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31 March 2020 financial results (while in liquidation)

Full Year Results6 November 2020WCOIndustrials

Snakk Media Ltd
Letter from the Chair

For the year ended 31 March 2020










GOODWOOD CAPITAL LIMITED

(previously Snakk Media Limited)




Annual Report

For the year ended 31 March 2020




1

Table of Contents


Letter from the Chair 2

Consolidated statement of comprehensive income 3

Consolidated statement of changes in equity 4

Consolidated statement of financial position 5

Consolidated statement of cash flows 6

Notes to the consolidated financial statements 7

Independent auditor’s report 23

Shareholder information 28

Director biographies 30

Company directory 31

Goodwood Capital Limited
PO Box 105 745

Auckland 1143




2

5 November 2020

Company restructure

On 19 October 2020, the then-liquidator of Snakk Media Limited (the Company) advised NZX that the Company

had been removed from liquidation pursuant to an order of the High Court dated 9 October 2020.

As signalled then, this step was part of a broader restructure of the Company with a view to seeking

reinstatement of the Company’s shares on the NZX Main Board.

Following restoration of the Company from liquidation on 19 October 2020, myself, Roger Gower and Angus

Cooper were appointed as directors, and Peter James (the then-sole director) resigned. Biographies of the new

directors are set out on page 30 of this Annual Report.

The new board facilitated the change of the name of the Company to Goodwood Capital Limited and a new ticker

code (GWC).

The focus of the new board going forward is to identify a suitable business opportunity to invest in and/or acquire

through a reverse takeover transaction. Currently, there are no initiatives being investigated given the early stage

of the restructuring process, but the Company will provide the market with any updates as to material

developments in due course. It should be noted that, although the board intends to undertake a reverse listing in

the next six to 12 months, there can be no guarantee that such a transaction will occur.

In order to put the Company on more stable footing, the Company has is undertaking a capital raise of $52,669

through an issue of 2,633,453 new ordinary shares to wholesale investors at an issue price of 2 cents per share.

The capital raise will take the form of a 15% placement conducted in accordance with NZX Listing Rule 4.5.1.

To facilitate the Company coming out of liquidation and provide some financial stability, Mounterowen Limited

(Mounterowen) (a company associated with myself) acquired all outstanding debts of the Company amounting to

approximately $250,000, and agreed to defer the terms of such debts (refer note 3.1 in the financial statements

on page 8).

Separately, Mounterowen has also made several loan advances (and commitments to provide further funds)

amounting to circa $100,000 in aggregate to the Company to assist with the payment of the costs associated with

the application made to the High Court to terminate the liquidation, the liquidators’ costs, and accounting and

administration costs. These advances are repayable at the earlier of 12 months from the date of the loan

advances, provided the Company is solvent at the time, and the date upon which the Company enters into a

major transaction.

Company’s financial position

Following the restructuring, the Company has assets of approximately $70,000 comprising cash of approximately

$50,000, and the NZX bond of $20,000, and debts of approximately $350,000 owing to Mounterowen Limited.

The Company intends to hold an annual meeting of shareholders in late November, or early December 2020.

Yours sincerely


Sean Joyce

Chair

Goodwood Capital Limited (previously Snakk Media Limited)
Consolidated statement of comprehensive income

For the year ended 31 March 2020


The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.


3




2020 2019

(audited)(unaudited)

Note

NZDNZD

Continuing operations

Revenue--

Administrative expenses5(15,160)(159,635)

Operating gain/(loss)(15,160)(159,635)

Finance income-10,142

Loss before income tax(15,160)(149,493)

Income tax expense--

Loss from continuing operations(15,160)(149,493)

Discontinued operations

Gain/(loss) from discontinued operations (net of tax)1870,083(914,892)

Gain/(loss) from discontinued operations70,083(914,892)

Net gain/(loss) after taxation attributable to shareholders54,923(1,064,385)

Other comprehensive losses:

Items that may be subsequently reclassified to profit or loss:

Exchange differences on translation of foreign operations(78,099)39,915

Other comprehensive gain/(loss) after tax(78,099)39,915

Total comprehensive loss for the year attributable to shareholders(23,176)(1,024,470)

Total comprehensive loss for the year attributable to shareholders

Continuing operations(15,160)(149,493)

Discontinued operations(8,016)(874,977)

(23,176)(1,024,470)

Earnings/(loss) per share from continuing operations:

- basic and diluted loss per share8(0.001)(0.009)

Earnings/(loss) per share from continuing and discontinued operations:

- basic and diluted loss per share80.003(0.063)

Goodwood Capital Limited (previously Snakk Media Limited)
Consolidated statement of changes in equity

For the year ended 31 March 2020



The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.


4





Note

Share

capital

Accumulated

l o sse s

Share

based

payment

reserve

Foreign

currency

translation

reserve

Total Equity

NZDNZD

NZD

NZDNZD

Balance at 1 April 2018 (audited)12,528,107(12,187,714)

457,667

(104,509)693,551

Loss attributable to shareholders of the company

-(1,064,385)--(1,064,385)

Exchange differences on translating overseas subsidiary-

-

-39,91539,915

Total comprehensive gain/(loss) for the year-

(1,064,385)-39,915(1,024,470)

Transactions with owners of the company

Share-based payment transactions14--27,050-27,050

Share options expired

13-

484,717(484,717)

-

-

Issue of ordinary shares

1255,000

---55,000

Balance at 31 March 2019 (unaudited)

12,583,107

(12,767,382)-

(64,594)(248,869)

Profit attributable to shareholders of the company

-

54,923--54,923

Exchange differences on translating overseas subsidiary---

(78,099)(78,099)

Total comprehensive gain/(loss) for the year-

54,923-(78,099)(23,176)

Balance at 31 March 2020 (audited)12,583,107(12,712,459)-(142,693)(272,045)

Goodwood Capital Limited (previously Snakk Media Limited)
Consolidated statement of financial position

As at 31 March 2020


The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.


5




The financial statements were approved by the Board on 5 November 2020.

Signed on behalf of the board by:



Sean Joyce Roger Gower

Director Director

31/03/2020

31/3/2019

(audited)(unaudited)

Note

NZDNZD

ASSETS

Current assets

Cash and cash equivalents

9

1,6599,838

Total current assets

1,6599,838

Non-current assets

NZX bond20,00020,000

Total non-current assets

20,00020,000

Total assets

21,65929,838

LIABILITIES

Current liabilities

Trade and other payables

10293,704278,707

Total current liabilities293,704278,707

Total liabilities

293,704278,707

Net assets

(272,045)(248,869)

EQUITY

Share capital1212,583,10712,583,107

Share options reserve13--

Accumulated losses(12,712,459)(12,767,382)

Foreign currency translation reserve(142,693)(64,594)

Total equity

(272,045)(248,869)

Goodwood Capital Limited (previously Snakk Media Limited)
Consolidated statement of cash flows

For the year ended 31 March 2020


The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.


6





2020 2019

(audited)(unaudited)

NoteNZDNZD

Cash flows from operating activities

Receipts from customers

-3,306,985

Payments to suppliers and employees

(8,179)(3,971,153)

Interest received

-10,142

Income tax paid

7-(13)

Net cash used in operations

20

(8,179)(654,039)

Ne t ca sh inflow s / (outflow s) from inve sting a ctivitie s--

Cash flows from financing activities

Proceeds from issue of share capital

12

-55,000

Proceeds from loans

11

-143,044

Repayment of finance liabilities-(737,658)

Net cash used in financing activities-(539,614)

Net decrease in cash and cash equivalents(8,179)(1,193,653)

Deconsolidation of subsidiary-126,286

Cash and cash equivalents at the beginning of the period9,8381,077,205

Cash and cash equivalents at the end of the period

1,6599,838

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


7

1 General information

The consolidated financial statements comprise Goodwood Capital Limited (previously called Snakk

Media Limited) (“the Company”) and its subsidiary, Snakk Media Pte Limited (together the “Group”).

The results of Snakk Media Pty Limited are included in the consolidated financial statements up until

that subsidiary was placed into voluntary liquidation on 10 December 2018.

The Company was placed into liquidation on 14 March 2019. In July 2020, an application was made to

the High Court to restore the Company from liquidation. The Company was restored from liquidation

on 9 October 2020 by order of the High Court and the restoration was completed on 19 October 2020.

The Company is incorporated and domiciled in New Zealand. Snakk Media Pty Limited and Snakk Media

Pte Limited are registered and domiciled in Australia and Singapore respectively.

The Group is non-trading. Prior to ceasing operations, the principal activity of the Group was the

provision of end-to-end mobile media solutions.

The consolidated financial statements for the 2020 year are audited. The comparative information for

the 2019 year is unaudited. The Company did not prepare audited financial statements for the 2019

year as it was in liquidation.

2 Basis of preparation

The consolidated financial statements have been prepared in accordance with Generally Accepted

Accounting Practice in New Zealand (‘NZ GAAP’). The Group is a for-profit entity for the purposes of

complying with NZ GAAP. The consolidated financial statements comply with New Zealand equivalents

to International Financial Reporting Standards (‘NZ IFRS’) and International Financial Reporting

Standards (IFRS).

The Company is an FMC reporting entity under the Financial Markets Conduct Act 2013. These financial

statements have been prepared in accordance with the requirements of the Financial Markets Conduct

Act 2013 and the NZX Main Board Listing Rules. While the Company was in liquidation it did not, nor

was it required to, report in accordance with these requirements.

The consolidated financial statements have been prepared on a historical cost basis except for financial

instruments that are measured at fair values at the end of each reporting period, as explained in the

accounting policies below. Historical cost is generally based on the fair value of the consideration given

in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date, regardless of whether that price is

directly observable or estimated using another valuation technique. Fair value for measurement and/or

disclosure purposes in these financial statements is determined on such a basis, except for share-based

payment transactions that are within the scope of NZ IFRS 2 Share-based Payments, leasing

transactions that are within the scope of NZ IFRS 16 Leases, and measurements that have some

similarities to fair value but are not fair value, such as value in use in NZ IAS 36 Impairment of Assets.

2.1 New and amended standards and interpretations

The Group applied NZ IFRS 9 Financial Instruments and NZ IFRS 15 Revenue from Contracts with

Customers for the first time in 2019. The adoption of these standards did not have a significant impact

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


8

on the consolidated financial statements of the Group. The accounting policies reflect the requirements

of these standards. While NZ IFRS 16 Leases was effective from 1 April 2019, as the Group are not party

to any lease arrangements, this standard was not applied. The Group has not early adopted any

standards, interpretations or amendments that have been issued but are not yet effective.

The consolidated financial statements are presented in New Zealand dollars.

The consolidated financial statements have been approved for issue by the Board of Directors on

5 November 2020.


3 Summary of significant accounting policies

The principal accounting policies adopted in the preparation of the consolidated financial statements

are set out below. These policies have been consistently applied to all the periods presented.

3.1 Going concern

The Group ceased operations in December 2018 and the Company was placed into liquidation on 14

March 2019. As described in Note 22, after balance date an application was made to the High Court to

restore the Company from liquidation, which was approved on 9 October 2020. The Company was

restored from liquidation on 19 October 2020.

As at 31 March 2020 the Group has reported net liabilities of $272,045 (2019: $248,869).

The considered view of the Board of Directors of the Company is that, after making enquiries, there is a

reasonable expectation that the Company will have access to adequate resources and commitments

from its creditors, that will enable it to meet its financial obligations for the foreseeable future.

For this reason, the Board of Directors considers the adoption of the going concern basis in preparing

the financial statements for the year ended 31 March 2020 to be appropriate. The Board of Directors

has reached this conclusion having regard to circumstances which it considers likely to affect the

Company during the period of at least one year from October 2020, and to circumstances which it

considers will occur after that date which will affect the validity of the going concern basis.

The Directors are satisfied, based on their review of the financial forecasts, that, during the 12 months

after the date of signing these consolidated financial statements, there will be adequate cash flows

available to meet the financial obligations of the Group as they arise. This consideration is made with

reference to the following events:

As described in Note 22, after balance date Mounterowen Limited (‘Mounterowen’) acquired $248,706

of the Group’s debts. Separately, Mounterowen has also made several loan advances amounting to

$100,509 in aggregate to the Company to assist with costs associated with the application made to the

High Court to terminate the liquidation, liquidators’ costs, and accounting and administration costs.

Mounterowen is a company associated with the current chair, Sean Joyce. Mounterowen has provided

an undertaking to the Company dated 28 September 2020 that it:

1. will not seek to enforce the debt currently owed by the Company to it within the period of 12

months from the date the High Court Termination Order had effect and the Liquidators ceased to

hold office;

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


9

2. will provide reasonable financial support to the Company so as to ensure that the Company meets

its obligations under the solvency test at section 4 of the Companies Act 1993 for at least 12

months post the Termination Order coming into effect;

3. will not seek to enforce the debt owed to it by the Company (or the balance of the debt as the case

may be) after the 12 month period, unless and until, the Company has the financial resources to

pay the debt (or the balance of the debt) whilst still complying with the solvency test; and

4. will not assign any part of the debt owed to it by the Company to any third party, without first

obtaining from the third party and delivering to the Company a written undertaking (which will be

enforceable by the Company against the third party) that the third party will honour

Mounterowen’s undertakings as set out at in paragraphs 1, 2 and 3 above.

Also as described in Note 22, after balance date the Company has also reached agreement with certain

wholesale investors to subscribe for, and be issued by the Company, 2,633,453 fully paid shares for a

total subscription price of $52,669. In the Directors considered view this amount, together with the

loan advances described above, will enable the Group to continue in its current form for the

foreseeable future, being not less than 12 months from signing date.

The focus of the board going forward is to identify a suitable business opportunity to invest in and/or

acquire through a reverse takeover transaction.

The Board of Directors acknowledge that there are material uncertainties with respect to the going

concern of the Group. In the event that the cash flows from the share subscription are not sufficient to

fund the operating expenses, or the Group is unable to identify a suitable business opportunity to

invest in and/or acquire, this would give rise to a material uncertainty in relation to the Group’s ability

to continue as a going concern. If the Group was unable to continue in operational existence for the

foreseeable future, adjustments may have to be made to reflect the situation that assets may need to

be realised other than in the amounts at which they are currently recorded in the consolidated

statement of financial position. In addition, the Group may have to provide for further liabilities that

might arise in the consolidated statement of financial position.

3.2 Basis of consolidation

Subsidiaries are all entities (including structured 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 has the ability to affect those 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. Control of the subsidiaries is deemed to have ceased

and to have been transferred to the liquidator, on the date a subsidiary is placed in liquidation.

Inter-company transactions, balances and unrealised gains on transactions between Group companies

are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the

impairment of the asset transferred. Accounting policies of subsidiaries have been changed where

necessary to ensure consistency with the policies adopted by the Group.

3.3 Revenue recognition

Prior to discontinuing operations, the Group recognised revenues from the following major sources:

• Advertising fees

• Rental sublease income

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


10

Revenue was measured based upon the consideration to which the Group expected to be entitled in a

contract with a customer and excludes amounts collected on behalf of third parties, such as goods and

services tax. Revenue was recognised as follows:

(i) Advertising fees

For revenues derived from advertising fees, the Group considers its performance obligations are

satisfied over time, on the basis that advertising services are provided and consumed by the customer

on a simultaneous basis, and so will recognise the related revenue as the performance obligation is

satisfied. Revenue is measured on an output method basis. Where amounts are received from

customers in advance of services being performed, the amounts are recognised as a contract liability in

the statement of financial position.

(ii) Rental sublease income

Revenue from rental sublease is recognised on a straight-line basis over the lease term.

(iii) Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the

effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts

through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

3.4 Income tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss

component of the Statement of Comprehensive Income, except to the extent that it relates to items

recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised

in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively

enacted at the reporting date in the countries where the Company and its subsidiaries operate and

generate taxable income.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and

liabilities in the financial statements and the corresponding tax bases used in the computation of

taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that

it is probable that taxable profits will be available against which those deductible temporary differences

can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference

arises from the initial recognition (other than in a business combination) of assets and liabilities in a

transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period

in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been

enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow

from the manner in which the Group expects, at the end of the reporting period, to recover or settle

the carrying amount of its assets and liabilities.

3.5 Goods and services tax

Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax

(GST) except:

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


11

• where the amount of GST incurred is not recovered from the taxation authority, it is recognised as

part of the cost of acquisition of an asset or as part of an item of expense; or

• for receivables and payables, which are recognised inclusive of GST.

The net amount of GST recoverable or payable to the taxation authority is included as part of

receivables or payables.

3.6 Foreign currency translation

Functional and presentation currency

The financial statements are presented in New Zealand dollars which is the Company’s functional and

presentation currency.

Transactions and balances

Transactions in foreign currencies are translated to the respective functional currencies of Group

entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated

in foreign currencies at the reporting date are retranslated to the functional currency at the exchange

rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are

measured at fair value are retranslated to the functional currency at the exchange rate at the date that

the fair value was determined. Foreign currency differences arising on retranslation are recognised in

profit or loss.

Group companies

The income and expenses of all of the Group’s entities that have a functional currency different from

the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities for each element on the statement of financial position presented are

translated at the closing rate at the date that the statement of financial position;

• Income and expenses for each element of profit or loss are translated at the average exchange rate

for the month which approximates the spot rate on the date of the transactions;

• All resulting exchange differences are recognised as a separate component of equity.

3.7 Financial instruments

Financial assets and financial liabilities are recognised in the Statement of Financial Position when the

Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are

directly attributable to the acquisition or issue of financial assets and financial liabilities (other than

financial assets and financial liabilities at fair value through profit or loss) are added to or deducted

from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair

value through profit or loss are recognised immediately in profit or loss.

3.8 Financial assets

Financial assets are measured at amortised cost or fair value on the basis of the Group’s business model

for managing the financial asset. The Group classifies the financial asset at amortised cost only if both

of the following criteria are met:

• the asset is held with a business model whose objective is to collect the contractual cash flows, and

• the contractual terms give rise to cash flows that are solely payments of principle and interest.

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


12

Financial assets at amortised cost

The Group holds receivables with the objective to collect the contractual cash flows, the cash flows are

solely payments of principal and interest, and therefore measures them subsequently at amortised cost

using the effective interest method less any impairment.

The Group’s financial assets at amortised cost include cash and cash equivalents, and trade receivables.

Cash and cash equivalents include cash in hand and deposits held on call with banks.

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on receivables. The amount of

expected credit losses is updated at each reporting date to reflect changes in credit risk since initial

recognition of the respective financial instrument.

The Group recognises lifetime expected credit losses (“ECL”) for receivables. The expected credit losses

on these financial assets are estimated using a provision matrix based on the Group’s historical credit

loss experience, adjusted for factors that are specific to the debtors, general economic conditions and

an assessment of both the current as well as the forecast direction of conditions at the reporting date,

including time value of money where appropriate.

3.9 Financial liabilities

Financial liabilities are classified as either financial liabilities ‘at fair value profit through profit or loss’

(“FVTPL”) or ‘other financial liabilities’. The Group has no financial liabilities at FVTPL.

Other financial liabilities

Other financial liabilities (including trade and other payables) are subsequently measured at amortised

cost using the effective interest method. The effective interest method is a method of calculating the

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

effective interest rate is the rate that exactly discounts estimated future cash payments (including all

fees and points paid or received that form an integral part of the effective interest rate, transaction

costs and other premiums or discounts) through the expected life of the financial liability, or (where

appropriate) a shorter period, to the net carrying amount on initial recognition.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or

expires. When an existing financial liability is replaced by another from the same lender on substantially

different terms, or the terms of an existing liability are substantially modified, such an exchange or

modification is treated as the derecognition of the original liability and the recognition of a new liability.

The difference in the respective carrying amounts is recognised in the statement of profit or loss.

3.10 Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive

obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be

required to settle the obligation.

3.11 Loss per share

Basic loss per share

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Group by the

weighted average number of ordinary shares outstanding during the financial period.

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


13

Diluted loss per share

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares

outstanding during the financial period, adjusted by the exchange ratio arising from share options

issued by the Group, to assume conversion of all dilutive potential ordinary shares.

3.12 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.

3.13 Share-based payments

For equity settled share-based payment transactions, the grant date fair value of options granted to

employees is recognised as an employee expense, with a corresponding increase in equity, over the

period in which the employees become unconditionally entitled to the options.

4 Critical accounting estimates and judgements

Estimates and judgements 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 preparation of financial statements in conformity with NZ IFRS requires the use of certain critical

accounting estimates judgments and assumptions that affect the application of accounting policies and

the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these

estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions of

accounting estimates are recognised in the period in which the estimates are revised and in any future

periods affected. The preparation of financial statements in conformity with NZ IFRS also requires

management to exercise its judgment in the process of applying the Group’s accounting policies. The

areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates

are significant to the financial statements are disclosed further in this note.

The Group 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 period are discussed below.

Going concern

Refer to note 3.1.

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


14

5 Expenses

5.1 Loss before income tax includes the following expenses:



6 Segment information

The Group was previously organised into one operating segment, that being the provision of mobile

phone enabled promotions and marketing services. The Group previously operated in Australia, New

Zealand and Singapore. The Group’s operations were discontinued in 2019. The segment information

reported does not include any amounts for the discontinued operations, which are described in more

detail in note 18. Following the discontinuation of the Group’s operations, the Group is organised into

one operating segment and one geographical segment in New Zealand.

The Operating segments are reported in a manner consistent with the internal reporting provided to

the chief operating decision maker. The chief operating decision maker is the Board of Directors.

7 Income tax



2020

2019

(audited)

(unaudited)

NZD

NZD

Directors' salary and fees-138,367

Directors' share-based payments-27,050

Fees paid to the auditor

For the current year audit15,000-

2020 2019

(audited)(unaudited)

NZD

NZD

Loss from continuing operations(15,160)(149,493)

Income tax calcuated at 28%(4,245)(41,858)

Tax receivable written off on liquidation-171

Non deductable share based payment-7,574

Tax effect of timing differences--

Current tax losses not recognised4,24534,113

Income tax expense--

Comprising:

Current income tax expense--

Deferred tax--

--

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


15



The Company has an unrecognised deferred tax asset in respect of computed tax losses of $6,116,998 -

tax effect of $1,712,759 (2019: computed tax losses of $6,116,840 - tax effect of $1,712,715) which are

available to be carried forward to reduce future income tax liabilities in New Zealand.

The Company’s Singaporean subsidiary has an unrecognised deferred tax asset in respect of computed

tax losses of $1,043,916 - tax effect of $177,466 (2019: computed tax losses of $1,146,016 - tax effect of

$194,823) which are available to be carried forward to reduce future income tax liabilities in Singapore.

Utilisation of the tax losses is subject to compliance with income tax legislation on continuity of

shareholders and/ or "business" activities and the availability of future taxable income.

The Board are of the view that it is not probable that the tax losses will be utilised in the foreseeable

future. The deferred tax benefit of those losses has therefore not been recognised in the statement of

financial position.




2020

2019

(audited)

(unaudited)

NZDNZD

Tax receivable

Balance at beginning of year

-158

Current tax--

Tax paid-13

Tax receivable written off on liquidation-(171)

--

Imputation Credit Account - New Zealand

31/03/2020

31/3/2019

(audited)(unaudited)

NZD

NZD

Opening balance6,842 6,829

Taxes paid/ (refunds received)- 13

Imputation credits available for use in subsequent periods

based on a tax rate of 28% (2019: 28%)

6,842 6,842

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


16

8 Earnings/(loss) per share



At 31 March 2020, there were no financial instruments that carried any shareholder dilution rights that

were considered to be dilutive (2019: nil). Accordingly, basic and diluted earnings/(loss) per share are

identical for the accounting periods being reported on.

9 Cash and cash equivalents



10 Trade and other payables



2020 2019

(audited)(unaudited)

NZD

NZD

Earnings/(loss) per share:

- from continuing operations(0.001) (0.009)

- from discontinued operations0.004 (0.054)

Total earnings/(loss) per share0.003 (0.063)

2020 2019

(audited)(unaudited)

Loss from continuing operations (NZ$)(15,160) (149,493)

Gain/(loss) from discontinued operations (NZ$)70,083 (914,892)

17,556,359 16,795,532

The earnings and weighted average number of ordinary shares used in the calculation of earnings/(loss)

per share are as follows:

Total number of ordinary shares used in the calculation of basic and

diluted earnings per share

2020 2019

(audited)(unaudited)

NZD

NZD

Cash at bank - on call1,659

9,838

1,659

9,838

2020 2019

(audited)(unaudited)

NZDNZD

Trade payables33,464 33,464

Accruals117,196 102,199

Other payables143,044 143,044

293,704 278,707

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


17

Refer to note 3.1 for further detail.

11 Snakk Media Pty receivable

The Company has previously advanced a loan of NZD3,278,276 to Snakk Media Pty Limited to support

its operations. Snakk Media Pty Limited is no longer part of the consolidated group (refer note 17).

Snakk Media Pty Limited has been placed in liquidation. The loan receivable due from Snakk Media Pty

Limited is considered to be unrecoverable.




12 Share capital

12.1 Issued and paid up capital

All shares issued are ordinary shares with no par value and rank equally with one vote attached to each

fully paid share.



2020 2019

(audited)(unaudited)

NZDNZD

Loan to Snakk Media Pty Ltd

Loan receivable3,278,2763,278,276

Allowance for expected credit loss(3,278,276)(3,278,276)

Total receivable from Snakk Media Pty Ltd--

Reconciliation of allowance for expected credit losses

Balance at the beginning of the year

(3,278,276)-

Impairment losses recognised on receivables

-(3,278,276)

Amounts written off as uncollectable

--

Balance at the end of the year

(3,278,276)(3,278,276)

No. of SharesNZD

Ordinary shares at 1 April 2018 (audited)16,262,24212,528,107

Ordinary shares issued during the year1,294,11755,000

Ordinary shares as at 31 March 2019 (unaudited)17,556,35912,583,107

Ordinary Shares as at 1 April 2019 (unaudited)17,556,35912,583,107

Ordinary shares issued during the year--

Ordinary shares as at 31 March 2020 (audited)17,556,35912,583,107

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


18

13 Share option reserve

The share option reserve is used to record the accumulated value of unexercised share options and

unvested share rights which have been recognised in the statement of comprehensive income. As at 31

March 2019, all share options had expired.


14 Share-based payments

The Group previously had an established share option plan that entitled selected directors, executives,

employees and contractors to purchase shares in the Company. In accordance with the terms of issue

of the options, holders were entitled to acquire shares at the price determined at the time the options

were issued. All options are to be delivered by physical delivery of shares.

As at 31 March 2019, all share options had expired.


15 Financial instruments

15.1 Categories of financial instruments



Refer to note 3.1 for further detail on the payables.

2020 2019

(audited)(unaudited)

Share option reserveNZDNZD

Balance at the start of the year-457,667

Share based payment-27,050

Options forfeited-(484,717)

Balance at the end of the year--

2020

2019

(audited)(unaudited)

NZD

NZD

Share-based payments to Directors-27,050

-27,050

2020 2019

(audited)(unaudited)

NZDNZD

Financial assets at amortised cost

Cash and cash equivalents1,6599,838

Total financial assets1,6599,838

Financial liabilities at amortised cost

Trade payables and other liabilities150,660135,663

Other payables143,044143,044

Total financial liabilities293,704278,707

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


19

16 Financial risk management

The Group is subject to a number of financial risks including market risk (including interest rate risk and

currency risk), liquidity risk and credit risk.

16.1 Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates

will affect the Group’s income or the value of its holdings of financial instruments. The objective of

market risk management is to manage and control the market risk exposures within acceptable

parameters, while optimising the return on risk. There is minimal market risk apart from foreign

exchange risk as detailed below.

16.2 Interest rate risk

Interest rate risk is the risk of loss to the Group arising from adverse changes in interest rates. The

Group's financing activities are exposed to interest rate risk in respect of its interest earning assets and

liabilities. Changes to interest rates can impact the Group's financial results by affecting the interest

earned on these assets and liabilities. There is minimal interest rate risk.

16.3 Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial

instrument fails to meet its contractual obligations and arises from cash and cash equivalents, deposits

with banks and the Group’s receivables. The Group’s maximum credit risk is represented by the carrying

value of these financial assets.

The Group currently has no amounts due from customers.

The credit risk associated with cash transactions and deposits is managed through the Group’s policies

that limit the use of counterparties to high credit quality financial institutions.

The Group has a loan receivable due from Snakk Media Pty Limited of NZD3,278,276 (note 11). Snakk

Media Pty Limited is in liquidation. The loan is not considered to be recoverable and has been fully

provided for.

16.4 Foreign exchange risk

The Group’s functional currency is the New Zealand dollar. The Group previously had operations in

Australia which exposed the Group to foreign currency risk. Subsequent to ceasing operations in 2019

and placing its subsidiaries into liquidations, the Group has minimal exposure to foreign currency risk

from operations.

16.5 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obligations associated with financial

liabilities as they fall due. The Company has recovered from liquidation through the support of its

creditors. The creditors have agreed to support the Company and not demand repayment until the

Company has sufficient funds available to pay outstanding balances (refer note 3.1).

16.6 Capital management

The Group’s objectives when managing capital comprising shareholders’ equity are to safeguard the

Group’s ability to continue as a going concern in order to provide returns to shareholders and benefits

to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The

capital requirements of the Group will be considered once the future purpose of the Group is

determined.

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


20

17 Subsidiaries



Snakk Media Pty Limited was placed into voluntary liquidation on 10 December 2018 at which point the

Group was considered to no longer control the subsidiary and ceased to consolidate the results of that

subsidiary from that date.

18 Discontinued operations

The Group ceased its operations in December 2019. The results of the Group’s previous operations and

ongoing costs related to the wind up of those operations are disclosed as discontinued operations.




Name of subsidiaryPrincipal activity

2020 2019

Controlled subsidiary included in the consolidated financial statements

Snakk Media PTE Limitednon trading (ceased operations in the

2019 year)

100%100%

Non-controlled subsidiary not included in the consolidated financial statements

Snakk Media Pty Limited

In liquidation100%100%

Equity holding

2020 2019

(audited)(unaudited)

NZDNZD

Revenue-3,305,358

Cost of sales-(1,271,716)

Other income-1,627

Expenses70,083(3,314,786)

Gain on deconsolidation of subsidiary-364,625

Gain/(loss) before income tax70,083(914,892)

Income tax expense--

Gain/(loss) after tax of discontinued operations70,083(914,892)

Other comprehensive gain/(loss) from discontinued operations70,083(914,892)

Earnings/(loss) per share for loss attributable to shareholders for discontinued operations:

- Basic and diluted loss per share0.0040(0.0545)

2020 2019

(audited)(unaudited)

NZDNZD

Net cashflows attributable to discontinued operations:

Net cash outflow from operating activities(8,339)(616,184)

Net cash inflow/(outflow) from investing activities--

Net cash outflow from financing activities-(737,658)

Net cash used by discontinued operations(8,339)(1,353,842)

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


21


19 Related party transactions

19.1 Snakk Media Pty Limited

Snakk Media Pty Limited is an uncontrolled subsidiary of the Company (refer note 17) and has been

recognised as a related party from the date it was deconsolidated from the Group.

At balance date $3,278,276 was receivable from Snakk Media Pty Limited (2019: $3,278,276). This

balance is not considered recoverable and has been fully provided for (note 11).

19.2 Directors’ remuneration


R Antulov, B King and M Reigel resigned as directors in 2019. No fees were paid to the remaining

director P James in the year ended 31 March 2020.

$66,856 remained payable to P James at balance date (2019: $66,856).

2020 2019

(audited)(unaudited)

NZDNZD

Expenses for the discontinued operations include:

Auditor's remuneration-(20,671)

Salaries and wages-2,034,761

Other staff benefits-116,839

Depreciation-4,849

Marketing and advertising-20,081

Other expenses8,3061,316,648

Loss on disposal of fixed assets-7,083

Foreign exchange (gain) / loss(78,389)(164,809)

Directors

fees

Share based

payments

Directors

fees

Share based

payments

(audited)(audited)(unaudited)(unaudited)

NZDNZDNZDNZD

P James- - 41,60421,906

R Antulov- - 30,5394,278

B King- - 48,724-

M Reigel- - 17,500866

Total remuneration of directors- - 138,36727,050

20192020

Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements

For the year ended 31 March 2020


22

20 Reconciliation of operating cash flows


21 Commitments

There were no capital commitments at balance date (2019: nil).

22 Significant events subsequent to the reporting date

In July 2020, an application was made to the High Court to restore the Company from liquidation. The

Company was restored from liquidation on 19 October 2020. As part of the restoration, the Company’s

sole director, Peter James, resigned and Angus Cooper, Roger Gower and Sean Joyce were appointed.

Prior to the application to restore the Company from liquidation, Mounterowen (a company controlled

by the current chair, Sean Joyce), with the approval of the Company’s liquidator, settled all of the

Company’s creditors such that by 30 September 2020 Mounterowen was the Company’s sole creditor.

On that date, pursuant to the High Court Order terminating the Company’s liquidation, Mounterowen

provided the Company with an undertaking in relation to amounts owed by the Company to

Mounterowen (refer note 3.1). Pursuant to this undertaking, Mounterowen has provided additional

loans to the Company totalling $100,509.

In October 2020 the Company reached agreement with certain wholesale investors to subscribe for,

and issue, 2,633,453 fully paid ordinary shares for $52,669.

On 9 July 2020 the Company gave approval for Snakk Media Pte Limited to be struck off the Singapore

Companies Register.

On 20 October 2020, the Company changed its name to Goodwood Capital Limited.

23 Contingent liabilities

There were no material contingent liabilities at 31 March 2020 (2019: nil).

2020 2019

(a udite d) (unaudited)

NZDNZD

Net gain/(loss) attributable to shareholders54,923(1,064,385)

Adjustments for:

Adjustments for movements in exchange rates(78,099)39,915

Gain on deconsolidation of subsidiary-(364,625)

Non cash component of loss from discontinued operations-(101,284)

Other non-cash adjustments--

(23,176)(1,490,379)

Movements in working capital:

(Increase)/decrease in trade and other receivables-1,949,914

Increase/(decrease) in trade payables and other liabilities14,997(1,513,794)

Decrease/(increase) in taxation receivable-158

Movement in working capital due to deconsolidation of

subsidiary

-400,062

Net cash outflows from operating activities(8,179)(654,039)





23


Level 9, 45 Queen Street, Auckland 1010

PO Box 3899, Auckland 1140

New Zealand

T: +64 9 309 0463

F: +64 9 309 4544

E: auckland@bakertillysr.nz

W: www.bakertillysr.nz


INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Goodwood Capital Limited (previously

Snakk Media Limited)

Report on the Audit of the Consolidated Financial Statements


Opinion

We have audited the consolidated financial statements of Goodwood Capital Limited (previously Snakk Media

Limited) and its subsidiary ('the Group') on pages 3 to 22, which comprise the consolidated statement of

financial position as at 31 March 2020, and the consolidated statement of comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,

and notes to the consolidated financial statements, including significant accounting policies.


In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

consolidated financial position of the Group as at 31 March 2020, and its consolidated financial performance

and its consolidated cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards ('NZ IFRS') and International Financial Reporting Standards (‘IFRS’).


Our report is made solely to the Shareholders of the Group. Our audit work has been undertaken so that we

might state to the Shareholders of the Group 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 Shareholders of the Group as a body, for our audit work, for our report

or for the opinions we have formed.


Basis for Opinion

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

Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of

the Consolidated Financial Statements section of our report. We are independent of the Group in accordance

with Professional and Ethical Standard 1 (Revised) International Code of Ethics for Assurance Practitioners

(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance

with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.


Other than in our capacity as auditor we have no relationship with, or interests in, Goodwood Capital Limited or

its subsidiary.




24


Material Uncertainty Related to Going Concern

We draw attention to Note 3.1 in the consolidated financial statements, which indicates that the Group has

reported net liabilities of $272,045. As well, Goodwood Capital Limited (previously Snakk Media Limited) (‘the

Company’) was placed into liquidation on 14 March 2019. Subsequent to the 31 March 2020 year end, the

Company’s debts were assumed by an entity controlled by the current Chair who also provided an undertaking

to provide reasonable financial support and the Company was restored from liquidation. The Board of Director’s

focus is to identify a suitable business opportunity to invest in through a reverse takeover transaction. As stated

in Note 3.1, these conditions, along with other matters as set forth in Note 3.1, indicate that a material

uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our

opinion is not modified in respect of this matter.


Key Audit Matters

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

of the consolidated financial statements of the current year. 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.

Key Audit Matter How our audit addressed the key audit matter

Deconsolidation of Snakk Media Pty Limited


As disclosed in Notes 1 and 17 of the Group’s

consolidated financial statements, the Group holds

100% of the shares of Snakk Media Pty Limited

(‘SMPL’). However, SMPL was placed into voluntary

administration on 10 December 2018, followed by

liquidation on 24 January 2019, at which point the

Group is considered to have lost control of the

subsidiary. SMPL was deconsolidated from the Group

after this date and has not been included in the audited

results for the year ended 31 March 2020.



The deconsolidation of SMPL was significant to our

audit due to the subjectivity and complexity of the

assessment of control of the subsidiary.




Our audit procedures, among others, included:

 Evaluating Management’s assessment of the Group’s loss of

control over SMPL, including the timing of that loss of control;

 Assessing the accuracy of the deconsolidation adjustments

recorded by Management; and

 Evaluating the disclosures related to the Group’s loss of

control of the subsidiary and the subsequent deconsolidation

in the Group’s consolidated financial statements.

Completeness of liabilities


As disclosed in Notes 3.1 and 10 of the Group’s

consolidated financial statements, the Group had trade

and other payables of $293,704 as at 31 March 2020.



Management has obtained confirmation from the

liquidators of all claims registered against the Group as

at 31 March 2020 and a confirmation from

Mounterowen Limited regarding the debts they have

assumed after year end.


The completeness of liabilities was significant to our

audit due to the inherent difficulty in ensuring

completeness over the claims against the Group.




Our audit procedures, among others, included:

 Obtaining audit confirmation from the liquidator regarding all

claims registered with the liquidator for the year ended 31

March 2020.





25


Other Matter

The consolidated financial statements of Goodwood Capital Limited for the year ended 31 March 2019 have

not been audited.


Information Other than the Financial Report and Auditor's Report Thereon

The Directors are responsible for the other information. The other information comprises the information

included in the Group’s annual report for the year ended 31 March 2020 (but does not include the consolidated

financial statements and our auditor’s report thereon).


Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of audit opinion or assurance conclusion thereon.


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

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

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

misstated.


If, based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard.


Responsibilities of the Directors for the Consolidated Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of the 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.


Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

consolidated financial statements.




26



As part of an audit in accordance with ISAs (NZ), we exercise professional judgement and maintain professional

scepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a

material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness

of the Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by management.

 Conclude on the appropriateness of the use of the going concern basis of accounting by the Directors and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions

that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that

a material uncertainty exists, we are required to draw attention in our auditor’s report to the related

disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our

opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the Group to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the consolidated financial statements, including

the disclosures, and whether the consolidated financial statements re present fairly the underlying

transactions and events in a manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business

activities within the Group to express an opinion on the consolidated financial statements. We are

responsible for the direction, supervision and performance of the group audit. We remain solely responsible

for our audit opinion.


We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies in internal control that we identify during

our audit.


We also provide the Directors with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.


From the matters communicated with the Directors, we determine those matters that were of most significance

in the audit of the consolidated financial statements of the current year and are therefore the key audit matters.

We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about




27


the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated

in our report because the adverse consequences of doing so would reasonably be expected to outweigh the

public interest benefits of such communication.


The engagement partner on the audit resulting in this independent auditor’s report is N S de Frere.




BAKER TILLY STAPLES RODWAY AUCKLAND

Auckland, New Zealand

5 November 2020

Goodwood Capital Limited (previously Snakk Media Limited)
Shareholder information

For the year ended 31 March 2020


28


Stock exchange listing

The Company’s shares are quoted on the NZX Main Board. Trading of shares on the NZX has been

suspended since 14 March 2019, following appointment of the liquidator.

As at 31 August 2020, the total number of ordinary shares on issue was 17,556,359. Distribution of

Security Holders (as at 31 August 2020) is set out below.



20 Largest registered holders of Quoted Equity Securities (as at 31 August 2020)



Substantial product holders

As at 31 March 2020 the following persons are substantial product holders according to the Company’s

records and disclosures under the Financial Markets Conduct Act 2013. The number of ordinary shares

and the percentage of voting securities set out below are taken from the relevant substantial product

holder notices.


Size of HoldingNumber%Number%

1-1,000401 28.83%283,028 1.61%

1,001-5,000622 44.71%1,520,898 8.66%

5,001-10,000190 13.66%1,291,319 7.36%

10,001-50,000138 9.92%2,673,032 15.23%

50,001-100,00019 1.37%1,307,011 7.44%

100,001 or more21 1.51%10,481,071 59.70%

1,391 100.00%17,556,359 100.00%

Number of Security HoldersNumber of Securities

Na meNo. of shares% of shares

Forsyth Barr Custodians Limited3,176,186


18.09%

Far East Associated Traders Limited2,038,632


11.61%

Yee Industries Limited

1,294,117 7.37%

New Zealand Central Securities Depository Limited575,851

3.28%

Kaupapa Uka Limited

400,000 2.28%

Leveraged Equities Finance Limited354,152

2.02%

Geoffrey John Handley284,759

1.62%

Mclaren Machinery Limited273,617

1.56%

Ross Dix Harvey216,000 1.23%

JBWere (NZ) Nominees Limited214,833

1.22%

Investment Custodial Services Limited176,937

1.01%

John Handley173,477

0.99%

Glenn Stephen Walsh166,333 0.95%

Grant Baker & Donna Baker & Lewis Grant164,185

0.94%

China Scot International Limited

161,207 0.92%

John Dennis Stumbles152,319 0.87%

JBWere (NZ) Nominees Limited150,000 0.85%

Gordon Kenneth Nolan142,000 0.81%

Custodial Services Limited135,013 0.77%

Mudsmith Trustee Limited127,716 0.73%

No. of shares% of shares

Manji Family Trust2,967,376 16.90%

Far East Associated Traders Limited2,038,632 11.61%

Yee Industries Ltd1,294,117 7.37%

Goodwood Capital Limited (previously Snakk Media Limited)
Shareholder information

For the year ended 31 March 2020


29

Interests register

There were no entries in the interest register during the year.

Directors’ relevant interest in equity securities

Nil

Directors’ remuneration

No remuneration was provided to directors during the year ended 31 March 2020.

Directors' indemnification

The Company indemnifies all current directors of the Group against all liabilities (other than to a

member of the Group) which arise out of the performance of their normal duties as directors, unless

the liability relates to conduct involving lack of good faith.

Directors' disclosures

The directors of the Company and its subsidiaries at 31 March 2020 were:


Employee remuneration

There was no remuneration or other benefits paid to employees during the year ended 31 March 2020.

Donations

No donations were made by the Group during the year ended 31 March 2020.

Auditor

Baker Tilly Staples Rodway is the auditor for the Group. Audit fees due and payable to the auditor for

the year ended 31 March 2020 were $15,000.

Baker Tilly Staples Rodway provided no other services to the Group apart from the audit of the

consolidated financial statements.

NZX Corporate Governance Code

As the Company was in liquidation until 19 October 2020 and the directors had no power while a

liquidator was appointed, the Company did not seek to comply with the NZX Corporate Governance

Code. Upon restoration from liquidation on 19 October 2020, the reconstituted board has adopted

governance policies which substantially comply with all aspects of the NZX Corporate Governance Code.

Dire ctorCompanySta tus

P JamesSnakk Media LtdIndependent, Non-executive

G SaminathanSnakk Media Pte LtdNon-executive

J WilliamsSnakk Media Pty LtdNon-executive

Goodwood Capital Limited (previously Snakk Media Limited)
Director Biographies



30


On 19 October 2020 the Board of the Company was reconstituted with the following directors

appointed in place of Peter James who resigned with effect from that date.

Sean Joyce, Non-executive Chair

Sean has over 25 years’ experience in the corporate sector as a corporate lawyer and a market

participant. He is a principal of his own corporate law firm and is a principal of Auckland-based capital

markets advisory firm and NZX Sponsor, CM Partners Limited.

Sean has a particular focus on the capital markets and securities laws – regulatory compliance,

compliance listings, reverse listings, fund raising and offerings of various types of securities in New

Zealand. Sean has been involved in a large number of IPOs, reverse listings and takeovers of listed

companies in New Zealand and Australia.

Sean is a non-executive director of several small cap listed companies and is a non-executive director of

several significant privately-held companies. Sean is a Chartered Member of the Institute of Directors

(CMinstD), and will Chair the Board of the Company.

Sean holds a Bachelor of Arts and a Bachelor of Laws (Honours) from Auckland University.

Roger Gower, Independent Director, Chair of Audit Committee

Roger has wide experience as a company executive, director and Chairman in both public and private

companies. He is currently Chairman of PrimePort Timaru Limited and New Zealand Food Innovation

Auckland Limited (the Food Bowl). Roger is also an independent director of NZX-listed Me Today

Limited and the Chief Executive of New Zealand's Best Food & Beverage Limited (which has developed

wellbeing products under the Douglas Nutrition brand). He was also Chairman at the juice company

Charlie's which listed in 2005 and, prior to that, had a corporate career in logistics and transportation.

Roger has a BCom from the University of Auckland, an MBA from Massey University and an MPhil from

the University of Cambridge.

Angus Cooper, Independent Director

Angus has 30 years of commercial experience in the public company arena — the majority of which

being in strategic General Management roles within EBOS Group Limited. He was also GM of mergers

and acquisitions for over 10 years, completing 25 acquisitions and five divestments for the group.

More recently, Angus has worked in an advisory capacity for Synlait Milk, assisting with its acquisition of

Dairyworks and Talbot Forest Cheese and its divestment of Deep South Ice Cream. Complimenting his

executive and management experience, Angus was a director of Animates Pet Stores for over seven

years. He has broad experience across a range of sectors including: retail, healthcare products,

pharmaceuticals, FMCG, scientific, dairy logistics, automotive, engineering, print / pre-press and animal

care.

Goodwood Capital Limited (previously Snakk Media Limited)
Company directory



31


Company number 3202682


Incorporated 20 November 2010


Registered office 84 Coates Avenue

Orakei

Auckland


Share register Link Market Services Limited

PO Box 91976, Auckland 1142

Phone: 09 3755999


Auditor Baker Tilly Staples Rodway

Tower Centre, 45 Queen Street

Auckland 1010, New Zealand


Solicitors Chapman Tripp

Level 35, ANZ Centre

23-29 Albert Street

Auckland, 1010


Bankers ANZ Bank Limited

Auckland


Board of Directors P James (resigned 19 October 2020)

S Joyce (Non-Executive Chair) appointed 19 October 2020

R Gower (Independent) appointed 19 October 2020

A Cooper (Independent) appointed 19 October 2020

---

Goodwood Capital Limited
PO Box 105 745

Auckland 1143

https://goodwoodcapital.co.nz/



Results for announcement to the market

Name of issuer

Goodwood Capital Limited (GWC)

Reporting Period 12 months to 31 March 2020

Previous Reporting Period 12 months to 31 March 2019

Currency NZD


Amount (000s) Percentage change

Revenue from continuing

operations

NIL Not Applicable

Total Revenue NIL Not Applicable

Net profit/(loss) from

continuing operations

$(15,160) 986%

Total net profit/(loss) $(23,176) 4,420%

Interim/Final Dividend

Amount per Quoted Equity

Security

NIL. The company does not intend to pay a dividend in the

foreseeable future.

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

0.01549553 $0.01417543

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

The above figures should be read together with the full financial

statements, including the notes to the financial statements. No

reliance should be placed on these figures as an indicator of the

future performance or position of the Company, given the

company was in liquidation throughout the reporting period.

Refer also to Company restructure announcement released to the

market on 30 October 2020. In addition, the Company anticipates

completion of the transfer of its share registry management to Link

Market Services by 9am on Monday 16 November 2020. The

company intends to apply to NZX Regulation to reinstate Quotation of

its ordinary shares in the near future.

Authority for this announcement

Name of person


authorised

to make this announcement

Sean Joyce

Contact person for this

announcement

Roger Wallis (Chapman Tripp), Legal Adviser to the Company

Contact phone number +64 9 357 9000

Contact email address roger.wallis@chapmantripp,com

Date of release through MAP


6 November 2020


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.

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