, bringing with her a wealth
of experience from leading technology
companies such as Orion Health, Vista
Entertainment Solutions, and Qrious.
Tasked with expanding and accelerating
AoFrio’s product vision and roadmap,
Genevieve has been instrumental in driving
innovation and strategic growth.
Under Genevieve’s leadership, AoFrio has
positioned itself as a market leader in the
IoT space, directly reflected in the quality of
the solutions that AoFrio have been able to
roll out to their customers.
Howard has played a key role in
transforming AoFrio into a hardware-
enabled SaaS business. He oversees all
financial and administrative operations,
drawing on his past experience as CFO
and CEO of Mercer Group (now MHM
Automation) to support AoFrio’s growth
and strategic initiatives. In his role as
CFO, Howard has guided the company’s
journey towards profitability, delivering
improvements in operational efficiency
and process management for AoFrio’s
continued success.
Annual Report 2025
James Rice
|
Chief Revenue Officer
Danielle Scott
|
Manager People, Sustainability and Executive Operations
James Rice joined AoFrio in 2024 as
Chief Revenue Officer, bringing extensive
experience from leading high-performing
teams at iSOFT, DXC, and Orion Health.
James has been instrumental in driving
commercial strategy, capturing market
share in AoFrio’s core sectors and
facilitating expansion into adjacent markets
to position AoFrio for sustained growth and
innovation.
Danielle joined AoFrio in April 2022. With
a background in managing strategic
projects at Tesla and Workday, she has
driven AoFrio’s performance culture
through innovative workforce development
programs. This has included a critical focus
on leadership and mindset development
as well as employee engagement. As
the leader of AoFrio’s sustainability
strategy, she has significantly contributed
to developing customer solutions that
position AoFrio as an industry leader in
sustainability.
Marc Tinsel
|
Executive Vice President Operations
Marc Tinsel joined AoFrio in 2013 and
oversees the day-to-day leadership of
supply chain and operations, ensuring the
seamless delivery of all hardware. With
a background in managing international
product safety testing and certification,
Marc is experienced in managing multiple
projects, budgets, and multidisciplinary
teams. His leadership sees AoFrio
maintaining customer satisfaction through
manufacturing quality, reliable supply and
product performance.
21
22
AoFrio Ltd
22
Our ongoing commitment to sustainable growth
Purpose
Vision
Values
How we deliver?
Sustainability report
AoFrio Ltd
AoFrio is a hardware-enabled SaaS
company that is leading the charge
towards a more sustainable and
efficient food and beverage industry.
We envision a future where our
innovative solutions empower
customers to significantly reduce their
environmental impact and enhance
their profitability.
Guided by our values of:
▪Explore together
▪Thrive together
▪A better world together.
▪Minimise environmental impact
▪ Drive customer efficiency
▪Partner for success.
Annual Report 2025
AoFrio’s sustainability strategy is underpinned by three
core pillars that guide how we prioritise our initiatives,
embed sustainability across the organisation, and ensure
our actions reflect the areas of greatest impact. As
global expectations and stakeholder priorities evolve,
these pillars provide a consistent, long-term direction for
our approach.
To ensure our strategy remains aligned with urgent
global priorities, we also use the United Nations (UN)
Sustainable Development Goals (SDGs) and EcoVadis
framework as ongoing reference points to measure
progress and achieve alignment with the sustainability
reporting of our customers.
Our Approach to Sustainability
0.00.5
0.5
1.0
1.5
2.0
2.5
3.0
1.01.5
Importance to AoFrio (Internal)
Importance to stakeholders (External)
2.02.53.0
Product quality, design and innovation
Diversity and inclusion
Board composition
Engagement and wllbeing
GHG emissions (Scope 1 and 2 Operational)
GHG emissions (Scope 3 -Upstream)
Customer privacy and data security
Waste and circularity
Systemic risk managementIntellectual property
Waste and water management
Physical climate risk
Health and safety
Modern slavery and labour practices
Sustainability data, metrics and targets
Social responsibility and community impact
Sustainable sourcing of materials (Environment)
23
24
AoFrio Ltd
Our Approach to Sustainability
While aligning with global standards, our key focus areas:
United Nations (UN) Sustainable
Development Goals (SDGs)
The UN Sustainable Development Goals (SDGs) provide
a global framework for sustainable development across
economic, social, and environmental dimensions. At
AoFrio, we use the SDGs to ensure our sustainability
actions remain aligned with our material topics and
strategic priorities. By mapping our areas of focus to the
SDGs, we can clearly identify our direct contributions to
global sustainability and ensure our efforts support the
issues that matter most to our customers, stakeholders,
and business.
AoFrio Ltd
Labor & Human
Right
Ethics
Labor & Human
Right
Ethics
Environment
Sustainable
Procurement
Ethics
Environment
Sustainable
Procurement
▪Health, safety and
wellbeing
▪Diversity, equity and
inclusion
▪Engagement and
connection
▪Modern slavery and
labour practices
▪Sustainable sourcing of
materials
▪Greenhouse gas
emissions (Scope 1, 2
and 3)
▪Product quality, design
and innovation
▪Waste and circularity
▪Customer privacy and
data security
25
Annual Report 2025
EcoVadis
EcoVadis is a leading provider of business sustainability
ratings, assessing companies on their environmental,
social, and ethical performance. At AoFrio, the
annually updated EcoVadis methodology enables us to
consistently monitor, quantify, and evaluate our progress
against our objectives, material topics, UN Goals, and
overall sustainability strategy. This structured approach
supports continuous improvement, helps us meet
evolving expectations, and strengthens our ability to
advance our sustainability performance year on year.
MAY 2025
26
AoFrio Ltd
▪Engagement and connection ▪Health, safety and wellbeing
▪Diversity, equity and inclusion
Labor & Human
Right
Ethics
Our Team
Our thriving, connected, and continuously learning team is a critical driver of our sustainability journey. This year we
lifted our Employee Engagement Score to 72%, with retention at 92.2%. Contributors to these results include Diversity
& Inclusion activities driven by our AoWLead (AoFrio Women Leaders) group, as well as uptake of our language
scholarship programmes and remote‑working benefits. We also expanded our peer‑to‑peer learning culture through a
full calendar of Skill Share sessions, enabling employees across AoFrio to learn directly from internal experts.
▪Modern slavery and labour practices
▪Sustainable sourcing of materials
▪Greenhouse gas emissions
(Scope 1, 2 and 3)
Labor & Human
Right
Ethics
Sustainable
Procurement
Environment
Our Operations
This year we took meaningful steps to strengthen sustainability across our operations and supply chain. Notably, we
achieved the EcoVadis Committed Badge, recognising our ESG foundations across Environment, Labour & Human
Rights, Ethics, and Sustainable Procurement.
Underpinning our progress for this pillar, we took steps to strengthen operational governance of our global health and
safety practices, including introducing a new reporting platform; completed a CIS v8 security assessment as part of
ongoing work to strengthen our cyber security posture; and completed a Supplier Code of Conduct to formalise ethical
and sustainable expectations across our supply chain.
Annual Report 2025
▪Engagement and connection ▪Health, safety and wellbeing
▪Diversity, equity and inclusion
Ethics
Sustainable
Procurement
Environment
Our Product
This year we launched two new products that reflect our commitment to designing and delivering solutions that help
our customers operate more sustainably, without compromising on our quality or security.
AoFrio iQ, our new SaaS insights platform, provides real-time asset visibility and insights that enable customers to
make better decisions around service, maintenance, commercial activities, and energy efficiency. This enhances our
customers’ ability to achieve lower emissions across their entire cooler fleet.
In terms of IoT innovation, the newly launched SCS800 Cellular Controller provides always-on connectivity, data
capture, remote diagnostics, and power-backup location tracking. These capabilities help customers reduce
unnecessary service visits and improve energy efficiency.
27
28
AoFrio Ltd
Our workforce
By the numbers (full time equivalents).
Count by ethnicity
Age group
28
0
5
10
15
20
25
30
35
27.52%
8.72%
2.01%
Latin American
/ Hispanic
European
Indian
Not Stated
/ I’d rather not say
Chinese
Southeast Asian
Asian
(Blank)
NZ European, Maori
NZ European,
Pacific People
Other Ethnicity
European African
NZ European,
Other Ethnicity
Age group active
NZ European
34
21
19
1717
1313
5
2222
11
18 to 26
27 to 35
36 to 45
46 to 55
56 to 64
Over 65
4.7%
24.16%
32.89%
Annual Report 2025
Gender diversity
Length of service
29
0
50
100
150
14.77%
2.01%
8.05%
12.08%
17.45%
Running total headcount
Length of service
20162017201820192020202120222023202420252026
Under 1 year
ManPrefer to not sayWoman
1 to 2 years
2 to 3 years
3 to 4 years
4 to 5 years
5 to 6 years
6 to 9 years
10+ years
20.81%
10.07%
14.77%
0
50
100
150
14.77%
2.01%
8.05%
12.08%
17.45%
Running total headcount
Length of service
20162017201820192020202120222023202420252026
Under 1 year
ManPrefer to not sayWoman
1 to 2 years
2 to 3 years
3 to 4 years
4 to 5 years
5 to 6 years
6 to 9 years
10+ years
20.81%
10.07%
14.77%
30
AoFrio Ltd
Looking Forward
Our aspirational roadmap and progress.
Current Planned
30
TT
T
T
O
O
O
O
O
O
O
P
P
P
P
T
Health & Safety Global Review
Continuous improvements
Track and improve diversity
On roadmap
Language Scholarship Program
Continuing
Set Emissions reduction target and begin reporting
Scope 1 & 2 emissions
On roadmap
Track Suppliers EcoVadis Rating
On roadmap
Describe the scenario analysis process externally
On roadmap
Develop a conflict minerals policy
Move to Current – In Progress
Diversity Targets
In progress
Implement a Sustainable Supplier Policy &
Supplier Code of conduct
Sustainable Code of Conduct completed and
implemented, Sustainable Supplier Policy
in progress
Review physical and transition risks likely to
have a material effect on AoFrio
On roadmap
Identify climate-based scenarios for AoFrio
and conduct a scenario analysis process
On roadmap
Complete a test case LCA
On roadmap
Begin Data collection of product components for
GHG Reporting
On roadmap
Invest in Research and Development (R&D) aimed
at continuing reductions of emissions intensities
On roadmap
Establish a process for tracking energy intensity
savings for clients that have purchased IoT
services
Move to Current – In Progress
Leadership Development Program
Leadership DNA designed and program design
in progress
Annual Report 2025
31
32
AoFrio Ltd
Financial statements
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
Note
2025
$000s
2024
$000s
Revenue2.283,18679,690
Cost of sales(56,782)(56,468)
Gross profit26,40423,222
Net foreign exchange loss(157)(14)
Other income2.3864591
Operating expenses2.4(23,608)(21,285)
Earnings before interest, taxation, depreciation,
amortisation and impairment
3,5032,514
Depreciation3.2(949)(815)
Amortisation3.3(2,672)(1,959)
Loss before interest & taxation(118)(260)
Finance income4.26248
Finance expenses4.2(1,975)(1,678)
Loss before income tax(2,031)(1,890)
Income tax (expense) / credit2.5a(55)10
Loss for the year(2,086)(1,880)
Other comprehensive income:
Items that may be reclassified subsequently to the profit or loss:
Exchange differences on translation of
foreign operations
4.5b394(423)
Other comprehensive income / (loss) for the year394(423)
Total comprehensive loss for the year(1,692)(2,303)
Loss for the year attributable to the Owners
of the Company
(2,086)(1,880)
Total comprehensive loss attributable to the
Owners of the Company
(1,692)(2,303)
Basic (loss) profit per share – cents2.6(0.48)(0.44)
Diluted (loss) profit per share – cents2.6 (0.48)(0.44)
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
33
Annual Report 2025
Consolidated Statement of Movements in Equity
for the year ended 31 December 2025
2025
Note
Contributed
equity
$000s
Accumulated
losses
$000s
Other
reserves
$000s
Total
equity
$000s
Balance on 1 January 2025135,578(113,621)(4,646)17,311
Comprehensive income
Loss for year
-
(2,086)
-
(2,086)
Other comprehensive income
Exchange differences on translation
of foreign operations
4.5b--394394
Total comprehensive income-(2,086)394(1,692)
Share option compensation expensed4.5a--1616
Contributions of equity, net of costs4.3239--239
Balance on 31 December 2025135,817(115,707)(4,236)15,874
2024
Note
Contributed
equity
$000s
Accumulated
losses
$000s
Other
reserves
$000s
Total
equity
$000s
Balance on 1 January 2024135,578(111,741)(4,294)19,543
Comprehensive income
Loss for the year-(1,880)-(1,880)
Other comprehensive income
Exchange differences on translation of
foreign operations
4.5b--(423)(423)
Total comprehensive income-(1,880)(423)(2,303)
Share option compensation expensed4.5a--7171
Balance on 31 December 2024135,578(113,621)(4,646)17,311
The above Consolidated Statement of Movements in Equity should be read in conjunction with the accompanying notes.
34
AoFrio Ltd
Consolidated Statement of Financial Position
as at 31 December 2025
Note
2025
$000s
2024
$000s
Current Assets
Cash and cash equivalents3.1a1,3422,093
Trade and other receivables3.1b21,10220,475
Derivative financial instruments6.4--
Inventories3.1c7,4819,433
Total current assets29,92532,001
Non-Current Assets
Property, plant and equipment3.26,1435,775
Deferred tax asset2.5b10,57610,370
Intangible assets3.324,12119,029
Total non-current assets40,84035,174
Total assets70,76567,175
Current Liabilities
Trade and other payables3.1d23,00924,113
Contract liability2.23,0682,524
Provisions3.1e135139
Derivative financial instruments6.424295
Liabilities in respect of right-of-use assets6.5366268
Borrowings4.19,2284,237
Total current liabilities35,83031,576
Non-Current Liabilities
Borrowings4.1325341
Liabilities in respect of right-of-use assets6.54,0263,998
Contract liability2.214,71013,949
Total non-current liabilities19,06118,288
Total liabilities54,89149,864
Net assets15,87417,311
35
Annual Report 2025
Consolidated Statement of Financial Position - continued
as at 31 December 2025
Note
2025
$000s
2024
$000s
Equity
Contributed equity4.3135,817135,578
Accumulated losses4.4(115,707)(113,621)
Other reserves4.5(4,236)(4,646)
Total equity15,87417,311
For and on behalf of the Board
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Director
27 February 2026
Director
27 February 2026
36
AoFrio Ltd
Consolidated Cash Flow Statement
for the year ended 31 December 2025
Note
2025
$000s
2024
$000s
Cash flows from operating activities
Receipts from customers exclusive of GST / VAT83,52781,140
Payments to suppliers and employees exclusive of GST / VAT(79,739)(74,279)
Foreign exchange loss(157)(14)
Other income864591
Interest paid(1,875)(1,683)
Interest received4.26248
Taxation paid(36)(16)
Net GST / VAT received / (paid)1,173(25)
Net cash inflow from operating activities3,8195,762
Cash flows from investing activities
Payments for property, plant, and equipment(1,100)(483)
Payments for intangible assets3.3(7,978)(5,419)
Net cash outflow from investing activities(9,078)(5,902)
Cash flows from financing activities
New loans and drawdowns4.128,04414,770
Loan repayments4.1(23,225)(15,630)
Principal payments for right-of-use assets6.5(302)(186)
Net cash inflow / (outflow) from financing activities4,517(1,046)
Net decrease in cash and cash equivalents(742)(1,186)
Cash and cash equivalents at the beginning of the
financial period
2,0933,295
Effect of exchange rate movements on cash(9)(16)
Cash and cash equivalents at end of year3.1a1,3422,093
The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.
37
Annual Report 2025
Notes to the Consolidated Financial
Statements
1. Basis of preparation
This section sets out the Group’s material 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 saving, electronically commutated (EC) motors and fans for
worldwide use.
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 27 February
2026.
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 IFRS Accounting 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 IFRS Accounting Standards (IFRS).
The material 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 which is measured at fair value.
New standards, amendments, and interpretations
The accounting policies adopted in the preparation of these consolidated financial statements are consistent with
those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31
December 2024, except for the adoption of new standards effective as of 1 January 2025. The Group has not
early adopted any standard, interpretation or amendment that has been issued but is not yet effective. NZ IFRS
38
AoFrio Ltd
18 Presentation and Disclosure in Financial Statements (NZ IFRS 18) was issued in April 2024 as replacement
for NZ IAS 1 Presentation of Financial Statements (NZ IAS 1). The Group is currently assessing the impact of NZ
IFRS 18 and will disclose a more detailed assessment in the future. Several amendments apply for the first time in
2025, but do not have an impact on the consolidated financial statements of the Group.
Effective 1 January 2025, the Group adopted the amendments to NZ IAS 21 The Effects of Changes in Foreign
Exchange Rates issued by the IASB in August 2023. These amendments clarify how to determine whether a
currency is exchangeable into another and, when it is not, how to estimate the spot exchange rate for translation
purposes.
The amendments require:
▪ Identification of circumstances where exchangeability is lacking.
▪Estimation of a spot exchange rate when observable rates are not available.
▪ Additional disclosures about the nature and financial impact of non‑exchangeability.
The adoption of these amendments did not have a material impact on the Group’s consolidated financial
statements for the year ended 31 December 2025. The Group does not currently operate in jurisdictions
where exchangeability is restricted. Accordingly, no significant changes were made to the measurement of
foreign currency transactions or balances. The Group will continue to monitor developments in markets where
exchangeability may become limited and will apply the guidance as required.
Going concern assumption
The Group reported a loss for the year ended 31 December 2025 of $2,086,000 (2024: loss of $1,880,000)
and operating cash inflows of $3,819,000 (2024: inflows of $5,762,000). Cash at 31 December 2025 was
$1,342,000 (2024: $2,093,000) and net debt (defined as cash balances net of borrowings) was $8,211,000 (2024:
$2,485,000).
The Board approved budget for 2026 includes key assumptions on revenue growth, maintaining stable customer
pricing and costs of manufacture, stable gross margin with improved profitability delivered from increased
revenues and positive operating cash flows. In addition the Board assumes that the bank will continue to provide a
trade facility of at least $10m for at least 12 months beyond the approval of these financial statements.
The Board is satisfied that if global supply chain or macro‑economic conditions 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 closely monitors 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.
39
Annual Report 2025
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, 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). Significant 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
▪ Development costs – impairment testing – note 3.3
Areas of judgement
▪ Development costs – capitalisation of expenses and economic life – note 3.3
▪ Deferred tax asset – recognition – note 2.5b
40
AoFrio Ltd
41
Annual Report 2025
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:
2025
Motors
$000s
IoT
$000s
Unallocated
$000s
Total
$000s
Revenue36,06247,124-83,186
Cost of goods sold(29,689)(27,093)-(56,782)
Gross profit6,37320,031-26,404
Gross margin %17.7%42.5%-31.7%
Foreign exchange loss--(157)(157)
Other income--864864
Operating expenses(3,961)(8,750)(10,897)(23,608)
EBITDA2,41211,281(10,190)3,503
Depreciation(78)(17)(854)(949)
Amortisation(441)(2,170)(61)(2,672)
(Loss) / profit before interest & taxation1,8939,094(11,105)(118)
Finance income--6262
Finance expense--(1,975)(1,975)
(Loss) / profit before income tax1,8939,094(13,018)(2,031)
Income tax expense--(55)(55)
(Loss) / profit for the year1,8939,094(13,073)(2,086)
42
AoFrio Ltd
2025
Motors
$000s
IoT
$000s
Unallocated
$000s
Total
$000s
Non-current assets
Property, plant & equipment5296,0826,143
Deferred tax asset--10,57610,576
Goodwill-3,416-3,416
Other intangible assets5,14614,99856120,705
Total5,19818,42317,21940,840
2024
Motors
$000s
IoT
$000s
Unallocated
$000s
Total
$000s
Revenue36,42643,264-79,690
Cost of goods sold(30,805)(25,663)-(56,468)
Gross profit5,62117,601-23,222
Gross margin %15.4%40.7%-29.1%
Foreign exchange loss--(14)(14)
Other income-2589591
Operating expenses(4,140)(7,330)(9,815)(21,285)
EBITDA1,48110,273(9,240)2,514
Depreciation(103)(20)(692)(815)
Amortisation(323)(1,575)(61)(1,959)
(Loss) / profit before interest & taxation1,0558,678(9,993)(260)
Finance income--4848
Finance expense--(1,678)(1,678)
(Loss) / profit before income tax1,0558,678(11,623)(1,890)
Income tax expense--1010
(Loss) / profit for the year1,0558,678(11,613)(1,880)
Non-current assets
Property, plant & equipment150305,5955,775
Deferred tax asset--10,37010,370
Goodwill-3,254-3,254
Other intangible assets5,1899,99059615,775
Total5,33913,27416,56135,174
43
Annual Report 2025
(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
2025
$000s
2024
$000s
Americas70,42767,693
Asia / Pacific (APAC)6,9305,606
Europe / Middle East / Africa (EMEA)5,8296,391
Total83,18679,690
Revenue is allocated above based on the country in which the customer is located.
APAC revenue includes $779,000 (2024: $758,000) from New Zealand customers.
Major Customers
The Group has four major customers (defined as customers representing 10% or more of revenues) accounting
for invoiced revenues of $40,505,000 (2024: two customers accounting for invoiced revenues of $21,800,000), all
within the Americas geographic segment.
Total non-current assets
2025
$000s
2024
$000s
Americas1,356574
Asia / Pacific – mainly in New Zealand39,44234,526
Europe / Middle East / Africa4274
Total40,84035,174
Total non-current assets are allocated based on where the assets are located.
2.2 Revenue
2025
$000s
2024
$000s
Motors
Sales of goods revenue – recognised at a point in time36,06236,426
IoT
Sales of goods revenue – recognised at a point in time43,96140,604
Services revenue – recognised over time3,1632,660
47,12443,264
83,18679,690
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).
44
AoFrio Ltd
(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 an in-market distributor in Brazil to supply goods to buyers who require local delivery. The
distributor transacts as agent. The Group is the principal in these transactions. Sales of product are recognised
when the distributor delivers 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 and AoFrio Monitor 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 over the time
period. 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.
45
Annual Report 2025
Contract liabilities
2025
$000s
2024
$000s
Carrying amount at start of year16,47312,294
Invoiced in the year4,7985,296
Recognised in revenue(3,163)(2,660)
Exchange adjustment(330)1,543
Carrying amount at end of year17,77816,473
Current portion3,0682,524
Non-current portion14,71013,949
17,77816,473
2.3 Other income
2025
$000s
2024
$000s
Research & Development tax incentive claims received775452
Other income89139
864591
2.4 Operating expenses include
2025
$000s
2024
$000s
Wages and salaries and other short‑term benefits22,82319,828
Employer contributions to Kiwisaver and 401K plans735610
Employee share options expense1671
Total employee benefits23,57420,509
Payments to contractors1,221623
Capitalisation of labour and expenses to intangible assets(7,331)(4,900)
The amount disclosed above for wages and salaries is stated before capitalisation of labour to intangible assets.
46
AoFrio Ltd
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 credit 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 and does not give rise to equal taxable and deductible temporary differences.
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
2025
$000s
2024
$000s
Current year income tax (expense) / credit(261)3
Deferred tax – recognition of deferred tax asset2067
Income tax (expense) / credit(55)10
47
Annual Report 2025
The income tax credit for the year can be reconciled to the result before tax as follows:
2025
$000s
2024
$000s
Reported loss for the year before tax(2,031)(1,890)
Tax at 28%(569)(529)
Adjustment of losses brought forward685(527)
Effect of different tax rates in other jurisdictions(18)-
Tax effect of non-deductible / non-assessable items18(225)
Recognition of carried forward tax losses(171)1,291
Income tax (expense) / credit for the year(55)10
(b). Deferred tax
As it is probable that future taxable amounts will be available to utilise temporary differences and losses, based
on projection of taxable income, 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 2026 through to 2030. 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:
2025
$000s
2024
$000s
Doubtful debts115
Inventory provisions and unrealised profit eliminations 218252
Employee benefits383518
Internally generated development(3,199)(3,626)
Warranty provision3839
Contract liabilities4,3923,793
Rebates68277
Fixed assets(1,064)(1,040)
Right of use lease liability1,2271,205
Other timing differences11-
Total temporary differences2,0751,433
48
AoFrio Ltd
2025
$000s
2024
$000s
Tax losses to carry forward24,99725,880
Total temporary differences and tax losses to carry forward27,07227,313
Deferred tax asset recognised for:
Temporary differences1,8971,214
Carry forward tax losses recognised8,6799,156
Total recognised10,57610,370
The benefit of unrecognised tax losses is $16,318,000 (2024: $16,724,000). Of the total consolidated losses
available to carry forward to future years, $3,616,000 (2024: $3,336,000) 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 2025 no USA Federal tax losses expired (2024: None).
(c). Imputation credits
The Group has no imputation credits available (2024: $nil) and no movements occurred in the Imputation Credit
Account (2024: $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 0.48 cents (2024: loss of 0.44 cents) is calculated by dividing the loss attributable to equity
holders of the Company of $2,086,000 (2024: loss of $1,880,000) by the weighted average number of ordinary
shares in issue during the year of 433,052,301 (2024: 431,853,006).
Diluted EPS of a loss of 0.48 cents (2024: loss of 0.44 cents) is calculated by dividing the loss attributable to
equity holders of the Company of $2,086,000 (2024: loss of $1,880,000) by the weighted average number of
shares in issue during the year. No adjustment was made for effects of 12,930,000 dilutive potential ordinary
shares, refer to note 6.2(c), because the effect would have been anti-dilutive.
49
Annual Report 2025
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.
2025
$000s
2024
$000s
Cash on hand and at bank5691,734
Call deposits4205
Short term bank deposit353354
1,3422,093
The carrying amount of the Group’s cash and cash equivalents is denominated in the following currencies:
NZD484411
USD4951,627
Other36355
1,3422,093
(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 (2024:
1.5% and 0.1% respectively).
50
AoFrio Ltd
2025
$000s
2024
$000s
Trade receivables20,18919,140
Provision for loss allowance(34)(51)
Net trade receivables20,15519,089
Prepayments444389
VAT / GST refunds due130300
Income tax refund due108333
Other receivables265364
21,10220,475
The carrying amount of the Group’s trade and other receivables is denominated in the following currencies:
NZD144191
USD19,94018,591
EUR500111
MXP143352
BRL267746
Other108484
21,10220,475
Provision for loss allowance
Carrying amount at start of year5141
Decrease in loss allowance(15)2
Exchange adjustment(2)8
Carrying amount at end of year3451
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.
51
Annual Report 2025
2025
$000s
2024
$000s
Finished goods – at cost6,8508,113
Raw materials – at cost6411,638
Less inventory provisions(10)(318)
Total inventories7,4819,433
Cost of inventories recognised as an expense and included in cost of sales $54,445,000 (2024: $53,704,000).
(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 90-120 days of recognition.
2025
$000s
2024
$000s
Trade payables19,04719,571
Employee entitlements 2,0612,614
GST / VAT payable1,032395
Accrued expenses8691,533
23,00924,113
The carrying amount of the Group’s trade and other payables is denominated in the following currencies:
NZD2,8562,948
USD18,81320,455
Other1,340710
23,00924,113
(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.
52
AoFrio Ltd
Warranty provision
2025
$000s
2024
$000s
Carrying amount at start of year139133
Additional provisions recognised7107
Amounts used(7)(118)
Exchange adjustment(4)17
Carrying amount at end of year135139
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 2024
Opening net book amount7134114,3585,482
Additions31414326483
Depreciation(229)(136)(450)(815)
Disposals----
Exchange adjustment5943523625
Closing net book amount8574614,4575,775
53
Annual Report 2025
Plant &
equipment
$000s
Office equipment,
furniture & fittings
$000s
Properties
$000s
Total
$000s
At 31 December 2024
Cost5,2289874,85511,070
Accumulated depreciation and
impairment
(4,390)(508)(783)(5,681)
Exchange adjustment19(18)385386
Net book amount8574614,4575,775
Year ended 31 December 2025
Opening net book amount8574614,4575,775
Additions5274005491,476
Depreciation(257)(215)(477)(949)
Disposals----
Exchange adjustment(50)(16)(93)(159)
Closing net book amount1,0776304,4366,143
At 31 December 2025
Cost5,7551,3875,40412,546
Accumulated depreciation and
impairment
(4,647)(723)(1,260)(6,630)
Exchange adjustment(31)(34)292227
Net book amount1,0776304,4366,143
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 2025 amounted to $357,000 (2024: $471,000).
54
AoFrio Ltd
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.
55
Annual Report 2025
Internally
Generated
Development
$000s
Patents
$000s
Goodwill
$000s
Other
$000s
Total
$000s
Year ended 31 December 2024
Opening net book amount10,1892113,19033313,923
Additions5,37232-155,419
Amortisation(1,898)(57)-(4)(1,959)
Exchange adjustment1,5162564411,646
Closing net book amount15,1792113,25438519,029
At 31 December 2024
Cost29,3701,7263,2191,03535,350
Accumulated amortisation
& impairment
(16,639)(1,588)-(686)(18,913)
Exchange adjustment2,4487335362,592
Net book amount15,1792113,25438519,029
Year ended 31 December 2025
Opening net book amount15,1792113,25438519,029
Additions7,93431-137,978
Amortisation(2,611)(60)-(1)(2,672)
Exchange adjustment(359)(6)161(10)(214)
Closing net book amount20,1431763,41538724,121
At 31 December 2025
Cost37,3041,7573,21956042,840
Accumulated amortisation
& impairment
(19,250)(1,648)-(199)(21,097)
Exchange adjustment2,08967196262,378
Net book amount20,1431763,41538724,121
56
AoFrio Ltd
Goodwill relates to the iProximity Pty Limited which is a component of the IoT reportable segment.
Internally generated development costs include $11,393,000 (2024: $11,559,000) for projects underway and not
complete at balance date. This cost is not yet being amortised.
Movement in intemally generated development costs
2025
$000s
2024
$000s
Opening net book amount - projects not completed11,5595,193
Additions7,9345,372
Completed(7,852)(23)
Exchange adjustment(248)(1,017)
Closing net book amount - projects not completed11,39311,559
Amortisation and impairment
Amortisation of intangible assets2,6721,959
Impairment of intangible assets--
2,6721,959
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 2025.
The recoverable amount of the IoT CGU at 31 December 2025 has been determined based on a value in use
calculation using cash flow projections from the annual operating budget approved by senior management for
2026. The pre‑tax discount rate applied to cash flow projections is 13.5% (2024: 13.5%) and cash flows beyond
2026 using the 11.48% growth rate for IoT revenue over the period from 2019 to 2025 (2024: 12.48%).
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 2026 budget pricing and product costs. The gross margin in 2025 was 42.5%
and is forecast at 40.4% for 2026 and later years. Operating expenses for 2026 are budgeted $0.2 million higher
than 2025 and increase proportional to revenue in later years. In the 2026 annual operating budget, the ratio of
operating expenses to revenue is 16.8% and this is expected to be maintained in later years.
As a result of this analysis, management did not identify an impairment for this CGU.
A reasonable possible change in the assumtions will not result in an impairment.
57
Annual Report 2025
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
2025
$000s
2024
$000s
Current portion
Bank trade finance facility9,2074,216
Bank loans2121
Liability at end of year9,2284,237
Non-Current portion
Bank loans325341
Liability at end of year325341
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 at the end of the
reporting period 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:
2025
$000s
2024
$000s
Liability at start of year4,5784,985
New loans and drawdowns28,04414,770
Repayments(23,225)(15,630)
Exchange adjustment156453
Liability at end of year9,5534,578
Bank trade finance facility
The bank trade finance facility is $10m, 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 3.25% margin above bank base
lending rate. The weighted average interest rate charged in 2025 was 8.80% (2024: 9.86%). Refer to note 5.1(d)
for covenants details.
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.
58
AoFrio Ltd
4.2 Finance
2025
$000s
2024
$000s
Finance income
Other interest income6248
6248
Finance expenses
Interest expense – Bank loans1,037482
Other interest expense9381,196
1,9751,678
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.
2025
Shares
2024
Shares
2025
$000s
2024
$000s
Opening balance of ordinary
shares on issue
431,853,006431,853,006135,578135,578
Issue of ordinary shares during
the year (note 6.2b)
2,379,036-239-
Ordinary fully paid shares on
issue at year end
434,232,042431,853,006135,817135,578
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
2025
$000s
2024
$000s
Opening balance(113,621)(111,741)
Loss for the year(2,086)(1,880)
Accumulated losses at end of year(115,707)(113,621)
59
Annual Report 2025
4.5 Other reserves
2025
$000s
2024
$000s
Share option compensation reserve612596
Currency translation reserve(4,848)(5,242)
(4,236)(4,646)
(a). Share Option Compensation Reserve
2025
$000s
2024
$000s
Share based compensation recognised at start of year596525
Net compensation expensed1671
612596
(b). Currency Translation Reserve
2025
$000s
2024
$000s
Opening balance(5,242)(4,819)
Exchange loss on translation of foreign operations394(423)
(4,848)(5,242)
60
AoFrio Ltd
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:
2025
EUR
$000s
NZ
$000s
Brazilian
Real
$000s
Mexican
Peso
$000s
Other
$000s
Cash311484-3814
Trade and other receivables500144267143108
Trade and other payables(29)(2,856)(65)(1,206)(40)
Liabilities in respect of right-of-
use assets
-(4,392)
---
Derivative financial instruments-4,500---
2024
Cash11411-2717
Trade and other receivables111191746352484
Trade and other payables(49)(2,948)(94)(500)(67)
Liabilities in respect of right-of-
use assets
-(4,195)---
Derivative financial instruments-5,000---
61
Annual Report 2025
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% movement in the USD against the functional currency is as follows:
2025
$000s
2024
$000s
Gain from decrease relative to the functional currencies15036
Loss from increase relative to the functional currencies(150)(36)
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 seven major debtors (defined as debtors representing 10% or more of trade
receivables) accounting for outstanding debt of $13,739,000 (2024: six debtors accounting for outstanding debt
of $11,797,000).
At balance date, trade receivables of $733,000 were past due but not considered impaired (2024: $547,000). Of
this amount $499,000 (2024: $284,000) 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.
$513,000 is deposited with a major NZ trading bank with a Standard & Poors rating of AA- (2024: $411,000 AA-)
and $78,000 (2024: $628,000) with Convera with a Standard & Poors rating of BBB/A-2. The remaining balance of
$751,000 (2024: $1,054,000) 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.
62
AoFrio Ltd
The amounts disclosed are the contractual undiscounted cash flows.
2025
Trade and other
payables
$000s
Borrowings
$000s
Right-of-use
liabilities
$000s
Total
$000s
Less than 6 months23,0099,21835832,585
7 to 12 months-10360370
2 to 5 year-3255,4935,818
23,0099,5536,21138,773
2024
Less than 6 months24,1134,22630428,643
7 to 12 months-11305316
2 to 5 year-3415,7016,042
24,1134,5786,31035,001
Trade and other payables above exclude any liabilities for tax (including payroll taxes), statutory liabilities and
contract liabilities. The 2024 amounts for right-of-use liabilities have been restated.
(d). Capital risk management
The Company closely monitors its cash requirements.
Gearing ratio
2025
$000s
2024
$000s
Total borrowing 9,5534,578
Total equity15,87417,311
Gearing60.2%26.4%
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 1.5 times gross interest expense and 3.0 times BNZ
interest expense (calculated as if NZ IFRS16 does not apply).
Working capital covenant ‑ Inventory and receivables / debt under the trade finance facility to be a minimum of
2.5 times.
Compliance to be tested on the last day of each financial half year.
At 30 June 2025 the Group was not in compliance with the 1.5 times gross interest expense. On 15 August 2025,
the bank waived it’s right to take further action in respect of this breach.
At 31 December 2025 the Group complied with all financial covenants.
63
Annual Report 2025
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
20252024
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). 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.
2025
$000s
2024
$000s
Salaries, fees, and other short‑term benefits2,9772,431
Share based remuneration25571
Directors’ remuneration337357
Total3,5692,859
64
AoFrio Ltd
(b). Employee share-based remuneration
In 2021, 12,930,000 options were issued to the Chief Executive Officer. 8,620,000 options (Tranche One) vested
on 1 October 2024, and 4,310,000 options (Tranche Two) vested on 1 October 2025. 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.
2,379,036 ordinary shares were issued on 30 May 2025 in settlement of agreed amounts owing to certain
employees. The number of shares being issued was determined using the VWAP for AoFrio ordinary shares over
10 business days prior to the issue.
(c). 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, East West Industries Vietnam LLC and EW China Limited which are independent from East
West Legacy LLC and are not related parties.
6.3 Contingencies
There are no material contingent liabilities or assets (2024 - $nil).
6.4 Financial instruments by category
2025
$000s
2024
$000s
Assets per Statement of Financial Position
Financial assets measured at amortised cost
Trade and other receivables20,42019,453
Cash and cash equivalents1,3422,093
Derivatives used for hedging (at fair value)
Derivative financial instruments--
21,76221,546
Liabilities per Statement of Financial Position
at amortised cost
Trade and other payables23,00924,113
Borrowings9,5534,578
Liabilities in repect of right-of-use assets4,3924,266
Derivatives used for hedging (at fair value)
Derivative financial instruments24295
36,97833,252
65
Annual Report 2025
Fair value estimation
The only financial instruments carried at fair value are derivatives comprising forward foreign exchange contracts.
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
2025
$000s
2024
$000s
Properties3,8493,984
Plant & equipment3667
Office equipment and furniture & fittings712
Total3,8924,063
Additions to right-of-use assets
Properties376-
Plant & equipment-58
Total37658
Liabilities in respect of right-of-use assets
Current366268
Non-current4,0263,998
Total4,3924,266
66
AoFrio Ltd
Movements in liabilities in respect of right-of-use assets during the year were:
2025
$000s
2024
$000s
Liability at start of year4,2664,394
New liabilities37658
Repayments(302)(186)
Exchange adjustment52-
Liability at end of year4,3924,266
The Consolidated Statement of Comprehensive Income shows the following amounts related to right-of-use
leases:
Depreciation charge for right-of-use assets
Properties431386
Plant & equipment2415
Office equipment and furniture & fittings44
Total459405
Interest expense on liabilities in respect right-of-use assets366358
Expense relating to short-term leases (included in operating
expenses)
9273
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 assets302186
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.
67
Annual Report 2025
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
2025
$000s
2024
$000s
Audit and review of financial statements
- Audit of the Group (Deloitte)205200
- Audit of a subsidiary (Thong & Lim)54
Other services
- Tax compliance (Deloitte)6439
274243
68
AoFrio Ltd
6.7 Cash flow information
(a). Reconciliation of loss for the year to net cash inflow from operating activities
2025
$000s
2024
$000s
Loss for the year(2,086)(1,880)
Adjustments for:
Income tax expense / (credit)55(10)
Depreciation, amortisation & impairment3,6212,774
Share based payments1671
(Decrease) / increase in inventory provision(308)32
(Decrease) / increase in loss allowance provision(17)10
(Decrease) / increase in provision for warranty(4)6
Net foreign exchange differences691(1,615)
Increase in trade and other receivables(610)(4,005)
Increase in contract liabilities1,3054,179
Decrease / (increase) in inventories2,260(662)
(Decrease) / increase in trade and other payables(1,104)6,862
Net cash inflow from operating activities3,8195,762
(b). Net debt reconciliation
2025
$000s
2024
$000s
Cash and cash equivalents1,3422,093
Borrowings – repayable within one year(9,228)(4,237)
Borrowings – repayable after one year(325)(341)
Net cash / (debt)(8,211)(2,485)
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 decrease in cash during the year of $742,000 (2024:
$1,186,000) included a $9,000 decrease (2024: $16,000) caused by exchange rate movement.
6.8 Events after reporting date
There are no events after reporting date requiring disclosure.
69
Annual Report 2023
70
AoFrio Ltd
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 2025,
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 32 to 68, present fairly,
in all material respects, the consolidated financial position of the Group as at 31 December 2025, and
its consolidated financial performance and cash flows for the year then ended in accordance with
New Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) as issued by the External Reporting
Board and IFRS Accounting Standards (‘IFRS’) as issued by the International Accounting Standards
Board.
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 Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (‘PES 1’) 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) (‘IESBA Code’) as
applicable to audits of financial statements of public interest entities. We have also fulfilled our other
ethical responsibilities in accordance with PES 1 and the IESBA Code.
Our firm carries out other assignments for the Group in the area of taxation advice, including tax
compliance. These services have not impaired our independence as auditor of the Company and
Group. 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 $1,000,000.
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
71
Annual Report 2025
Capitalisation of internal development costs
The Group capitalised $7.9 million of internal development
costs (2024: $5.4 million), as set out in note 3.3 ‘Intangible
assets’. This includes capitalised employee and contractor
time.
Judgement is required when determining if the recognition
criteria to capitalise costs of development under NZ IAS 38
Intangible Assets have been met.
This includes demonstrating technical feasibility to complete
the asset so that it will be available for use, the viability of
resources and availability of funding to complete the asset,
and the likelihood of generating future economic benefits.
We have included capitalisation of internal development costs
as a key audit matter due to the level of judgement required.
We have evaluated the appropriateness of internal
development costs capitalised by:
• Obtaining an understanding of the nature of the projects,
including how the intangible assets will be used in the
business, the stage of development, and the likelihood of
the development being successfully completed and used
to generate revenue. We then challenged the Group’s
determination of which development costs met the
criteria to be capitalised under NZ IAS 38;
• Checking capitalisation of cost calculations for
mathematical accuracy;
• Agreeing the amounts capitalised on a sample basis
to underlying evidence, including, for employee and
contractor costs allocated to development projects,
testing a sample of hours worked on each project and the
relevant wage rates; and
• Challenging the recoverability of capitalised costs by
assessing the reasonableness of the forecast and revenues
in relation to each product.
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.
Therefore, the evaluation of the cash flow forecast supporting
the use of 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 2026 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 assumptions
present within the cashflow forecast;
• Checking the mechanical accuracy of the cash flow
forecast;
• Checking the appropriateness of the going concern
disclosure in note 1.2(a) of the consolidated financial
statements; and
• 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; and
-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.
Key audit matterHow our audit addressed the key audit matter
72
AoFrio Ltd
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/assurance-standards/auditors-responsibilities/audit-report-1-1/
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
Andrew Dick, Partner
for Deloitte Limited
Auckland, New Zealand
27 February 2026
73
Annual Report 2025
74
AoFrio Ltd
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:
20252024
Mr J. Scott $96,000$96,000
Mr G Allen
1
$55,000$55,000
Ms Roz Buick
2
$55,000$45,833
Ms M Clark-Reynolds
3
$20,833$55,000
Mr J. McMahon
4
$55,000$55,000
Mr K Oliver
5
$55,000
-
Note.
1. Fees for Mr G Allen are paid to RJ-Alpha Advisory Services Ltd.
2. Fees for Ms R Buick are paid to 5280 Lodge Ltd.
3. Fees for Ms M Clark-Reynolds are paid to Purple Dragon Ltd.
4. Fees for Mr J. McMahon are paid to Meta Capital Ltd.
5. Fees for Mr K Oliver are paid to Alto Capital Ltd.
Interested transactions
The Directors have disclosed the following transactions with the Company:
▪Interested 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 2025 was
$131,410 (2024: $129,205).
▪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.
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Annual Report 2025
Directors’ shareholding
31 December 2025 31 December 2024
Ordinary shares Total Relevant Interest Total Relevant Interest
Mr J. McMahon19,178,25319,178,253
Mr J Scott3,165,9232,350,000
Mr G Allen7,493,3827,493,382
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
2025202420252024
$100,000 - $109,999 68$260,000 - $269,999-1
$110,000 - $119,999 28$270,000 - $279,9991-
$120,000 - $129,999 1912$280,000 - $289,99921
$130,000 - $139,999 810$290,000 - $299,999-1
$140,000 - $149,999 1110$300,000 - $309,999-1
$150,000 - $159,99954$310,000 - $319,999-1
$160,000 - $169,99955$330,000 - $339,999-1
$170,000 - $179,999 32$340,000 - $349,9991-
$180,000 - $189,999 96$360,000 - $369,99911
$190,000 - $199,999 57$380,000 - $389,9991-
$200,000 - $209,999104$400,000 - $410,0001-
$210,000 - $219,999 31$410,000 - $420,0001-
$220,000 - $229,99911$420,000 - $430,0002-
$230,000 - $239,999-3$480,000 - $490,0001-
$240,000 - $249,9992-$490,000 - $499,999-1
$250,000 - $259,99913$560,000 - $570,0001-
Donations
No donations have been made by the Company during the year ended 31 December 2025 (2024: Nil).
76
AoFrio Ltd
Diversity by gender statistics
In accordance with NZX Listing Rule 3.8.1 the Company makes the following diversity disclosures:
Male
#%
Female
#%
Total
31 December 2025
Board480%120%5
Senior management team*571%229%7
Total 975%325%12
31 December 2024
Board467%233%6
Senior management team*556%229%7
Total 969%431%13
*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.
77
Annual Report 2025
78
AoFrio Ltd
Shareholder information
Shareholders
On 31 December 2025 there were 1,236 shareholders holding 434,232,042 fully paid ordinary shares.
Share issues
On 30 May 2025, AoFrio Limited issued 2,379,036 ordinary shares to executives recognising long term incentive
scheme performance from 2016 to 2024.
On 15 April 2025, AoFrio Limited issued 10,119,760 share rights pursuant to the AoFrio Limited New Zealand
Restricted Stock Unit Scheme.
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 21 January 2026:
20 largest shareholdersOrdinary shares
1. East West Legacy LLC.55,149,807
2. Wairahi Investments Ltd26,597,278
3. Ballynagarrick Investments Ltd21,185,103
4. ASB Nominees Ltd (Meta Capital Ltd)19,178,253
5. Forsyth Barr Custodians Ltd18,635,854
6. Graham Trustees Ltd16,592,744
7. HSBC Nominees (New Zealand) Ltd15,443,235
8. Accident Compensation Corporation14,862,480
9. New Zealand Depository Nominee Ltd14,244,625
10. FNZ Custodians Ltd13,717,558
11. BNP Paribas Nominees (NZ) Ltd12,676,549
12. Apex Custodian Nominees (NZ) Ltd10,117,278
13. Gregory Charles Allen6,488,049
14. Flynn No 2 Trustees Ltd6,054,758
15. Lean Holdings Pty Ltd4,125,123
16. Wairahi Holdings Ltd4,100,000
17. Howard Duncan Milliner4,074,004
18. JP Morgan Chase Bank NA NZ Branch3,936,787
19. FNZ Custodians Ltd3,711,500
20. Stephen Christopher Montgomery3,350,000
79
Annual Report 2025
How our audit addressed the key audit matter
Distribution of equity securities
Size of holdings on 21 January 2026
ShareholdersFully paid Ordinary Shares
Number%Number%
1-999554.4821,7660.01
1,000-1,999312.5239,8960.01
2,000-4,999373.01111,1770.03
5,000-9,99919415.801,402,2570.32
10,000-49,99945837.3010,219,9262.35
50,000-99,99915912.9510,771,6132.48
100,000-499,99919916.2142,191,0789.72
500,000
-
999,999362.9323,679,1495.45
over 1,000,000594.80345,795,18079.63
1,228100.00434,232,042100.00
56 (or 4.56%) shareholders, holding 90,056,468 shares (or 20.74%) 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
First Cape Group Ltd40,773,0711 May 2024
Wairahi Holdings Ltd & Wairahi Investments Ltd30,697,27816 January 2026
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 95. 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.
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AoFrio Ltd
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.
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Annual Report 2025
Corporate Governance Statement
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 highlights 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 25 February 2026 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 Ltd
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 was updated in September 2025 and is available on the Company’s website. All AoFrio
employees will be trained on the updated Code of Conduct by September 2026.
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.
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Annual Report 2025
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 in AoFrio securities on the NZX by directors, officers, employees, and contractors.
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 all 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
in 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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AoFrio Ltd
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, all 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 2025 was:
Directors’ meetings
John
Scott
Greg
Allen
Roz
Buick
Melissa
Clark-
Reynolds
John
McMahon
Keith
Oliver
Meetings held whilst a director11111141111
Attendance1111104109
Audit Committee meetings
John
McMahon
Keith
Oliver
Greg
Allen
Melissa Clark-
Reynolds
Meetings held whilst a committee
member
3331
Attendance3231
Executive Appointment &
Remuneration Committee meetings
Keith
Oliver
John
Scott
Meetings held whilst a
committee member
44
Attendance44
Technology & Innovation
Committee meetings
John
Scott
Roz
Buick
Melissa
Clark-Reynolds
Meetings held whilst a
committee member
33
1
Attendance331
85
Annual Report 2025
As the Board is small, the Company has not established a separate nomination committee as recommended under
the NZX Corporate Governance Code, believing these matters are best dealt with by the full Board of Directors.
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 Chair and Chief Executive Officer are exercised by different persons. The Chair is appointed by the Board
from amongst the independent directors.
In discharging their respective duties, individual directors may, with the prior approval of the Chair seek advice from
external professional advisors from time to time, with any costs being met by the Company. In 2025, no costs were
incurred by the Company.
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AoFrio Ltd
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 three standing committees to guide and assist them with overseeing certain aspects of
corporate governance. These committees are the Audit & 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 based on 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 & Risk Committee
The Audit & Risk 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; the business’s relationship with, and the independence of, the external
auditor; and enterprise risk management.
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 Chair of the Committee is not also the Chair of the Board.
The current members are John McMahon (Committee Chair), Keith Oliver and Greg Allen.
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; the remuneration and appointment of the senior executive team; management
succession planning; reviewing and approving compensation arrangements; establishing employee incentive
schemes and the remuneration of the Board. The Committee also advises on proposals for significant company‑
wide remuneration policies and programmes. In carrying out this role, the sub-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 a majority of independent directors. Employees only attend meetings at
the invitation of the Committee.
The current members are independent directors Keith Oliver (Committee Chair) and John Scott.
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Technology & Innovation Committee
The Technology & Innovation Committee operates for the primary purpose of overseeing and providing counsel on
matters of innovation and technology. The current members are Roz Buick (Committee Chair) and John Scott.
Other committees
From time-to-time the Board may establish a Committee to assist in the management of a matter or project.
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.
Control Transaction Protocols
The Company has established protocols for dealing with a control transaction should an offer be received.
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.
The integrity of the Company’s financial reporting and disclosures is supported through several 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 Chair of the Board, the Chair of the Audit & Risk Committee,
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.
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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 & Risk 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 is not a climate reporting entity under Part 7A of the Financial Markets Conduct Act 2013 and is
therefore not required to prepare a climate-related disclosure statement.
Non-Financial Reporting
The Company provides non‑financial disclosures 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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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 2025 financial year amounted to $336,833 due to the small size of
the Board. Full disclosure of director remuneration is set out on page 74. 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 chair 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 fees payable to directors was most recently reviewed by the Executive
Appointments, Remuneration and Nomination Committee in 2025 which recommended that no change to directors
fees be made. 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
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AoFrio Ltd
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 FY2025.
Greg Balla – CEO
Fixed remuneration$485,915
Short term incentive payment for 2025$62,235
Employer contributions to KiwiSaver$16,444
Total remuneration$564,594
Greg Balla is eligible for an annual STI target payment of 15% of base salary based on a combination of Board-
approved financial and business improvement objectives being achieved, with 50% of that target from agreed
economic objectives and 50% of that target from agreed management objectives. Overachievement is possible up to a
maximum of 238% if financial objectives are substantially overachieved. The Board of Directors must approve any STI
payment, and such payment will only be made if a minimum EBITDA threshold level is achieved.
Greg Balla was issued 12,930,000 share options representing 2.99% of the Company’s ordinary shares at the time
of issue. 8.62 million options vested 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 vested 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’s strategic and operational activities and is a priority for the Board.
The Audit & Risk Committee assists 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 Committee provides 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.
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
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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’s 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.
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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 22
January 2026, approximately 77% of AoFrio’s 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 to have its notices of the annual meeting available on the Company’s website at least 20 working
days prior to the meeting.
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
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Annual Report 2025
then addressed at the meeting.
The Company’s 2025 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 2025
financial year.
This Corporate Governance Statement was approved by the Board of AoFrio on 25 February 2026.
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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
Av. Paseo Monte Miranda Oriente 15,
Edificio Orvit, Torre 2, piso 6 ‑ 609
EL Marques, Queretaro
CP. 76240
Mexico
Ph: +52 42727 48161
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
Internet and social media
Website: www.aofrio.com
Email: info@aofrio.com
LinkedIn
Twitter
Address and registered office
78 Apollo Drive
Rosedale, Auckland 0632, New Zealand
PO Box 302-533, North Harbour,
Auckland 0751, New Zealand
Auditor
Deloitte Limited
1 Queen Street, Auckland CBD, Auckland 1010
Banker
Bank of New Zealand
Share registry
Computershare Investor Services Ltd,
Private Bag 92119, Auckland 1142,
New Zealand
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Annual Report 2025
www.aofrio.com
AoFrio
Annual Report
2025
---
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 2025
Previous Reporting Period 12 months to 31 December 2024
Currency New Zealand Dollar
Amount (000s) Percentage change
Revenue from continuing
operations
$83,186 +4.4%
Total Revenue $83,186 +4.4%
Net profit/(loss) from
continuing operations
($2,086) n/a
Total net profit/(loss) ($2,086) 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
-$0.019 -$0.004
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
27/02/2026
Audited financial statements accompany this announcement.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.