Annual Report 2021
Blackwell Global Holdings Limited
Annual Report
For the year ended 31 March 2021
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CONTENTS
Chairman’s Report
Corporate Governance Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Reconciliation of Net Operating Cash Flows to Net Loss After Tax
Notes to the Consolidated Financial Statements
Additional Information
Company Directory
Independent Auditor's Report to the Shareholders
40
4
1
CHAIRMAN’S REPORT
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2021
2
Dear Shareholders
As previously advised to the market, during the course of the financial year the Directors resolved to wind down
the Group’s finance company operations given the Company was unable to raise sufficient funding to grow and
develop a meaningful finance company operation.
The Company’s loan book as at 31 March 2021 was $643,672 represented by one loan. The loan was secured
by a first mortgage over residential property. This last loan was repaid subsequent to balance date. The average
lending to value ratio (LVR) in financial year 2021 was low at an average of 64.87%.
In parallel with the wind down of the finance company operation, the Board implemented a number of strategies
to reduce the outgoings of the Company. These initiatives included the disestablishment of the roles of Chief
Executive Officer and Chief Operating Officer. Both executives left the employment of the group in February
2021.
During the course of the financial year, one of the non-executive directors Ewe Leong Lim elected to retire from
the his role with the Group effective from 31 March 2021.
On 23 June 2021, the independent directors of the Company agreed with its major shareholder, Blackwell Global
Group Limited (“BGGL”) that:
1. BGGL would, subject to obtaining shareholder approval, capitalise $500,000 of the secured bonds
previously issued by the Company to BGGL (“Bonds”) into 71,428,571 new ordinary shares in the
Company, at an issue price of $0.007 per share (the Capitalisation); and
2. The Company would redeem $1,000,000 of the Bonds for cash and shall pay that sum to BGGL prior to
the end of June 2021.
Following the completion of both of the above transactions there will be $1,000,000 of Bonds that remain
outstanding (to be repaid by the Company in accordance with their terms).
The proceeds of the Capitalisation will be applied towards funding the working capital requirements of the
Company.
The Company proposes to seek shareholder approval to the proposed Capitalisation at the Annual Meeting of
the Company, which is anticipated to take place in early August 2021.
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.
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.
CHAIRMAN’S REPORT
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2021
3
The Board is focusing on business opportunities that satisfy one or more of the following investment criteria:
•
The business has excellent personnel and manage
ment
•
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
imple
ment its business plan and generate strong earnings in the future;
•
The business owns proprietary intellectual proper
ty
•
The business has potential to grow organically, via acquisition, or through the further investment in capi
tal
pl
ant
•The business has the potential to scale internationally
•
The business would benefit from being able to raise additional capital on the mark
et
•
Is likely to generate superior returns for the Company and its existing shareholder
s
The
Board continues to investigate all credible investment opportunities that may present themselves and are
hopefully of having a transaction underway during the course of this calendar year.
Yours sincerely
Sean Joyce
Chairman
29 June 2021
Corporate Governance Statement
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2021
4
The Board of the Group is committed to acting with integrity and expects high standards of behaviour and
accountability from all its officers and staff. These standards are detailed in the Group’s Board approved Code of
Ethics Policy document. Other key governance documents are available to investors and stakeholders on BGI’s
website. They include the Code of Ethics, Insider Trading and Financial Products Dealing Policy, Health and
Safety Policy, Continuous Disclosure Policy, Remuneration Policy, Whistleblowing Policy and Board and
Committee Charters.
The Board recognises the need to continue to enhance its governance standards in line with developing best
practice. In doing so, the Board has considered standards, guidelines and principles published by a range of
interested parties in New Zealand and internationally. The governance principles adopted by the Board are
designed to meet best practice.
Role of the Board
The Chairman is elected by the Board of Directors and it is his role to manage the Board in the most effective
manner and to provide a conduit between the Board and the Chief Executive Officer. He has no significant
external commitments that conflict with this role. The Company maintains an Interests Register and if necessary,
conflicts of interest are recorded in the minutes. Procedures for the operation of the Board, including the
appointment and removal of Directors, are governed by the Company's Constitution.
The Board Charter sets out, in detail, the composition, responsibilities and roles of the Board and directors. The
Board reviews its performance against these responsibilities annually.
The Board of Directors’ corporate governance responsibilities include overseeing the management of the
Company and Group to ensure proper direction and control of Blackwell’s activities. Corporate Governance
encompasses the requirement for the Board to discharge such responsibilities, to be accountable to shareholders
and other stakeholders for the performance of the Group, and to ensure that the Group is compliant with laws
and standards.
The Board establishes the corporate objectives of the Group and monitors management’s implementation of
strategies to achieve the objectives. It is engaged in on-going strategic planning in order to meet the objectives.
It provides an oversight of compliance and risk, it measures, and monitors management performance and it sets
in place the policy framework within which the Group operates.
The Board's primary objective is the enhancement of shareholder value by following appropriate strategies and
ensuring effective and innovative use of available Group resources. Day-to-day management of the Company is
delegated to two of the Group’s Directors, Sean Joyce and Craig Alexander.
Board Meetings
The Board normally meets quarterly each year for scheduled meetings. Additional meetings are held where
specific matters require attention between scheduled meetings. Board meetings are used to monitor, challenge,
develop and fully understand business and operational issues.
Composition of the Board
The Board of the Group has a broad base of knowledge and experience in energy, engineering, financial
management, legal compliance and other expertise to meet the Company and Group’s objectives. The details
and backgrounds of the directors are detailed on the Company’s website.
The Constitution provides that there will be no less than three and not more than nine directors. NZX requirements
are that at least two directors are independent directors.
The Board has determined, based on information provided by directors regarding their interests, that at 31 March
2021, Sean Joyce and Craig Alexander, are independent directors. The Board makes an assessment on the
independence of each director after consideration of the listing rules, the NZX Corporate Governance Code,
guidance notes and legal advice.
Corporate Governance Statement
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2021
5
Criteria for Board Membership
When a vacancy arises, the Board will identify candidates with a mix of 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 (excluding the Managing
Director) must retire by rotation. Retiring directors are eligible for re-election.
Board Committees
The Board has established standing Committees (described below) that focus on specific responsibilities in
greater detail than is possible for the Board as a whole. All committee proceedings are reported back to the Board
and each operates under a Board approved Committee Charter that sets out its delegation and responsibility.
Audit and Risk Committee
The Audit and Risk Committee is responsible for monitoring the on-going effectiveness of risk management
activities. The Committee monitors trends in the Group’s risk profile and considers how the business manages
or mitigates key risk exposures. It implements risk management through its business processes of planning,
budgeting, investment, project analysis and operations management. The Group has a Risk Management Policy
that guides the risk management framework and the maintenance and monitoring of the Company’s risk register.
The Audit and Risk Committee also monitors and oversees the quality of financial reporting and financial
management. In order to achieve this the Committee considers accounting and audit issues and makes
recommendations to the Board of Directors as required and monitors the role, responsibility and performance of
the external auditor. The function of the Audit and Risk Committee is to assist the Board in carrying out its
responsibilities under the Companies Act 1993 and the Financial Reporting Act 2013 on matters relating to the
Group’s accounting practices, policies and controls relevant to the financial position, and to liaise with external
auditors on behalf of the Board of Directors.
The Audit and Risk Committee at the end of the financial year comprised Sean Joyce (Chair) and Craig
Alexander.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee’s purpose is to review Directors’ fees, the Chief Executive
Officer’s remuneration package and performance, the policy for remuneration of senior management, ensure the
Company has formal and transparent processes for the nomination and appointment of Directors and to identify
any skill gaps to ensure diversity and experience on the Board. These duties form the basis of recommendations
to the Board.
The Remuneration and Nomination Committee is also responsible for: obtaining assurance that the Group's
human resources policies and practices support achievement of the Group's goals; overseeing appointments of
the Group Chief Executive Officer, roles reporting to the Group Chief Executive Officer, and key professional
advisors in the area of legal, tax and public relations, and overseeing the development of key employees.
The Remuneration and Nomination Committee at the end of the financial year comprised Sean Joyce (Chair)
and Craig Alexander.
Health and Safety Committee
The Health and Safety Committee's primary objective is to assist the Board in fulfilling its responsibilities and
objectives in all matters related to health and safety. The Health and Safety Committee at the end of the financial
year comprised Sean Joyce (Chair) and Craig Alexander.
Trading in Shares
The Group has a detailed Insider Trading and Financial Products Dealing Policy applying to all directors and
employees. A procedure must be followed to obtain consent to trade in the Company's shares at all times.
Corporate Governance Statement
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2021
6
Generally trading is permitted from the release of interim results until 28 February and from the release of the
final results until 31 August. However, directors and employees are not able to trade in Company shares if they
are in possession of unpublished price sensitive information.
The Group reinforces these measures by requiring that anyone designated as having the opportunity to access
price sensitive information can transact in the Company’s securities only with the prior approval of the Group
Secretary and Chairman.
Timely and Balanced Disclosure
BGI maintains a Continuous Disclosure Policy. Continuous disclosure obligations in the NZX Main Board Listing
Rules require all listed companies to advise the market about any material events and developments as soon as
the Company becomes aware of them. The Company complies with these obligations on an on-going basis. The
Group 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 Group, including its financial situation,
performance, ownership and governance. Group announcements are factual and presented in a clear and
balanced way. Accountability for compliance with disclosure obligations is with two of the Group’s Directors,
Sean Joyce and Craig Alexander. Significant market announcements, including the preliminary announcement
of the half year and full year results, and the consolidated financial statements for those periods, require review
by the full Board.
NZX Corporate Governance Code
A full statement on the extent to which the Group has followed the recommendations in the NZX Corporate
Governance Code during the year is available on BGI’s website, www.bgholdings.co.nz/investor-calendar/.
Generally the Group does follow the recommendations in the NZX Corporate Governance Code. However, the
Group does not follow the following recommendations:
Recommendation 2.5: The Group does not have a formal diversity policy, and has not had one at any
stage during the year. The Group does not have a formal diversity policy given there are only male
directors and executives working within the Group at this time. While there is no formal diversity policy,
and no formal alternative governance practices relating to diversity have been adopted, the Group
recognises the wide-ranging benefits that diversity brings to an organisation and its workplaces. The
Group endeavours to ensure diversity at all levels of the organisation to ensure a balance of skills and
perspectives are available in the service of our shareholders and customers.
Recommendation 2.8: The Group does not have a majority of independent directors, and has not at any
stage during the year. Only two of the five directors are considered independent. The current composition
of the Board in respect of independent directors versus non-independent directors arose following the
restructure of the Group several years ago, where the incoming majority shareholder nominated three
new non-independent directors to join the Board. Since that time, the composition of the Board has
remained unchanged and the Board has sought nominations for new directors each year, but has yet to
receive any such nominations. Similarly, the Board does not consider it appropriate to incur additional
costs associated with proactively seeking to engage an additional independent director at this time. In
the event of any transactions between the Group and a non-independent director, or their associates,
the general principle followed is that the independent directors must approve any such transaction before
such a transaction will proceed.
Recommendation 3.1: The Group does not follow one aspect of this recommendation because the chair
of the Audit and Risk Committee is also the chair of the Board and has been for the full year. The
members of the Audit and Risk Committee consider the Chair of the Audit and Risk Committee to be the
best qualified member of the Audit and Risk Committee to assume that role given his prior experience in
a wide range of audit process during his other engagements as a director and an advisor to various listed
companies. All decisions to be made by the Audit and Risk Committee require approval of a majority of
the Audit and Risk Committee. The Chair does not have a second or casting vote.
Corporate Governance Statement
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2021
7
Diversity
As at 31 March 2021, the gender balance of the Group's directors, officers and all employees were as follows:
Direct
orsO
ffi
cersEmployees
20212020202120202021 2020
Female000000
Male5*6*0202
Total5*6*0202
*O
ne of the directors is an alternate director.
The Board held 6 meetings during the year.
Consolidated Statement of Comprehensive Income
Blackwell Global Holdings Limited
For the year ended 31 March 2021
8
2021 2020
Notes
$ $
Revenue
Interest and fee income 5 135,446 436,170
Other income 5 112,833 156,359
Total Income 248,279 592,529
Expenses
Directors' fees 25.1 (171,000) (286,500)
Employee expenses (291,553) (275,400)
Interest expense (138,947) (283,283)
Other operating expenses 6 (426,338) (412,693)
Total expenses (1,027,838) (1,257,876)
Loss before income tax (779,559) (665,347)
Income tax benefit/(expense) 7 - -
Net Profit/(Loss) After Tax (779,559) (665,347)
Total comprehensive loss for the year (779,559) (665,347)
Attributable to:
Owners of the parent company (779,559) (665,347)
Earnings/(loss) per share
Basic (loss) per share (cents per share): 10 (0.16) (0.15)
Diluted (loss) per share (cents per share): 10 (0.16) (0.15)
The ac
companying notes form part of these consolidated financial statements and should be read in conjunction with them.
Consolidated Statement of Changes in Equity
Blackwell Global Holdings Limited
For the year ended 31 March 2021
9
Notes Share Contributed Convertible Accumulated Total
capital capital note losses equity
reserve
$ $ $ $ $
Balance at 1 April 2019 12,110,746 127,516 114,716 (11,378,312) 974,666
Loss for the period - - - (665,347) (665,347)
Total comprehensive loss for
the year - - - (665,347) (665,347)
Convertible notes converted
to shares 17.2 495,631 - - - 495,631
Reversal of convertible note
reserve - - (114,716) -(114,716)
Balance at 31 March 2020 12,606,377 127,516 -(12,043,659) 690,233
Balance at 1 April 2020 12,606,377 127,516 -(12,043,659) 690,233
Loss for the year - - - (779,559) (779,559)
Contributed capital on bonds 17.1 -280,090- - 280,090
Total comprehensive loss for
the year -280,090-(779,559) (499,469)
Balance at 31 March 2021 12,606,377 407,606 -(12,823,219) 190,764
The ac
companying notes form part of these consolidated financial statements and should be read in conjunction with them.
Consolidated Statement of Financial Position
Blackwell Global Holdings Limited
As at 31 March 2021
10
2021 2020
Notes
$ $
Current assets
Cash and cash equivalents
18
1,986,671 1,805,615
Prepayments and other receivables 12 8,347 16,894
Loan receivables 16 643,672 1,548,901
Total current assets 2,638,690 3,371,411
Non-current assets
Prepayments and other receivables 75,000 75,000
Property, plant and equipment 13 5,858 10,126
Total non-current assets 204,402 85,126
Total assets 2,719,548 3,456,537
Current liabilities
Trade and other payables 14 58,597 83,279
Accruals, provisions and other liabilities 15 101,627 170,901
Borrowings 17 44,178 44,178
Total current liabilities 132,402 298,358
Non-current liabilities
Borrowings 17 2,324,382 2,467,946
Total non-current liabilities 2,324,382 2,467,946
Total liabilities 2,528,784 2,766,303
Net assets 190,764 690,233
Equity
Share capital 20 12,606,377 12,606,377
Contributed capital 407,606 127,516
Accumulated losses (12,823,218) (12,043,659)
Total equity 190,764 690,233
Net tangible assets per share (cents per share): 11 0.04 0.14
For and on behalf of the Board:
DirectorDirector
Dated: 29 June 2021
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
Consolidated Statement of Cash Flows
Blackwell Global Holdings Limited
For the year ended 31 March 2021
11
2021
2020
Notes
$ $
Cash flows from operatin
g activities
Interest received
67,859
346,725
Lending, credit fees and other income received
32,570
125,066
Net advances in loan receivables
943,200
3,820,159
Operating inflows
1,043,629 4,291,950
Payments to suppliers and employees
(858,840)
(775,745)
Interest paid
(2,838)
(290,040)
Income taxes refunded
59
47
Repayment of GST liability
-
(18,750)
Operating outflows
(861,619) (1,084,487)
Net cash from / (used in) operating activities
182,010 3,207,463
Cash flows used in investin
g activities
Purchase of propert
y, plant and equipment
(954)
(10,532)
Net cash from /
(used in) investing activities
(954) (10,532)
Cash flows from financin
g activities
Payments of borrowings 17
-
(2,900,000)
Pa
yments for issue of share capital
-
(4,370)
Net cash from /
(used in) financing activities
- (2,904,370)
Net increase in cash and cash equivalents
181,056 292,561
Cash and cash equivalents at the be
ginning of the period 18
1,805,615
1,513,055
Cash and cash equivalents at the end of the
year 18
1,986,671 1,805,616
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
Reconciliation of Net Operating Cash Flows to Net Loss After Tax
Blackwell Global Holdings Limited
For the year ended 31 March 2021
12
2021 2020
Notes $ $
Net loss for the year
(779,559) (665,347)
Adjustments for:
Depreciation 13 5,222 4,186
Capitalised interest expense 136,527
(4,159)
Non-operating items in sundry income
-
(103)
(637,810) (665,423)
Changes in net assets and liabilities:
(Increase) / decrease in loan receivables (including accrued
interest, excludin
g deferred revenue) 16 915,896
3,843,807
Increase /
(decrease) in deferred revenue 15,16 (24,257) (1,943)
(Increase) / decrease in prepayments and other receivables 12 8,547 9,506
Increase /
(decrease) in trade and other payables 14 (24,682) (20,303)
Increase / (decrease) in accruals, provisions and other liabilities
(excluding deferred income) 15
(55,684) 53,545
Increase /
(decrease) in interest accrual on borrowings 17 - (11,726)
Net cash
(used in)/generated by operating activities
182,010 3,207,463
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
13
1. General Information
These consolidated financial statements are for Blackwell Global Holdings Limited (the “Company”) and its
subsidiaries (together the “Group”).
The Company and its subsidiaries are limited liability companies, domiciled and incorporated in New Zealand.
The Company is listed by NZX Limited on the NZX Main Board (“NZX”).
The Company is registered under the Companies Act 1993 and is an FMC Reporting Entity under part 7 of the
Financial Markets Conduct Act 2013.
The Group operates a financial services business focusing on mortgage lending. There has been no change in
the nature of the Group’s business during the year. This should be read in conjunction with the comments in
Note 26.
There are no seasonal or cyclical influences on these financial results.
2. Basis of Preparation
These consolidated financial statements have been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (‘NZ GAAP’) and with the requirements of the Financial Markets Conduct
Act 2013 and the NZX Main Board Listing Rules. The Company is a for-profit entity for the purposes of 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 consolidated financial statements have been prepared on a historical cost basis except for any financial
instruments that are measured at revalued amounts or fair values at the end of each reporting period, as
explained in the accounting policies below. Historical cost is generally based on the fair value of the
consideration given in exchange for goods or services.
The consolidated financial statements are presented in New Zealand dollars.
3. Summary of significant accounting policies
3.1 Application of new and revised NZ IFRSs, amendments and interpretations
There were no new NZ IFRS, or NZ IFRIC interpretations adopted during the year, nor any that are not yet
effective that would be expected to have a material impact on the Company.
The consolidated financial statements have been prepared using same accounting policies detailed in the
Group’s audited consolidated financial statements for the year the ended 31 March 2021.
3.2 Basis of consolidation
The consolidated financial statements of the Group incorporate the assets, liabilities and results of all controlled
entities. 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 to direct the activities of the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from
the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the group.
All intercompany transactions, balances and any recognised income and expense (except for foreign currency
transaction gains or losses) between controlled entities are eliminated in full on consolidation.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
14
3.3 Revenue
Loan fee revenue is recognised as each performance obligation is satisfied. Loan acceptance fees charged at
the initiation of a loan are recognised as deferred income and amortised over the expected life of the loan. Fees
for other services are recognised as the service is performed.
In the 2020 income year, $155,891 of sundry income represents the benefit received from Blackwell Global
Investments Limited paying costs on behalf of the Group. This year $99,243 of the sundry income related to the
same. It has been agreed that these costs will not be recovered from the Group. Refer to note 25: Related
Parties.
3.4 Interest income and similar expenses from financial instruments measured at amortised cost
For all financial instruments measured at amortised cost, interest income and expense is recorded at the
effective interest rate, which is the rate that exactly discounts estimated future cash payments or receipts
through the expected life of the financial instrument, or a shorter period where appropriate, to the net carrying
amount of the financial asset or liability. The calculation takes into account all contractual terms of the financial
instrument (for example, prepayment options) and includes any fees or incremental costs that are directly
attributable to the instrument and are an integral part of the effective interest rate, but not future credit losses.
The adjusted carrying amount is calculated based on the original effective interest rate and the change in
carrying amount is recorded as gain on impairment of bonds or interest expense.
The interest expense includes the amortisation of bonds and convertible notes premiums.
3.5 Government Grants
Government grant income is recorded in the Statement of Comprehensive Income as it is utilised. Any unused
portion is recorded as deferred income reported within accruals, provisions and other liabilities. The
Government’s Wage Subsidy Scheme was designed to support employers and their staff to maintain an
employment connection and ensure an income for affected employees during the initial impact of the
Coronavirus pandemic.
The conditions of the grant were that the Company paid its staff at least 80% of their salary for a twelve-week
period, with best efforts to keep staff employed after the twelve weeks. These conditions were satisfied.
3.6 Expense Recognition
All expenses are recognised in the Consolidated Statement of Comprehensive Income on an accrual basis.
3.7 Employee Expenses
Liabilities for wages and salaries, including non-monetary benefits, are measured at the amounts expected to
be paid when the liabilities are settled. The liabilities are presented as current liabilities and included in the
accruals, provisions and other liabilities in the Consolidated Statement of Financial Position. At 31 March 2021
there were no employee expenses outstanding.
3.8 Income Tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Consolidated
Statement of Comprehensive Income except to the extent that it relates to items recognised directly in equity,
in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
15
initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit at the time of the transaction, and differences relating to investments in subsidiaries
and joint operations to the extent that they probably will not reverse in the foreseeable future. Deferred tax is
measured at the tax rates that are expected to be applied to the temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the reporting date.
In principle deferred tax liabilities are recognised from taxable temporary timing differences. Deferred tax assets
are only recognised to the extent that it is probable that future taxable profits will be available against which
deductible temporary differences and unused tax losses and tax credits can be recognised. Deferred tax assets
are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related
tax benefit will be recognised.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation
authority and the Group has a legally enforceable right to offset current tax assets against current tax liabilities.
3.9 Goods and Services Tax (GST)
The Group is not registered for GST. Therefore, all amounts are stated inclusive of GST.
3.10 Financial Instruments
Recognition and Derecognition
Financial assets and financial liabilities are recognised in the Group’s Consolidated Statement of Financial
Position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expires.
Financial Assets
Classification and initial measurement
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted
for transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging instruments, are classified into the
following categories:
• Amortised cost
• Fair value through profit or loss (FVTPL)
• Fair value through other comprehensive income (FVOCI)
The classification is determined by both:
• the entity’s business model for managing the financial asset
• the contractual cash flow characteristics of the financial asset
Transaction costs that are 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.
Loan Receivables
Past due but not impaired assets were any asset which had not been operated by the counterparty within their
key terms but were not considered to be impaired by the Group.
Individually impaired assets were those loans for which the Group had evidence that it would be unable to collect
all principal and interest due according to the contractual terms of the loan.
Credit impairment provisions were made where events had occurred leading to an expectation of reduced future
cash flows from certain receivables. These provisions were made in some cases against an individual loan and
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
16
in other cases on a collective basis. When all appropriate collection and legal action had been performed and
the loan was known to be non-recoverable, it was written off against the related provision for impairment.
Bad debts provided for were written off against individual or collective provisions. Amounts required to bring the
provisions to their assessed levels were recognised in profit or loss. Any future recoveries of amounts provided
for were recognised in profit or loss.
Individual provisioning
Specific impairment provisions were made where events have occurred leading to an expectation of reduced
future cash flows from certain receivables. For individually significant loans for which the assessed risk grade
was considered a ‘Grade 5 – Some loss expected from forced sale of securities if full repayment cannot be done
by refinance’, an individual assessment was made of an appropriate provision for credit impairment.
Credit impairments were recognised as the difference between the carrying value of the loan and the discounted
value of management’s best estimate of future cash repayments and proceeds from any security held
(discounted at the loan’s original effective interest rate). All relevant considerations that had a bearing on the
expected future cash flows were taken into account, including the business prospects for the customer, the
likely recognised value of collateral, the Group’s position relative to other claimants, the reliability of customer
information and the likely cost and duration of the work-out process. Subjective judgement was made in this
process. Furthermore, judgement could change with time as new information became available or as work-out
strategies evolved, resulting in revisions to the impairment provision as individual decisions were taken.
Changes in judgement could have a material impact on the consolidated financial statements.
Adequacy of individual provisions was assessed in respect of each loan depending on the size of the loan at
the board meetings.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVTPL):
• They are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows.
• The contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most
other receivables fall into this category of financial instruments.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and
sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets
whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All
derivative financial instruments fall into this category, except for those designated and effective as hedging
instruments.
Financial assets at fair value through other comprehensive income (FVOCI)
The Group accounts for financial assets at FVOCI if the assets meet the following conditions:
• they are held under a business model whose objective it is “hold to collect” the associated cash flows
and sell and
• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding. The Group did not have any assets classified at
FVOCI at reporting date.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
17
Amortised cost and effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset and assigning
the related interest income over the appropriate period. For financial assets other than those purchased or
assets that are credit impaired on initial recognition, the effective interest rate is the rate that exactly discounts
estimated future cash through the expected life of the financial asset, or, where appropriate, a shorter period,
to the gross carrying amount of the financial asset on initial recognition.
Impairment of financial assets
IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the
‘expected credit loss (ECL) model’. Relevant instruments within the scope of the new requirements included
loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract
assets recognised and measured under IFRS 15 and loan commitments.
Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event. Instead the
Group considers a broader range of information when assessing credit risk and measuring expected credit
losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument. In applying this forward-looking approach, a distinction
is made between:
Stage 1: Financial instruments that have not deteriorated significantly in credit quality since initial recognition or
that have low credit risk;
Stage 2: Financial instruments that have deteriorated significantly in credit quality since initial recognition and
whose credit risk is not low;
Stage 3: Financial assets that have objective evidence of impairment at the reporting date.
’12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are
recognised for the second and third category. Measurement of the expected credit losses is determined by a
probability-weighted estimate of credit losses over the expected life of the financial instrument.
In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the
Group compares the risk of a default occurring on the financial asset at the reporting date with the risk of a
default occurring on the financial asset at the date of initial recognition. In making this assessment, the Group
considers both quantitative and qualitative information. The nature of the Group’s finance receivables is short-
term residential property lending with a predominant focus on the underlying security value of the finance
receivable (i.e. the residential property value) in the credit assessment. Credit risk information is updated and
monitored regularly. Loan receivables are subject to regular scrutiny, as a key component of credit risk
management. This includes a review of the borrower’s repayment history and any interest arrears; any changes
in the borrowers’ circumstances which could impact on their ability to repay either interest or principal amounts
on their due date; and any movement in the security value. The Group regularly monitors the effectiveness of
the criteria used to identify whether there has been a significant increase in credit risk and revises them as
appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the
amount becomes past due.
Financial Liabilities
Financial liabilities are classified into one of the following measurement categories:
• those to be measured subsequently at fair value through profit or loss (‘FVTPL’); and
• those to be measured at amortised cost.
At initial recognition financial liabilities are measured at fair value plus transaction costs that are directly
attributable to the issue of the financial liabilities. The amortised cost of a financial liability is the amount at which
the financial liability is measured at initial recognition minus the principal repayments, plus the cumulative
amortisation using the effective interest method of any difference between that initial amount and the maturity
amount. 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 through the expected life of the financial liability, or (where appropriate) a
shorter period, to the amortised cost of a financial liability. The Group’s financial liabilities measured at amortised
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
18
cost include Bonds. The Group derecognises financial liabilities when, and only when, the Group’s obligations
are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability
derecognised and the consideration paid and payable is recognised in profit or loss.
3.11 Property, Plant and Equipment and Depreciation
All property, plant and equipment are recorded at historical cost less accumulated depreciation. Historical cost
includes expenditure that is directly attributable to the acquisition of the items. Depreciation of the assets has
been calculated at the maximum rates permitted by the Income Tax Act 2007. The entity has asset classes as
set out below:
Plant and IT equipment: depreciation rates of 40-50%
3.12 Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic resources will be required to settle
the obligation.
Provisions are measured at the present value of management’s best estimate of the expenditure required to
settle the present obligation at the reporting date. If the effect of the time value of money is material, provisions
are determined by discounting the expected future cash flows at a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the liability.
The increase in the provision resulting from the passage of time is recognised in finance costs. If economic
resources required to settle a provision are expected to be recovered from a third party, the receivable is
recognised as an asset if it is virtually certain that recovery will be received, and the amount of the receivable
can be reliably measured.
3.13 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently
carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the Consolidated Statement of Comprehensive Income over the period of the borrowings
using the effective interest method.
3.14 The Impact of Coronavirus
During the year the Government continued to implement containment measures to stop the spread of the
Coronavirus. To help with this the Government enforced a number of lockdowns at varying alert levels, each
having different restrictions. During lockdowns where the Company’s offices were forced to shut down, the staff
of Blackwell Global Group were able to continue working from their homes. As at the date these financial
statements have been signed off, the ongoing impacts of the Coronavirus pandemic remain unknown and may
have an impact on the financial position of the Company for the coming 12 months, however given the
Company’s business operations have effectively been wound down, the Board does not consider that it will
have any material exposure.
There has been no reassessment of the useful life of assets or their residual values. While the Company has
secured a varied bond term, and interest rate (refer to note 17.1), and the present value discount rate has been
adjusted to reflect this change, it has not been further adjusted due to any impact from the Coronavirus, as it is
not deemed to have been affected.
Revenue from contracts with loan holding customers have not been impacted. No impairment losses have been
recognised on financial instruments in these audited results, as there has been no significant change in the risk
profile of the loan receivables.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
19
3.15 Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial
year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade
and other payables are presented as current liabilities unless payment is not due within 12 months after the
reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost
using the effective interest method.
3.16 Share Capital
Ordinary Shares
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.
3.17 Cash Flows
The following are the definitions used in the Consolidated Statement of Cash Flows:
Cash and cash equivalents are short term, highly liquid investments that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value.
Operating activities are the principal revenue-producing activities of the Group and other activities that are not
investing or financing activities.
Investing activities are the acquisition and disposal of long-term assets and other investments not included in
cash and cash equivalents.
Financing activities are activities that result in changes in the size and composition of the contributed equity and
borrowings of the Group.
4. Critical Estimates and Judgements used in applying Accounting Policies
The Group prepares its consolidated financial statements in accordance with NZ IFRS, the application of which
often requires judgements to be made by management when formulating the Group’s financial position and
results. Under NZ IFRS, the Directors are required to adopt those accounting policies most appropriate to the
Group’s circumstances for the purpose of presenting a true and fair view of the Group’s financial position,
financial performance and cash flows.
In determining and applying accounting policies, judgement is often required in respect of items where the
choice of specific policy, accounting estimate or assumption to be followed could materially affect the reported
results or net asset position of the Group should it later be determined that a different choice would be more
appropriate.
Below are the critical accounting estimates and judgements.
Provisions for Impairment
In determining expected credit loss (ECL), management is required to exercise judgement in defining what is
considered to be a significant increase in credit risk and in making assumptions and estimates to incorporate
relevant information about past events, current conditions and forecasts of economic conditions.
Furthermore, judgement has been applied in determining the lifetime and point of initial recognition of revolving
facilities.
The calculated probability of default, loss given default and exposure at default are reviewed regularly
considering differences between loss estimates and actual loss experience. To date there has been limited
opportunities to make these comparisons. Therefore, these assumptions, including how they react to forward-
looking economic conditions remain subject to review and refinement.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
20
5. Revenue
The Group recognises revenue from the following major sources:
Interest from loan receivables
Loan fee income
Interest income from term deposits and bank accounts
2021 2020
$ $
Interest income from loan receivables 75,300 306,932
Loan fee income 60,142 129,193
Interest income from term deposits and bank accounts 4 45
135,446 436,169
Sundr
y income 112,833 156,359
112,833 156,359
Total income 248,279 592,529
6. Other Operating Expenses
2021 2020
$ $
Audit fees
– for the audit of the financial statements
23,044 28,750
Accountin
g, consulting and legal
133,247 111,695
NZX fees and list char
ges
93,103 24,445
Insurance expenses
25,352 24,825
Depreciation expenses
5,222 4,186
Professional Services 20,605 7,636
Office Rent 65,839 135,417
Other operatin
g expenses
59,926 75,739
426,338 412,693
Refer to note 25 for more information about the office rent expense.
Audit fees comprises:
2021 2020
$ $
Audit of the current
year financial statements
23,000 28,750
Audit of the prior
year financial statements
44 -
23,044 28,750
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
21
7. Income Tax
This note provides an analysis of the Group’s income tax expense, shows how the tax expense is affected by
non-assessable and non-deductible items.
Reconciliation of income tax expense to prima facie tax payable
2021 2020
$ $
Loss before income tax and ad
justments (779,559) (665,347)
Current
year tax at the tax rate of 28% (218,277) (186,297)
(218,277) (186,297)
Tax effect of amounts which are not deductible in calculating taxable
income/
(loss):
Non-deductible expenses 11,153 35,298
Current tax losses not reco
gnised 207,123 150,999
Income tax expense - -
In view of the current financial position of the Group, the directors have decided not to recognise the deferred
tax asset and accordingly no income tax has been recognised within equity in respect of the contributed equity.
7.1 Tax Losses
2021 2020
$ $
Tax losses for which no deferred tax asset has been reco
gnised (2,690,451) (1,819,324)
Tax losses for which no deferred tax asset has been recognised (prior year
ad
justment) (67,809) (51,736)
Potential tax benefit
@ 28% (772,313) (523,897)
In view of the current financial position and loss position of the Group, the directors have decided not to
recognise any tax benefit on tax losses carried forward by the Group. The availability of tax losses carried
forward are subject to continuity of shareholders requirements being met in order to be utilised by the Group.
8. Imputation Credit Account
2021 2020
$ $
Imputation credits available for use in subsequent periods 136 137
9. Dividends Declared and Paid
No dividends were declared or paid relating to the Group results for the year ended 31 March 2021 (2020: $
Nil).
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
22
10. Earnings Per Share
2021 2020
Basic earnin
gs/(loss) per share (cents): (0.16) (0.15)
Diluted earnin
gs/(loss) per share (cents): (0.16) (0.15)
The losses and weighted average number of ordinary shares used in the calculation of loss per share are
as follows:
2021 2020
Loss for the period attributable to owners of the parent compan
y ($) (779,559) (665,347)
Number of ordinary shares used in the calculation of basic and diluted
earnin
gs per share 502,330,488 450,446,926
At 31 March 2021, there were no financial instruments or rights held by any shareholders that were considered
to be dilutive (2020: Nil). Accordingly, basic and diluted earnings per share are identical for the accounting
periods being reported on.
The Group presents basic and diluted earnings per share (EPS) information for its ordinary shares. Basic EPS
is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number
of ordinary shares on issue throughout the year. Diluted earnings per share is calculated by adjusting the profit
or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding,
adjusted for the effects of all dilutive potential ordinary shares. There were no financial instruments considered
to be dilutive as at 31 March 2021.
11. Net Tangible Assets per Share
2021 2020
Net tan
gible assets ($) 190,764 690,233
Issued shares at balance date 502,330,488 502,330,488
Net tan
gible assets per share (cents) 0.04 0.14
12. Prepayments and Other Receivables
2021 2020
$ $
Prepa
yments 83,296 91,757
Other receivables 51 137
83,347 91,894
Current 8,347 16,894
Non-current 75,000 75,000
83,347 91,894
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
23
13. Property, Plant and Equipment
2021 2020
$ $
Cost
Balance at 1 April
18,270 7,738
Additions
954 10,532
Balance at 31 March
19,224 18,270
Accumulated depreciation
Balance at 1 April
(8,144) (3,958)
Depreciation
(5,222) (4,186)
Balance at 31 March
(13,366) (8,144)
Carrying value 5,858 10,126
14. Trade and Other Payables
2021 2020
$ $
Trade pa
yables 10,472 18,902
Non-residents withholdin
g tax 48,125 64,377
58,597 83,279
15. Accruals, Provisions and Other Liabilities
2021 2020
$ $
Accrued expenses 101,627 105,000
Emplo
yee benefits - 52,310
Deferred income - 13,591
101,627 170,901
16. Loan receivables
2021 2020
$ $
Short term loan receivables 649,121 1,560,301
Accrued interest 968 5,684
Deferred revenue
(6,417) (17,083)
643,672 1,548,901
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
24
16.1 Credit Risk Grading
The Group's receivables are monitored by regular assessment of their credit risk grade based on an objective
review of defined risk characteristics. The portfolio risk is regularly refreshed based on current information.
The loan receivables consist mainly of lending for:
Residential construction
Land purchase
Refinancing
Loans are individually risk graded based on loan status, financial information, security and debt servicing ability.
Exposures in the portfolio are credit risk graded by an internal risk grading mechanism and is part of the loan
application and approval process. All loans are secured on the assets and the portfolios average LVR is 64.87%.
Refer to Note 24.4 on credit risk.
2021 2020
$ $
Neither at least 90 da
ys past due nor impaired 643,672 1,548,901
At least 90 da
ys past due - -
Individuall
y impaired - -
643,672 1,548,901
Expected credit loss allowance - -
643,672 1,548,901
Loan receivables by expected credit loss (ECL) allowance:
Stage 1 Stage 2 Stage 3
$ $ $
As at 1 April 2020
1,548,901 - -
Transfer from Stage 1 to Stage 2
- - -
Transfer from Stage 2 to Stage 1
- - -
Transfer to Stage 3
- - -
Transfer from Stage 3
- - -
Net further lending/(repayments)
(10,407) - -
Asset derecognised (including final repayments)
(1,840,030) - -
New financial assets originated
945,208 - -
As at 31 March 2021
643,672 - -
Residential
construction
Land purchase,
refinancing and
other matters
Total
2021 2020 2021 2020 2021 2020
$ $ $ $ $ $
The concentration of credit risk
b
y loan type -
99,471
643,672
1,449,430
643,672
1,548,901
643,672 1,548,901
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
25
17. Borrowings
2021 2020
$ $
Current borrowings
Bonds 44,178 44,178
44,178 44,178
Non-current borrowings
Bonds 2,324,382 2,467,946
2,324,382 2,467,946
17.1 Bonds
The Group issued $2,000,000 bonds on 18 December 2017 to Blackwell Global Group Limited, a related party
at a fixed interest rate of 6%. The bonds were to mature three years from the issue date at their nominal value
of $2,000,000.
The Group issued a further $500,000 bonds to Blackwell Global Group Limited, a related party on 27 April 2019
at a fixed interest rate of 6%. The interest is payable six monthly. The bonds were to mature three years from
the issue date at their nominal value of $500,000.
The bonds are secured by a first ranking general security deed over all the present and after acquired property
of Blackwell Global Holdings Limited.
The contributed capital component of the bonds represents the difference in fair value between the current fixed
interest rate and the estimated interest rate of a similar bond issued to a third party.
The bond agreement with Blackwell Global Group Limited was amended by Deed of Variation dated 24 March
2020. The maturity period was extended from three to four years, and the interest rate reduced from 6% to 0%
for six months starting 24 March 2020.
On 25 November 2020 a Letter of Undertaking was agreed with Blackwell Global Group Limited further
extending the bond maturity date to 30 June 2022, with 0% interest until maturity. The net present value of the
bonds have been readjusted on the balance sheet for the present value of the face values at maturity using the
original effective interest rate of 6% per annum. The resulting gain on revaluation of bonds is reported as
contributed capital on bonds.
After balance date, on 23 June 2021, the Company intends to redeem $1,000,000 of the bonds for cash and
shall pay that sum to Blackwell Global Group Limited prior to the end of June 2021. Also subject to shareholder
approval, Blackwell Global Group Limited intends to capitalise $500,000 of the secured bonds into 71,428,571
new ordinary shares in the Company, at an issue price of $0.007 per share.
No new bonds have been issued in the period. The value of the bonds recognised in the Consolidated Statement
of Financial Position is calculated as follows:
2021 2020
$ $
Balance at be
ginning of year 2,512,124 2,470,427
Liabilit
y component carried forward 2,512,124 2,470,427
Interest accrual 136,526 147,534
Payment of interest on bonds - (150,000)
Amortisation of the premium on the bonds
(280,090) 44,163
Bond liabilit
y 2,368,560 2,512,124
Bond liability
- in current borrowin
gs 44,178 44,178
- in non-current borrowin
gs 2,324,382 2,467,946
2,368,560 2,512,124
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
26
17.2 Convertible Notes
The Group issued $500,000 convertible notes as part of the restructure on 22 June 2017 at a fixed interest rate
of 8% payable. The convertible notes were to mature three years from the issue date at their nominal value of
$500,000 or converted into shares at the holder’s option anytime from the time of issue to the maturity date at
the rate $0,008 per share per $1 of convertible notes held.
The convertible notes were unsecured.
On 28 January 2020 the major shareholder, Blackwell Global Group Limited exercised its right to convert
$500,000 of the convertible notes into ordinary shares in Blackwell Global Holdings Limited. The conversion
into ordinary shares has been calculated at an issue price of $0.008 resulting in the issue of 62,500,000 ordinary
shares. $4,369 of costs relating to the issue of the shares were netted against the $500,000 share conversion,
resulting in increased capital of $495,631.
The aggregated amortisation of the convertible notes, which related to the net present value of the bond liability
was transferred to other comprehensive income upon conversion of the notes into ordinary shares.
No new convertible notes have been issued in the period. The value of the convertible notes recognised in the
Consolidated Statement of Financial Position is calculated as follows:
2021 2020
$ $
Balance at be
ginning of year - 443,469
Equit
y component recognised in convertible notes reserve - 114,716
Liabilit
y component carried forward - 558,185
Interest accrual - 30,137
Payment of interest on convertible notes - (40,000)
Convertible notes exercised -
(500,000)
Amortisation of premium - 28,679
Amortisation of premium netted a
gainst interest expense - (77,001)
Convertible notes liability
-
-
Convertible note liability
- in current borrowin
gs - -
- in non-current borrowin
gs - -
- -
18. Cash and Cash Equivalents
2021 2020
$ $
Cash at bank and on hand 1,986,671 1,805,615
1,986,671 1,805,615
The current floating interest rate on cash in bank accounts is 0.05% per annum. The current overdraft interest
rate on any unarranged overdraft is 22.5% per annum and is subject to change.
The bank balances are held with New Zealand trading bank with AAA credit ratings.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
27
19. Net Debt
This section sets out an analysis of net debt for the periods presented for the Group.
2021 2020
$ $
Cash and cash equivalents 1,986,671 1,805,615
Borrowin
gs - current (44,178) (44,178)
Borrowin
gs - non-current (2,324,383) (2,467,946)
(381,890) (706,508)
20. Share Capital
No. of
Shares $
Ordinar
y shares at 1 April 2019 439,830,488 12,110,746
Ordinar
y shares issued during the year 62,500,000 495,631
Ordinar
y shares as at 01 April 2020 502,330,488 12,606,377
Ordinary Shares as at 1 April 2020 502,330,488 12,606,377
Ordinar
y shares issued during the year - -
Ordinar
y shares as at 31 March 2021 502,330,488 12,606,377
All Ordinary Shares are issued and fully paid, have an equal right to vote, to dividends and to any surplus on
winding up. The Group does not have a total number of authorised shares. The Board may issue shares or
other equity securities to any person in any number it thinks fit provided that while the Group is Listed, the issue
is made in accordance with the NZX listing rules.
21. Subsidiaries
Details of the Group’s subsidiaries at the end of the reporting period are as follows:
Proportion of interest
and voting power
held by the Group
Name of subsidiary Principal activity
2021 2020
Blackwell Global Finance Limited Diversified financial services 100% 100%
NZF Money Limited (in receivership) In receivership 100% 100%
Blackwell Global Funds Limited Special purpose vehicle established as
custodian for funding arrangement
100% 100%
The place of incorporation and operation for all subsidiaries is New Zealand. The balance date of all companies
in the Group is 31 March. All subsidiary entities were dormant in the current and previous financial years.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
28
22. Fair Values
The Group measures fair values using the following fair value hierarchy, which reflects the significance of the
inputs used in making the measurements.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (that is, as prices), or indirectly (derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
No assets or liabilities were recognised at fair value at balance date (2020: Nil).
As at 31 March 2021 and 31 March 2020, cash and cash equivalents, trade and other receivables (excluding
prepayments), trade and other payables and accruals approximated their fair value due to being short term.
23. Financial Instruments by Category
Financial Assets
At amortised
cost
Total
$ $
2021
Loan Receivables 643,672 643,672
Cash and cash equivalents 1,986,671 1,986,671
Other Receivables 8,347 8,347
2,638,690 2,638,690
At amortised
cost
Total
$ $
2020
Loan receivables 1,548,901 1,548,901
Cash and cash equivalents 1,805,615 1,805,615
Other receivables 16,894 16,894
3,371,410 3,371,410
Financial Liabilities
At amortised
cost
Total
$ $
2021
Trade and other pa
yables 58,597 58,597
Borrowin
gs 2,368,560 2,368,560
Accruals and other liabilities 101,627 101,627
2,528,784 2,528,784
2020
Trade and other pa
yables 83,279 83,279
Borrowin
gs 2,512,124 2,512,124
Accruals and other liabilities 105,000 105,000
2,700,403 2,700,403
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
29
24. Risk Management
24.1 Market Risk
Market risk is the risk that market interest rate or foreign exchange rates will change and impact on the Group's
earnings due to either mismatches between repricing dates of interest-bearing assets and liabilities. Refer to
note 24.3 on interest rate risk for further details regarding interest rate risk. The Group has no exposure to
pricing or foreign exchange risks.
24.2 Liquidity Risk
Liquidity risk is the risk that the Group is unable to meet its payment obligations as they fall due. The timing
mismatch of cash flows and the related liquidity risk is inherent in all financial operations and is closely monitored
by the Group.
Management of liquidity risk is designed to ensure that the Group has the ability to generate or obtain sufficient
cash in a timely manner and at a reasonable price to meet its financial commitments on a daily basis.
The objective of the Group is to derive the most appropriate strategy in terms of the mix of assets and liabilities
given its expectations of future cash flows, liquidity constraints and capital adequacy.
Although the Group is not bound by any restrictive lending limit restrictions, current strategies include minimum
loan no less than $50,000 and maximum lending limit of $2,000,000. All loans require sign off by the board
members.
The Group holds the following financial assets for the purpose of managing liquidity risk:
Cash and cash equivalents $1,986,671 (2020: $1,805,615).
Liquidity table
The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining
period at the consolidated statement of financial position date to the contractual maturity date. The amounts are
disclosed in the table are the contractual undiscounted cash flows.
2021
0-6
Months
7-12
Months
1-2 Years 2-5 Years 5+ Years Total
$ $ $ $ $ $
Borrowings - - 2,544,178 - - 2,544,178
Trade and other payables 58,597 - - - - 58,597
Accruals, provisions and
other liabilities 29,627 - - - - 29,627
88,224 - 2,544,178 - - 2,632,402
2020
0-6
Months
7-12
Months
1-2 Years 2-5 Years 5+ Years Total
$ $ $ $ $ $
Borrowings - 44,178 2,000,000 500,000 - 2,544,178
Trade and other payables 83,279 - - - - 83,279
Accruals, provisions and
other liabilities 170,901 - - - - 170,901
254,180 44,178 2,000,000 500,000 - 2,798,358
The remaining loan receivable at 31 March 2021 was received in June 2021.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
30
24.3 Interest Rate Risk
Currently the Group has only one interest bearing cash and cash equivalents bank account. This relates to the
bank account with floating interest rates. The impact on loss after tax and equity would be as follows if the
interest rates deviated by 1% from the current interest rates:
2021 2020
$ $
Cash and cash equivalents 1,986,671 1,805,615
Rate
(+/-1%) 19,867/(19,867) 18,057/(18,057)
The entity has one remaining loan receivable balance at 31 March 2021 which has a fixed interest rate. All
other interest-bearing financial assets and liabilities are at fixed interest rates.
24.4 Credit Risk
Credit risk is the risk that a borrower will default on any type of debt by failing to make payments which it is
obligated to make. The risk is primarily that of the lender and includes loss of principal and interest, disruption
to cash flows and increased collection costs.
The Group's exposure to credit risk is governed by a credit risk policy approved by the Board by special
resolution on 22 June 2017. This policy sets out the nature of risk which may be taken and aggregate risk limits,
and the Group must conform to this.
Credit risk is managed to achieve sustainable risk-reward performance whilst maintaining exposures within
acceptable risk parameters. This is achieved through the combination of governance, policies, systems and
controls, underpinned by commercial judgement as described below.
Formal credit risk management strategies are in place to oversee and manage the Group's credit risk exposures
typically on six monthly basis to ensure consistency with the Group's credit policies to manage all aspects of
credit risk. The credit risk management strategies ensure that:
• Credit origination meets agreed levels of credit quality at point of approval.
• Maximum total exposure to any one debtor is actively managed.
• Changes to credit risk are actively monitored with regular credit reviews.
The loan recommendation aims to cover the following in order to achieve the overall objective to evaluate the
firm's or individual's financial capabilities and determine if they are able to settle their loan obligations with the
Group in the long run:
• Background
• Purpose
• Ownership and management
• Security
• Market information
• Financial information
• Value of security and guarantee(s)
• Cashflow and financial strength of the borrower, owner and guarantor(s).
2021 2020
$ $
Loans receivable
Secured b
y mortgage or first ranking caveat over property 643,672 1,548,901
643,672 1,548,901
Principal and interest loans are secured loans where the debtor repays capital and interest on a regular basis.
Current year loans are ranging from $250,000 to $1,000,000 varying from 5-month to 18-month terms.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
31
Generally, these loans are to finance transactions relating to property, refinancing or personal matters. These
are generally secured loans over property.
There is one remaining loan outstanding at 31 March 2021, which is secured over a residential property in
Papatoetoe, Auckland. The loan balance at 31 March 2021 is $643,672 and the property valuation is $910,000.
The loan was repaid in June 2021.
In some instances, interest may be capitalised or partially capitalised during the term of the loan and the debtor
repays the full capital plus any capitalised interest at the end of the loan. Loans may be rolled over or extended
at the end of their initial term if approved by the board.
2021 2020
$ $
Capitalisin
g interest loans
Balance of loans with full/partial capitalisin
g interest 649,121 539,250
Accrued interest capitalised 968 3,311
650,089 542,561
Cash Management
Any cash on hand is held by the ASB Bank which is a registered bank and has an AA- rating with Standard and
Poor's.
Loan to value ratio (LVR) range
Loan to value ratios are reviewed prior to any lending approvals and are subject to the approved credit policy.
The maximum LVR varies by region:
Location LVR
Metropolitan - Auckland 70%
Metropolitan - Other 68%
Re
gional 50%
The Board approve any lending not within the credit policy. In 2021 there was no lending outside of the scope
of the credit policy (2020: Nil).
25. Related Parties
Blackwell Global Holdings Limited (the Group) is controlled by Blackwell Global Group Limited (incorporated in
the Cayman Islands) which owns 62.01% of the Company’s shares. The Group’s ultimate controlling party is Mr
Kaw Sing Chai, who also owns 11.12% of the Company’s shares in his own name. The remaining 26.87% of
the Company’s shares are widely held.
Related party transactions
The following expenses were paid by Blackwell Global Investments Limited on behalf of the Group. It has been
agreed that these costs will not be recovered from the Group. The benefit of these transactions is recognised
in sundry income (note 5) with the corresponding expenses included in operating expenses.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
32
2021 2020
$ $
Cleanin
g and Laundry - 1,628
Electricit
y 2,600 3,690
Office Expenses 23,359 -
Printing and Stationery
- 1,240
Telephone, Tolls and Internet
7,445 13,915
Office Rent
65,839 135,417
99,243 155,891
Other related party transactions
2021 2020
$ $
Invoices issued by: Related party
Boston Kiwi Corporation Crai
g Alexander 921 4,485
Anthon
y Harper Ewe Leong Lim 42,255 6,982
Anthony Harper, where director Ewe Leong Lim is a partner, provided legal services to the Group. Boston Kiwi
Corporation, where director Craig Alexander is a partner, provided consulting services to the Group.
25.1 Remuneration of Directors
2021 2020
$ $
Sean Jo
yce 86,250 86,250
Crai
g Alexander 51,750 51,750
Sa
y Chan Law (James) 51,750 51,750
Ewe Leon
g Lim 51,750 51,750
Kaw Sin
g Chai (Michael) (70,500) 45,000
171,000 286,500
On 9 March 2021, Kaw Sing Chai (Michael) signed a memorandum agreeing to waive payment of all accrued
and unpaid director fees to date and waive payment of future director fees. The total accrued director fees owed
to him of $111,750 were therefore reversed causing his remuneration to be negative for the year.
All directors are common to all the subsidiary companies in the Group.
25.2 Key Management Personnel Remuneration
Key management personnel include directors and senior management. The directors are remunerated solely
through directors fees which are separately disclosed in Note 25.1. The amounts discussed below relate to
senior management.
2021 2020
$ $
Salaries and fees 291,553 275,400
Number of personnel remunerated 2 2
As a result of the Directors decision to wind down the existing finance company operation, the Chief Executive
and Chief Operating Officer roles were disestablished and both members left in February 2021.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
33
The Chief Executive, when employed, was paid a base salary of $180,000 per annum for the year ended 31
March 2021 (2020: $180,000). There is currently no long, or short-term incentive scheme. The Chief Executive
had certain entitlements for the reimbursement of expenses. These were mostly in relation to travel expenses
and home office costs.
25.3 Directors Shareholdings
Number of Shares
Directo
r Holder(s)
2021 2020
Kaw Sin
g Chai (Michael) Kaw Sing Chai (Michael) 55,871,667 55,871,667
Sa
y Chan Law (James) Say Chan Law (James) 19,290,000 27,826,000
All directors are common to all the subsidiary companies in the Group.
As at 31 March 2021, Kaw Sing Chai also has 100% shareholding in Blackwell Global Group Limited (2020:
100%) which holds 311,501,199 shares in the Group.
During 2019 and 2018, bonds were issued to Blackwell Global Group Limited based in Singapore in which Kaw
Sing Chai has shareholding interests. Refer to note 17 for further details.
Director Ewe Leong Lim made the decision to retire from his role as non-executive director which came into
effect on 31 March 2021.
25.4 Interested Transactions
During the year legal services were obtained from Anthony Harper where Ewe Leong Lim is a partner totalling
$29,318 (2020: $6,982).
During the year $12,938 of Ewe Leong Lim’s director fees were paid to Anthony Harper per instruction from
Ewe Leong Lim.
During the year consulting services were received from Boston Kiwi Corporation where Craig Alexander is a
partner totalling $921 (2020: $4,485).
Directors' Remuneration
Remuneration details of Directors are provided above.
Indemnification and Insurance of Officers and Directors
The Group indemnifies Directors and Executive Officers of the Group against all liabilities which arise out of the
performance of their normal duties as Directors or Executive Officers, unless the liability relates to conduct
involving lack of good faith. To manage this risk, the Group has indemnity insurance. The total cost of this
insurance expensed in the Group during the financial year was $19,987 (2020: $19,818).
Share Transactions
No directors acquired or disposed of any Ordinary Shares in the Group during the year. In 2020 Blackwell Global
Group Limited, in which Kaw Sing Chai has shareholding interests, exercised its right to convert convertible
note issued into Ordinary Shares. Refer to note 17 for further details.
Directors' Loans
There were no loans made by the Group to the Directors or by the Directors to the Group during the year.
Use of Group Information
The Board received no notices during the year from Directors requesting to use Group information received in
their capacity as Directors which would not otherwise have been available to them.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
34
26. Going Concern
The Group has incurred a net loss for the year of $779,559 (2020: loss of $665,347) and as of 31 March 2021
has positive equity of $190,764. The Company is reliant upon the continued support of its lenders including
shareholder advances. The going concern basis assumes continued support of these parties in following
financial periods. The Board have implemented a number of strategies to reduce the outgoings of the Company
and is actively looking to identify a suitable business opportunity to invest in and/or acquire through a reverse
takeover transaction (RTO).
The Company has received a letter of comfort from its largest shareholder Blackwell Global Group Limited,
where it has agreed to provide financial support for the next 12 months. Blackwell Global Group Limited has
agreed to capitalise $500,000 of its Bonds into 71,428,571 new ordinary shares in the Company, at an issue
price of $0.007 per share. This development will, subject to shareholder approval, provide BGI with an additional
$500,000 of capital which will provide the Company with sufficient working capital to fund the outgoings and
expenses of the company for not less than 12 months from the date of these financial statements.
The Company is able to meet loan repayment commitments and costs given the current bank balance of
$1,986,671. The directors in determining that the financial statements be prepared on a going concern basis
have taken into account events subsequent to balance date.
27. Segment Reporting
Operating segments are reported in the manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision maker is identified as the Board of Directors. The Group
internally reported as a single operating segment to the chief decision-maker.
28. Capital Management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust issue of new shares or borrowings to
reduce debt.
29. Lease Commitments
As at 31 March 2021, the Group had no material lease commitments (2020: Nil).
30. Capital Commitments
There were no capital commitments at 31 March 2021 (2020: Nil).
The Group had the following drawdown commitments to extend credit to borrowers:
2021 2020
$ $
Drawdown commitments to extend credit to borrowers - 177,500
31. Contingent Assets and Liabilities
There are no material contingencies as at 31 March 2021 (2020: Nil).
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
35
32. Subsequent Events
The following events after balance date have occurred:
Repayment of last loan
The last outstanding loan as at balance date has been repaid in full without deduction.
Capitalisation of $500,000 of secured bonds, and redemption of $1 million of Bonds for cash
On 23 June 2021, the independent directors of the Company agreed with its major shareholder, Blackwell Global
Group Limited (“BGGL”) that:
BGGL would, subject to obtaining shareholder approval, capitalise $500,000 of the secured bonds
previously issued by the Company to BGGL (“Bonds”) into 71,428,571 new ordinary shares in the
Company, at an issue price of $0.007 per share (the Capitalisation); and
The Company would redeem $1,000,000 of the Bonds for cash and shall pay that sum to BGGL prior
to the end of June 2021.
Following the completion of both of the above transactions, there will be $1,000,000 of Bonds that remain
outstanding (to be repaid by the Company in accordance with their terms).
The proceeds of the Capitalisation will be applied towards funding the working capital requirements of the
Company.
The Company proposes to seek shareholder approval to the proposed Capitalisation at the Annual Meeting of
the Company, which is anticipated to take place in early August 2021.
NZ RegCo referral
1. On 22 June 2021, the company was confidentially advised by NZX Regulation Limited (NZ RegCo) that NZ
RegCo had, following consultation with the Financial Markets Authority, concluded its investigation into
events in June and July 2020 surrounding the manner in which company notified the market of its net
tangible assets per share as part of its 31 March 2020 full year results announcement released through
NZX’s Market Announcement Platform (MAP) on 25 June 2020. NZ RegCo advised it had concluded that
the company’s actions in entering an incorrect figure for its net tangible assets in the NZX results form and
through MAP were in breach of NZX Listing Rules 3.5.1 and 3.26.1. NZ RegCo further advised it had been
authorised by its Board to refer the matter to the NZ Markets Disciplinary Tribunal (Tribunal) to seek the
following sanctions:
A public censure of BGI.
An order that BGI pay a financial penalty of $50,000 to the NZX Discipline Fund (plus GST, if any).
An order that BGI pay the costs incurred by the Tribunal (plus GST), in relation to this matter.
An order that BGI pay a sum equal to the costs incurred by the NZX (plus GST, if any).
An order that BGI pay a sum equal to NZ RegCo’s external legal costs incurred in relation to this
matter (including GST, where applicable).
NZ RegCo has estimated the costs sought in relation to the above as $10,000 for external legal costs,
$12,000 for a contribution toward NZ RegCo's own internal costs, and Tribunal costs in the range
$12,000 to $20,000 (plus GST, if any, in each case).
2. The company accepts that it inadvertently made an error in entering the net tangible assets per share in the
MAP data entry system, and made the same error in a form released to the market alongside the full financial
results (which correctly stated the company net assets per share). The company has no reason to believe
that its inadvertent error was the cause of unusual trading volumes, and volatile price discovery, prior to
and following announcement of the company’s results, and was not aware of its error until NZX Operations
drew the matter to the company’s attention on 23 July 2021. The company fully co-operated with the NZ
RegCo investigation, providing a comprehensive response on 3 October 2020 to queries NZ RegCo made
of it on 28 September 2020.
Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2021
36
3. As at the date of these financial statements, the company has entered into confidential settlement
discussions with NZ RegCo in respect of the above subject matter.
An accrual has been made within these financial statements to account for the expected costs in this matter.
There have been no other significant events after balance date.
33. Approval of Financial Statements
The financial statements were approved by the directors and authorised for issue on 29 June 2021.
Additional Information
Blackwell Global Holdings Limited
For the year ended 31 March 2021
37
The names of the Directors of the Group in office at the date of this Report are:
Directors
Craig Irving Alexander
Kaw Sing Chai (Michael)
Kim Chan Steve Chua (Alternate)
Sean Robert Joyce (Chair)
Say Chan Law (James)
Ewe Leong Lim (resigned 31 March 2021)
Auditors
Fees accrued to William Buck in the 2021 year are $23,000.
Employees
The number of employees not being directors, within the Group receiving annual remuneration and benefits
above $100,000 are as shown in the following table.
2021 2020
$180,000 - $189,999 1 1
Donations
There were no donations paid during the year (2020: $Nil).
Shareholders
As at 01 April 2021 there were 478 shareholders.
Share Issues
There were no share issues during the year (2020: 62,500,000).
Shareholder Details
The ordinary shares of Blackwell Global Holdings Limited are listed on the NZX Main Board market operated
by NZX Limited.
Additional Information
Blackwell Global Holdings Limited
For the year ended 31 March 2021
38
Largest Shareholders
Shareholder data in Additional Information is as at 11 May 2021, unless otherwise stated.
Name
Fully Paid Ordinary
Shares Number Held % Held
1 Blackwell Global Group Limited 311,501,199 62.01%
2 Chai Kaw Sin
g 55,871,667 11.12%
3 New Zealand Depositor
y Nominee 31,380,361 6.25%
4 Sa
y Chan Law 19,290,000 3.84%
5 Pat Redpath O`Connor 17,010,002 3.39%
6
Lynton Ross Campbell & Dennis Michael Graham & Mark
Hume Thonton 9,095,514 1.81%
7 Barbara Charlotte Brown 7,834,488 1.56%
8 Annette Kathleen Earl
y 4,010,000 0.80%
9
Fiona Patrica Lyons & Kim Nigel Lyons & K & F Lyons
Trustees Limited 3,001,915 0.60%
10 Minhua Chen 2,474,461 0.49%
11
Paul Richard Huljich & Mark Richard Huljich & Simon Paul
Hul
jich 2,451,664 0.49%
12 Walter Mick Geor
ge Yovich & Jeanette Julia Yovich 2,193,409 0.44%
13 New Zealand Central Securities Depositor
y Limited 2,142,710 0.43%
14 Land Securities Limited 1,689,752 0.34%
15 Kim Best 1,400,000 0.28%
16 Teck Khin
g Yong 1,331,069 0.26%
17 Ta
ylor Zane Lucey 1,250,000 0.25%
18 David Alexander Kenned
y 1,062,500 0.21%
19 Tzu-Ton
g Ma 881,000 0.18%
20 Mar
garet Dorothea Greene 819,672 0.16%
20 Walter Mick Geor
ge Yovich 819,672 0.16%
Distribution of Equity Securities
Number of Security Holders Number of Securities
Size of Holdin
g Number % Number %
1-1,000 34 7.11% 22,680 0.00%
1,001-5,000 129 26.99% 444,166 0.09%
5,001-10,000 67 14.02% 564,073 0.11%
10,001-100,000 165 34.52% 6,028,394 1.20%
100,001 or more 83 17.36% 495,271,175 98.59%
478 100.00% 502,330,488
100.00%
Additional Information
Blackwell Global Holdings Limited
For the year ended 31 March 2021
39
Substantial Product Holders
Pursuant to Section 293 of the Financial Markets Conduct Act 2013, details of substantial product holders and
their total relevant interests as at 31 March 2021 is as follows:
Number of Shares
Blackwell Global Group Limited 311,501,199
Chai Kaw Sin
g 55,871,667
New Zealand Depositor
y Nominee 31,380,361
The total number of Shares on issue as at 31 March 2021 was 502,330,488 (2020: 502,330,488).
Shareholder Enquiries
Shareholders should send changes of address to Link Market Services Limited at the address noted in the
Company Directory. Notification must be in writing. Questions relating to shareholdings should also be
addressed to Link Market Services Limited. For information about the Company please contact the Company
at the Registered Office by sending an e-mail to info@bgholdings.co.nz or visit the website
www.bgholdings.co.nz.
Announcement and Reporting to Shareholders
The Company has established an e-mail list of Shareholders that want to receive announcements and reports
made by Blackwell Global Holdings Limited to the NZX. Announcements and reports are e-mailed to
Shareholders who wish to receive them shortly after they are released. This will include the Annual Meeting
addresses, Annual Reports and Interim Reports. If you want to be added to this listing, please e-mail
registry@bghholdings.co.nz and advise us of your preferred e-mail address. Your e-mail details will be kept
confidential.
Waivers
During the course of the financial year ended 31 March 2021 the Company obtained no waivers from NZX
Limited.
COMPANY DIRECTORY
Blackwell Global Holdings Limited
For the year ended 31 March 2021
40
As at 31 March 2021
Independent Directors
Share Re
gistrar
Sean Jo
yce
Link Market Services Limited
Crai
g Alexander
Deloitte Centre, 80 Queen Street, Auckland
Tel: 09 375 5998
Non-executive Directors
Kaw Sing Chai
Solicitors
Say Chan Law
Chapman Tripp
Kim Chan Steve Chua
Level 34, PwC Tower 15 Customs Street West
Ewe Leong Lim (resigned 31 March 2021)
Auckland
Re
gistered Office (1 July 2021 – Pending)
Bankers
84 Coates Avenue
ASB Bank Limited
Orakei, Auckland
ASB, North Wharf, 12 Jellicoe Street, Auckland
Compan
y Number
Auditor
1474151
William Buck
Level 4
Incorporated
21 Queen Street
22 Januar
y 2004 Auckland 1010
Shares Issued
502,330,488 Ordinar
y
Blackwell Global Holdings Limited
Independent auditor’s report to the Shareholders
Report on the Audit of the Consolidated Financial
Statements
Opinion
We have audited the consolidated financial statements of Blackwell Global Holdings
Limited (the Group), 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 a summary of
significant accounting policies.
In our opinion, the accompanying consolidated financial statements give a true and fair
view of the financial position of the Group as at 31 March 2021, and of its financial
performance and its cash flows for the year then ended in accordance with New Zealand
equivalents to International Financial Reporting Standards (NZ IFRS).
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 Financial Statements section of our
report. We are independent of the Group in accordance with Professional and Ethical
Standard 1 International Code of Ethics for Assurance Practitioners (including International
Independence Standards) (New Zealand) issued by the New Zealand Auditing and
Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the IESBA Code. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the
Group.
42
Material Uncertainty Related to Going Concern
We draw attention to Note 26 in the financial statements, which indicates that the Group incurred a net loss
of $779,559 during the year ended 31 March 2021, and as of that date, has equity of $190,764. The Group
is reliant on ongoing support from its key shareholder, which has been provided. As stated in Note 26,
these events or conditions, along with other matters as set forth in Note 26, 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.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Directors are responsible for the other information. The other information comprises the Chairman’s
Report, Corporate Governance Statement, Additional Information, and Company Directory, but does not
include the 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 thereo
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
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.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Loan Impairment
Area of focus How our audit addressed it
The Group’s loan receivables of $649,121 as
detailed in Note 16 to the financial statements
form a significant asset for the Group. Given
the risk profile of such loans, these represent a
key focus of audit testing.
The Group has not recorded any bad debt
expense for the year and has no provision for
doubtful debts at 31 March 2021. The Group’s
Our audit procedures included the following:
- Reviewing all loan files to ensure all
appropriate loan documentation has
been prepared and executed;
- Reviewing the level of security over the
loans and ensuring such security is
correctly registered;
43
assessment of this provision is a significant
judgement in preparation of the financial
statements and accordingly represents an area
of audit focus.
- Reviewing the repayment profile of each
loan and assessing any loans which
have not maintained their contracted
level of repayments;
- Reviewing the likely doubtful debt
position and assessing this against the
level of provision applied.
Directors’ Responsibilities
The directors are responsible on behalf of the Group for the preparation of consolidated financial
statements that give a true and fair view in accordance with New Zealand equivalents to International
Financial Reporting Standards, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible 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 Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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
financial statements.
A further description of our responsibilities for the audit of these financial statements is located at the
External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement director on the audit resulting in this independent auditor’s report is Michael Wood.
44
Restriction on Distribution and Use
This report is made solely to the Group’s shareholders, as a body. Our audit work has been undertaken so
that we might state to the Group’s shareholders those matters which 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 Group and the Group’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
William Buck Audit (NZ) Limited
Auckland
29 June 2021
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Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- RAK — Rakon Limited: Rakon FY2021 Annual Report and Review2021-06-29
“Rakon Limited ANNUAL REPORT 2021 2 2 Table of Contents Directors’ Statement .................................................................................................................................... 3 Statement of Comprehensive Income .......................…”
- MEE — Me Today Limited: Me Today Limited Annual Report2021-06-30
“Annual Report FOR THE YEAR ENDED 31 MARCH 2021 Contents CHAIR & CEO REPORT 4 DIRECTORS’ PROFILES 8 FINANCIAL STATEMENTS Consolidated Statement of Comprehensive Income 12 Consolidated Statement of Changes in Equity 13 Consolidated Statement of Financial Position 14 Consolidated…”
- TRA — Turners Automotive Group: Annual Report 20212021-06-24
“CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 31 March 2021 Turners Automotive Group Limited Consolidated statement of changes in equity for the year ended 31 March 2021 Revaluation of financial assets at Cash flow Share Share Translation fair value he…”