Full Year Results to 31 March 2021 / Annual Report
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 preliminary financial
results of the business for the twelve months ended 31 March 2021.
Full year results announcement for the 12 months ended 31 March 2021
Results for announcement to the market
Name of issuer Goodwood Capital Limited (NZX: GWC)
Reporting Period 12 months to 31 March 2021
Previous Reporting Period 12 months to 31 March 2020
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$- -%
Total Revenue $- -%
Net profit/(loss) from
continuing operations
$(177) 1,065%
Total net profit/(loss) $(307) 1,226%
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
$(0.0045) $(0.0155)
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer to the Annual Report that accompanies this announcement.
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 26 May 2021
Audited financial statements accompany this announcement.
Ends
---
Snakk Media Ltd
Letter from the Chair
For the year ended 31 March 2020
GOODWOOD CAPITAL LIMITED
Annual Report
For the year ended 31 March 2021
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
Independent auditor’s report 23
Shareholder information 28
Director biographies 31
Corporate governance statement 32
Company directory 37
Goodwood Capital Limited
PO Box 105 745
Auckland 1143
2
25 May 2021
During the course of the financial year ended 31 March 2021, the following material events have
occurred:
Company restructure
On 9 October 2020, the Company was removed from liquidation pursuant to an order of the High Court.
On 24 November 2020 the trading suspension in the Company’s shares that was imposed when the
Company was originally placed into liquidation several years ago, was lifted.
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.
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
undertook 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 Company issued the following new
ordinary fully paid shares on 15 December 2020:
6,250,000 new ordinary fully paid shares to wholesale investors, at an issue price of 2 cents per
share, to raise $125,000; and
6,249,999 new ordinary fully paid shares to Mounterowen Limited, at an issue price of 2 cents per
share, which comprised the capitalisation of $124,999 of the loan advances previously made by
Mounterowen Limited to the Company.
Annual Result for the FY ended 31 March 2021
The financial result for the Group for the financial year ended 31 March 2021 is a loss after taxation of
NZD $307,206. $130,610 of this loss relates to an accounting requirement to reclassify to the profit or
loss, the balance in the foreign currency translation reserve on the wind up of the Company’s
Singaporean subsidiary. Operational costs of $176,596 were largely due to costs associated with the
Company’s removal from liquidation, and accounting and administration costs.
Going Forward
The Board is actively looking to identify a suitable business opportunity to invest in and/or acquire
through a reverse takeover transaction (RTO). Discussions have been had with several potential
acquisition targets to date, but none of those discussions have developed into a tangible transaction to
date.
3
What is an RTO?
An RTO is a transaction structured such that the Company would acquire 100% of the business assets,
or the shares in the company that owns the business assets, in consideration for the payment of cash
and/or the issue of new shares in the Company, to the vendors, to fund the acquisition.
The new business acquired would then effectively become a subsidiary of the Company (the listed
company), trading on the NZX Main Board. The stakeholders in the business acquired, would ultimately
become shareholders in the Company as part of the RTO, and would have representation at the Board
level as appropriate.
In conjunction with the RTO process, the Company would seek to raise additional growth capital to
assist in funding the future growth of the business.
Investment Criteria
The Board is focusing on business opportunities that satisfy one or more of the following investment
criteria:
The business has excellent personnel and management
The business operates in an attractive and positive business sector
The business has a robust business model
The business has solid historical earnings, or alternatively has a sound business platform from
which to implement its business plan and generate strong earnings in the future;
The business owns proprietary intellectual property
The business has potential to grow organically, via acquisition, or through the further investment
in capital plant
The business has the potential to scale internationally
The business would benefit from being able to raise additional capital on the market
Is likely to generate superior returns for the Company and its existing shareholders
The Board continues to investigate all credible investment opportunities that may present themselves
and are hopeful of having a transaction underway during the course of this calendar year.
Yours sincerely
Sean Joyce
Chair
Goodwood Capital Limited
Consolidated statement of comprehensive income
For the year ended 31 March 2021
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
4
2021 2020
Note
NZ$NZ$
Continuing operations
Revenue--
Administrative expenses5(174,170)(15,160)
Interest expense5(2,426)-
Loss before income tax(176,596)(15,160)
Income tax expense7--
Loss from continuing operations(176,596)(15,160)
Discontinued operations
Gain/(loss) from discontinued operations (net of tax)17(12,083)70,083
Transfer from foreign currency reserve on wind up of subsidiary17(130,610)-
Gain/(loss) from discontinued operations(142,693)70,083
Net gain/(loss) after taxation attributable to shareholders(319,289)54,923
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translation of foreign operations12,083(78,099)
Total comprehensive loss for the year attributable to shareholders(307,206)(23,176)
Total comprehensive loss for the year attributable to shareholders
Continuing operations(176,596)(15,160)
Discontinued operations(130,610)(8,016)
(307,206)(23,176)
Earnings/(loss) per share from continuing operations:
- basic and diluted loss per share (NZ$)8(0.008)(0.001)
Earnings/(loss) per share from continuing and discontinued operations:
- basic and diluted (loss)/earnings per share (NZ$)8(0.014)0.003
Goodwood Capital Limited
Consolidated statement of changes in equity
For the year ended 31 March 2021
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
5
Note
Share
capital
Accumulated
losses
Foreign
currency
translation
reserve
Total Equity
NZ$NZ$NZ$NZ$
Balance at 1 April 201912,583,107 (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 202012,583,107 (12,712,459) (142,693) (272,045)
Balance at 1 April 202012,583,107 (12,712,459) (142,693) (272,045)
Loss attributable to shareholders of the company-(319,289) 130,610 (188,679)
Exchange differences on translating overseas subsidiary-- 12,08312,083
Total comprehensive gain/(loss) for the year-(319,289) 142,693 (176,596)
Issue of ordinary shares
13 302,669-- 302,669
Balance at 31 March 202112,885,776 (13,031,748)- (145,972)
Goodwood Capital Limited
Consolidated statement of financial position
As at 31 March 2021
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
6
The financial statements were approved by the Board on 25 May 2021.
Signed on behalf of the board by:
Sean Joyce Roger Gower
Director Director
2021 2020
Note
NZ$NZ$
ASSETS
Current assets
Cash and cash equivalents
9
51,3681,659
Receivables and other current assets
10
27,305-
Total current assets78,6731,659
Non-current assets
NZX bond20,00020,000
Total non-current assets20,00020,000
Total assets98,67321,659
LIABILITIES
Current liabilities
Trade and other payables1226,582293,704
Total current liabilities26,582293,704
Non-current liabilities
Loan advances (unsecured)18.1218,063-
Total non-current liabilities218,063-
Total liabilities244,645293,704
Net assets
(145,972)(272,045)
EQUITY
Share capital1312,885,776 12,583,107
Accumulated losses(13,031,748) (12,712,459)
Foreign currency translation reserve-(142,693)
Total equit
y
(145,972)(272,045)
Goodwood Capital Limited
Consolidated statement of cash flows
For the year ended 31 March 2021
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
7
2021 2020
NoteNZ$NZ$
Cash flows from operating activities
Payments to suppliers and employees
(127,960)(8,179)
Net cash used in operations
19
(127,960)(8,179)
Net cash used in investing activities--
Cash flows from financing activities
Proceeds from issue of share capital177,669-
Net cash from financing activities177,669-
Net increase/(decrease) in cash and cash equivalents49,709(8,179)
Cash and cash equivalents at the beginning of the period1,6599,838
Cash and cash equivalents at the end of the period
51,3681,659
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
8
1 General information
The consolidated financial statements comprise Goodwood Capital Limited (“the Company”) and its
subsidiary, Snakk Media Pte. Limited (together the “Group”). The results of Snakk Media Pte. Limited
are included in the consolidated financial statements up until that subsidiary was removed from the
Singapore Companies Register on 16 December 2020.
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 Pte. Limited was registered
and domiciled in Singapore.
The Group is currently non‐trading.
The consolidated financial statements are presented in New Zealand dollars.
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. 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 has not early adopted any standards, interpretations or amendments that have been issued
but are not yet effective.
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
9
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. 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 31 March 2021 the Group has reported net liabilities of $145,972 (2020: $272,045). The Group
incurred a loss for the year of $307,206 (2020: $23,176).
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 2021 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 25 May 2021, 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:
During the year to 31 March 2021, Mounterowen Limited (‘Mounterowen’) acquired $249,000 of the
Group’s debts. Separately, Mounterowen has also made several loan advances amounting to $92,000 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.
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
10
On 18 April 2021 Mounterowen provided the Company with a further undertaking extending the period
of commitment noted in items 1,3 and 4 above until 12 months from the date of approval of the
Company’s 2021 annual financial statements. In addition, Sean Joyce provided the company with a
personal undertaking to provide all 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 from the date of approval of the annual financial statements.
In the Directors’ considered view the current available funds, together with the undertakings 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 continued external support 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.
Notwithstanding the above, if the financial statements were prepared on a basis other than going
concern, there would be no material changes to the amounts disclosed. The long‐term assets and
liabilities would be reclassified to current, but the balances would be unaffected.
3.2 Basis of consolidation
Subsidiaries are 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
(i) 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.
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
11
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:
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
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
12
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; and
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 Consolidated 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 principal and interest.
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 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.
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
13
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 Consolidated Statement of Profit
or Loss.
3.10 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.
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.
3.11 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.
3.12 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.
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
14
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.
5 Expenses
5.1 Loss before income tax includes the following expenses:
2021 2020
NZ$NZ$
Accounting fees45,957-
Audit fees15,00015,000
Directors' fees30,000-
Legal expenses39,141-
Listing expenses40,950-
Other expenses3,122160
Total administrative expenses174,17015,160
Fees paid to the auditor
For the current year audit15,00015,000
For tax compliance services3,675-
Total fees paid to the auditor18,67515,000
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
15
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 17. 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
The Company has an unrecognised deferred tax asset in respect of computed tax losses of $5,735,648 ‐
tax effect of $1,605,982 (2020: computed tax losses of $5,735,648 ‐ tax effect of $1,605,982) which are
available to be carried forward to reduce future income tax liabilities in New Zealand.
The Company’s Singaporean subsidiary has been deregistered and there are no tax losses available
(2020: computed tax losses of $1,043,916 ‐ tax effect of $177,466).
Utilisation of the tax losses is subject to compliance with income tax legislation on continuity of
shareholders and/ or "business" activities and the availability of future taxable income.
The Board are of the view that it is not probable that the tax losses will be utilised in the foreseeable
future. The deferred tax benefit of those losses has therefore not been recognised in the statement of
financial position.
2021 2020
NZ$NZ$
Loss from continuing operations(176,596)(15,160)
Income tax calcuated at 28%(49,447)(4,245)
Non deductable expenses49,447-
Tax effect of timing differences--
Current tax losses not recognised-4,245
Income tax expense
--
Comprising:
Current income tax expense--
Deferred tax--
--
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
16
Imputation credit account
8 Earnings/(loss) per share
At 31 March 2021, there were no financial instruments that carried any shareholder dilution rights that
were considered to be dilutive (2020: nil). Accordingly, basic and diluted earnings/(loss) per share are
identical for the accounting periods being reported on.
9 Cash and cash equivalents
2021 2020
NZ$NZ$
Opening balance6,8426,842
Taxes paid/ (refunds received)--
Imputation credits available for use in subsequent periods
based on a tax rate of 28% (2020: 28%)
6,8426,842
2021 2020
NZ$NZ$
Earnings/(loss) per share:
- from continuing operations(0.008) (0.001)
- from discontinued operations(0.006) 0.004
Total earnings/(loss) per share
(0.014) 0.003
2021 2020
Loss from continuing operations (NZ$)(176,596) (15,160)
Gain/(loss) from discontinued operations (NZ$)(142,693) 70,083
22,182,157 17,556,359
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
2021 2020
NZ$NZ$
Cash at bank - on call51,368 1,659
51,368 1,659
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
17
10 Receivables and other current assets
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 16).
Snakk Media Pty Limited has been placed in liquidation. The loan receivable due from Snakk Media Pty
Limited is considered to be unrecoverable. The decision to fully write off the loan will be finalised once
the liquidation is complete and the company is struck off.
12 Trade and other payables
2021 2020
NZ$NZ$
GST receivable23,205 -
Prepayments4,100 -
Total receivables and other current assets27,305 -
2021 2020
NZ$NZ$
Loan to Snakk Media Pty Ltd
Loan receivable3,278,276 3,278,276
Allowance for expected credit loss(3,278,276) (3,278,276)
Total receivable from Snakk Media Pty Ltd--
2021 2020
NZ$NZ$
Reconciliation of allowance for expected credit losses
Balance at the beginning of the year
(3,278,276) (3,278,276)
Impairment losses recognised on receivables
--
Amounts written off as uncollectable
--
Balance at the end of the year
(3,278,276) (3,278,276)
2021 2020
NZ$NZ$
Trade payables11,582 33,464
Accruals15,000 117,196
Other payables- 143,044
26,582 293,704
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
18
13 Share capital
13.1 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.
6,249,999 of the shares issued on 15 December 2020 were to Mounterowen Limited in partial
settlement of the debt outstanding (refer note 18.1).
14 Financial instruments
14.1 Categories of financial instruments
Issued and paid up capital
No. of SharesNZ$
Ordinary shares at 1 April 2019
17,556,359 12,583,107
Ordinary shares issued during the year--
Ordinary shares as at 31 March 202017,556,359 12,583,107
Ordinary Shares as at 1 April 2020
17,556,359 12,583,107
Ordinary shares issued on 13 November 2020 at $0.02 per share2,633,45152,669
Ordinary shares issued on 15 December 2020 at $0.02 per share12,499,999250,000
Total ordinary shares issued during the year15,133,450302,669
Ordinary shares as at 31 March 202132,689,809 12,885,776
2021 2020
NZ$NZ$
Financial assets at amortised cost
Cash and cash equivalents51,3681,659
Other receivables23,205-
Total financial assets74,5731,659
Financial liabilities at amortised cost
Trade and other payables26,582293,704
Loan advances (unsecured)218,063-
Total financial liabilities244,645293,704
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
19
15 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.
15.1 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.
15.2 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.
15.3 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.
15.4 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. The Group has minimal exposure to foreign
currency risk following the ceasing of Group operations in 2019.
15.5 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).
15.6 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
Notes to the consolidated financial statements
For the year ended 31 March 2021
20
16 Subsidiaries
The results of Snakk Media Pte. Limited are included in the consolidated financial statements up until
that subsidiary was removed from the Singapore Companies Register on 16 December 2020.
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.
17 Discontinued operations
The Group ceased its former trading operations of media advertising 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. In 2021 the discontinued operations solely relate to Snakk Media
Pte. Limited up until its removal from the Singapore Companies Register on 16 December 2020. Snakk
Media Pte. Limited was non trading during 2021 (2020: non trading).
Name of subsidiaryPrincipal activity
2021 2020
Controlled subsidiary included in the consolidated financial statements
Snakk Media Pte. Limitednon trading and deregistered on
16 December 2020
-100%
Non‐controlled subsidiary not included in the consolidated financial statements
Snakk Media Pty LimitedIn liquidation100%100%
Equity holding
2021 2020
NZ$NZ$
Foreign exchange gain/(loss)(12,083)78,389
Other expenses-(8,306)
(130,610)-
Gain/(loss) before income tax(142,693)70,083
Income tax expense--
Gain/(loss) after tax of discontinued operations(142,693)70,083
Other comprehensive gain/(loss) from discontinued operations(142,693)70,083
Earnings/(loss) per share for loss attributable to shareholders for discontinued operations:
- Basic and diluted loss per share(0.0064)0.0040
Reclassification of foreign currency translation reserve to profit & loss on
wind up of subsidiary
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
21
18 Related party transactions
18.1 Related party loan advances
During the year Mounterowen Limited (‘Mounterowen’), a company controlled by the current chair,
Sean Joyce, acquired $248,707 of the debts owed by the Group to third parties, thus becoming the
ultimate creditor of the Group.
Separately, in September and October 2020, Mounterowen advanced $91,931 in aggregate to the
Company under two separate loan agreements to assist with costs associated with the application
made to the High Court to terminate the liquidation, liquidators’ costs, and accounting and
administration costs. The balance payable under these loan agreements incurs interest at a rate of 5%
per annum. During the year the interest payable on these loan agreements was $2,426. The payment of
the interest by the Company has been deferred as at this time.
Mounterowen has provided undertakings to the Company to not seek to enforce the debt currently
owed by the Company to it within the period of 12 months from the date of approval of these financial
statements (refer note 3.1: Going Concern).
On 15 December 2020, as part of a capital raising initiative undertaken by the Company, $125,000 of
the loan advance was converted to ordinary share capital. Following this, the total shares held by
Mounterowen Limited is 6,249,999.
18.2 Snakk Media Pty Limited
Snakk Media Pty Limited is an uncontrolled subsidiary of the Company (refer note 16) 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: $3,278,276). This
balance is not considered recoverable and has been fully provided for (note 11).
2021 2020
NZ$NZ$
Net cashflows attributable to discontinued operations:
Net cash outflow from operating activities-(8,339)
Net cash inflow/(outflow) from investing activities--
Net cash outflow from financing activities--
Net cash used by discontinued operations
-(8,339)
2021 2020
NZ$NZ$
Related party advances from Mounterowen Limited
As at 1 April--
Acquisition of outstanding liabilities248,707-
Additional funding91,930-
Interest on loans2,426-
Part settlement of debt through issue of shares(125,000)-
218,063-
Goodwood Capital Limited
Notes to the consolidated financial statements
For the year ended 31 March 2021
22
18.3 Directors’ remuneration
A Cooper’s director fees are invoiced by Agile Projex, a business that he controls. R Gower’s director
fees are invoiced by Roger Gower and Associates Limited. R Gower is the sole director and a
shareholder of Roger Gower and Associates Limited. S Joyce’s director fees are invoiced by
Mounterowen Limited. S Joyce is the sole director and shareholder of Mounterowen Limited.
19 Reconciliation of operating cash flows
20 Commitments
There were no capital commitments at balance date (2020: nil).
21 Significant events subsequent to the reporting date
There have been no significant events after balance date.
22 Contingent liabilities
There were no material contingent liabilities at 31 March 2021 (2020: nil).
2021 2020
NZ$NZ$
Directors fee
s
A Cooper10,000-
R Gower10,000-
S Joyce10,000-
Total remuneration of directors30,000-
2021 2020
NZ$NZ$
Net gain/(loss) attributable to shareholders(319,289)54,923
Adjustments for:
Effect of foreign exchange rates12,083(78,099)
Transfer from foreign currency reserve on wind up of subsidiary130,610-
Payables settled through related party advances343,063-
Other non-cash adjustments--
166,467(23,176)
Movements in working capital:
(Increase)/decrease in trade and other receivables(27,305)-
Increase/(decrease) in trade payables and other liabilities(267,122)14,997
Decrease/(increase) in taxation receivable--
Net cash outflows from operating activities(127,960)(8,179)
23
Level 9, 45 Queen Street, Auckland 1010
PO Box 3899, Auckland 1140
New Zealand
T: +64 9 309 0463
E: auckland@bakertillysr.nz
W: www.bakertillysr.nz
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Goodwood Capital Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Goodwood Capital Limited and its subsidiary ('the
Group') on pages 4 to 22, which comprise the consolidated statement of financial position as at 31 March 2021,
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 2021, 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 (including International Independence Standards) (‘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, our firm carries out other assignments for Goodwood Capital Limited and
its subsidiary in the area of taxation compliance services. The provision of these other services has not
impaired our independence.
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 $145,972 as at 31 March 2021 and a net loss of $319,289 for the year then ended. In
October 2020, the Company’s debts were assumed by Mounterowen Limited, an entity controlled by the current
Chair and the Company was removed from liquidation. The Company has received an undertaking of support
from Mounterowen Limited and a personal guarantee from the Chair. 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. In addition to the matter described in the Material Uncertainty
Related to Going Concern section, we have determined the matters below to be the key audit matters to be
communicated in our report.
Key Audit Matter How our audit addressed the key audit matter
Deconsolidation of Snakk Media Pte Limited
As disclosed in Notes 1 and 16 of the Group’s
consolidated financial statements, the Group holds
100% of the shares of Snakk Media Pte Limited
(‘SMPL’). However, SMPL was struck off of the
company’s register on 16 December 2020, at which
point the Group has lost control of the subsidiary. SMPL
was deconsolidated from the Group after this date.
The deconsolidation of SMPL was significant to our
audit due to the complexity of accounting for the
deconsolidation.
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.
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 2021 (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
25
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.
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.
26
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
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.
Matters Relating to the Electronic Presentation of the Audited Consolidated Financial Statements
This audit report relates to the consolidated financial statements of Goodwood Capital Limited and its
subsidiary for the year ended 31 March 2021 included on Goodwood Capital Limited’s website. The Directors
of Goodwood Capital Limited are responsible for the maintenance and integrity of Goodwood Capital Limited’s
website. We have not been engaged to report on the integrity of Goodwood Capital Limited’s website. We
accept no responsibility for any changes that may have occurred to the consolidated financial statements since
they were initially presented on the website.
27
The audit report refers only to the consolidated financial statements named above. It does not provide an
opinion on any other information which may have been hyper linked to or from these consolidated financial
statements. If readers of this report are concerned with the inherent risks arising from electronic data
communication they should refer to the published hard copy of the audited consolidated financial statements
and related audit report dated 25 May 2021 to confirm the information included in the audited consolidated
financial statements presented on this website.
Legislation in New Zealand governing the preparation and dissemination of consolidated financial statements
may differ from legislation in other jurisdictions.
The engagement partner on the audit resulting in this independent auditor’s report is S Patel.
BAKER TILLY STAPLES RODWAY AUCKLAND
Auckland, New Zealand
25 May 2021
Goodwood Capital Limited
Shareholder information
For the year ended 31 March 2021
28
Stock exchange listing
The Company’s shares are quoted on the NZX Main Board.
As at 27 April 2021, the total number of ordinary shares on issue was 32,689,809. The Company has
only ordinary shares on issue. Details of the distribution of ordinary shares amongst shareholders as at
27 April 2021 are set out below.
20 largest shareholdings
The 20 largest shareholdings as at 27 April 2021 are set out in the table below.
Size of HoldingNumber%Number%
1-1,000398 28.82%280,878 0.86%
1,001-5,000611 44.24%1,486,072 4.55%
5,001-10,000187 13.54%1,272,515 3.89%
10,001-50,000135 9.78%2,588,100 7.92%
50,001-100,00019 1.38%1,320,931 4.04%
100,001 or more31 2.24%25,741,313 78.74%
1,381 100.00%32,689,809 100.00%
Number of Security HoldersNumber of Securities
Mounterowen Limited6,249,999
19.12%
Forsyth Barr Custodians Limited3,188,310
9.75%
Far East Associated Traders Limited2,038,632
6.24%
Yee Industries Limited1,294,117
3.96%
Derek Graham Handley1,257,500
3.85%
Russell Graham Roberts1,008,063
3.08%
Foster Capital NZ Limited1,000,000
3.06%
Ashvegas Limited1,000,000
3.06%
Rochdale Investments Limited900,000
2.75%
Karen Anne Mackenzie Paget877,817
2.69%
Ilakolako Investment Limited877,817
2.69%
Ross Dix Harvey744,908
2.28%
Gordon Kenneth Nolan719,817
2.20%
ASB Nominees Limited581,621
1.78%
Leveraged Equities Finance Limited454,152
1.39%
Kaupapa Uka Limited400,000
1.22%
John Handley334,684
1.02%
Geoffrey John Handley284,759
0.87%
Mclaren Machinery Limited273,617
0.84%
JBWERE (Nz) Nominees Limited
214,833 0.66%
Goodwood Capital Limited
Shareholder information
For the year ended 31 March 2021
29
Substantial product holders
As at 31 March 2021 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
set out below are taken from the relevant substantial product holder notices.
Directors' disclosures
The name of the directors holding office during the year are:
Interests register
The following entries were made in the interest register during the year ended 31 March 2021:
S Joyce is the controller of Mounterowen Limited which, during the year, acquired $248,706 of the
debts owed by the Group to third parties. Separately, in September and October 2020,
Mounterowen entered into agreements with GWC to lend up to $100,509 in aggregate to GWC.
Several loan advances totalling $93,049 were made under these agreements to assist with costs.
$216,756 was due by Goodwood to Mounterowen as at 31 March 2021.
S Joyce is the controller of Mounterowen Limited, which company capitalised $125,000 of its loan
to Goodwood into 6,249,999 new ordinary fully paid shares on 15 December 2020.
Mounterowen Limited is the holder of 6,249,999 ordinary fully paid shares in Goodwood.
S Joyce, A Cooper and R Gower each receive directors’ fees of an amount of $24,000 plus GST per
annum.
Directors’ remuneration
During the year the following remuneration and other benefits were paid or payable to directors:
No. of shares % of shares Date of SPH Notice
Mounterowen Limited6,249,999 19.12% 15 December 2020
Derek Handley and Far East Associated Traders Limited 3,288,632 10.06% 24 December 2020
Manji Family Trust2,967,376 9.08%7 July 2017
Appointed Resigned
Goodwood Capital Limited
A Cooper19 October 2020
R Gower19 October 2020
S Joyce19 October 2020
P James19 October 2020
Snakk Media Pte. Limited
G Saminathan 16 December 2020
NZ$
Directors fees
A Cooper10,000
R Gower10,000
S Joyce10,000
Total remuneration of directors30,000
Goodwood Capital Limited
Shareholder information
For the year ended 31 March 2021
30
Directors’ relevant interest in equity securities
At 31 March 2021 the directors of Goodwood held the following relevant interests in the ordinary
shares of the Company.
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.
Employee remuneration
There was no remuneration or other benefits paid to employees during the year ended 31 March 2021.
Donations
No donations were made by the Company during the year ended 31 March 2021.
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 2021 were $15,000.
Baker Tilly Staples Rodway provided tax compliance services to the Company during the year. Fees paid
for the year ended 31 March 2021 were $3,675.
NZX Waivers
Goodwood has not relied on any waivers issued by the NZX in the 12 months ended 31 March 2021.
Name of DirectorRole with GoodwoodNumber of shares
A CooperIndependent director-
R GowerIndependent director2,267
S JoyceNon-executive director6,249,999
Goodwood Capital Limited
Director biographies
31
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.
Sean Joyce is not considered to be independent under the NZX Listing Rules as Mounterowen Limited, a
company controlled by Mr Joyce, is a substantial product holder of the Company.
Roger Gower, Independent Director
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
Corporate governance statement
32
This statement is a summary of the Corporate Governance arrangements approved and observed by
the Board as at 31 March 2021. The Board is committed to achieving best‐practice corporate
governance and the highest ethical behaviour across its directors. The governance principles adopted
by the Board are designed to achieve these goals.
The full content of the Company’s Governance Code and related polices and charters, can be found on
the Company’s website https://goodwoodcapital.co.nz/corporate‐governance/
Code of ethics
The Board has documented a code of ethics, which can be found at
https://goodwoodcapital.co.nz/corporate‐governance/, detailing the ethical standards to which the
Company’s directors and employees (if any) are expected to adhere.
Role of the board
The objective of the Board is to enhance shareholder value by directing the Company in accordance
with sound governance principles. The Board assumes the following primary responsibilities:
• formulation and approval of the strategic direction, objectives and goals of the Company;
• monitoring the financial performance of the Company, including approval of the Company's
financial statements;
• ensuring that adequate internal control systems and procedures exist and that compliance with
these systems and procedures is maintained;
• review of performance and remuneration of directors and executive officers (if any); and
• establishment and maintenance of appropriate ethical standards for the Company to operate by.
A formal Governance Code, which can be found at https://goodwoodcapital.co.nz/corporate‐
governance/, has been adopted by the Board and further outlines directors’ responsibilities.
The Board internally evaluates its performance and continues to assess the size, diversity and skills of
the Board.
Board composition
In accordance with the Company’s constitution and the NZX Listing Rules, the Board will comprise not
less than three directors. The Board will be comprised of a mix of persons with complementary skills
appropriate to the Company’s objectives and strategies. The Board must include not less than two
persons who are deemed to be independent.
Goodwood’s Board currently comprises three directors:
Chairperson: Sean Joyce
Independent director: Angus Cooper
Independent director: Roger Gower
Board meetings
The Company is currently non‐trading. The key focus of the Board has been to undertake specific
initiatives to restructure the Company to achieve the reinstatement of the Company’s shares on the
NZX Main Board. The Board is now focused on identifying a suitable business opportunity to invest in
and/or acquire through a reverse takeover transaction. Since the Board’s appointment following the
Goodwood Capital Limited
Corporate governance statement
33
Company’s removal from liquidation, the Board has not had the need to meet but has conducted all
matters by way of Directors’ resolutions.
In the future, Board meetings will be held as required.
Criteria for board membership
When a vacancy arises, the Board will identify candidates with a mix of diversity, capabilities and
perspectives considered necessary for the Board to carry out its responsibilities effectively. A director
appointed by the Board must stand for election at the next Annual Meeting. At each Annual Meeting
one‐third of directors must retire by rotation. Retiring directors are eligible for re‐election.
Board committees
The Board has established an Audit, Finance and Risk Committee and a Remuneration, Nomination and
Health & Safety Committee.
The Audit, Finance and Risk Committee operates under a Charter approved by the Board and is
accountable to the Board for:
the business relationship with, and the independence of, external auditors;
the reliability and appropriateness of the disclosure of the financial statements and external
financial communication; and
the maintenance of an effective business risk management framework including compliance and
internal controls.
The current members of the Audit, Finance and Risk Committee are Roger Gower (Chair) and Angus
Cooper.
The Remuneration, Nominations and Health & Safety Committee operates under a Charter approved by
the Board and is accountable to the Board for:
the appointment, remuneration and evaluation of the CEO and succession planning in relation to
them;
the remuneration of the leadership team;
reviewing risks and compliance with statutory and regulatory requirements relative to human
resources;
reviewing health and safety policies to ensure the Company is providing a safe working
environment for all employees and contractors; and
recommending to the Board, candidates to be appointed as a director.
The current members of the Remuneration, Nominations and Health & Safety Committee are Angus
Cooper (Chair) and Roger Gower.
During the period under review, given the current size of the Board and composition of the sub
committees, the Board dealt with all responsibilities of the individual sub‐committees.
Trading in shares
The Company has a detailed Financial Products Trading Policy applying to all directors and employees
which can be found at https://goodwoodcapital.co.nz/corporate‐governance/. The procedures outlined
in this policy must be followed by all directors and any employees to obtain consent to trade in the
Goodwood Capital Limited
Corporate governance statement
34
Company’s shares. Under the policy, trading restrictions apply during the following specific blackout
periods:
two weeks before 30 September until 48 hours after the half‐year results are released to NZX;
two weeks before 31 March until 48 hours after the full‐year results are released to NZX; and
30 days prior to release of an offer document (such as a product disclosure statement or
prospectus) for a general public offer of the same class of shares.
Outside the black‐out periods specified above, dealing is subject to the notification and consent
requirements outlined in the policy.
Ongoing disclosure
The Company has in place procedures designed to ensure compliance with the NZX Listing Rules such
that all investors have equal and timely access to material information concerning the Company,
including its financial situation, performance, ownership and governance.
Announcements are factual and presented in a clear and balanced way. Significant market
announcements, including the announcements of the half year and full year results, and the financial
statements for those periods, require review by the Board prior to release.
Goodwood’s Market Disclosure Policy to ensure it complies with its continuous disclosure obligations at
all times, can be found at https://goodwoodcapital.co.nz/corporate‐governance/.
Health and Safety
Goodwood’s Board is responsible for oversight of the Company’s health and safety risks. There are
minimal health and safety risks while the Company is non trading, and during the year there were no
incidents which resulted in injury.
Diversity
The Board recognises the wide‐ranging benefits that diversity brings to an organisation. The Company
endeavours to incorporate diversity to ensure a balance of skills and perspectives are available to
benefit our shareholders. The Company’s Diversity Policy can be found at
https://goodwoodcapital.co.nz/corporate‐governance/.
The Company only has three directors and no employees. As at 31 March 2021, the gender balance of
the Company’s directors was as follows:
2021 2020
Female Male Female Male
Directors ‐ 3 ‐ 1
Employees ‐ ‐ ‐ ‐
Total ‐ 3 ‐ 1
As the opportunity arises to expand the Board, the Company will look to diversify in terms of both
gender and skills.
Goodwood Capital Limited
Corporate governance statement
35
Corporate governance best practice code
Goodwood was removed from liquidation on 9 October 2020 and the current Board was appointed on
19 October 2020. The trading suspension in the Company’s shares that was imposed when the
Company was originally placed into liquidation several years ago, was lifted on 24 November 2020.
Since that time, the Company has followed the NZX Corporate Governance Best Practice Code in all
material aspects, with the following exceptions:
Reference Recommendation
Alternative Governance Practice and
Reason for the Practice
Recommendation
2.9
An issuer should have an
independent chair of the board. If
the chair is not independent, the
chair and the CEO should be
different people.
Sean Joyce, the current chair is not
considered to be independent as
Mounterowen Limited, a company
controlled by Mr Joyce, is a substantial
product holder of the Company.
Mr Joyce has been appointed as Chair at
this time due to the level of expertise
that he brings in relation to the matters
that are the Company’s current focus.
The Board will assess the role of Chair as
required. The Company has no CEO.
Recommendation
4.3
Financial reporting should be
balanced, clear and objective. An
issuer should provide non‐financial
disclosure at least annually,
including considering
environmental, economic and
social sustainability factors and
practices. It should explain how
operational or non‐financial targets
are measured. Non‐financial
reporting should be informative,
include forward looking
assessments, and align with key
strategies and metrics monitored
by the board.
Goodwood has not provided detailed
reporting on environmental, economic
and social sustainability factors. The
Company is currently non‐trading and, as
such, there are little if any factors to be
reported.
Recommendation
5.1
An issuer should recommend
director remuneration to
shareholders for approval in a
transparent manner.
Directors’ remuneration will be brought
to the Annual Meeting for approval by
shareholders. Details of Directors’
remuneration is included in the Annual
Report.
Goodwood Capital Limited
Corporate governance statement
36
Reference Recommendation
Alternative Governance Practice and
Reason for the Practice
Recommendation
7.2
The external auditor should attend
the issuer’s Annual Meeting to
answer questions from
shareholders in relation to the
audit.
The Board considered that it was not
necessary for Baker Tilly Staples Rodway,
the external auditor, to attend the 2020
Annual Meeting given the agenda and
focus of the meeting. The Board were
able to provide all necessary information
to shareholders. The external auditor
will be invited to attend future Annual
Meetings as appropriate.
Recommendation
8.4
If seeking additional equity capital,
issuers of quoted equity securities
should offer further equity
securities to existing equity
security holders of the same class
on a pro rata basis, and on no less
favourable terms, before further
equity securities are offered to
other investors.
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 undertook a
capital raise of $52,669 through the
issue of 2,633,451 new ordinary shares
to wholesale investors. In addition, with
a view to strengthening the Company’s
balance sheet, and to provide additional
working capital, on 15 December 2020
the Company issued 6,250,000 new
ordinary shares to wholesale investors
and 6,249,999 new ordinary shares to
Mounterowen Limited.
Given the Company has recently been
removed from liquidation and the need
to quickly raise funding and strengthen
the Company’s balance sheet, the Board
did not consider it appropriate to
undertake a process of offering shares to
all shareholders. These issues of shares
have been either ratified or approved by
shareholders at the Annual Meeting.
Recommendation
8.5
The board should ensure that the
notices of annual or special
meetings of quoted equity security
holders is posted on the issuer’s
website as soon as possible and at
least 20 working days prior to the
meeting.
Following the removal of the Company
from liquidation there was a need to
hold the 2020 Annual Meeting as soon
as possible. The notice of the Annual
Meeting was released on 24 November
2020, being 12 working days prior to the
meeting.
The alternative governance practices described in the table above have been approved by the Board.
Goodwood Capital Limited
Company directory
37
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 34, PwC Tower
15 Customs Street West
Auckland, 1010
Bankers ANZ Bank Limited
Auckland
Board of Directors S Joyce
A Cooper
R Gower
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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