Full Year Results to 31 March 2022 / Annual Report
1
Goodwood Capital Limited
PO Box 105 745
Auckland 1143
Goodwood Capital Limited (NZX: GWC)
The Board of Goodwood Capital Limited (NZX: GWC) has today announced the financial results of the
business for the twelve months ended 31 March 2022.
Full year results announcement for the 12 months ended 31 March 2022
Results for announcement to the market
Name of issuer Goodwood Capital Limited (NZX: GWC)
Reporting Period 12 months to 31 March 2022
Previous Reporting Period 12 months to 31 March 2021
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$- -%
Total Revenue $- -%
Net profit/(loss) from
continuing operations
$(168) (4.6)%
Total net profit/(loss) $(168) (47.3)%
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
Calculated using the number of
shares on issue pre share
consolidation: $(0.0090)
Calculated using the number of
shares on issue post share
consolidation: $(0.0224)
GWC completed a 2.5 to 1 share
consolidation on 4 May 2022.
$(0.0045)
2
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer to the Annual Report that accompanies this announcement.
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 27 May 2022
Audited financial statements accompany this announcement.
Ends
---
Snakk Media Ltd
Letter from the Chair
For the year ended 31 March 2020
GOODWOOD CAPITAL LIMITED
Annual Report
For the year ended 31 March 2022
1
Table of Contents
Letter from the Chair 2
Statement of comprehensive income 5
Statement of changes in equity 6
Statement of financial position 7
Statement of cash flows 8
Notes to the financial statements 9
Independent auditor’s report 27
Shareholder information 31
Director biographies 34
Corporate governance statement 35
Company directory 40
Goodwood Capital Limited
PO Box 105 745
Auckland 1143
2
24 May 2022
During the course of the financial year ended 31 March 2022, the Board was actively engaged in 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.
On 26 April, the directors of Goodwood Capital Limited (“Goodwood”) announced that Goodwood has
reached agreement to acquire 100% of WasteCo Holdings NZ Limited (“WasteCo”), a diversified waste,
refuse and industrial services business with operations in Christchurch, Ashburton, Timaru, Oamaru,
Dunedin and Balclutha.
The business operations of WasteCo comprise:
• Environmental services, which comprise the following operations:
- Waste collection via front load bins, hook bins, skip bins and wheelie bins from both
commercial and private customers.
- A large gantry collection operation in Christchurch.
- Road sweeping for Councils and commercial customers. WasteCo operates an extensive
sweeping operation in the South Island.
- Waste sorting and diversion. WasteCo operates a 3,600 square metre dedicated sorting
facility in Christchurch with a strong focus on diversion from landfill. WasteCo is currently
achieving global diversion in excess of 50% of waste away from the landfill.
- WasteCo has recently implemented a new specialised facility for the collection and
treatment of medical and quarantine waste.
• Industrial services, which comprise the following operations:
- High pressure water blasting, urgent spill response services, septic tank cleaning and
portaloos. These services are offered on a 24/7/365 basis. WasteCo is one of the largest
providers of industrial services in the South Island.
- Port services. WasteCo provides maintenance, cleaning and auxiliary services to several
Ports and shipping companies in the South Island.
- Training services. WasteCo provides internal and external training courses to its own staff
and to third party organisations.
WasteCo commenced its business operations in 2013 and has continued to grow progressively and
consistently since its inception
1
.
Transaction Structure
The transaction agreed between the parties values WasteCo at $31 million, whilst the listed shell of
Goodwood has been valued at circa $1.2 million (post the capitalisation of the existing indebtedness of
Goodwood to Mounterowen Limited discussed below).
In anticipation of the transaction proceeding, Goodwood undertook a 2.5 to one consolidation of its
share capital on 5 May 2022. This resulted in the share capital of Goodwood being consolidated to
13,363,927 shares after completion of the consolidation.
1
See also https://wasteco.co.nz/.
3
If the transaction completes:
• the existing shareholders of WasteCo will be issued 560,000,000 fully paid ordinary shares at an
issue price of NZ$0.05 per share as consideration for all of the shares in WasteCo. In addition,
Goodwood will issue 60,000,000 fully paid ordinary shares to the holders of $3 million of
Mandatory Convertible Notes previously issued, or to be issued by WasteCo prior to completion
of the transaction.
• the principal indebtedness of Goodwood (anticipated to be circa $530,000 as at the date of the
completion of the transaction) will be capitalised into circa 10,600,000 fully paid ordinary
Goodwood shares at an issue price of NZ$0.05 per share. This will extinguish the principal
Goodwood indebtedness and ensure that Goodwood is largely debt free, with the exception of
certain trade creditors incurred in the ordinary course of business as at the completion of the
transaction.
• Goodwood will undertake a capital raising to raise $3 million of new capital through the issue
60,000,000 fully paid ordinary shares to wholesale investors (as defined in the Financial
Markets Conduct Act 2013) at an issue price of $0.05 per share to raise additional new capital
for Goodwood post completion of the transaction. Due to the regulatory framework associated
with reverse listing transactions, Goodwood is not able to raise new capital through an offer to
all existing shareholders, or other members of the public, in conjunction with completion of the
transaction. As discussed further below, NZX will also suspend trading in Goodwood shares
pending completion of the transaction.
After completion of the transaction, the WasteCo shareholders will own approximately 80% of the
ordinary shares in Goodwood.
80% of the new Goodwood shares to be issued to the existing WasteCo shareholders will be placed in
escrow (with restrictions on trading) up until the date after Goodwood announces its preliminary result
to the market for the financial year ending 31 March 2023.
Shareholder approval and timing
The transaction is subject to approval by the shareholders of Goodwood under the NZX Listing Rules
and the Takeovers Code. Goodwood expects to send information to shareholders before the end of
June 2022, to enable them to vote on the transaction at a shareholders’ meeting shortly thereafter.
The information made available to shareholders will include a listing profile of WasteCo and an
independent adviser report prepared to comply with requirements of the Takeovers Code and
Takeovers Panel guidance.
Subject to the appropriate approvals, the completion date is expected to be within one week of the
date of the shareholders meeting. At this time Goodwood would change its name to WasteCo Group
Limited and its ticker code to ‘WCO’. At completion, Goodwood is expected to have approximately
$3 million in cash or undrawn facilities, which would be used to fund further growth of the WasteCo
business operations.
The board of Goodwood, post completion of the transaction, will consist of three of the current
WasteCo shareholders – Co-founders Carl Storm and James Redmayne together with Shane Edmond. In
addition, there will be two independent directors appointed.
Suspension of trading in Goodwood shares pending the release of the Notice of Meeting and Profile to
the market
The transaction constitutes a reverse listing which, in accordance with NZ RegCo’s usual practice,
triggers a suspension of quotation of Goodwood shares.
4
Goodwood would plan to seek a release of the suspension once Goodwood has completed the
acquisition of WasteCo Group. This process is as contemplated by the NZ RegCo Guidance Note on
Reverse Listings and is designed to ensure that the shares in an Issuer can only be traded where the
market is fully informed about all material aspects of a potential acquisition, in the context of a reverse
listing transaction.
The Board looks forward to presenting the WasteCo Group initiative to shareholders in the coming
months and are excited about the opportunity that the initiative presents.
Yours sincerely
Sean Joyce
Chair
Goodwood Capital Limited
Statement of comprehensive income
For the year ended 31 March 2022
The accompanying notes form part of these financial statements and should be read in conjunction with them.
5
2022 2021
Note
NZ$NZ$
Continuing operations
Revenue--
Administrative expenses5(162,928)(174,170)
Interest expense(5,638)(2,426)
Loss before income tax(168,566)(176,596)
Income tax (expense) benefit7158-
Loss from continuing operations(168,408)(176,596)
Discontinued operations
Loss from discontinued operations (net of tax)16-(12,083)
Transfer from foreign currency reserve on wind up of subsidiary16-(130,610)
Loss from discontinued operations-(142,693)
Net loss for the year(168,408)(319,289)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translation of foreign operations-12,083
Total comprehensive loss for the year attributable to shareholders(168,408)(307,206)
Total comprehensive loss for the year attributable to shareholders
Continuing operations(168,408)(176,596)
Discontinued operations-(130,610)
(168,408)(307,206)
Earnings/(loss) per share from continuing operations:
- basic and diluted loss per share (NZ$)8(0.013)(0.020)
Earnings/(loss) per share from continuing and discontinued operations:
- basic and diluted (loss)/earnings per share (NZ$)8(0.013)(0.036)
Goodwood Capital Limited
Statement of changes in equity
For the year ended 31 March 2022
The accompanying notes form part of these financial statements and should be read in conjunction with them.
6
Note
Share
capital
Accumulated
losses
Foreign
currency
translation
reserve
Total
Equity
NZ$NZ$NZ$NZ$
Balance at 31 March 202012,583,107(12,712,459)(142,693)(272,045)
Loss attributable to shareholders of the company-( 319,289)130,610( 188,679)
Exchange differences on translating overseas subsidiary--12,08312,083
Total comprehensive gain/(loss) for the year-(319,289)142,693(176,596)
Issue of ordinary shares
12302,669--302,669
Balance at 31 March 202112,885,776(13,031,748)-(145,972)
Balance at 1 April 202112,885,776(13,031,748)-(145,972)
Loss attributable to shareholders of the company-( 168,408)-( 168,408)
Total comprehensive gain/(loss) for the year-(168,408)-(168,408)
Issue of ordinary shares
1214,400--14,400
Balance at 31 March 202212,900,176(13,200,156)-(299,980)
Goodwood Capital Limited
Statement of financial position
As at 31 March 2022
The accompanying notes form part of these financial statements and should be read in conjunction with them.
7
The financial statements were approved by the Board on 24 May 2022.
Signed on behalf of the board by:
Sean Joyce Roger Gower
Director Director
2022 2021
Note
NZ$NZ$
ASSETS
Current assets
Cash and cash equivalents
9
14,41351,368
Receivables and other current assets
10
4,46027,305
Total current assets18,87378,673
Non-current assets
NZX bond20,00020,000
Total non-current assets20,00020,000
Total assets38,87398,673
LIABILITIES
Current liabilities
Trade and other payables11,17.225,15126,582
Total current liabilities25,15126,582
Non-current liabilities
Loan advances (unsecured)17.1313,701218,063
Total non-current liabilities313,701218,063
Total liabilities338,852244,645
Net assets
(299,979)(145,972)
EQUITY
Share capital1212,900,17612,885,776
Accumulated losses( 13,200,155)( 13,031,748)
Total equity
(299,979)(145,972)
Goodwood Capital Limited
Statement of cash flows
For the year ended 31 March 2022
The accompanying notes form part of these financial statements and should be read in conjunction with them.
8
2022 2021
Note
NZ$NZ$
Cash flows from operating activities
Payments to suppliers
(141,513)(127,960)
Income tax refunded158-
Net cash used in operations18(141,355)(127,960)
Cash flows from investing activities-
-
Cash flows from financing activities
Proceeds from issue of share capital1214,400177,669
Proceeds from loan advances17.190,000-
Net cash from financing activities104,400177,669
Net increase/(decrease) in cash and cash equivalents(36,955)49,709
Cash and cash equivalents at the beginning of the year951,3681,659
Cash and cash equivalents at the end of the year
14,413
51,368
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
9
1 General information
Goodwood Capital Limited (“the Company”) is a limited liability company, incorporated and domiciled
in New Zealand.
The Company was placed into liquidation on 14 March 2019. In July 2020, an application was made to
the High Court to restore the Company from liquidation. The Company was restored from liquidation
on 9 October 2020 by order of the High Court and the restoration was completed on 19 October 2020.
For the year ended 31 March 2022, the financial statements comprise only Goodwood Capital Limited
(2021: For the year ended 31 March 2021, the consolidated financial statements comprise Goodwood
Capital Limited and its subsidiary, Snakk Media Pte. Limited, a private company incorporated and
domiciled in Singapore, (together the “Group”). The results of Snakk Media Pte. Limited are included in
the consolidated financial statements up until that subsidiary was removed from the Singapore
Companies Register on 16 December 2020).
The Company (2021: Group) is currently non-trading.
The financial statements are presented in New Zealand dollars.
2 Basis of preparation
The financial statements (2021: consolidated financial statements) have been prepared in accordance
with Generally Accepted Accounting Practice in New Zealand (‘NZ GAAP’). The Company (2021: Group)
is a for-profit entity for the purposes of complying with NZ GAAP. The financial statements (2021:
consolidated financial statements) comply with New Zealand equivalents to International Financial
Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’) .
The Company is an FMC reporting entity under the Financial Markets Conduct Act 2013. These financial
statements have been prepared in accordance with the requirements of the Financial Markets Conduct
Act 2013 and the NZX Main Board Listing Rules. While the Company was in liquidation, it did not, nor
was it required to, report in accordance with these requirements.
The financial statements (2021: consolidated financial statements) have been prepared on a historical
cost convention, except for financial instruments which are measured at fair value or amortised cost.
2.1 New and amended standards and interpretations
The Company (2021: Group) has not early adopted any standards, interpretations or amendments that
have been issued but are not yet effective.
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
10
3 Summary of significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements
(2021: consolidated financial statements) are set out below. These policies have been consistently
applied to all the periods presented.
3.1 Going concern
The Group ceased its business operations in December 2018 and the Company was placed into
liquidation on 14 March 2019. Subsequently, an application to the High Court to restore the Company
from liquidation was approved on 9 October 2020. The Company was restored from liquidation on
19 October 2020.
As at 31 March 2022 the Company has reported net liabilities of $299,979 (2021: $145,972). The
Company incurred a loss for the year of $168,408 (2021: $307,206).
The considered view of the Board of Directors of the Company is that, after making enquiries, there is a
reasonable expectation that the Company will have access to adequate resources and commitments
from its creditors, that will enable it to meet its financial obligations for the foreseeable future.
For this reason, the Board of Directors considers the adoption of the going concern basis in preparing
the financial statements for the year ended 31 March 2022 to be appropriate. The Board of Directors
has reached this conclusion having regard to circumstances which it considers likely to affect the
Company during the period of at least one year from 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 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 $248,707 of the
Group’s debts. Separately, during that year, the Company received several loan advances from
Mounterowen, amounting to $91,930 in aggregate.
In July 2021 the Company received an additional loan advance of $40,000 from Mounterowen.
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. In November 2021 the Company received an initial loan
advance of $50,000 from Mounterowen under this loan facility. A further $50,000 was received on
1 April 2022. The funding is used to assist with costs associated with maintaining an NZX listing,
directors’ fees, and accounting and administration costs.
Mounterowen is a company controlled by the Chairman of the Goodwood Capital Board, Sean Joyce.
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
11
Mounterowen has provided undertakings to the Company that it:
1. will not seek to enforce the debt owed to it by the Company within the period of 12 months from
the date of approval of these annual financial statements;
2. will not seek to enforce the debt (or the balance of the debt as the case may be) owed to it by the
Company after the 12-month period, unless and until the Company has the financial resources to
pay the debt (or the balance of the debt) whilst still complying with the solvency test; and
3. will not assign any part of the debt to any third party without first obtaining from the third party
and delivering to Goodwood, a written undertaking (which will be enforceable by Goodwood
against the third party) that the third party will honour Mounterowen’s undertakings as set out in
paragraphs 1 and 2 above.
In addition, Sean Joyce has provided a personal undertaking to the Company to provide all reasonable
financial support to the Company so as to ensure that the Company meets its obligations under the
solvency test at section 4 of the Companies Act 1993 for at least 12 months from the date of approval
of these annual financial statements.
On 24 April 2022 the Company entered into a reverse listing agreement with Wasteco Holdings NZ
Limited (‘Wasteco’). The transaction is subject to approval by the Company’s shareholders. If the
transaction completes:
• the principal indebtedness of the Company (anticipated to be circa $530,000 as at the date of the
completion of the transaction) will be capitalised into circa 10,600,000 fully paid ordinary shares.
This will extinguish the Company’s principal indebtedness and ensure that the Company is largely
debt free, with the exception of certain trade payables incurred in the ordinary course of business,
as at the completion of the transaction; and
• the Company will undertake a capital raising to raise $3 million of new capital through the issue of
fully paid ordinary shares to wholesale investors. At completion, GWC is expected to have
approximately $3 million in cash or undrawn facilities, which would be used to fund future growth.
The Company expects to send information to shareholders before the end of June 2022, to enable them
to vote on the reverse listing transaction at a shareholders’ meeting shortly thereafter. Subject to the
appropriate approvals, the completion date is expected to be within one week of the date of the
shareholders’ meeting to approve the transaction.
The Board considers the Company’s current funding arrangements will be sufficient to meet most, if not
all, of its cash requirements up until completion of the reverse listing transaction, and that further
interim funding will be available should it be required.
The Board of Directors acknowledge that there are uncertainties with respect to the going concern of
the Company. In the event that the Wasteco reverse listing transaction does not complete and that
cash flows from continued external support are not sufficient to fund ongoing operating expenses, 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 Statement of Financial Position. In
addition, the Company may have to provide for further liabilities that might arise in the Statement of
Financial Position.
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
12
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 not be materially affected.
3.2 Basis of consolidation
Subsidiaries are entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases. Control of the subsidiaries is deemed to have ceased
and to have been transferred to the liquidator, on the date a subsidiary is placed in liquidation.
Inter-company transactions, balances and unrealised gains on transactions between Group companies
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the
impairment of the asset transferred. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
3.3 Revenue recognition
(i) Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the
effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
3.4 Income tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss
component of the Statement of Comprehensive Income, except to the extent that it relates to items
recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised
in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the reporting date in the countries where the Company and its subsidiaries operate and
generate taxable income.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all deductible temporary differences to the extent that
it is probable that taxable profits will be available against which those deductible temporary differences
can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference
arises from the initial recognition (other than in a business combination) of assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period
in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Company (2021: Group) expects, at the end of the reporting period, to
recover or settle the carrying amount of its assets and liabilities.
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
13
3.5 Goods and services tax
Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax
(GST) except:
• where the amount of GST incurred is not recovered from the taxation authority, it is recognised as
part of the cost of acquisition of an asset or as part of an item of expense; or
• for receivables and payables, which are recognised inclusive of GST.
The net amount of GST recoverable or payable to the taxation authority is included as part of
receivables or payables.
3.6 Foreign currency translation
Functional and presentation currency
The financial statements are presented in New Zealand dollars which is the Company’s functional and
presentation currency.
Transactions and balances
Transactions in foreign currencies are translated to the respective functional currencies of Company
(2021: Group) entities at exchange rates at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are retranslated to the functional currency at
the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies
that are measured at fair value are retranslated to the functional currency at the exchange rate at the
date that the fair value was determined. Foreign currency differences arising on retranslation are
recognised in profit or loss.
Group companies
The income and expenses of all of the Group’s entities that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
• assets and liabilities for each element on the statement of financial position presented are
translated at the closing rate at the date that the statement of financial position;
• income and expenses for each element of profit or loss are translated at the average exchange rate
for the month which approximates the spot rate on the date of the transactions; and
• all resulting exchange differences are recognised as a separate component of equity.
3.7 Financial instruments
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the
Company (2021: Group) becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss) are added to or deducted
from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognised immediately in profit or loss.
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
14
3.8 Financial assets
Financial assets are measured at amortised cost or fair value on the basis of the Company’s
(2021: Group’s ) business model for managing the financial asset. The Company (2021: Group) classifies
the financial asset at amortised cost only if both of the following criteria are met:
• the asset is held with a business model whose objective is to collect the contractual cash flows, and
• the contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets at amortised cost
The Company (2021: Group) holds receivables with the objective to collect the contractual cash flows,
the cash flows are solely payments of principal and interest, and therefore measures them
subsequently at amortised cost using the effective interest method, less any impairment.
The Company’s (2021: Group’s) financial assets at amortised cost include cash and cash equivalents,
and receivables. Cash and cash equivalents include cash in hand and deposits held on call with banks.
Impairment of financial assets
The Company (2021: Group) recognises a loss allowance for expected credit losses on receivables. The
amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since
initial recognition of the respective financial instrument.
The Company (2021: Group) recognises lifetime expected credit losses (“ECL”) for receivables. The
expected credit losses on these financial assets are estimated using a provision matrix based on the
Company’s (2021: Group’s) historical credit loss experience, adjusted for factors that are specific to the
debtors, general economic conditions and an assessment of both the current as well as the forecast
direction of conditions at the reporting date, including time value of money where appropriate.
3.9 Financial liabilities
Financial liabilities are classified as either financial liabilities ‘at fair value profit through profit or loss’
(“FVTPL”) or ‘other financial liabilities’. The Company (2021: Group) has no financial liabilities at FVTPL.
Other financial liabilities
Other financial liabilities (including trade and other payables) are subsequently measured at amortised
cost using the effective interest method. The effective interest method is a method of calculating the
amortised cost of a financial liability and of allocating interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash payments (including all
fees and points paid or received that form an integral part of the effective interest rate, transaction
costs and other premiums or discounts) through the expected life of the financial liability, or (where
appropriate) a shorter period, to the net carrying amount on initial recognition.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the Statement of Profit or Loss.
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
15
3.10 Loss per share
Basic loss per share
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company
(2021: Group) by the weighted average number of ordinary shares outstanding during the financial
period.
Diluted loss per share
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares
outstanding during the financial period, adjusted by the exchange ratio arising from share options
issued by the Company (2021: Group), to assume conversion of all dilutive potential ordinary shares.
3.11 Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds.
3.12 Comparatives
Where necessary, comparative information has been reclassified and repositioned for consistency with
current year disclosures.
4 Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.
The preparation of financial statements in conformity with NZ IFRS and IFRS requires the use of certain
critical accounting estimates judgments and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ
from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions of accounting estimates are recognised in the period in which the estimates are revised and in
any future periods affected. The preparation of financial statements in conformity with NZ IFRS and
IFRS also requires management to exercise its judgment in the process of applying the Company’s
(2021: Group’s) accounting policies. The areas involving a higher degree of judgment or complexity, or
areas where assumptions and estimates are significant to the financial statements are disclosed further
in this note.
The Company (2021: Group) makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial period are discussed below.
Going concern
Refer to note 3.1.
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
16
5 Expenses
5.1 Loss before income tax includes the following expenses:
6 Segment information
The Group was previously organised into one operating segment, that being the provision of mobile
phone enabled promotions and marketing services. The Group previously operated in Australia, New
Zealand and Singapore. The Group’s operations were discontinued in 2019. The segment information
reported does not include any amounts for the discontinued operations, which are described in more
detail in note 16. Following the discontinuation of the Group’s operations, the Group is organised into
one operating segment and one geographical segment in New Zealand.
The Operating segments are reported in a manner consistent with the internal reporting provided to
the chief operating decision maker. The chief operating decision maker is the Board of Directors.
7 Income tax
7.1 Income tax recognised in profit or loss
The income tax expense (benefit) comprises of:
2022
2021
NZ$
NZ$
Accounting fees
22,88042,282
Audit fees
19,85015,000
Directors' fees
72,00030,000
Legal expenses
6,41139,141
Listing expenses15,56340,950
Other expenses
26,2246,797
Total administrative expenses162,928174,170
Fees paid to the auditor
For the current year audit19,85015,000
For tax compliance services
7,3503,675
Total fees paid to the auditor27,20018,675
2022 2021
NZ$NZ$
Adjustments in respect of prior years( 158)-
(158)-
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
17
7.2 Reconciliation of income tax expense (benefit)
The non-deductible expenses and current tax losses not recognised for the year 2021 have been
restated due to subsequent tax return adjustments after reporting date. However, as a deferred tax
asset with respect to the losses has not been recognised and given the tax losses will likely be forfeited
as mentioned below, there is no material effect of this restatement.
7.3 Tax losses
The Company did not recognise deferred income tax assets in relation to the losses disclosed above.
The losses can be carried forward to be utilised against future income subject to meeting the
requirements of income tax legislation including those relating to business or shareholder continuity,
and the availability of future taxable income.
If the conditional acquisition of Waste Co Holdings NZ Limited proceeds (refer note 21.2), it is likely the
shareholder and business continuity requirements in respect of the losses will not be met and the
losses will be forfeited. The deferred tax benefit of those losses has therefore not been recognised in
the Statement of Financial Position.
The tax losses and potential tax benefit as at 31 March 2021 has been restated due to subsequent tax
return adjustments after reporting date. However, as a deferred tax asset with respect to the losses has
not been recognised and given the tax losses will likely be forfeited as mentioned above, there is no
material effect of this restatement.
2022
2021
NZ$NZ$
Loss from continuing operations(168,566)(176,596)
Income tax calculated at 28% (2021: 28%)(47,198)(49,447)
Non deductible expenses
37,15536,579
Current tax losses not recognised10,04312,868
Adjustments in respect of prior years(158)-
Income tax expense (benefit)(158)-
2022 2021
NZ$NZ$
Tax losses
5,817,475 5,781,606
Potential tax benefit @ 28%1,628,893 1,618,850
Tax losses for which no deferred tax asset has been recognised
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
18
7.4 Imputation credit account
If the conditional acquisition of Waste Co Holdings NZ Limited proceeds (refer note 21.2), it is likely the
shareholder and business continuity requirements in respect of the imputation credits will not be met
and the imputation credits will be forfeited.
8 Earnings/(loss) per share
On 5 May 2022 the Company undertook a 2.5 to 1 share consolidation. The earnings per share
calculation for both the current and comparative periods reflects the impact of this share consolidation.
At 31 March 2022, there were no financial instruments that carried any shareholder dilution rights that
were considered to be dilutive (2021: nil). Accordingly, basic and diluted earnings/(loss) per share are
identical for the accounting periods being reported on.
2022 2021
NZ$NZ$
Opening balance6,8426,842
Taxes paid/ (refunds received)( 158)-
Imputation credits available for use in subsequent
pe ri ods base d on a tax rate of 28% ( 2021: 28%)
6,6846,842
2022
2021
NZ$NZ$
Earnings/(loss) per share:
- from continuing operations( 0.013) ( 0.020)
- from discontinued operations- ( 0.016)
Total earnings/(loss) per share(0.013) (0.036)
2022
2021
Profit/(loss) from continuing operations (NZ$)( 168,408) ( 176,596)
Profit/(loss) from discontinued operations (NZ$)- ( 142,693)
13,281,074 8,872,863
The profit/(loss) and weighted average number of ordinary shares used in the calculation of
earnings/(loss) per share are as follows:
Weighted average number of ordinary shares used in the calculation
of basic and diluted earnings per share (post adjustment for 2.5 to 1
share consolidation)
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
19
9 Cash and cash equivalents
10 Receivables and other current assets
11 Trade and other payables
2022 2021
NZ$NZ$
Cash at bank - on call14,413 51,368
14,413
51,368
2022 2021
NZ$NZ$
Prepayments4,100 4,100
GST receivable360 23,205
Total receivables and other current assets4,460
27,305
2022 2021
NZ$NZ$
Trade payables6,051 11,582
Accruals19,100 15,000
25,151 26,582
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
20
12 Share capital
12.1 Issued and paid-up capital
All shares issued are ordinary shares with no par value and rank equally with one vote attached to each
fully paid share.
On 14 July 2021 720,000 fully paid ordinary shares were issued at $0.02 per share.
On 15 December 2020 6,249,999 of the shares issued were to Mounterowen Limited in partial
settlement of the debt outstanding (refer note 17.1).
13 Financial instruments
13.1 Categories of financial instruments
No. of SharesNZ$
Ordinary shares at 31 March 202017,556,35912,583,107
Ordinary shares issued on 13 November 2020 at $0.02 per share2,633,45152,669
Ordinary shares issued on 15 December 2020 at $0.02 per share12,499,999250,000
Total ordinary shares issued during the year15,133,450302,669
Ordinary shares as at 31 March 202132,689,80912,885,776
Ordinary Shares as at 1 April 202132,689,80912,885,776
Ordinary shares issued on 14 July at $0.02 per share720,00014,400
Total ordinary shares issued during the year720,00014,400
Ordinary shares as at 31 March 202233,409,80912,900,176
2022 2021
NZ$NZ$
Financial assets at amortised cost
Cash and cash equivalents14,41351,368
Other receivables36023,205
Total financial assets14,77374,573
Financial liabilities at amortised cost
Trade and other payables25,15126,582
Loan advances (unsecured)313,701218,063
Total financial liabilities338,852244,645
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
21
14 Financial risk management
The Company (2021: Group) is subject to a number of financial risks including market risk (including
interest rate risk and currency risk), liquidity risk and credit risk.
14.1 Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates
will affect the Company (2021: Group)’s income or the value of its holdings of financial instruments. The
objective of market risk management is to manage and control the market risk exposures within
acceptable parameters, while optimising the return on risk. There is minimal market risk apart from
foreign exchange risk as detailed below.
14.2 Interest rate risk
Interest rate risk is the risk of loss to the Company (2021: Group) arising from adverse changes in
interest rates. The Company's financing activities are exposed to interest rate risk in respect of its
interest earning assets and liabilities. Changes to interest rates can impact the Company's financial
results by affecting the interest earned on these assets and liabilities. There is minimal interest rate risk.
14.3 Credit risk
Credit risk is the risk of financial loss to the Company (2021: Group) if a customer or counterparty to a
financial instrument fails to meet its contractual obligations and arises from cash and cash equivalents,
deposits with banks and the Company’s receivables. The Company’s maximum credit risk is represented
by the carrying value of these financial assets.
The Company currently has no amounts due from customers.
The credit risk associated with cash transactions and deposits is managed through the Company’s
policies that limit the use of counterparties to high credit quality financial institutions.
14.4 Foreign exchange risk
The Company’s (2021: Group’s) functional currency is the New Zealand dollar. The Group previously
had operations in Australia which exposed the Group to foreign currency risk. The Company has
minimal exposure to foreign currency risk following the ceasing of Group operations in 2019.
14.5 Liquidity risk
Liquidity risk is the risk that the Company (2021: Group) will not be able to meet its obligations
associated with financial liabilities as they fall due. The Company has recovered from liquidation
through the support of its creditors. The significant creditors have agreed to support the Company and
not demand repayment until the Company has sufficient funds available to pay outstanding balances
(refer note 3.1).
14.6 Capital management
The Company’s (2021: Group’s) objectives when managing capital comprising shareholders’ equity are
to safeguard the Company’s ability to continue as a going concern in order to provide returns to
shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. The capital requirements of the Company will be considered once the future
purpose of the Company is determined.
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
22
15 Subsidiaries
For the year ended 31 March 2021, the consolidated financial statements include the results of Snakk
Media Pte. Limited up until that subsidiary was removed from the Singapore Companies Register on 16
December 2020. Prior to its deregistration Snakk Media Pte. Limited was 100% owned by the Company.
Snakk Media Pty Limited (“Snakk Media Pty”) was previously a 100% owned subsidiary of the Company.
Snakk Media Pty was placed into voluntary liquidation on 10 December 2018 at which point the Group
was considered to no longer control the subsidiary and ceased to consolidate the results of that
subsidiary from that date. Snakk Media Pty was deregistered on 15 December 2020.
16 Discontinued operations
The Group ceased its former trading operations of media advertising in December 2019. The results of
the Group’s previous operations and ongoing costs related to the wind up of those operations are
disclosed as discontinued operations. In 2021 the discontinued operations solely relate to Snakk Media
Pte. Limited up until its removal from the Singapore Companies Register on 16 December 2020. Snakk
Media Pte. Limited was non trading during 2021.
There were no cashflows attributable to discontinued operations in the year ended 31 March 2022
(2021: nil).
2022 2021
NZ$NZ$
Foreign exchange gain/(loss)-( 12,083)
-( 130,610)
Gain/(loss) before income tax-(142,693)
Income tax expense--
Gain/(loss) after tax of discontinued operations-(142,693)
Other comprehensive gain/(loss) from discontinued operations-(142,693)
Earnings/(loss) per share for loss attributable to shareholders for discontinued operations:
- Basic and diluted loss per share-( 0.0064)
Reclassification of foreign currency translation reserve to profit &
loss on wind up of subsidiary
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
23
17 Related parties
17.1 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 $91,930 in aggregate to the
Company under two separate loan agreements to assist with costs associated with the application
made to the High Court to terminate the liquidation, liquidators’ costs, and accounting and
administration costs. The balance payable under these loan agreements incurs interest at a rate of 5%.
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, Mounterowen Limited holds
6,249,999 shares in the Company.
In the year ended 31 March 2022 Mounterowen advanced two additional loans totalling $90,000 under
separate agreements:
• On 14 July 2021 a non-interest-bearing loan of $40,000 was received from Mounterowen; and
• 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 accrues 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. In November 2021 the
Company received an initial loan advance of $50,000 from Mounterowen under this loan facility.
During the year the interest payable on these loan agreements was $5,638 (2021: $2,426). The interest
due on interest bearing loans has been deferred as at this time.
Mounterowen has provided undertakings to the Company that it will not seek to enforce the debt owed
to it by the Company within the period of 12 months from the date of approval of these annual financial
statements, and after the 12-month period will not seek to enforce the debt unless and until the
Company has the financial resources to pay the debt whilst still complying with the solvency test. Refer
to note 3.1
2022
2021
NZ$NZ$
Related party advances from Mounterowen Limited
As at 1 April218,063-
Acquisition of outstanding liabilities-248,707
Additional loan advances90,00091,930
Interest on loans5,6382,426
Part settlement of debt through issue of shares-( 125,000)
313,701218,063
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
24
17.2 Related party transactions
During the year Sean Joyce provided professional services to the company to the value of $3,450. The
fees were charged by Corporate Counsel, an entity owned and controlled by Sean Joyce. The $3,450 is
included in the accounts payable balance as at 31 March 2022 (2021: nil).
17.3 Snakk Media Pty Limited
Snakk Media Pty has been recognised as a related party from the date it was deconsolidated from the
Group (refer note 15).
As at 31 March 2021, the Company had recognised a fully provided for receivable from Snakk Media Pty
Limited of $3,278,276. This balance was not considered recoverable and had been fully provided for as
Snakk Media Pty Limited had been placed in liquidation, pending the decision to fully write off the loan
once the liquidation was complete and the company deregistered from the Australian Companies
Register. However, during the year, the Company identified that the Snakk Media Pty Limited
deregistered from the Australian Companies Register on 15 December 2020. As a result, the Company
has represented the prior year comparative note disclosures to fully write off the loan on 15 December
2020. There was a $nil impact on the Group’s financial statements as the receivable balance had been
fully provided for during the year ended 31 March 2020. As a result, there was $nil impact on the
Statement of Comprehensive Income - administrative expenses and $nil impact on the Statement of
Financial Position - receivables and other current assets. There was also no impact on unrecognised tax
losses as the balance had been treated as written off in the Company’s tax calculations.
17.4 Directors’ remuneration
A Cooper’s director fees are invoiced by Agile Projex, a business that he controls. R Gower’s director
fees are invoiced by Roger Gower and Associates Limited. R Gower is the sole director and a
shareholder of Roger Gower and Associates Limited. S Joyce’s director fees are invoiced by
Mounterowen Limited. S Joyce is the sole director and shareholder of Mounterowen Limited.
2022
2021
NZ$NZ$
Directors fees
A Cooper24,00010,000
R Gower24,00010,000
S Joyce24,00010,000
Total remuneration of directors72,00030,000
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
25
18 Reconciliation of operating cash flows
19 Commitments
There were no capital commitments at balance date (2021: nil).
20 Contingent liabilities
There were no material contingent liabilities at 31 March 2022 (2021: nil).
21 Significant events subsequent to the reporting date
21.1 Loan advance
On 1 April 2022 the Company received a further $50,000 loan advance from Mounterowen working
capital loan facility (refer note 17.1).
21.2 Conditional reverse listing agreement
On 24 April 2022 the Company entered into a reverse listing agreement with Wasteco Holdings NZ
Limited (‘Wasteco’). The transaction is subject to approval by the Company’s shareholders. Subject to
the appropriate approvals, the completion date is expected to be within one week of the date of the
shareholders’ meeting to approve the transaction.
The transaction agreed between the parties values Wasteco at $31 million, whilst the listed shell of
Goodwood has been valued at circa $1.2 million (post the capitalisation of the existing indebtedness of
the Company to Mounterowen Limited).
Prior to completion of the transaction (and the capitalisation of the Mounterowen indebtedness), the
Company’s share capital will be consolidated on a circa 2.5 to one basis.
If the transaction completes, the existing shareholders of Wasteco will be issued 560,000,000 fully paid
ordinary shares at an issue price of NZ$0.05 per share as consideration for all of the shares in Wasteco.
In addition, Goodwood will issue 60,000,000 fully paid ordinary shares to the holders of $3 million of
Mandatory Convertible Notes previously issued, or to be issued by Wasteco prior to completion of the
2022
2021
NZ$
NZ$
Net loss attributable to shareholders
(168,408)(319,289)
Adjustments for:
Effect of foreign exchange rates-12,083
Transfer from foreign currency reserve on wind up of subsidiary
-130,610
Payables settled through related party advances
-343,063
Interest charged on related party advances
5,638-
(162,770)
166,467
Movements in working capital:
(Increase)/decrease in receivables and other current assets22,845( 27,305)
Increase/(decrease) in trade and other payables
( 1,430)( 267,122)
Net cash outflows from operating activities
(141,355)(127,960)
Goodwood Capital Limited
Notes to the financial statements
For the year ended 31 March 2022
26
transaction. After completion of the transaction, the Wasteco shareholders will own approximately 80%
of the ordinary shares in Goodwood.
The Company expects to send information to shareholders before the end of June 2022, to enable them
to vote on the transaction at a shareholders’ meeting shortly thereafter.
21.3 Share consolidation
On 5 May 2022 the Company undertook a 2.5 to 1 share consolidation.
27
Level 9, 45 Queen Street, Auckland 1010
PO Box 3899, Auckland 1140
New Zealand
T: +64 9 309 0463
F: +64 9 309 4544
E: auckland@bakertillysr.nz
W: www.bakertillysr.nz
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Goodwood Capital Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Goodwood Capital Limited ('the Company') on pages 5 to 26, which
comprise the statement of financial position as at 31 March 2022, and the statement of comprehensive income,
statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial
statements, including significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of
the Company as at 31 March 2022, and 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') and International
Financial Reporting Standards ('IFRS').
Our report is made solely to the Shareholders of the Company. Our audit work has been undertaken so that we might
state to the Shareholders of the Company those matters we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Shareholders of the Company as a body, for our audit work, for our report or for the opinions we have
formed.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) ('ISAs (NZ)'). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company 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, our firm carries out other assignments for Goodwood Capital Limited in the
area of taxation compliance services. The provision of these other services has not impaired our independence.
Material Uncertainty Related to Going Concern
We draw attention to Note 3.1 in the financial statements, which indicates that the Company incurred a net loss of
$168,408 for the year ended 31 March 2022 and, as of that date, the Company’s total liabilities exceeded its total
assets by $299,979. In October 2020, the Company’s debts were assumed by Mounterowen Limited, an entity
28
controlled by the current Chair and the Company was removed from liquidation. The Company has received an
undertaking of support from Mounterowen Limited and a personal guarantee from the Chair. The Board of Director’s
focus is to identify a suitable business opportunity to invest in through a reverse takeover transaction. Note 3.1 and
21.2 in the financial statements, describe that on 24 April 2022 the Company entered into a reverse listing agreement
for a potential reverse takeover transaction that is subject to approval by the Company’s shareholders. The Company
expects to send information to shareholders before the end of June 2022, to enable them to vote on the transaction
at a shareholders’ meeting shortly thereafter. As stated in Note 3.1, these events or conditions, along with other
matters as set forth in Note 3.1, indicate that a material uncertainty exists that may cast significant doubt on the
Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current year. 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. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters below to be the key audit matters to be communicated in our report.
Key Audit Matter How our audit addressed the key audit matter
Applicability of the going concern basis of accounting
The Company’s financial statements have been prepared
on a going concern basis, which contemplates continuity of
normal business activities and the realisation of assets and
the settlement of liabilities in the ordinary course of
business.
The application of the going concern basis of accounting
has been significant to our audit due to the subjectivity and
uncertainty inherent in the Company’s forecasted earnings,
cash flow, financial position and future plans, considering
the Company’s net liabilities of $299,979 as at 31 March
2022 and a net loss of $168,408 for the year then ended.
In October 2020, the Company’s debts were assumed by
Mounterowen Limited, an entity controlled by the current
Chair and the Company was removed from liquidation. The
Company received an undertaking of support from
Mounterowen Limited and a personal guarantee from the
Chair. The Board of Director’s focus is to identify a suitable
business opportunity to invest in through a reverse takeover
transaction. These conditions indicate that a material
uncertainty exists that may cast significant doubt on the
Company’s ability to continue as a going concern.
Management assessed the future plans for the Company
and the viability of these plans in light of current market
conditions. Management prepared forecasted cash flows
as part of its assessment of whether the Company’s
application of the going concern basis of accounting is
appropriate for the Company’s 31 March 2022 financial
statements.
This assessment involved subjective estimation and
judgement by Management on the future performance,
cashflows and position of the Company.
Our audit procedures, among others, included:
• Evaluating Management’s assessment of the Company’s ability to
continue to apply the going concern basis of accounting, and the
appropriateness of this considering present economic conditions.
Procedures included:
o Evaluating the future plans of Those Charged with
Governance for the Company, including any possible
business acquisitions;
o Evaluating the availability of continued financial support
from the Company’s Shareholders and Directors;
o Evaluating Management’s process regarding the preparation
and review of forecast financial statements (balance sheet,
income statement, and cash flow statement);
o Evaluating the cash flow requirements of the Company for
twelve months from the date of signing the financial
statements based on Management’s forecasts;
o Evaluating the liquidity of existing financial assets on the
Company’s Statement of Financial Position; and
o Challenging Management’s assumptions, estimates and
judgements used.
• Evaluating the additional financial statement disclosures, where
required. These relate to the financial statement areas where a
direct or indirect financial impact has been assessed, the
Company’s application of the going concern basis of accounting,
and subsequent events that impact the Company’s application of
the going concern basis of accounting.
• Assessing the impact of the above matters on our audit opinion.
We concluded that there is a material uncertainty relating to going
concern.
29
Other Information
The Directors are responsible for the other information. The other information comprises the information included in
the Company’s annual report
for the year ended 31 March 2022 (but does not include the financial statements and
our auditor’s report thereon), which is expected to be made available to us after the date of this auditor’s report.
Our opinion on the financial statements does not cover the other information and we do not express any form of audit
opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified
above when it becomes available 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.
Responsibilities of the Directors for the Financial Statements
The Directors are responsible on behalf of the Company for the preparation and fair presentation of the financial
statements in accordance with NZ IFRS, and for such internal control as the Directors determine is necessary to
enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the Directors are responsible on behalf of the Company for assessing the
Company’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 Company 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 the auditor’s responsibilities for the audit of the consolidated financial statements is located
at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-2/
30
Matters Relating to the Electronic Presentation of the Audited Financial Statements
This audit report relates to the financial statements of Goodwood Capital Limited for the year ended 31 March 2022
included on Goodwood Capital Limited’s website. The Directors of Goodwood Capital Limited are responsible for the
maintenance and integrity of Goodwood Capital Limited’s website. We have not been engaged to report on the
integrity of Goodwood Capital Limited’s website. We accept no responsibility for any changes that may have occurred
to the financial statements since they were initially presented on the website.
Th
e audit report refers only to the financial statements named above. It does not provide an opinion on any other
information which may have been hyper linked to or from these financial statements. If readers of this report are
concerned with the inherent risks arising from electronic data communication they should refer to the published hard
copy of the audited financial statements and related audit report dated 24 May 2022 to confirm the information
included in the audited financial statements presented on this website.
Legislation in New Zealand governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Th
e engagement partner on the audit resulting in this independent auditor’s report is S N Patel.
BAKER TILLY STAPLES RODWAY AUCKLAND
Auckland, New Zealand
24 May 2022
Goodwood Capital Limited
Shareholder information
For the year ended 31 March 2022
31
Stock exchange listing
The Company’s shares are quoted on the NZX Main Board.
As at 12 April 2022, the total number of ordinary shares on issue was 33,409,809. The Company has
only ordinary shares on issue. Details of the distribution of ordinary shares amongst shareholders as at
12 April 2022 are set out below.
20 largest shareholdings
The 20 largest shareholdings as at 12 April 2022 are set out in the table below.
Substantial product holders
As at 31 March 2022 the following persons are substantial product holders according to the Company’s
records and disclosures under the Financial Markets Conduct Act 2013. The number of ordinary shares
set out below are taken from the relevant substantial product holder notices .
Size of HoldingNumber%Number%
1-1,000391 28.86%274,772 0.82%
1,001-5,000603 44.50%1,460,290 4.37%
5,001-10,000
186
13.73%1,270,341 3.80%
10,001-50,000123
9.08%2,370,853 7.10%
50,001-100,00021 1.55%1,544,117 4.62%
100,001 or more31 2.28%26,489,436 79.29%
1,355 100.00%33,409,809 100.00%
Number of Security HoldersNumber of Securities
NameNo. of shares% of shares
Mounterowen Limited6,249,999 18.71%
Forsyth Barr Custodians4,103,887 12.28%
Far East Associated Traders2,038,632 6.10%
Yee Industries Limited1,294,117 3.87%
Ross Dix Harvey1,222,670 3.66%
Derek Graham Handley1,222,500 3.66%
Russell Graham Roberts1,008,063 3.02%
Ashvegas Limited1,000,000 2.99%
Foster Capital NZ Limited1,000,000 2.99%
Ilakolako Investment Limited877,817 2.63%
Karen Anne Mackenzie-Paget877,817 2.63%
Rhonda Lillian Preston720,000 2.16%
Gordon Kenneth Nolan719,817 2.15%
Kaupapa Uka Limited400,000 1.20%
Leveraged Equities Finance354,152 1.06%
FNZ Custodians Limited339,175 1.02%
John Handley334,684 1.00%
Geoffrey John Handley284,759 0.85%
Custodial Services Limited230,654 0.69%
JBWere (NZ) Nominees Limited218,239 0.65%
No. of shares% of sharesDate of SPH Notice
Mounterowen Limited6,249,999 18.71%15 December 2020
Derek Handley and Far East Associated Traders Limited2,038,632 6.10%24 December 2020
Manji Family Trust3,188,310 9.54%7 July 2017
Goodwood Capital Limited
Shareholder information
For the year ended 31 March 2022
32
Directors' disclosures
The name of the directors holding office during the year are:
A Cooper
R Gower
S Joyce
Interests register
The following entries were made in the interest register during the year ended 31 March 2022:
Name of Director Nature of interest
Sean Joyce Mr Joyce is the sole shareholder and director of
Mounterowen Limited which is the registered holder of
6,249,999 shares in GWC
Mr Joyce is the shareholder and director of Mounterowen
Limited which is owed $313,701.43 by GWC
Mr Joyce is entitled to annual director’s fees of $24,000 plus
GST (if any) per annum
Mr Joyce provided professional services to the company to
the value of $3,450. The fees were charged by Corporate
Counsel, an entity owned and controlled by Mr Joyce.
Mr Joyce is indemnified by the Company against all liabilities
which arise out of the performance of his normal duties as a
director, unless the liability relates to conduct involving lack
of good faith.
Roger Gower Mr Gower is the holder of 2,267 shares in GWC
Mr Gower is entitled to annual director’s fees of $24,000 plus
GST (if any) per annum
Mr Gower is indemnified by the Company against all liabilities
which arise out of the performance of his normal duties as a
director, unless the liability relates to conduct involving lack
of good faith.
Angus Cooper
Mr Cooper is entitled to annual director’s fees of $24,000
plus GST (if any) per annum
Mr Cooper is indemnified by the Company against all
liabilities which arise out of the performance of his normal
duties as a director, unless the liability relates to conduct
involving lack of good faith.
Goodwood Capital Limited
Shareholder information
For the year ended 31 March 2022
33
Directors’ remuneration
During the year the following remuneration and other benefits were paid or payable to directors:
Directors’ relevant interest in equity securities
At 31 March 2022 the directors of Goodwood held the following relevant interests in the ordinary
shares of the Company.
Directors' indemnification
The Company indemnifies all current directors against all liabilities which arise out of the performance
of their normal duties as directors, unless the liability relates to conduct involving lack of good faith.
Employee remuneration
There was no remuneration or other benefits paid to employees during the year ended 31 March 2022.
Donations
No donations were made by the Company during the year ended 31 March 2022.
Auditor
Baker Tilly Staples Rodway is the auditor for the Company. Audit fees due and payable to the auditor
for the year ended 31 March 2022 were $19,000.
Baker Tilly Staples Rodway provided tax compliance services to the Company during the year. Fees paid
for tax compliance services during the year ended 31 March 2022 were $7,350.
NZX Waivers
Goodwood has not relied on any waivers issued by the NZX in the 12 months ended 31 March 2022.
2022 2021
NZ$NZ$
Directors fees
A Cooper24,00010,000
R Gower24,00010,000
S Joyce24,00010,000
Total remuneration of directors72,00030,000
Name of DirectorRole with GoodwoodNumber of shares
A CooperIndependent director-
R GowerIndependent director2,267
S JoyceNon-executive director6,249,999
Goodwood Capital Limited
Director biographies
34
Sean Joyce, Non-executive Chair
Sean has over 25 years’ experience in the corporate sector as a corporate lawyer and a market
participant. He is a principal of his own corporate law firm and is a principal of Auckland-based capital
markets advisory firm and NZX Sponsor, CM Partners Limited.
Sean has a particular focus on the capital markets and securities laws – regulatory compliance,
compliance listings, reverse listings, fund raising and offerings of various types of securities in New
Zealand. Sean has been involved in a large number of IPOs, reverse listings and takeovers of listed
companies in New Zealand and Australia.
Sean is a non-executive director of several small cap listed companies and is a non-executive director of
several significant privately held companies. Sean is a Chartered Member of the Institute of Directors
(CMinstD) and Chairs the Board of the Company.
Sean holds a Bachelor of Arts and a Bachelor of Laws (Honours) from Auckland University.
Sean Joyce is not considered to be independent under the NZX Listing Rules as Mounterowen Limited, a
company controlled by Mr Joyce, is a substantial product holder of the Company.
Angus Cooper, Independent Director
Angus has 30 years of commercial experience in the public company arena — the majority of which
being in strategic General Management roles within EBOS Group Limited. He was also GM of Mergers
and Acquisitions for over 10 years, completing 25 acquisitions and five divestments for the group.
More recently, Angus has worked in an advisory capacity for Synlait Milk, assisting with its acquisition of
Dairyworks and Talbot Forest Cheese and its divestment of Deep South Ice Cream. Complimenting his
executive and management experience, Angus was a director of Animates Pet Stores for over seven
years. He has broad experience across a range of sectors including: retail, healthcare products,
pharmaceuticals, FMCG, scientific, dairy logistics, automotive, engineering, print / pre-press and animal
care.
Roger Gower, Independent Director
Roger has wide experience as a company executive, director and Chairman in both public and private
companies. He is currently Chairman of PrimePort Timaru Limited and New Zealand Food Innovation
Auckland Limited (the Food Bowl). Roger is also an independent director of NZX-listed Me Today
Limited and the Chief Executive of New Zealand's Best Food & Beverage Limited (which has developed
wellbeing products under the Douglas Nutrition brand). He was also Chairman at the juice company
Charlie's which listed in 2005 and, prior to that, had a corporate career in logistics and transportation.
Roger has a BCom from the University of Auckland, an MBA from Massey University and an MPhil from
the University of Cambridge.
Goodwood Capital Limited
Corporate governance statement
35
This statement is a summary of the Corporate Governance arrangements approved and observed by
the Board as at 31 March 2022. The Board is committed to achieving best-practice corporate
governance and the highest ethical behaviour across its directors. The governance principles adopted
by the Board are designed to achieve these goals.
The full content of the Company’s Governance Code and related polices and charters, can be found on
the Company’s website https://goodwoodcapital.co.nz/corporate-governance/
Code of ethics
The Board has documented a Code of Ethics, which can be found at
https://goodwoodcapital.co.nz/corporate-governance/, detailing the ethical standards to which the
Company’s directors and employees (if any) are expected to adhere.
Role of the board
The objective of the Board is to enhance shareholder value by directing the Company in accordance
with sound governance principles. The Board assumes the following primary responsibilities:
• formulation and approval of the strategic direction, objectives and goals of the Company;
• monitoring the financial performance of the Company, including approval of the Company's
financial statements;
• ensuring that adequate internal control systems and procedures exist and that compliance with
these systems and procedures is maintained;
• review of performance and remuneration of directors and executive officers (if any); and
• establishment and maintenance of appropriate ethical standards for the Company to operate by.
A formal Governance Code, which can be found at https://goodwoodcapital.co.nz/corporate-
governance/, has been adopted by the Board and further outlines directors’ responsibilities.
The Board internally evaluates its performance and continues to assess the size, diversity and skills of
the Board.
Board composition
In accordance with the Company’s constitution and the NZX Listing Rules, the Board will comprise not
less than three directors. The Board will be comprised of a mix of persons with complementary skills
appropriate to the Company’s objectives and strategies. The Board must include not less than two
persons who are deemed to be independent.
Goodwood’s Board currently comprises three directors:
Chairperson: Sean Joyce
Independent director: Angus Cooper
Independent director: Roger Gower
Board meetings
The Company is currently non-trading. The key focus of the Board is to identify a suitable business
opportunity to invest in and/or acquire through a reverse takeover transaction. Since the Board’s
appointment following the Company’s removal from liquidation, the Board has not had the need to
meet but has conducted all matters by way of Directors’ resolutions.
In the future, Board meetings will be held as required.
Goodwood Capital Limited
Corporate governance statement
36
Criteria for board membership
When a vacancy arises, the Board will identify candidates with a mix of diversity, capabilities and
perspectives considered necessary for the Board to carry out its responsibilities effectively. A director
appointed by the Board must stand for election at the next Annual Meeting. At each Annual Meeting
one-third of directors must retire by rotation. Retiring directors are eligible for re-election.
Board committees
The Board has established an Audit, Finance and Risk Committee and a Remuneration, Nomination and
Health & Safety Committee.
The Audit, Finance and Risk Committee operates under a Charter approved by the Board and is
accountable to the Board for:
• the business relationship with, and the independence of, external auditors;
• the reliability and appropriateness of the disclosure of the financial statements and external
financial communication; and
• the maintenance of an effective business risk management framework including compliance and
internal controls.
The current members of the Audit, Finance and Risk Committee are Roger Gower (Chair) and Angus
Cooper.
The Remuneration, Nominations and Health & Safety Committee operates under a Charter approved by
the Board and is accountable to the Board for:
• the appointment, remuneration and evaluation of the CEO and succession planning in relation to
them;
• the remuneration of the leadership team;
• reviewing risks and compliance with statutory and regulatory requirements relative to human
resources;
• reviewing health and safety policies to ensure the Company is providing a safe working
environment for all employees and contractors; and
• recommending to the Board, candidates to be appointed as a director.
The current members of the Remuneration, Nominations and Health & Safety Committee are Angus
Cooper (Chair) and Roger Gower.
During the period under review, given the current size of the Board and composition of the sub
committees, the Board dealt with all responsibilities of the individual sub-committees.
Trading in shares
The Company has a detailed Financial Products Trading Policy applying to all directors and employees
which can be found at https://www.goodwoodcapital.co.nz/corporate-governance/. The procedures
outlined in this policy must be followed by all directors and any employees to obtain consent to trade in
the Company’s shares. Under the policy, trading restrictions apply during the following specific blackout
periods:
• two weeks before 30 September until 48 hours after the half-year results are released to NZX;
• two weeks before 31 March until 48 hours after the full-year results are released to NZX; and
Goodwood Capital Limited
Corporate governance statement
37
• 30 days prior to release of an offer document (such as a product disclosure statement or
prospectus) for a general public offer of the same class of shares.
Outside the black-out periods specified above, dealing is subject to the notification and consent
requirements outlined in the policy.
Ongoing disclosure
The Company has in place procedures designed to ensure compliance with the NZX Listing Rules such
that all investors have equal and timely access to material information concerning the Company,
including its financial situation, performance, ownership and governance.
Announcements are factual and presented in a clear and balanced way. Significant market
announcements, including the announcements of the half year and full year results, and the financial
statements for those periods, require review by the Board prior to release.
Goodwood’s Market Disclosure Policy to ensure it complies with its continuous disclosure obligations at
all times, can be found at https://www.goodwoodcapital.co.nz/corporate-governance/.
Health and Safety
Goodwood’s Board is responsible for oversight of the Company’s health and safety risks. There are
minimal health and safety risks while the Company is non trading, and during the year there were no
incidents which resulted in injury.
Diversity
The Board recognises the wide-ranging benefits that diversity brings to an organisation. The Company
endeavours to incorporate diversity to ensure a balance of skills and perspectives are available to
benefit our shareholders. The Company’s Diversity Policy can be found at
https://www.goodwoodcapital.co.nz/corporate-governance/.
The Company only has three directors and no employees. As at 31 March 2022, the gender balance of
the Company’s directors was as follows:
2022 2021
Female Male Female Male
Directors - 3 - 3
Employees - - - -
Total - 3 - 3
As the opportunity arises to expand the Board, the Company will look to diversify in terms of both
gender and skills.
Goodwood Capital Limited
Corporate governance statement
38
Corporate governance best practice code
During the year ended 31 March 2022, the Company has followed the NZX Corporate Governance Best
Practice Code in all material aspects, with the following exceptions:
Reference Recommendation
Alternative Governance Practice and
Reason for the Practice
Recommendation
2.9
An issuer should have an
independent chair of the board. If
the chair is not independent, the
chair and the CEO should be
different people.
Sean Joyce, the current chair is not
considered to be independent as
Mounterowen Limited, a company
controlled by Mr Joyce, is a substantial
product holder of the Company.
Mr Joyce has been appointed as Chair at
this time due to the level of expertise
that he brings in relation to the matters
that are the Company’s current focus.
The Board will assess the role of Chair as
required. The Company has no CEO.
Recommendation
4.3
Financial reporting should be
balanced, clear and objective. An
issuer should provide non-financial
disclosure at least annually,
including considering
environmental, economic and
social sustainability factors and
practices. It should explain how
operational or non-financial targets
are measured. Non-financial
reporting should be informative,
include forward looking
assessments, and align with key
strategies and metrics monitored
by the board.
Goodwood has not provided detailed
reporting on environmental, economic
and social sustainability factors. The
Company is currently non-trading and, as
such, there are little if any factors to be
reported.
Recommendation
5.1
An issuer should recommend
di rector remuneration to
shareholders for approval in a
transparent manner.
Directors’ remuneration will be brought
to the Annual Meeting for approval by
shareholders. Details of Directors’
remuneration is included in the Annual
Report.
Recommendation
7.2
The external auditor should attend
the issuer’s Annual Meeting to
answer questions from
shareholders in relation to the
audit.
The Board considered that it was not
necessary for Baker Tilly Staples Rodway,
the external auditor, to attend the 2021
Annual Meeting given the agenda and
focus of the meeting. The Board were
able to provide all necessary information
to shareholders. The external auditor
will be invited to attend future Annual
Meetings as appropriate.
Goodwood Capital Limited
Corporate governance statement
39
Reference Recommendation
Alternative Governance Practice and
Reason for the Practice
Recommendation
8.4
If seeking additional equity capital,
issuers of quoted equity securities
should offer further equity
securities to existing equity
security holders of the same class
on a pro rata basis, and on no less
favourable terms, before further
equity securities are offered to
other investors.
On 15 July 2021 the Company undertook
a capital raise of $14,400 through the
issue of 720,000 new ordinary shares to
wholesale investors. The purpose of the
capital raise was to provide the
Company with additional funds to cover
costs associated with the Company being
listed.
As the capital raise was only for $14,400,
the Board did not consider it appropriate
to undertake a process of offering shares
to all shareholders.
Recommendation
8.5
The board should ensure that the
notices of annual or special
meetings of quoted equity security
holders is posted on the issuer’s
website as soon as possible and at
least 20 working days prior to the
meeting.
The notice of the Annual Meeting was
released on 9 September 2021, being 14
working days prior to the meeting held
on 28 September 2021. Scheduling and
planning for the meeting occurred
during the Auckland Covid lock-down
period, which added uncertainty and
complexity as to when, where and how
the meeting could be held, reducing the
time available for the notice of meeting.
The alternative governance practices described in the table above have been approved by the Board.
Goodwood Capital Limited
Company directory
40
Company number 3202682
Incorporated 20 November 2010
Registered office 84 Coates Avenue
Orakei
Auckland
Share register Link Market Services Limited
PO Box 91976, Auckland 1142
Phone: 09 3755999
Auditor Baker Tilly Staples Rodway
Tower Centre, 45 Queen Street
Auckland 1010, New Zealand
Solicitors Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland, 1010
Bankers ANZ Bank Limited
Auckland
Board of Directors S Joyce
A Cooper
R Gower
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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.
- WHS — The Warehouse Group Limited: The Warehouse Group Limited FY22 Interim Results2022-03-21
“22 March 2022 NZX Limited The Warehouse Group Limited Unaudited results for the 26 weeks ended 30 January 2022 The Warehouse Group Limited today announced its half-year results for the six months ending 30 January 2022. Attached are the following documents: 1…”
- PGW — PGG Wrightson Limited: Annual Results Announcement to 30 June 20222022-08-15
“Template Results announcement (for Equity Security issuer/Equity and Debt Security issuer) Updated as at 17 October 2019 Results for announcement to the market Name of issuer PGG Wrightson Limited Reporting Period 12 months to 30 June 2022 Previous Reporting Period…”
- NZX — NZX Limited: NZX H1 2022 Results & Interim Report Published2022-08-18
“Corporate directory Getting in touch Board of Directors James Miller (Chair) Frank Aldridge Nigel Babbage Richard Bodman Elaine Campbell Peter Jessup Lindsay Wright Chief Executive Officer Mark Peterson Chief Financial Officer Graham Law General Counsel and Company Secretary Sa…”