RTO Limited/Announcement
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Half year results

Half Year Results28 November 2021RTOInformation Technology

Name of issuer
Reporting Period

Previous Reporting Period

Currency

Amount (000s)

Revenue from continuing operations$34

Total Revenue$34

Net profit/(loss) from continuing operations -$216

Total net profit/(loss) -$216

Amount per Quoted Equity Security

Imputed amount per Quoted Equity Security

Record Date

Dividend Payment Date

Prior comparable period

Net tangible assets per Quoted Equity Security $0.0007

A brief explanation of any of the figures above necessary to

enable the figures to be understood

Name of person authorised to make this announcement

Contact person for this announcement

Contact phone number

Contact email address

Date of release through MAP

Unaudited financial statements accompany this announcement.

Sean Joyce

sean@corporate‐counsel.co.nz

29/11/2021

Current period

$(0.0002)

This announcement is extracted from BGI’s

unaudited interim financial statements for the six

months ended 30 September 2021. At 30

September, the Company recognised an equity

deficit, however subsequent to balance date

$500,000 of bond liabilities have been capitalised,

and thereby converted into the issue of ordinary

shares, returning the Company to a solvent equity

position. A copy of these unaudited interim financial

statements is attached to this announcement.

Authority for this announcement

Sean Joyce

Interim/Final Dividend

It is not proposed to pay a dividend

Not applicable

Not applicable

Not applicable

Percentage change

-63.7%

-80.6%

36.9%

36.9%

Results for announcement to the market

Blackwell Global Holdings Limited

6 months to 30 September 2021

6 months to 30 September 2020

NZD

021 865 704

---

Blackwell Global Holdings Limited
Interim Financial Result

For the 6 months ended 30 September 2021

CONTENTS

Pa

ge

Chairman’s Report 2

Interim Consolidated Statement of Comprehensive Income 4

Interim Consolidated Statement of Changes in Equity 5

Interim Consolidated Statement of Financial Position 6

Interim Consolidated Statement of Cash Flows 7

Reconciliation of Net Operating Cash Flows to Net Loss After Tax 8

Condensed Notes to the Interim Financial Statements 9

Company Directory 17

CHAIRMAN’S REPORT
BLACKWELL GLOBAL HOLDINGS LIMITED

For the six months ended 30 September 2021

2

Dear Shareholders

Capitalisation of $500,000 of Bonds held by BGGL

During the course of the first six months of the financial year ending 31 March 2022:

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 approval of the shareholders to the Capitalisation at the Annual Meeting of Shareholders

on 28 September 2021, the Company proceeded to implement the Capitalisation and issued BGGL

71,428,571 new ordinary fully paid shares on 15 October 2021.

The proceeds of the Capitalisation will be applied towards funding the working capital requirements of

the Company.

Following the completion of both of the above transactions there now remains $1,000,000 of Bonds

outstanding (to be repaid by the Company in accordance with their terms).

NZX RegCo issue

As previously disclosed to the market in the 2021 annual report, in late June 2021 the Company was notified by

NZ RegCo that it had concluded an investigation into the Company’s inadvertent error when entering the Net

Tangible Assets per share figure in the Market Announcement Platform and a prescribed form released to the

market in June 2020.

The Company agreed a settlement of the matter with NZ RegCo, which has been approved by the NZ Market

Disciplinary Tribunal. The Company has agreed to pay a financial penalty of $40,000, costs of the Tribunal,

and contribute to the costs of NZX Further details were released to the market by the Tribunal on

26 November 2021.

Going forward

The Board is actively looking to identify a suitable business opportunity to invest in and/or acquire through a

reverse takeover transaction (RTO). Discussions have been had with several potential acquisition targets to date,

but none of those discussions have developed into a tangible transaction to date.

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 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.

CHAIRMAN’S REPORT
BLACKWELL GLOBAL HOLDINGS LIMITED

For the six months ended 30 September 2021

3




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.


 The Board is focusing on business opportunities that satisfy one or more of the following investment

criteria:


 The business has excellent personnel and management.


 The business operates in an attractive and positive business sector.


 The business has a robust business model.


 The business has solid historical earnings, or alternatively has a sound business platform from which to

implement its business plan and generate strong earnings in the future;


 The business owns proprietary intellectual property.


 The business has potential to grow organically, via acquisition, or through the further investment in capital

plant.


 The business has the potential to scale internationally.


 The business would benefit from being able to raise additional capital on the market.


 Is likely to generate superior returns for the Company and its existing shareholders.


The Board continues to investigate all credible investment opportunities that may present themselves and are

hopefully of having a transaction underway during the course of this calendar year.



Yours sincerely


 

Sean Joyce

Chairman

29 November 2021 

Interim Consolidated Statement of Comprehensive Income
Blackwell Global Holdings Limited

For the six months ended 30 September 2021


4




6 mths ended 6 mths ended 12 mths ended

30 Sep 2021 30 Sep 2020 31 Mar 2021

(unaudited) (unaudited) (audited)

Notes

$ $ $




Revenue



Interest and fee income 5 33,768 92,936 135,446

Other income 5 - 81,139 112,833


Total Income 33,768 174,074 248,279


Expenses



Directors' fees 14 (69,000) (143,250) (171,000)

Employee expenses - (136,627) (291,553)

Interest expense (25,125) (14,702) (138,947)

Other operating expenses 6 (155,331) (221,244) (426,338)


Total expenses (249,456) (515,823) (1,027,838)


Loss before income tax (215,688) (341,749) (779,559)


Income tax benefit/(expense) - - -


Net profit/

(loss) after tax (215,688) (341,749) (779,559)


Total comprehensive loss for the

period (215,688) (341,749) (779,559)


Attributable to:

Owners of the parent company (215,688) (341,749) (779,559)



Earnings/(loss) per share



Basic (loss) per share (cents per share): 7 (0.04) (0.07) (0.16)

Diluted (loss) per share (cents per share): 7 (0.04) (0.07) (0.16)












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.

Interim Consolidated Statement of Changes in Equity
Blackwell Global Holdings Limited

For the six months ended 30 September 2021


5



Notes Share Contributed Accumulated Total



Capital Capital Losses Equity


$ $ $ $


Balance at 1 April 2020 (audited) 12,606,377 127,516 (12,043,659) 690,233


Loss for the period - - (341,749) (341,749)

Total comprehensive loss for the period - - (341,749) (341,749)


Balance at 30 September 2020

(unaudited) 12,606,377 127,516 (12,385,408) 348,484



Balance at 1 April 2020 (audited) 12,606,377 127,516 (12,043,659) 690,233


Loss for the year - - (779,559) (779,559)

Contributed capital on bonds 10 - 280,090 - 280,090

Total comprehensive loss for the year - 280,090 (779,559) (499,469)



Balance at 31 March 2021 (audited) 12,606,377 407,606 (12,823,219) 190,764



Balance at 1 April 2021 (audited) 12,606,377 407,606 (12,823,219) 190,764


Loss for the period - - (215,688) (215,688)

Contributed capital on bonds 10 - (51,640) - (51,640)

Total comprehensive loss for the period - (51,640) (215,688) (267,328)


Balance at 30 September 2021

(unaudited) 12,606,377 355,966 (13,038,907) (76,564)













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.

Interim Consolidated Statement of Financial Position
Blackwell Global Holdings Limited

For the six months ended 30 September 2021

6

30 Sep 2021 30 Sep 2020 31 Mar 2021

(unaudited) (unaudited) (audited)

Notes

$ $ $

Current assets

Cash and cash equivalents 152,433 2,261,859 1,986,671

Prepayments and other receivables 47,076 35,289 8,347

Loan receivables 9 -749,083643,672

Short term investments 1,200,000 - -

Total current assets 1,399,509 3,046,231 2,638,690

Non-current assets

Prepayments and other receivables 75,000 75,000 75,000

Property, plant and equipment 3,135 7,610 5,858

Total non-current assets 78,135 82,610 80,858

Total assets 1,477,644 3,128,841 2,719,548

Current liabilities

Trade and other payables 19,292 81,355 58,597

Accruals, provisions and other liabilities 99,056 172,486 101,627

Borrowings 10 -46,23344,178

Total current liabilities 118,349 300,073 204,402

Non-current liabilities

Borrowings 10 1,435,859 2,480,283 2,324,382

Total non-current liabilities 1,435,859 2,480,283 2,324,382

Total liabilities 1,554,208 2,780,357 2,528,784

Net assets (76,564) 348,484 190,764

Equity

Share capital 12,606,377 12,606,377 12,606,377

Contributed capital 355,966 127,516 407,606

Accumulated losses (13,038,907) (12,385,408) (12,823,218)

Total equity (76,564) 348,484 190,764

Net tangible assets per share (cents per

share): 8 (0.02) 0.07 0.04

For and on behalf of the Board:

DirectorDirector

Dated: 29 November 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.

Interim Consolidated Statement of Cash Flows
Blackwell Global Holdings Limited

For the six months ended 30 September 2021


7



6 mths

ended

6 mths ended 12 mths

ended

30 Sep 2021 30 Sep 2020 31 Mar 2021

(unaudited) (unaudited) (audited)

Notes

$ $ $




Cash flows from operating activities



Interest received 


22,520 42,092 67,859

Lending, credit fees and other income received 


65 23,314 32,570

Net advances in loan receivables 


648,589   830,244   943,200  

Operating inflows


           671,174             895,649         1,043,629 

 



Payments to suppliers and employees 


(289,191) (439,464) (858,840)

Interest paid 


(50,721) (1) (2,838)

Income taxes refunded 


- 59   59  

Operating outflows 


        (339,912)         (439,406)          (861,619) 




Net cash from / (used in) operating activities


           331,262             456,244             182,010 







Cash flows used in investing activities



Proceeds from short term Investments


300,000 - -

Payment to short term Investments (1,500,000) - -

Purchase of property, plant and equipment - - (954)

Net cash from / (used in) investing activities 13 (1,200,000) - (954)







Cash flows used in financing activities



Proceeds from borrowings 10

34,500

- -

Payment of borrowings 10

(1,000,000) - -

Net cash from / (used in) financing activities


(965,500) - -




Net increase in cash and cash equivalents


(1,834,238) 456,244 181,056

Cash and cash equivalents at the beginning of the

period


1,986,671


1,805,615


1,805,615

Cash and cash equivalents at the end of the

period


152,433


2,261,859


1,986,671











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.

Reconciliation of Net Operating Cash Flows to Net Loss After Tax
Blackwell Global Holdings Limited

For the six months ended 30 September 2021


8



6 mths ended 6 mths ended 12 mths ended


30 Sep 2021 30 Sep 2020 31 Mar 2021

(unaudited) (unaudited) (audited)

$ $ $



Net loss for the period (215,688) (341,749) (779,559)


Adjustments for:

Depreciation 1,045 2,516 5,222

Loss on disposal of fixed assets 1,678 - -

Capitalised and accrued interest expense

(18,840) 14,392 136,527


(231,805) (324,841) (637,810)



Changes in net assets and liabilities:


(Increase) / decrease in loan receivables

(including accrued interest, excluding deferred

revenue) 650,089 804,923 915,896

Increase / (decrease) in deferred revenue (6,417)


(5,104) (24,257)

(Increase) / decrease in prepayments and other

receivables (38,729)


(18,395) 8,547

Increase / (decrease) in trade and other payables (39,306)


(1,924) (24,682)

Increase / (decrease) in accruals, provisions and

other liabilities (excluding deferred revenue) (2,570) 1,585 (55,684)

Net cash (used in) / generated by operating

activities 331,262 456,244 182,010



















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.

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited

For the six months ended 30 September 2021


9

1. General Information

These unaudited interim 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 period.

There are no seasonal or cyclical influences on these interim results.


2. Basis of Preparation

These unaudited interim financial statements for the six months ended 30 September 2021 have been prepared

in accordance with NZ IAS 34: Interim Financial Reporting and with the requirements of the Financial Markets

Conduct Act 2013 and the NZX Main Board Listing Rules. They also comply with the International Accounting

Standard 34: Interim Financial Reporting. These unaudited interim financial statements do not include all the

notes of the type normally included in an annual financial report, and should be read in conjunction with the

financial statements published 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 consolidated financial statements are presented in New Zealand dollars.


3. Accounting Standards

These unaudited interim financial statements have been prepared using the same accounting policies and

methods of computation detailed in the Company’s Annual Report for the year ended 31 March 2021.

There are no NZ IFRS, or NZ IFRIC interpretations that are not yet effective that would be expected to have a

material impact on the Company.



4. Impact of Corona Virus

During the period 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. 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 secured

a varied bond term, and interest rate (refer to note 10), 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 were not impacted, and there are no longer any loan

receivables.






Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited

For the six months ended 30 September 2021


10

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



6 mths ended 6 mths ended 12 mths ended


30 Sep 2021 30 Sep 2020 31 Mar 2021


(unaudited) (unaudited) (audited)


$ $ $

Interest income from loan receivables 22,482 48,053 75,300

Loan fee income 6,916 44,883 60,142

Interest income from term deposits and bank

accounts 4,370 - 4


33,768 92,936 135,446


Other income


Government

grants - 13,591 -

Sundr

y income - 81,139 112,833

Total other income - 94,730 112,833


Total income 33,768 187,665 248,279


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

rate applicable, which is the rate that exactly discounts the estimated future cash receipts through the expected

life of the financial instrument, or a shorter period where appropriate, to the net carrying amount of the financial

asset.

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.


6. Other Operating Expenses



6 mths ended 6 mths ended 12 mths ended


30 Sep 2021 30 Sep 2020 31 Mar 2021


(unaudited) (unaudited) (audited)


$ $ $

Accountin

g, consulting and legal 76,378 84,157 133,247

Audit fees 3,306 18,113 23,044

Depreciation expenses 1,045 2,516 5,222

Insurance expenses 6,101 13,137 25,352

NZX fees and list char

ges 41,869 10,925 93,103

Office rent - 58,363 65,839

Other operatin

g expenses 12,431 21,845 59,926

Professional services 14,201 12,188 20,605


155,331 221,244 426,338





Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited

For the six months ended 30 September 2021


11


7. Earnings Per Share


6 mths ended 6 mths ended 12 mths ended


30 Sep 2021 30 Sep 2020 31 Mar 2021


(unaudited) (unaudited) (audited)


Basic earnings/(loss) per share (cents): (0.04) (0.07) (0.16)

Diluted earnin

gs/(loss) per share (cents): (0.04) (0.07) (0.16)


The losses and weighted average number of ordinary shares used in the calculation of loss per share are

as follows:



6 mths ended 6 mths ended 12 mths ended


30 Sep 2021 30 Sep 2020 31 Mar 2021

Loss for the period attributable to owners of the

parent compan

y ($) (215,688) (341,749) (779,559)


Weighted average number of ordinary shares used

in the calculation of basic and diluted earnings per

share 502,330,488 502,330,488 502,330,488


The weighted average number of shares has been calculated for the period to the date of approval of the

consolidated financial statements.

As 30 September 2021, there were no financial instruments or rights held by any shareholders that were

considered to be dilutive (31 March 2021 and 30 September 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 ESP

is calculated by dividing the profit or loss attributable to ordinary shareholder 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 30 September 2021.


8. Net tangible assets per share


30 Sep 2021 30 Sep 2020 31 Mar 2021


(unaudited) (unaudited) (audited)


Net tangible assets ($) (76,564) 348,484 190,764

Issued shares at balance date 502,330,488 502,330,488 502,330,488


Net tan

gible assets per share (cents) (0.02) 0.07 0.04


9. Loan receivables


30 Sep 2021 30 Sep 2020 31 Mar 2021


(unaudited) (unaudited) (audited)


$ $ $


Short term loan receivables - 761,062 649,121

Accrued Interest - - 968

Deferred revenue -

(11,979) (6,417)

Total loan receivables - 749,083 643,672

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited

For the six months ended 30 September 2021


12


10. Borrowings


30 Sep 2021 30 Sep 2020 31 Mar 2021


(unaudited) (unaudited) (audited)


$ $ $

Current borrowings


Bonds - 46,233 44,178


Non-current borrowin

gs


Bonds 1,435,859 2,480,283 2,324,382



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.

On 23 June 2021, the Company redeemed $750,000 of the bonds for cash and paid that sum to Blackwell

Global Group Limited.

On 13 August 2021, the Company redeemed another $250,000 of the bonds for cash and paid that sum to

Blackwell Global Group Limited, bringing the total to $1,000,000 redeemed during the period.

During the period, $34,500 of prior period overpayment on Bonds was refunded by Blackwell Global Group

Limited.

On 28 September 2021, the shareholders’ voted to approve Blackwell Global Group Limited 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. This took place in October 2021.

No new bonds have been issued during the period. The value of the bonds recognised in the Consolidated

Statement of Financial Position are calculated as follows:










Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited

For the six months ended 30 September 2021


13


6 mths ended 6 mths ended 12 mths ended


30 Sep 2021 30 Sep 2020 31 Mar 2021


(unaudited) (unaudited) (audited)


$ $ $

Balance at be

ginning of period 2,368,560 2,512,124 2,512,124

Repa

yment of bonds (1,000,000) - -

Refund of overpa

yment of bonds 34,500 - -

Contributed capital on the bonds 51,640 - -

Liabilit

y component carried forward 1,454,700 2,512,124 2,512,124

Interest accrual - 2,055 136,526

Payment of interest on bonds (44,178) - -

Amortisation of the premium on the bonds 25,337 12,337

(280,090)

Bond liabilit

y 1,435,859 2,526,516 2,368,560


Bond liability in current borrowings - 46,233 44,178

Bond liabilit

y in non-current borrowings 1,435,859 2,480,283 2,324,382

Bond liabilit

y 1,435,859 2,526,516 2,368,560



11. 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 30 Sept 2021 31 March 2021




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 periods.



12. 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 (30 September 2020 and 31 March 2021:

Nil).

As at 30 September 2021, 31 March 2021 and 30 September 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.


Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited

For the six months ended 30 September 2021


14

13. Financial Instruments by Category


Financial Assets Total at amortised cost


$

30 Sep 2021


Loan receivables -

Cash and cash equivalents 152,433

Other receivables 47,076

Short term investments 1,200,000

Total 1,399,509




Total at amortised cost


$

31 Mar 2021


Loan receivables 643,672

Cash and cash equivalents 1,986,671

Other receivables 8,347

Total 2,638,690




Total at amortised cost


$

30 Sep 2020


Loan receivables 749,083

Cash and cash equivalents 2,261,859

Other receivables 35,289

Total 3,046,231


Financial Liabilities Total at amortised cost


$

30 Sep 2021


Trade and other pa

yables 19,292

Borrowin

gs 1,435,859

Accruals and other liabilities 99,056

Total 1,554,207




Total at amortised cost


$

31 Mar 2021


Trade and other pa

yables 58,597

Borrowin

gs 2,368,560

Accruals and other liabilities 101,627

Total 2,528,784




Total at amortised cost


$

30 Sep 2020


Trade and other pa

yables 81,355

Borrowin

gs 2,526,516

Accruals and other liabilities 111,046

Total 2,718,917




14. 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.

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited

For the six months ended 30 September 2021


15


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 other income with the corresponding expenses included in operating expenses. There were none to report in

the current period.



6 mths ended 6 mths ended 12 mths ended


30 Sep 2021 30 Sep 2020 31 Mar 2021


(unaudited) (unaudited) (audited)


$ $ $

Electricit

y - 2,227 2,600

Office Expenses - - 23,359

Telephone, Tolls and Internet - 6,958 7,445

Office Rent - 58,363 65,839

Total - 67,548 99,243


Other related party transactions



6 mths ended 6 mths ended 12 mths ended


30 Sep 2021 30 Sep 2020 31 Mar 2021

Invoices Issued By Related Party (unaudited) (unaudited) (audited)


Anthon

y Harper Ewe Leong Lim 517 17,041 42,255

Boston Kiwi Corporation Crai

g Alexander - 891 921

Corporate Counsel Sean Jo

yce - 3,163 -


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. Corporate

Council, where director Sean Joyce is a partner, provided legal services to the Group.


Directors fees


6 mths ended 6 mths ended 12 mths ended


30 Sep 2021 30 Sep 2020 31 Mar 2021


(unaudited) (unaudited) (audited)


$ $ $

Sean Jo

yce 43,125 43,125 86,250

Crai

g Alexander 25,875 25,875 51,750

Sa

y Chan Law (James) - 25,875 51,750

Ewe Leon

g Lim - 25,875 51,750

Kaw Sin

g Chai (Michael) - 22,500 (70,500)

Total remuneration of directors 69,000 143,250 171,000


During the period, Mr Saw Chan Law, who retired in accordance with the provisions of the Constitution of the

Company and, being eligible, offered himself for re-election as a Director of the Company and was re-elected

by majority vote of the shareholders.







Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited

For the six months ended 30 September 2021

16

15. Going Concern

The Group has incurred a net loss for the period of $215,688 (30 September 2020: loss of $341,749), (31 March

2021: loss of $779,559) and as of 30 September 2021 has an equity deficit of ($76,564). 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).

Prior to 31 March 2021, the Company received a letter of comfort from its largest shareholder Blackwell Global

Group Limited, where it has agreed to provide financial support for 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, which was approved by the

shareholders on 28 September 2021, will 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 directors in determining that the financial statements be prepared on a going concern basis have taken into

account events subsequent to balance date.

16. 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.

17. Capital Commitments

There were no capital commitments at 30 September 2021 (31 March 2021 and 30 September 2020: Nil).

18. Subsequent Events

After balance date, in accordance with a shareholders’ vote on 28 September 2021, Blackwell Global Group

Limited capitalised $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, which took place in October 2021.

NZ RegCo referral

As previously disclosed to the market in the 2021 annual report, in late June 2021 the Company was notified by

NZ RegCo that it had concluded an investigation into the Company’s inadvertent error when entering the Net

Tangible Assets per share figure in the Market Announcement Platform and a prescribed form released to the

market in June 2020.

The Company agreed a settlement of the matter with NZ RegCo, which has been approved by the NZ Market

Disciplinary Tribunal. The Company has agreed to pay a financial penalty of $40,000, costs of the Tribunal,

and contribute to the costs of NZX. Further details were released to the market by the Tribunal on

26 November 2021.

An accrual of $90,000 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.

19. Approval of Financial Statements

The financial statements were approved by the directors and authorised for issue on 29 November 2021.

17

COMPANY DIRECTORY

As at 30 September 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

Auckland

Re

gistered Office

84 Coates Avenue

B

a

nkers

O

rakei, Auckland ASB Bank Limited

ASB, North Wharf, 12 Jellicoe Street, Auckland

Compan

y Number

1474151 Auditor

William

Buck

Incorporated Level 4, 21 Queen Street, Auckland

22 Januar

y 2004

Shares Issued

502,330,488 Ordinar

y

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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