Enprise Group Limited, Annual Meeting 2025

25 November 2025

Enprise Group Limited (ENS)

The company will hold its Annual Shareholders Meeting at 10.00am Wednesday 3 December 2025.

The location is Level 2, 16 Hugo Johnston Drive, Penrose, Auckland.

You can also join the meeting online at this link. Please note you will not be able to vote at the online meeting. You will need to do this prior to the meeting. The company would prefer any questions to be sent prior to the meeting to Elliot Cooper at ElliotC@enprise.com.

Company Overview

The company has two operating divisions. Enprise is a provider of MYOB in Australia and New Zealand trading as Kilimanjaro Consulting and iSell Pty Ltd which sells a cloud-based quoting system on a Software as a Service (SaaS) model used by the IT reseller market in Australia, UK/Europe, New Zealand, South Africa, and North America.

It also owns 32.35% of Datagate who provide online reporting and billing portals on a SaaS model for Telcos and Utility services and hosted service providers in New Zealand, Australia, Canada, USA, and UK/Europe. It also holds 6.35% in Vadacom Holdings a voice over IP (VoIP) telephony solutions provider.

Susan Stone was appointed to the Board in May 2025.

Current Strategy

The strategy is to unlock mutual synergies in all its investments to accelerate their growth.

Previous Year Shareholder Meeting

NZSA recorded the following key items at last year’s annual shareholder meeting:

2. A return to profitability with a total comprehensive income for the year ended 30 June 2024 of $0.019m, compared to a loss of $10.967m in 2023.
3. Group revenue growth of 5.4% to $21.865m.

The meeting report is available at this link.

Disclaimer

To the maximum extent permitted by law, New Zealand Shareholders Association Inc. (NZSA) will not be liable, whether in tort (including negligence) or otherwise, to you or any other person in relation to this document, including any error in it.

Forward looking statements are inherently fallible.

Information on www.nzshareholders.co.nz and in this document may contain forward-looking statements and projections. For any number of reasons, the future could be different – potentially materially different. For example, assumptions may be wrong, risks may crystallise, unexpected things may happen. We give no warranty or representation as to any future financial performance or any other future matter. We may not update our website and related materials for changes.

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Information included on www.nzshareholders.co.nz and in this document is for information purposes only. It is not an offer of financial products, or a proposal or invitation to make any such offer. It is not financial advice and does not take into account any person’s individual circumstances or objectives. Prior to making any investment decision, NZSA recommends that you seek professional advice from a licensed financial advice provider.

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

Directors Fees:  The company does not disclose if share options are paid to Directors, a position generally not supported by NZSA. It also does not disclose whether special exertion payments are available for directors within the fee pool, nor whether any actual payments were made.

Director Share Ownership:  Directors are encouraged but not required to own shares. NZSA policy is that it should be left to individual Directors according to their personal circumstances.

CEO Remuneration:  The company discloses its remuneration policy within its Corporate Governance Statement (section 12) on its website, which includes an overview of the remuneration strategy, philosophy and objectives applicable to the company.

The Nominations, Remuneration and Health and Safety Committee are responsible for the policy, the scope of which is contained in s.9.13 of the company’s Corporate Governance Statement.

Incentives: The CEO is paid an incentive in cash.

NZSA encourages fulsome disclosure in relation to any incentive payments made to the CEO, including disclosure of measures (or measure ‘groups’), weightings, targets, and the level of achievement versus target for each component associated with any awards. This methodology is supported by the NZX Remuneration Reporting Template.

Apart from the quantum, the only disclosure around the incentive in the Annual Report is that it is based on KPIs and assessed by the Board based on the profitability of the company and achievement of those KPI’s. There is no transparency as to the nature of those KPI’s, their achievement and the relationship to potential targets.

This would appear to be in conflict with s.12.7 of the company’s own Corporate Governance Statement which states that disclosures in the Annual Report for executives will include “…the relative weightings of remuneration components and relevant performance criteria. For the CEO, this includes the base salary, any short term, and long-term incentives, as well as performance criteria used to determine performance-based payments.”

We also note the NZX Code of Corporate Governance requires full disclosure around incentives paid to CEOs.

The company does not disclose the gender pay gap and CEO/employee remuneration ratio.

NZSA does not believe that the small size of the company is any barrier to providing basic disclosures related to CEO remuneration.

Golden Parachutes: In the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms and notice periods associated with the CEO, including whether specific termination payments are offered.

Director Independence:  The Board comprises three independent Directors including the Chair and three non-independent Directors. NZSA policy and the NZX Code of Corporate Governance recommend a majority of independent Directors to protect the interests of minority shareholders. We note there is clear disclosure of the factors the company takes into account in determining Director Independence in the Corporate Governance Statement.

Board Composition:  The Annual Report does not include any form of skills matrix that attributes skill sets to individual Directors to demonstrate how they contribute and add value to the company. NZSA considers this a critical disclosure.

We appreciate that following our comments last year the Annual Report discloses the members of the Audit and Risk Committee, however disclosures do not identify the Chair.

We note the company has a Remuneration, Nomination and Health & Safety Committee. The members are not disclosed in the Annual Report, however we note the CEO as a Director may be a member of the Committee. In this context, we believe it is important that there is a process for managing any conflict of interest if he is a member of the Remuneration, Nomination and Health and Safety Committee, in particular around the nomination and appointment of new Directors.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply.

Elliot Cooper, the Finance Director, and a founder of the company, has served since 2012. Lindsay Phillips who is the largest shareholder with 20% of the shares has served since 2013. The other Directors appointment dates range from 2015 to 2025. NZSA respects the unique energy a founder brings to a company’s Board.

ASM Format: Enprise Group Limited is holding a hybrid meeting (i.e., physical, and virtual). NZSA prefers this as a way of promoting shareholder engagement while maximising participation. 

Independent Advice for the Board & Risk Management:  NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. We also look to see Boards are across their risk management responsibilities.

We note the Corporate Governance Statement discloses that the Board has access to senior management and can seek external independent advice to support decision-making.

The company offers the usual disclosure around financial risks in the notes to the accounts, but there is no disclosure of business or operational risks, nor the processes by which these are governed.

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation:  The company ensures that the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules. UHY Haines were appointed Auditor in June 2023, and therefore the Lead Audit Partner would have been appointed at this time. We expect a disclosure relating to appointment dates in each year’s Annual Report.

Environmental Sustainability

Enprise Group is exempt from the mandatory climate-related disclosure requirements. Nonetheless, NZSA believes that is still in the best interest of shareholders and the long-term direction of the company to undertake at least simple qualitative disclosures around environmental sustainability, and how potential risks ,ay impact the future direction of the company.

In their Corporate Governance statement, Enprise report that they “currently provide non-financial operational disclosure but not specific Environmental Social and Governance disclosures” and will “keep under review the extent of non-financial reporting in future years”.

NZSA does not complete RAG assessments on non-Climate Reporting Entities.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  There is no disclosure of a whistleblowing policy.

Political Donations:  There is no disclosure whether political donations are made. NZSA expects explicit disclosure around this matter.

Financial & Performance

Enprise Group’s share price rose from $0.45 to $0.56 (as of 22^nd October 2025) over the last 12 months – a 24% increase. This compares favourably with the NZX 50 which rose 4% in the same period. The capitalisation of ENS is $11.2m placing it 117^th out of 115 companies on the NZX by size and makes it a small company.

¹ per share figures based off actual shares at balance date (not weighted average)

We commented last year that Enprise may be turning a corner and there is light shining at the end of the tunnel. This trend continues with a substantial rise in revenues, yet challenges remain. The current ratio fell to 0.66, and ENS still have more current liabilities than assets. A difference of $3.2m between current assets and liabilities may still create risks for the company and its shareholders. The decline in the current ratio was predominantly due to the increase in current borrowings to $1.1m.

Subsequently, the auditor has seen fit to raise this issue and assert there is a material uncertainty as to going concern (page 44).

On a more positive note, operating revenues continued to increase, another 14% to $24.8m, and miniscule operating loss of -$85km was reported.

The group delivered NLAT to owners of the parent of -$101k. We note that operating cashflows were positive at $682k, less than last year – but nonetheless positive.

The debt equity ratio was stable at 3.80. The company has total debt of $1.1m and, as previously stated, this debt is current. NTA per share reversed its improvement from last year and is -$0.01. ENS trade at huge premiums to NTA.

On the 8^th October, the company announced a prospective on market buy back of its shares. Considering the notes provided by the auditor, and the company’s current ratio, we believe this is rather ambitious and question whether this is the best of use of company funds.

The viability of the company will ultimately depend on their ability to scale their operations and increase revenue disproportionately to increasing costs. Both FY24 and FY25 show encouraging signs.

Nightingale Partners Pty Limited, a related party to Director Lindsay Phillips, has a 20.01% holding in the company.

Resolutions

Susan Stone was appointed to the Board 15 May 2025 and is therefore required to offer herself for election. She has over 25 years of senior management experience across the ANZ market spanning telecommunications services, IT managed operations, hosted cloud services, data centres, SAAS businesses, energy retail, and infrastructure investment.

She has strong functional skills in sales and marketing, product management, commercialisation of new products, regulatory affairs, and strengths in people leadership, change management, and strategic planning. Susie completed her IOD Directors course in 2019 and has held governance positions since 2020 in the tech sector. Susie has a BA/LLB from Victoria University of Wellington.

We will vote undirected proxies IN FAVOUR of this resolution.

Shareholders approved the current Directors’ Fee Pool when the company listed in 2008. The fees currently paid are NZ$40,000 for the Chair, NZ$25,000 for each Director, plus NZ$5,000 for a member of the Audit and Risk Committee and NZ$5,000 for a member of the Remuneration and Nomination Committee and Health, Safety and Sustainability Committee. The total fees paid are NZ$145,000.

We note the following in the Notice of Meeting. “The board has opted not to go to the expense of commissioning an independent director fee benchmarking report in this instance because the cost of a comprehensive report is significant in proportion to the increase proposed and because no recommendation is being made for a market relative adjustment to fees paid to any Director in relation to their normal duties (beyond the future ability to provide for inflationary adjustments). The Board reserves the right to increase fees within the approved fee pool, so that directors are paid market remuneration reflecting the size and complexity of the Company.”

NZSA expects companies to review their Directors fees every two to three years to ensure that are in line with the market, and where they propose an increase to commission an independent Report and provide this to shareholders as evidence that the proposed increase is justified. We also expect the actual fees to be paid from the Pool are disclosed to shareholders in the interests of transparency.

Despite this, and the lack of an independent report, we have some sympathy with the rationale provided by the company. We have reviewed our database for similar sized companies by market capitalisation and/or complexity and the current fees are below those paid by these companies.

On this basis, and on balance, we will vote undirected proxies IN FAVOUR of the resolution. Despite this voting intention, we expect better transparency in future.

This is an administrative resolution.

                         We will vote undirected proxies IN FAVOUR of this resolution.+

Proxies

You can vote online or appoint a proxy at https://nz.investorcentre.mpms.mufg.com/voting/ENS

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 10.00am Monday 1 December 2025.

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA