Unaudited interim financials / further restructure steps

1
Goodwood Capital Limited
PO Box 105 745
Auckland 1143


Goodwood Capital Limited (NZX: GWC)

The Board of Goodwood Capital Limited (NZX: GWC) has today announced the unaudited half-year
financial results of the business for the six months ended 30 September 2020 (HY2021).

Half year results announcement for the six months ended 30 September 2020

Results for announcement to the market
Name of issuer Goodwood Capital Limited (NZX: GWC)
Reporting Period 6 months to 30 September 2020
Previous Reporting Period 6 months to 30 September 2019
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$- (-)%
Total Revenue $- (-)%
Net profit/(loss) from
continuing operations
$(45) 42,222%
Total net profit/(loss) $(57) (204)%
Interim/Final Dividend
Amount per Quoted Equity
Security
The company does not propose to pay a dividend at this time.
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
$(0.0181)
(as at 30 September 2020)
$(0.0155)
(as at 31 March 2020)
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 unaudited
interim financial statements, including the notes to those
unaudited interim 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 interim reporting period.

2
Authority for this announcement
Name of person authorised to
make this announcement
Sean Joyce
Contact person for this
announcement
Sean Joyce
Contact phone number
+64 21 865 704
Contact email address sean@corporate-counsel.co.nz
Date of release through MAP 17 November 2020

Ends

---

GOODWOOD CAPITAL LIMITED

Unaudited Interim Financial Statements

For the six months ended 30 September 2020

Goodwood Capital Limited
Unaudited Interim Financial Statements
For the six months ended 30 September 2020



1

Table of Contents

Letter from the Chair 2
Consolidated statement of comprehensive income 4
Consolidated statement of changes in equity 5
Consolidated statement of financial position 6
Consolidated statement of cash flows 7
Notes to the consolidated financial statements 8

Goodwood Capital Limited
PO Box 105 745
Auckland 1143


2



17 November 2020

Further steps in Company restructure
Following the Company’s removal from liquidation pursuant to an order of the High Court dated 9 October
2020, the Board’s immediate focus is on restructuring the Company with a view to seeking the lifting of the
trading suspension in the Company’s shares that was imposed when the Company was originally placed
into liquidation several years ago.
The Company continues to work with NZX to advance the lifting of the suspension on the trading on the
Company’s shares and will report to shareholders with any material developments in that regard.
The Board is actively looking to identify a suitable business opportunity to invest in and/or acquire through
a reverse takeover transaction (RTO). Currently, there are no initiatives being investigated, but the
Company will provide the market with any updates as to material developments in due course.
Mounterowen Limited (Mounterowen) (a company controlled by director Sean Joyce) has continued to
support the Company. Initially Mounterowen acquired all outstanding liquidation debts of approximately
$250,000 and has agreed to defer the repayment of that debt. For further details of the deferment, please
refer to the going concern note on page 8 of the financial statements comprised in this report.
Subsequently, Mounterowen has also made several additional 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. 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.
When the new Board assumed their roles as directors of the Company, the Company had no cash reserves,
and no assets, other than a cash bond held by NZX. In order to provide the Company with additional
working capital to fund the costs associated with the Company being listed, the Company has undertaken a
capital raise of $52,669 through the issue of 2,633,451 new ordinary shares to wholesale investors at an
issue price of 2 cents per share. The new shares were issued on 13 November 2020.
In addition, with a view to strengthening the Company’s balance sheet, and to provide additional working
capital which the Company can deploy against the payment of potential costs to be incurred in advancing
an RTO, when a suitable opportunity is identified, the Board proposes to seek the approval of shareholders
to the following two initiatives at the Annual Meeting of the Company to be held in December 2020:
 The capitalisation of up to $200,000 of the loan advances previously made by Mounterowen
Limited into new shares in the Company, at an issue price of 2 cents per share.

 The issue of 5 million new ordinary fully paid shares to wholesale investors, at an issue price of 2
cents per share, to raise $100,000.

Goodwood Capital Limited
PO Box 105 745
Auckland 1143


3

Company’s financial position
The Company’s financial position at 17 November 2020, following the $52,669 capital raise noted above, is
shown in the table below.
The table also shows a proforma balance sheet which reflects the potential financial position of the
Company as at 17 November 2020, had the conversion of $200,000 of the Mounterowen loan, and the
$100,000 capital raise, occurred at this date.



Result
The financial result for the Group for the six months ended 30 September 2020 is a loss after taxation of
NZD $57,481 which is largely due to costs associated with the Company’s removal from liquidation, and
accounting and administration costs.
The Company intends to hold an annual meeting of shareholders in mid December 2020 and will confirm
the date and provide details of the venue in due course.

Yours sincerely

Sean Joyce
Chair
Goodwood Capital Limited

As at
17 Nov 2020
Proforma
17 Nov 2020
NZ$NZ$
Assets
Cash38,000 138,000
Receivables and other current assets37,000 37,000
NZX bond20,000 20,000
Total assets95,000 195,000
Liabilities
Payables32,000 32,000
Loan advances - Mounterowen Limited
349,000 149,000
Total liabilities381,000 181,000
Net (liabilities)/assets(286,000) 14,000
Net tangible asset backing per share(0.0142)0.0004

Goodwood Capital Limited
Consolidated statement of comprehensive income
For the six months ended 30 September 2020



These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.

4




6 mths ended6 mths ended
30 Sep 202030 Sep 2019
(unaudited)(unaudited)
Note
NZ$NZ$
Continuing operations
Revenue --
Administrative expenses1(45,285)(107)
Loss before income tax(45,285)(107)
Income tax expense--
Loss from continuing operations(45,285)(107)
Discontinued operations
(Loss)/gain from discontinued operations (net of tax)6(12,196)55,114
(Loss)/gain from discontinued operations(12,196)55,114
Net (loss)/gain after taxation attributable to shareholders(57,481)55,007
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translation of foreign operations12,196(63,134)
Total comprehensive loss for the period attributable to shareholders(45,285)(8,127)
Total comprehensive loss for the period attributable to shareholders
Continuing operations(45,285)(107)
Discontinued operations-(8,020)
(45,285)(8,127)
Earnings/(loss) per share from continuing operations:
- basic and diluted loss per share (NZ$)3(0.0026)(0.0000)
Earnings/(loss) per share from continuing and discontinued operations:
- basic and diluted (loss)/earnings per share (NZ$)3(0.0033)0.0031

Goodwood Capital Limited
Consolidated statement of changes in equity
For the six months ended 30 September 2020



These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.

5






Foreign
currency
Share
capital
Accumulated
losses
translation
reserve
Total
Equity
NZ$NZ$NZ$NZ$
Balance at 1 April 2019 (audited)12,583,107(12,767,382)(64,594)(248,869)
Loss attributable to shareholders of the company-55,114-55,114
Exchange differences on translating overseas subsidiary--(63,134)(63,134)
Balance at 30 September 2019 (unaudited)12,583,107(12,712,268)(127,728)(256,889)
Balance at 1 April 2020 (audited)12,583,107(12,712,459)(142,693)(272,045)
Loss attributable to shareholders of the company-(57,481)-(57,481)
Exchange differences on translating overseas subsidiary--12,19612,196
Balance at 30 September 2020 (unaudited)12,583,107(12,769,940)(130,497)(317,330)

Goodwood Capital Limited
Consolidated statement of cash flows
For the six months ended 30 September 2020



These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.

6




For and on behalf of the Board:



Director Director

Dated: 17 November 2020
30 Sep 202031 Mar 2020
(unaudited)(audited)
Note
NZ$NZ$
ASSETS
Current assets
Cash and cash equivalents1,515 1,659
Receivables and other current assets19,982 -
Total current assets21,497 1,659
Non current asset
NZX bond20,000 20,000
Total non-current assets20,000 20,000
Total assets41,497 21,659
LIABILITIES
Current liabilities
Trade and other payables51,240 293,704
Total current liabilities51,240 293,704
Non-current liabilities
Loan advances (unsecured)5307,587 -
Total non-current liabilities307,587 -
Total liabilities358,827 293,704
Net assets/(liabilities)
(317,330)(272,045)
EQUITY
Share capital12,583,107 12,583,107
Accumulated losses(12,769,940)(12,712,459)
Foreign currency translation reserve(130,497)(142,693)
Total equity
(317,330)(272,045)

Goodwood Capital Limited
Consolidated statement of cash flows
For the six months ended 30 September 2020



These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.

7




6 mths ended6 mths ended
30 Sep 202030 Sep 2019
(unaudited)(unaudited)
Note
NZ$NZ$
Cash flows used in operating activities
Payments to suppliers(144)(8,119)
Net cash flows used in operating activities
7
(144)(8,119)
Cash flows from investing activities--
Cash flows from financing activities--
Net decrease in cash and cash equivalents
(144)(8,119)
Cash and cash equivalents at the beginning of the period
1,6599,838
Cash and cash equivalents at the end of the period
1,5151,719

Goodwood Capital Limited
Condensed notes to the consolidated financial statements
For the six months ended 30 September 2020


8
A. General Information
These unaudited interim consolidated financial statements are for Goodwood Capital Limited (“the
Company”) and its subsidiary, Snakk Media Pte. Limited (together “the Group”).
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. Its registered office is at 84 Coates Avenue,
Orakei, Auckland.
Snakk Media Pte. Limited is registered and domiciled in Singapore. On 9 July 2020 the Company gave
approval for Snakk Media Pte. Limited to be struck off the Singapore Companies Register.
The Group is currently non trading.
There are no seasonal or cyclical influences on these interim results.

B. Summary of Significant Accounting Policies
Basis of preparation
These unaudited interim consolidated financial statements for the six months ended 30 September 2020
have been prepared in accordance New Zealand Generally Accepted Accounting Practice (“NZ GAAP”),
with New Zealand Equivalent to International Accounting Standard 34: Interim Financial Reporting
(“NZ IAS 34”) and with International Accounting Standard 34: Interim Financial Reporting (“IAS 34”).
The Company is registered under the Companies Act 1993 and is an FMC reporting entity under the
Financial Markets Conduct Act 2013. The Company is listed on the NZX Market. 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 interim consolidated financial statements do not include all of the notes of the type normally
included in an annual financial report. Accordingly, this report should be read in conjunction with the
financial statements included in the annual report for the year ended 31 March 2020 which have been
prepared in accordance with New Zealand equivalents to International Financial Reporting Standards
(“NZ IFRS”) and International Financial Reporting Standards (“IFRS”).
The interim consolidated financial statements are presented in New Zealand dollars.
The interim consolidated financial statements are unaudited. The comparative information as at
31 March 2020 is audited.
Going concern
The Group ceased operations in December 2018 and the Company was placed into liquidation on
14 March 2019. An application to the High Court to restore the Company from liquidation was approved
on 9 October 2020. The Company was restored from liquidation on 19 October 2020.
As at 30 September 2020 the Group has reported net liabilities of $317,330 (30 September 2019:
$256,889).
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.

Goodwood Capital Limited
Condensed notes to the consolidated financial statements
For the six months ended 30 September 2020


9
For this reason, the Board of Directors considers the adoption of the going concern basis in preparing the
financial statements for the six months ended 30 September 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 November 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 interim 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:
During the six months ended 30 September 2020, Mounterowen Limited (‘Mounterowen’) acquired
$248,706 of the Group’s debts. Separately, in September and October 2020, 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 controlled by 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;
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.
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 and
Mounterowen’s undertaking to provide financial support 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.

Goodwood Capital Limited
Condensed notes to the consolidated financial statements
For the six months ended 30 September 2020


10
Accounting policies
The interim consolidated financial statements have been prepared using the same accounting policies
and methods of computation detailed in the audited financial statements for the year ended 31 March
2020. For details of the accounting policies please refer to the 2020 Annual Report.
These unaudited interim consolidated financial statements have been approved for issue by the Board of
Directors on 17 November 2020.

Goodwood Capital Limited
Condensed notes to the consolidated financial statements
For the six months ended 30 September 2020


11
1 Administrative expenses


2 Segment information
Following the discontinuation of the Group’s operations in December 2018, 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. The
segment information reported does not include any amounts for the discontinued operations, which are
described in more detail in note 6.

3 Loss per share


6 mths ended6 mths ended
30 Sep 202030 Sep 2019
(unaudited)(unaudited)
NZ$NZ$
Accounting fees(24,240)-
Audit fees(7,500)-
Legal fees(9,300)-
NZX fees(4,100)-
Other expenses(145)(107)
(45,285)(107)
6 mths ended6 mths ended
30 Sep 202030 Sep 2019
(unaudited)(unaudited)
Basic & diluted (loss)/earnings per share (NZ$):
From continuing operations(0.0026)(0.0000)
From discontinued operations(0.0007)0.0031
Total (loss)/earnings per share(0.0033)0.0031
6 mths ended6 mths ended
30 Sep 202030 Sep 2019
Loss from continuing operations (NZ$)(45,285)(107)
Loss/(gain) from discontinued operations (NZ$)(12,196)55,114
(57,481)55,007
17,556,35917,556,359
Weighted average number of ordinary shares used in the calculation of
basic and diluted loss per share
The losses and weighted average number of ordinary shares used in the calculation of loss per share are
as follows:

Goodwood Capital Limited
Condensed notes to the consolidated financial statements
For the six months ended 30 September 2020


12
At 30 September 2020, there were no financial instruments that carried any shareholder dilution rights
that were considered to be dilutive (2019: nil). Accordingly, basic and diluted loss per share are identical
for the accounting periods being reported on.

4 Net tangible asset backing


Net tangible assets are calculated as total assets minus intangible assets, and less all liabilities.

5 Related party transactions
During the six months ended 30 September 2020, Mounterowen Limited, a company controlled by the
current chair, Sean Joyce, acquired $248,706 of the Group’s debts.
On 10 September 2020, Mounterowen made an additional loan advance of $58,881 to the Company, at
an interest rate of 5% per annum, 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 has provided an undertaking to the Company dated 28 September 2020 that it 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 (refer Going
Concern note on page 8).



30 Sep 202031 Mar 2020
(unaudited)(audited)
Net tangible assets/(liabilities) (NZ$)(317,332)(272,045)
Issued shares at balance date17,556,359 17,556,359
Net tangible assets/(liabilities) per share (NZ$)(0.0181)(0.0155)
30 Sep 202031 Mar 2020
(unaudited)(audited)
NZ$NZ$
Loan advances from Mounterowen Limited307,587-
307,587-

Goodwood Capital Limited
Condensed notes to the consolidated financial statements
For the six months ended 30 September 2020


13
6 Discontinued operations
The Group ceased its operations in December 2018. The results of the Group’s previous operations and
ongoing costs related to the wind up of those operations are disclosed as discontinued operations.







6 mths ended6 mths ended
30 Sep 202030 Sep 2019
(unaudited)(unaudited)
NZ$NZ$
Accounting fees-(8,216)
Foreign exchange (loss)/gain(12,196)63,330
(Loss)/gain before income tax(12,196)55,114
Income tax expense--
(Loss)/gain after tax from discontinued operations(12,196)55,114
Comprehensive gain/(loss) from discontinued operations(12,196)55,114
(Loss)/earnings per share for loss attributable to shareholders for discontinued operations:
- Basic and diluted (loss)/gain per share(0.0007)0.0031
6 mths ended6 mths ended
30 Sep 202030 Sep 2019
(unaudited)(unaudited)
NZ$NZ$
Net cashflows attributable to discontinued operations:
Net cash outflows from operating activities-(8,226)
Net cash flows from investing activities--
Net cash flows from financing activities--
Net cash used by discontinued operations-(8,226)

Goodwood Capital Limited
Condensed notes to the consolidated financial statements
For the six months ended 30 September 2020


14
7 Reconciliation of operating cash flows


8 Contingent liabilities
There are no contingent liabilities as at 30 September 2020 (30 September 2019: nil).

9 Commitments
There are no commitments as at 30 September 2020 (30 September 2019: nil)

10 Events subsequent to interim balance 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.
In October 2020 Mounterowen (a company controlled by the current chair, Sean Joyce) provided an
additional loan to the Company of $41,630.
In October 2020, the Company reached agreement with certain wholesale investors to subscribe for, and
issue, 2,633,451 fully paid ordinary shares for $52,669. The shares were issued on 13 November 2020.
On 20 October 2020, the Company changed its name to Goodwood Capital Limited.

6 mths ended6 mths ended
30 Sep 202030 Sep 2019
(unaudited)(unaudited)
NZ$NZ$
Net loss after taxation(57,481)55,007
Adjustments for:
Non cash component of loss/(gain) from discontinued operations12,196(63,134)
Other non-cash adjustments--
(45,285)(8,127)
Movements in working capital
(Increase)/decrease in receivables and other current assets(19,982)-
(Decrease)/increase in trade and other payables(242,464)8
Increase/(decrease) in loan advances307,587-
Net cash outflows from operating activities(144)(8,119)