Half year results

1
Goodwood Capital Limited
PO Box 105 745
Auckland 1143


Goodwood Capital Limited (NZX: GWC)

The Board of Goodwood Capital Limited (NZX: GWC) has today announced the unaudited half-year
financial results of the business for the six months ended 30 September 2021.

Half year results announcement for the six months ended 30 September 2021

Results for announcement to the market
Name of issuer Goodwood Capital Limited (NZX: GWC)
Reporting Period 6 months to 30 September 2021
Previous Reporting Period 6 months to 30 September 2020
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$- -%
Total Revenue $- -%
Net profit/(loss) from
continuing operations
$(89) 97%
Total net profit/(loss) $(89) 97%
Interim/Final Dividend
Amount per Quoted Equity
Security
The company does not propose to pay a dividend at this time.
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$(0.0066)
(as at 30 September 2021)
$(0.0181)
(as at 30 September 2020)
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer to the unaudited interim financial statements that accompany
this announcement.

2
Authority for this announcement
Name of person authorised to
make this announcement
Sean Joyce
Contact person for this
announcement
Sean Joyce
Contact phone number +64 21 865 704
Contact email address sean@corporate-counsel.co.nz
Date of release through MAP 26 November 2021

Unaudited financial statements accompany this announcement.

Ends

---

GOODWOOD CAPITAL LIMITED

Interim Financial Statements

For the six months ended 30 September 2021

Goodwood Capital Limited
Interim Financial Report
For the six months ended 30 September 2021



1

Table of Contents

Letter from the Chair 2
Consolidated Statement of Comprehensive Income 4
Consolidated Statement of Changes in Equity 5
Consolidated Statement of Financial Position 6
Consolidated Statement of Cash Flows 7
Notes to the Consolidated Financial Statements 8

Goodwood Capital Limited
PO Box 105 745
Auckland 1143


2



26 November 2021

During the course of the 6 month period ended 30 September 2021, the following material events have
occurred:
• Mounterowen Limited (Mounterowen) (a company controlled by director Sean Joyce) has continued
to support the Company. To date, during the financial year ending 31 March 2022 Mounterowen has
provided further unsecured loan advances to the Company amounting to $90,000. These advances
have been applied towards funding the ongoing costs associated with the Company maintaining its
listing on the NZX Main Board.
• The Company issued 720,000 new shares at an issue price of $0.02 per share to raise $14,400 in
aggregate. These funds were raised to assist funding the Company’s ongoing working capital
requirements.
Half Year Result for the six month period ended 30 September 2021
The financial result for the Company for the six month period ended 30 September 2021 is a loss after
taxation of NZ$89,258 which is largely due to costs associated with maintaining an NZX listing, directors
fees, and accounting and administration costs.
Going Forward
The Board is actively looking to identify a suitable business opportunity to invest in and/or acquire through
a reverse takeover transaction (RTO). Discussions have been had with potential acquisition targets to date,
but so far none of those discussions have developed into a tangible transaction.
What is an RTO?
An RTO is a transaction structured such that the Company would acquire 100% of the business assets, or
the shares in the company that owns the business assets, in consideration for the payment of cash and/or
the issue of new shares in the Company, to the vendors, to fund the acquisition.
The new business acquired would then effectively become a subsidiary of the Company (the listed
company), trading on the NZX Main Board. The stakeholders in the business acquired, would become
shareholders in the Company as part of the RTO, and would have representation at the Board level as
appropriate.
In conjunction with the RTO process, the Company would seek to raise additional growth capital to assist in
funding the future growth of the business.
Investment Criteria
The Board is focusing on business opportunities that satisfy one or more of the following investment
criteria:
• The business has excellent personnel and management
• The business operates in an attractive and positive business sector
• The business has a robust business model
• The business has solid historical earnings, or alternatively has a sound business platform from which
to implement its business plan and generate strong earnings in the future;

Goodwood Capital Limited
PO Box 105 745
Auckland 1143


3
• The business owns proprietary intellectual property
• The business has potential to grow organically, via acquisition, or through the further investment in
capital plant
• The business has the potential to scale internationally
• The business would benefit from being able to raise additional capital on the market
• Is likely to generate superior returns for the Company and its existing shareholders
The Board continues to investigate all credible investment opportunities that present themselves and are
hopeful of having a transaction underway during the course of this year.
Yours sincerely

Sean Joyce
Chair

Goodwood Capital Limited
Consolidated Statement of Comprehensive Income
For the six months ended 30 September 2021



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

4



6 mths ended6 mths ended
30 Sep 202130 Sep 2020
(unaudited)(unaudited)
Note
NZ$NZ$
Continuing operations
Revenue --
Administrative expenses1(89,416)(45,285)
Loss before income tax(89,416)(45,285)
Income tax benefit158-
Loss from continuing operations(89,258)(45,285)
Discontinued operations
Foreign exchange loss-(12,196)
Loss from discontinued operations (net of tax)-(12,196)
Net loss after taxation attributable to shareholders(89,258)(57,481)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translation of foreign operations-12,196
Total comprehensive loss for the period attributable to shareholders(89,258)(45,285)
Total comprehensive loss for the period attributable to shareholders
Continuing operations(89,258)(45,285)
Discontinued operations--
(89,258)(45,285)
Earnings/(loss) per share from continuing operations:
- basic and diluted loss per share (NZ$)3(0.0027)(0.0026)
Earnings/(loss) per share from continuing and discontinued operations:
- basic and diluted (loss)/earnings per share (NZ$)3(0.0027)(0.0033)

Goodwood Capital Limited
Consolidated Statement of Changes in Equity
For the six months ended 30 September 2021



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

5






Note
Foreign
currency
Share
capital
Accumulated
losses
translation
reserveTotal equity
NZ$NZ$NZ$NZ$
Balance at 1 April 2020 (audited)12,583,107(12,712,459)(142,693)(272,045)
Loss attributable to shareholders of the company-(57,481)-(57,481)
Exchange differences on translating overseas subsidiary--12,19612,196
Balance at 30 September 2020 (unaudited)12,583,107(12,769,940)(130,497)(317,330)
Balance at 1 April 2021 (audited)12,885,776(13,031,748)-(145,972)
Loss attributable to shareholders of the company-(89,258)-(89,258)
Issue of ordinary shares614,400--14,400
Balance at 30 September 2021 (unaudited)12,900,176(13,121,006)-(220,830)

Goodwood Capital Limited
Consolidated Statement of Financial Position
As at 30 September 2021



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

6




The financial statements were approved by the Board on 26 November 2021.

Signed on behalf of the Board:



Sean Joyce Roger Gower
Director Director

30 Sep 202131 Mar 2021
(unaudited)(audited)
Note
NZ$NZ$
ASSETS
Current assets
Cash and cash equivalents17,110 51,368
Receivables and other current assets13,827 27,305
Total current assets30,937 78,673
Non-current assets
NZX bond20,000 20,000
Total non-current assets20,000 20,000
Total assets50,937 98,673
LIABILITIES
Current liabilities
Trade and other payables11,406 26,582
Total current liabilities11,406 26,582
Non-current liabilities
Loan advances (unsecured)5260,361218,063
Total non-current liabilities260,361 218,063
Total liabilities271,767 244,645
Net assets
(220,830)(145,972)
EQUITY
Share capital612,900,176 12,885,776
Accumulated losses(13,121,006)(13,031,748)
Total equity
(220,830)(145,972)

Goodwood Capital Limited
Consolidated Statement of Cash Flows
For the six months ended 30 September 2021



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

7



6 mths ended6 mths ended
30 Sep 202130 Sep 2020
(unaudited)(unaudited)
Note
NZ$NZ$
Cash flows used in operating activities
Payments to suppliers(88,816)(144)
Income tax refunded158-
Net cash used in operations
7
(88,658)(144)
Cash flows from investing activities--
Cash flows from financing activities
Loan advances received
5.140,000-
Proceeds from issue of share capital614,400-
Net cash from financing activities54,400-
Net decrease in cash and cash equivalents
(34,258)(144)
Cash and cash equivalents at the beginning of the period
51,3681,659
Cash and cash equivalents at the end of the period
17,1101,515

Goodwood Capital Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2021


8

A. General Information
These unaudited interim condensed financial statements are for Goodwood Capital Limited (“Goodwood
Capital” or “the Company”). The comparative amounts for the six months to 30 September 2020 include
the results of the Company’s subsidiary, Snakk Media Pte. Limited (“Snakk Media Pte”). Snakk Media Pte
was wound up and removed from the Singapore Companies Register on 16 December 2020.
Goodwood Capital is a limited liability company incorporated and domiciled in New Zealand. Its
registered office is at 84 Coates Avenue, Orakei, Auckland.
The Company is currently non trading.
There are no seasonal or cyclical influences on these interim results.

B. Summary of Significant Accounting Policies
Basis of preparation
These unaudited interim condensed consolidated financial statements for the six months ended
30 September 2021 have been prepared in accordance with New Zealand Generally Accepted Accounting
Practice (“NZ GAAP”), with New Zealand Equivalent to International Accounting Standard 34: Interim
Financial Reporting (“NZ IAS 34”) and with International Accounting Standard 34: Interim Financial
Reporting (“IAS 34”).
The Company is registered under the Companies Act 1993 and is an FMC reporting entity under the
Financial Markets Conduct Act 2013. The Company is listed on the NZX Market. These financial
statements have been prepared in accordance with the requirements of the Financial Markets Conduct
Act 2013 and the NZX Main Board Listing Rules.
The interim condensed consolidated financial statements do not include all of the notes of the type
normally included in an annual financial report. Accordingly, this report should be read in conjunction
with the financial statements included in the annual report for the year ended 31 March 2021 which
have been prepared in accordance with New Zealand equivalents to International Financial Reporting
Standards (“NZ IFRS”) and International Financial Reporting Standards (“IFRS”).
The interim condensed consolidated financial statements are presented in New Zealand dollars.
The interim condensed consolidated financial statements are unaudited. The comparative information as
at 31 March 2021 is audited.
Going concern
The Group ceased operations in December 2018 and the Company was placed into liquidation on
14 March 2019. An application to the High Court to restore the Company from liquidation was approved
on 9 October 2020 and the Company was restored from liquidation on 19 October 2020.
As at 30 September 2021 the Company has reported net liabilities of $220,830 (31 March 2021:
$145,972). The Company incurred a loss for the 6 months of $89,258 (6 months ended 30 September
2020: $45,285 loss)
The considered view of the Board of Directors of the Company is that, after making enquiries, there is a
reasonable expectation that the Company will have access to adequate resources and commitments
from its creditors, that will enable it to meet its financial obligations for the foreseeable future.
For this reason, the Board of Directors considers the adoption of the going concern basis in preparing the
financial statements for the six months ended 30 September 2021 to be appropriate. The Board of
Directors has reached this conclusion having regard to circumstances which it considers likely to affect

Goodwood Capital Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2021


9

the Company during the period of at least one year from the date of approval of these financial
statements, and to circumstances which it considers will occur after that date which will affect the
validity of the going concern basis.
The Directors are satisfied, based on their review of the financial forecasts, that, during the 12 months
after the date of signing these interim financial statements, there will be adequate cash flows available
to meet the financial obligations of the Company as they arise. This consideration is made with reference
to the following events:
During the year to 31 March 2021, Mounterowen Limited (‘Mounterowen’) acquired $248,706 of the
Company’s debts. Separately, in September and October 2020, Mounterowen also made several loan
advances amounting to $91,931 in aggregate to the Company to assist with costs associated with the
application made to the High Court to terminate the liquidation, liquidator’s costs, and accounting and
administration costs. In July 2021, Mounterowen made an additional loan advanced of $40,000 to the
Company to further assist the Company with meeting its accounting, compliance and administrative
costs. On 10 November 2021 the Company entered into an unsecured working capital loan facility
agreement with Mounterowen. In accordance with the terms of the agreement, Mounterowen has made
available a further funding line of $200,000 to ensure that the Company is able to meet its financial
obligations for at least 12 months from the date of approval of the interim financial statements. The loan
becomes repayable when the Company completes a reverse takeover transaction and is repayable either
in new shares issued at the same price as the shares issued for the reverse takeover transaction, or in
cash, at the discretion of Mounterowen. On 10 November 2021 the Company received an initial loan
advance of $50,000 under this loan facility.
Mounterowen is a company controlled by the Chairman of the Goodwood Capital board, Sean Joyce.
Mounterowen has provided an undertaking to the Company that, during the period of 12 months from
the date of the approval of the Company’s 2021 interim financial statements:
1. it will provide reasonable financial support to the Company so as to ensure that the Company meets
its obligations under the solvency test at section 4 of the Companies Act 1993;
2. it will not seek to enforce the debt owed to it by the Company (or the balance of the debt as the
case may be), unless and until, the Company has the financial resources to pay the debt (or the
balance of the debt) whilst still complying with the solvency test.
In the Directors’ considered view the current available funds, together with the undertakings described
above, will enable the Group to continue in its current form for the foreseeable future, being not less
than 12 months from signing date.
The focus of the board going forward is to identify a suitable business opportunity to invest in and/or
acquire through a reverse takeover transaction.
The Board of Directors acknowledge that there are material uncertainties with respect to the going
concern of the Company. In the event that the cash flows from continued external support are not
sufficient to fund the operating expenses, or the Company is unable to identify a suitable business
opportunity to invest in and/or acquire, this would give rise to a material uncertainty in relation to the
Company’s ability to continue as a going concern. If the Company was unable to continue in operational
existence for the foreseeable future, adjustments may have to be made to reflect the situation that
assets may need to be realised other than in the amounts at which they are currently recorded in the
Consolidated Statement of Financial Position. In addition, the Company may have to provide for further
liabilities that might arise in the Consolidated Statement of Financial Position.

Goodwood Capital Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2021


10
Notwithstanding the above, if the financial statements were prepared on a basis other than going
concern, there would be no material changes to the amounts disclosed. The long‐term assets and
liabilities would be reclassified to current, but the balances would be unaffected.
Accounting policies
The interim condensed consolidated financial statements have been prepared using the same accounting
policies and methods of computation detailed in the audited financial statements for the year ended 31
March 2021. For details of the accounting policies please refer to the 2021 Annual Report.

1. Administrative expenses


2. Segment information
The Company is organised into one operating segment and one geographical segment in New Zealand.
The operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker is the Board of Directors.

3. Earnings/(loss) per share


6 mths ended6 mths ended
30 Sep 202130 Sep 2020
(unaudited)(unaudited)
NZ$NZ$
Accounting fees(22,036)(24,240)
Audit fees(8,250)(7,500)
Directors' fees(36,000)-
Legal fees(1,571)(9,300)
NZX fees(8,200)(4,100)
Other expenses(13,359)(145)
(89,416)(45,285)
6 mths ended6 mths ended
30 Sep 202130 Sep 2020
(unaudited)(unaudited)
NZ$NZ$
Earnings/(loss) per share:
- from continuing operations(0.0027)(0.0026)
- from discontinued operations-(0.0007)
Total earnings/(loss) per share(0.0027)(0.0033)

Goodwood Capital Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2021


11



At 30 September 2021, there were no financial instruments that carried any shareholder dilution rights
that were considered to be dilutive (2020: nil). Accordingly, basic and diluted earnings/(loss) per share
are identical for the accounting periods being reported on.

4. Net tangible asset backing


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

5. Related party transactions
5.1. Related party loan advances

During the year ended 31 March 2021 Mounterowen Limited (‘Mounterowen’), a company controlled by
the current chair, Sean Joyce, acquired $248,707 of the debts owed by the Group to third parties, thus
becoming the ultimate creditor of the Group.
Separately, in September and October 2020, Mounterowen advanced $91,931 in aggregate to the
Company under two separate loan agreements. The balance payable under these loan agreements incurs
interest at a rate of 5% per annum. During the 6 months to 30 September 2021 the interest payable on
these loan agreements was $2,298 (6 months to 30 September 2020: $nil). The payment of the interest
by the Company has been deferred as at this time.
6 mths ended6 mths ended
30 Sep 202130 Sep 2020
Loss from continuing operations (NZ$)(89,258)(45,285)
Loss from discontinued operations (NZ$)-(12,196)
(89,258)(57,481)
33,031,90817,556,359
Weighted average number of ordinary shares used in the calculation of
basic and diluted loss per share
The earnings and weighted average number of ordinary shares used in the calculation of earnings/(loss) per
share are as follows:
30 Sep 202131 Mar 2021
(unaudited)(audited)
Net tangible assets/(liabilities) (NZ$)(220,830)(145,972)
Issued shares at balance date33,409,809 32,689,809
Net tangible assets/(liabilities) per share (NZ$)(0.0066)(0.0045)

Goodwood Capital Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2021


12

On 15 December 2020, as part of a capital raising initiative undertaken by the Company, $125,000 of the
loan advance was converted to ordinary share capital. Following this, the total shares held by
Mounterowen Limited is 6,249,999.
In July 2021 Mounterowen advanced a further $40,000 to the Company under a new loan agreement.
The balance payable under this loan agreement is not interest bearing.
Mounterowen has provided undertakings to the Company to not seek to enforce the debt currently
owed by the Company to it within the period of 12 months from the date of approval of these financial
statements (refer Going Concern note on page 8).

5.2. Snakk Media Pty Limited
Snakk Media Pty Limited was previously an uncontrolled subsidiary of the Company and had been
recognised as a related party from the date it was deconsolidated from the Group.
At 31 March 2021 $3,278,276 was receivable from Snakk Media Pty Limited. This balance was not
considered recoverable and had been fully provided for. Snakk Media Pty Limited has now been
deregistered and this receivable and the related provision have now been written off, with no net impact
to the net loss in the current period.

6. Share capital



No. of sharesNZ$
Ordinary shares at 1 April 2020 (audited)17,556,359 12,583,107
Ordinary shares issued during the period- -
Ordinary shares as at 30 September 2020 (unaudited)32,689,809 12,583,107
Ordinary shares at 1 April 2020 (audited)17,556,359 12,583,107
Ordinary shares issued during the period15,133,450 302,669
Ordinary shares as at 31 March 2021 (audited)32,689,809 12,885,776
Ordinary shares at 1 April 2021 (audited)32,689,809 12,885,776
Ordinary shares issued during the period720,000 14,400
Ordinary shares as 30 September 2021 (unaudited)33,409,809 12,900,176

Goodwood Capital Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2021


13
7. Reconciliation operating cash flows


8. Contingent liabilities
There are no contingent liabilities as at 30 September 2021 (30 September 2020: nil).

9. Commitments
There are no commitments as at 30 September 2021 (30 September 2020: nil)

10. Events subsequent to interim balance date
On 10 November 2021 the Company entered into an unsecured working capital loan facility agreement
with Mounterowen. In accordance with the terms of the agreement, Mounterowen has made available a
funding line of $200,000. Interest will accrue at 5% p.a. on advances made under the facility. The loan
becomes repayable when the Company completes a reverse takeover transaction and is repayable either
in new shares issued at the same price as the shares issued for the reverse takeover transaction, or in
cash, at the discretion of Mounterowen. On 10 November 2021 the Company received an initial loan
advance of $50,000 from Mounterowen under this loan facility.
There are no other subsequent events after the reporting date.

6 mths ended6 mths ended
30 Sep 202130 Sep 2020
(unaudited)(unaudited)
NZ$NZ$
Net loss attributable to shareholders(89,258)(57,481)
Adjustments for:
Effect of foreign exchange rates-12,196
Payables settled through related party loan advances2,298307,587
(86,960)262,302
Movements in working capital
Decrease/(increase) in receivables and other current assets13,478(19,982)
(Decrease)/increase in trade and other payables(15,176)(242,464)
Net cash used in operations(88,658)(144)