FY22 Results Announcement – 30 May 2022
MARKET RELEASE
30 May 2022
FY22 Full Year Results Announcement
Strong organic growth, accelerated with targeted acquisitions
TradeWindow (NZX: TWL) today announces financial results for the full year to 31 March 2022,
demonstrating strong progress in building a connected global trade platform for exporters, importers,
freightforwarders and customs brokers
1
. This includes further growth and scale in New Zealand and
foundations for continued growth in Australia Key highlights include:
Total income $4.9m, up 108%
Trading revenue $3.9m, up 136% from $1.6m in FY21 (up $0.5m or 32% excluding acquisitions)
Gross margin 50%, up from 36%
Total operating expenses $14.4m, up 76%
EBITDA loss increased to $9.5m, up 63%
Net loss after tax $10.8m, up 64%
Cash and cash equivalents $5.9m, up from $1.4m
Total income
2
was $4.9 million, up 108% (FY21: $2.3 million) while trading revenue was $3.9 million, up
136% (FY21: $1.6 million). When acquisitions completed during FY22 were excluded, total income was up
35% and trading revenue was up 32%.
Total operational expenses were $14.4 million, up 76% (FY21: $8.2 million). This increase reflected
planned investments in building and commercialising a scalable global trade platform. In addition to
supporting future growth, these investments have contributed to the organic increases in trading revenue
during the year.
TradeWindow Chief Executive AJ Smith said: “Today’s results demonstrate strong delivery and
momentum on our priorities, including investment for growth. Global trade is undergoing game-changing
transformation as it moves from manual to digital processes and TradeWindow is well positioned to
continue to lead and capitalise on this significant shift in how world trade is conducted.
“During the period our flagship offering, the Cube platform, saw encouraging adoption with new
customers. Ongoing investment, commercialisation, and more customers using additional TradeWindow
solutions, will underpin future growth.”
Financial update
Trading revenue increased strongly (up 136%), with 32% growth in revenue from new and existing
customers. Acquisitions were also a strong contributor to increased trading and total revenue. Total
income includes government R&D grants.
1
First results announcement since listing and takes into account full 12 months since 1 April 2021
2
Total income includes trading revenue and other income.
Total operating expenses rose 76%, largely reflecting planned increases to support current and future
growth. This included substantially increasing the scale and depth of TradeWindow’s software
development team, increasing our sales and commercialisation capability and building out the
TradeWindow organisation contemporaneously with the NZX listing.
Reflecting TradeWindow’s current strategy of investment for future growth, EBITDA losses were $9.5
million, an increase from $5.9 million in FY21. Net losses after tax were $10.8 million, up from $6.6
million a year ago.
Mr Smith said: “We’re making strong progress on executing our strategy since our listing on the NZX in
November 2021. We are pleased with the recurring revenue we are attracting, with 94% of our customers
retained over the year. Trading revenue from subscriber
3
customers is now at 92% of our total trading
revenue.
“Planned investments are in line with our strategy and business plans, and our general approach to
research and development of ensuring concurrent revenue growth alongside software development.
“In the past year we have seen existing customers increase their average monthly spend with
TradeWindow by 16%, and we anticipate a stronger growth rate going forward. We diversified and
materially increased our customer base through acquisitions in FY22 to include freight forwarders and
customs brokers. This has resulted in our overall average monthly revenue per customer decreasing by
30% during the period, reflecting freight customers’ lower spend. However we expect average monthly
revenue to increase as existing and acquired customers expand the number of TradeWindow solutions
they use.
“We are pleased with our improvement in gross margin, up from 36% to 50%, representing our focus on
efficiency and scale.”
At 31 March 2022, the Group held cash and cash equivalents of $5.9 million (FY21 $1.4 million). Net cash
outflow over the six-month ended 31 March 2022 averaged $1.0m per month (excluding acquisition cash
settlements in October 2021).
TradeWindow is committed to further investment in research, development and commercialisation, with
particular focus on building TradeWindow’s global trade platform, underpinned by flagship solution Cube.
This trade platform will provide global trade participants with end-to-end digital trading capability and is
central to TradeWindow’s growth ambitions.
Business highlights
“Global trade is undergoing profound change as it transitions from manual, paper-based processes to
digital,” said Mr Smith. “TradeWindow is ahead of this shift with its proven flagship Cube platform and
other key products offering productivity, connectivity and visibility solutions for trade participants. These
solutions include Prodoc (export documentation solution), Origin (certificate of origin solution) and
Freight (solution for freight forwarders, importers and customs brokers).
“Our NZX listing in November 2021 was a milestone for the company and we have put in place strong
organisational capability and governance, including three independent directors as well as additional
human resources and finance capability.
3
Subscriber customers are those that are licensing TradeWindow’s software and generate monthly subscription revenue. These
customers may also generate transaction, services & installation revenues. It excludes certificate and other revenue.
“We have strong business momentum and a talented, committed team who are focused on New Zealand,
Australia and Asia growth in FY23 and beyond, as part of our global growth ambitions. We have recently
appointed senior leadership in Australia to drive growth.
“Exporters from a range of sectors have adopted our new product, Cube, during the year. Additionally, in
New Zealand, organic growth has primarily been driven by exporters using our trade solution, Prodoc. In
Australia, we have seen growth in both our Prodoc and Freight solutions.
“During the year we continued to improve our core products with 348 enhancements and multiple key
ecosystem integrations, including ocean booking platform INTTRA and Vero for marine insurance.”
In the year to 31 March 2022, TradeWindow made three acquisitions. In April 2021, TradeWindow
acquired the freight forwarding software solution Cyberfreight. In October 2021, TradeWindow acquired
customs clearance software solution SpeEDI and freight quotation software solution FreightLegend.
Following 31 March 2022, TradeWindow announced the conditional acquisition of Rfider to further
strengthen its supply chain visibility offering.
“Our FY22 acquisitions are not only providing established customers, they also provide the capabilities
needed to differentiate our global trade platform. We will consider further acquisitions where they
accelerate our organic growth strategy.
Outlook
“TradeWindow is confident in the global trends driving digital transformation in trade and is well
positioned to take advantage of this shift with its proven technology.
“We have a clear strategy for FY23 and beyond, with particular focus on continued revenue growth in New
Zealand and Australia, alongside the building of a global trade platform.
“We expect trading revenue to be within a range of $5.5 million to $7.0 million, and total income of $6.0
million to $7.5 million for the FY23 year.
“Our guidance for FY23 remains subject to ongoing geopolitical and environmental uncertainty including
the impact of ongoing supply chain challenges, and the timing of customer decisions and implementation
of Cube and other solutions. Our guidance excludes revenue from any new acquisitions including the
conditional Rfider acquisition as announced to the NZX in May 2022.
“As noted in our Financial Statements, to have sufficient liquidity the next 12 months we have forecast
that at least $10 million of additional debt and equity will need to be raised, assuming forecast revenues
and expenditures are realised, and excluding any significant acquisitions during the period. We are
actively working with advisors and major shareholders to determine the best funding path for future
growth.”
ENDS
TradeWindow will host a webcast at 11am this morning NZT to discuss the results for the full year. The
webcast can be accessed at the following link:
https://au01.z.antigena.com/l/Do5bjwics79ZfEqYLtXmmsacSuxQAUdpnswb9wQ0kWXAY57cVbUH2ZGx
naeMUmMK_-VegCFM2FPU69ZtOtd5d8XUG7Sqlbsgr6mnXmEbu5BcwymG9F2EY7zgxyJslrxmGI~lzt1e-
Yh7URcfxqSnnCk0S9IOLcw8QdRg03z1
If you wish to participate in the verbal question and answer session, you can register at https://s1.c-
conf.com/diamondpass/10022211-4tag2mf.html. Once registered, you will receive a dial-in number and a
PIN code via a calendar invite email.
Released for and on behalf of TradeWindow by:
Deidre Campbell
Chief Financial Officer
For further information:
Investors
Andrew Balgarnie
TradeWindow
+64 27 227 3541
Media
Coran Lill
The Project
+64 27 342 3836
About TradeWindow
Founded in December 2018, TradeWindow is an NZX-listed software company that provides digital
solutions for exporters, importers, freight forwarders, and customs brokers to drive productivity, increase
connectivity, and enhance visibility. TradeWindow’s software solutions integrate to form a cohesive
digital trade platform that enables customers to more efficiently run their back-end operations, share
information and securely collaborate with a global supply chain made up of customers, ports, terminals,
shipping lines, banks, insurance companies, and government authorities.
---
Investor presentation
Financial results for year ended 31 March 2022
Investor presentation2
This presentation has been prepared by Trade Window Holdings Limited (TradeWindow). All information is current at the date ofthis
presentation, unless stated otherwise. All currency amounts are in NZ dollars unless stated otherwise.
Disclaimer
Information in this presentation:
•is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of securities in
TradeWindow for the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial product, or investment advice;
•should be read in conjunction with, and is subject to TradeWindow’s Financial Statements and Annual Reports, market releases andinformation published on
TradeWindow’s website (tradewindow.io);
•includes forward-looking statements about TradeWindow and the environment in which TradeWindow operates, which are subject to uncertainties and contingencies
outside TradeWindow’s control –TradeWindow’s actual results or performance may differ materially from these statements, particularly as a result of the impacts of
Covid-19;
•includes statements relating to past performance information for illustrative purposes only and should not be relied upon as (and is not) an indication of future
performance;
•may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to theaccuracy or completeness of such
information; and
•non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial information
presented by other entities. The non-GAAP financial information included in this release has not been subject to review by auditors. Non-GAAP measures are used by
management to monitor the business and are useful to provide investors to access business performance.
Investor presentation3
Agenda
Highlights
Our opportunity
Progress against strategy
Financial overview
Summary and outlook
4
7
13
23
31
AJ Smith
CEO & Director
Deidre Campbell
Chief Financial Officer
Investor presentation4
Key performance indicators
Total Income
Up 108% (Trading Revenue $3.9m up 136%)
$4.9m
Customers
Up 331 (organic 20, acquired 311)
454
Average Revenue
Per Customer
Down 30% (Organic ARPC up 16%)
$712 pm
Gross Margin
Up 14 ppt
50%
Customer
retention rate
Down 4 ppt
94%
% of expenses
R&D and
Commercialisation
No change
51%
Note, all comparisons are against FY21 unless otherwise indicated.
Investor presentation5
Strong organic growth, accelerated with targeted acquisitions
Financial summary
FY22FY21% Change
Revenue
Trading revenue$3.9m$1.6m136%
Other income$1m$0.7m42%
Total income$4.9m$2.3m108%
Costs
Total expenses$14.4m$8.2m76%
Profit (Loss)
EBITDA
1
($9.5m)($5.9m)63%
Net profit (loss) after tax($10.8m)($6.6m)64%
Cash position
Cash and cash equivalents $5.9m$1.4m320%
1
Earnings before interest, tax, depreciation & amortisation
Investor presentation6
We’re making solid progress on executing our
business strategy
Business highlights
•Organic growth has primarily been driven by
Prodoc sales in New Zealand
•Providing new solutions to existing
customers is proving an effective way to grow
revenue, alongside targeted acquisitions
•Product enhancements and integrations
build value and create stickiness among users
•Established organisational capabilities to
scale up
•Completed three acquisitions diversifying
customer base and building capabilities
-Cube for exporters
-FreightLegend for Freight Forwarders (FY23)
•20 new customers in A/NZ
•16 mid-market and enterprise
customers now on Cube
Customers
•Cube launched
•348 product enhancements
•Multiple key ecosystem integrations
1
Product
•Listed on the NZX
•Established governance framework
•Increased expertise
Organisation
•Freight (formerly Cyberfreight)
•SpeEDI Solutions
•FreightLegend
•Rfider (FY23)
Acquisitions
1. Including Vero insurance, INTTRA Bookings, INTTRA Schedules, CargoSmart –Schedules, Trade-Van.
Our opportunity
Investor presentation8
We’re building a global trade platform
Permissioned access to
trusted data needed by
supply chain partners to
deliver their service
Data demand
Software to capture,
format and aggregate
data to meet trade
compliance requirements
Data supply
Investor presentation9
Market trends have delivered a window of opportunity
Digital trade is centre stage
•Supply chain disruption
•Inflation
•Global skills shortage
Digital Trade
Facilitation
MACROECONOMIC TRENDS
•Operational efficiency
•Environment, sustainability and
governance
•Supply chain visibility
CUSTOMER DEMAND TRENDS
•Digitalisation and automation
•Free trade and regulatory compliance
•Data harmonisation
MARKET ENABLING TRENDS
Investor presentation10
TradeTech is an emerging market with initial solutions displacing
manual paper-based processes, emails and spreadsheets
Our opportunity
Productivity
Estimate for TradeTech solutions in A/NZ and
Asia
4
, based on volume of shipments (TEUs)
multiplied by trade compliance costs.
Cross-sales to date have proven that value added
services beyond trade compliance can be monetised
with at least a 100%
3
increase in ARPC
Demand for food traceability solutions is
estimated to be worth $27 billion
1
worldwide of
which A/NZ and Asia represent 64%
2
Integration of operational
systems for superior efficiency
Connectivity
Secure collaboration & sharing
through a fully integrated system
Visibility
Differentiated quality assurance
and provenance
1
Source: https://www.marketsandmarkets.com/Market-
Reports/food-traceability-market-103288069.html
2
Calculated from the TEU volumes published by the United Nations
Statistics Division.
3
Cross-sales of Cube to existing customers have achieved an
increase in ARPC of over 100%.
4
Calculated from the TEU volumes published by United Nations
Statistics Division and trade compliance and processing costs
published by the World Bank.
Investor presentation11
Medium-term focus on New Zealand, Australia and Asia
TradeWindowis building for global growth
Where we have customers
Remote staff
Offices
Team of 90
1
subject matter experts spanning
four countries
Customer base of 454 organisations across APAC
Proven solutions with material revenue streams
ISO 9001, ISO 27001, PAS99 certified
1
Full Time Equivalent as at 30 April 2022
Investor presentation12
Our customers include exporters, importers, freight forwarders and customs brokers
450+ organisations use our technology
Top 10 Customers % of trading revenueCustomer base by sector
Note, logos don’t correspond to top 10 customers.
Progress against our strategy
Investor presentation14
Our strategy
Trusted digital trade facilitation delivered through a global trade platform
that connects our customers with their supply chain ecosystem
End-to-end connectivity
across global supply
chains
Our vision
To make global supply
chains more productive,
connected and visible
Our mission
Strategic summary
Our strategic priorities
Market penetration
Build on the
foundations of our
acquired customer
base across A/NZ, and
expand into Asia
Land
Add customer value
Build trusted
relationships with our
existing customers;
with market leading
brands taking up Cube
Global trade platform
Converge proprietary
and acquired software
solutions into a highly
scalable global trade
platform
Build capability
Create and maintain an
environment focused
on performance,
innovation and
accountability
Grow
PeopleUnify
Accelerate growth
Continue to look for ways to accelerate our strategic priorities and growth through targeted acquisition
Acquire
Investor presentation15
Our product strategy
Acquire and build key solutions needed to
deliver end-to-end digital trade
Converge solutions through secure cloud
hosting, API connectivity and using common
data and services
Network of networks that connects all
parties across the supply chain ecosystem
Connectivity
Productivity
Visibility
We are herePhase 2Phase 3
Global trade
platform
Connectivity
Productivity
Visibility
Suite of solutionsConverged solutionsGlobal trade platform
We’re converging proprietary and acquired solutions into a single global trade platform
Investor presentation16
Our vision is for a modular platform that
consolidates and integrates data, back-end
processes, and automates workflow
A digital connected
global trade platform
✓Common services and architecture patterns
✓Configuration over implementation
✓Cloud-hosted
✓Automated software deployment
•Simplify and standardise the technology stack
•Rapid integration
•Low-touch rapid deployment
•Single data entry
•Consistent UI/UX
Investor presentation17
Delivering against our strategy
Land
FY22
FY23 and beyond
✓Further consolidated market leadership in NZ
✓Commercial launch of Cube in NZ
✓Entry into the Australian market, winning ‘banner
brand’ customers
•Build market share in Australia through organic
sales focused on mid-market exporters and SME
freight forwarders
•Establish a managed service offering in A/NZ
•Establish indirect sales channels in A/NZ and Asia
Grow
✓Newly-acquired customers
✓Commenced cross-selling Cube to existing Prodoc
customers
✓Commenced cross-selling FreightLegend to
existing Freight customers
•Deliver data visualisation and insights tools
•Establish 24/7 customer support
•Deliver customer capability training to provide a
pipeline of certified users
Investor presentation18
Delivering against our strategy
Unify
FY22
FY23 and beyond
✓Commercial release of trade contracts, bookings
and schedules and origin modules
✓Assimilated acquisitions into TradeWindow’s
organisational structure
•Converge proprietary and acquired capabilities and new
solutions into a single platform
•Convert legacy solutions to cloud native
•Deliver data-driven solutions
People
✓Established product, onboarding and support
functions
✓Recruited Country Manager, Australia
✓Organisation restructure prioritising for speed of
delivery and revenue growth
•Offshore low risk roles to access talent and build resilience
•Establish a leadership training programme
•Greater use of benefits to attract and retain experts
•Recruit further team members across both commercial and
R&D roles
Investor presentation19
Broad range of services provided across the industry in established, growing market
Our network in New Zealand has momentum
Our key product offerings in New Zealand
•Prodoc is NZ’s #1 export document solution
•Origin provides a fast turn-around Certificate of Origin service
•Freight and ExpressFreight
1
provide the solutions needed by
forwarders, importers and customs brokers
•Cube allows for trusted collaboration across supply chains
•PortConnect is the bridge to the Port of Tauranga and Ports of
Auckland (FY23)
•INTTRA and CargoSmart connect to majority of the world’s ocean
carriers
•Connectivity with Vero for marine insurance
•Assure will enable supply chain traceability, to be enhanced with
the acquisition of Rfider
FY22 revenue
•Revenue up 67% to $2.4 million
Export
Documents
Certifications
Freight
Forwarding
Operations
Border
Clearance
Connectivity
Collaboration &
Storage
Port
Connectivity
Ocean Carrier
Bookings
Marine Cargo
Insurance
Trade
Finance*
Traceability*
Insights*
TradeWindow
Productivity
Connectivity
Visibility
*These content and service offerings
are planned or in development.
1
ExpressFreight is SpeEDI
Export
Documents
Certifications*
Freight
Forwarding
Operations
Border
Clearance*
Connectivity
Collaboration &
Storage
Port
Connectivity*
Ocean Carrier
Bookings
Marine Cargo
Insurance*
Trade
Finance*
Traceability*
Insights*
TradeWindow
Productivity
Connectivity
Visibility
Investor presentation20
Focus on accelerating growth in FY23
Strong foundations established in Australia
Our key product offerings in Australia
•Prodoc is being used by leading seafood and FMCG brands
•Origin is being localised for the Australian market
•Freight is well positioned to serve the SME sector
•Cube, Assure and data insights tools can be rolled out with
minimal localisation
•INTTRA and CargoSmart are global solutions with no need for
localisation
FY22 revenue
•Revenue up 520% to $1.4 million (driven by the Freight
acquisition)
*These content and service offerings
are planned or in development.
Investor presentation21
Delivering against our strategy
Acquire
FY22
FY23 and beyond
✓Acquired Cyberfreight (Freight)
✓Acquired SpeEDI Solutions (ExpressFreight
1
)
✓Acquired FreightLegend
•Acquired Rfider (FY23)
2
•Target incumbent software solutions to accelerate
entry into new markets
•Target adjacent software solutions that deliver
complementary capability to the global trade
platform
1
SpeEDI solutions will be rebranded to ExpressFreight during FY23.
2
Subject to completion.
•Rfider hasdeveloped a mobile interface that can be rapidly
deployed in complex chains to capture many points
ofdata.
•This will allow TradeWindow to extend its reachdeeper into
primary industry supply chains by providing traceability all
the way back to the points of cultivation and production.
•In particular, it will strengthen TradeWindow's offer for
customers who compete on transparency of origin, ethical
practices, sustainability and quality.
•It willgive TradeWindow positive exposure to an additional
estimated $16.8bn
1
worldwide market opportunity for food
traceability.
Investor presentation22
Post balance date acquisition will extend
reach into primary industry supply chains
Rfider acquisition
•Rfideris an all-in-one solution for collecting,
securing and sharingitem-level traceability and
process data within and acrossorganisations.
•Rfiderhascustomers in Australasia, Europe,
USAand South America.
•The agreement is conditional and settlement is
expected on or before 31 July 2022.
Transaction summary
Transaction benefits
1
Source: https://www.marketsandmarkets.com/Market-Reports/food-traceability-market-103288069.html
Financial overview
Investor presentation24
Financial performance
•Trading revenue up 136% to $3.9m, total
income up 108% to $4.9m (includes
acquisitions)
•Employee costs up 71% to $10.8m, driven by
planned investment in new employee
resources and employees who have joined
through acquisitions
•Other expenses rose 93% to $3.6m, driven by
listing related costs of $1.1m
•Net loss of $10.8m after tax includes office
premises lease up $0.2m and acquisition
amortisation and interest up $0.3m
1
EBITDA –Earnings before interest, tax, depreciation & amortisation
$000sFY22FY21Change $Change %
Trading revenue3,8781,6422,236136%
Other income99970229742%
Total income4,8772,3442,533108%
Employee benefits expense10,8306,3434,48771%
Other expenses3,5941,8641,73093%
Total expenses14,4248,2076,21776%
EBITDA
1
(9,547)(5,863)(3,684)63%
Depreciation & amortization1,6671,07059756%
Net finance expenses1701412921%
Income tax(560)(476)(84)18%
Net loss after tax(10,824)(6,598)(4,226)64%
Trading revenue up 136% driven by organic growth and acquisitions
Investor presentation25
Revenue by type and country
•Strong, sustainable revenue through predictable
subscription and transaction revenue
•Transactional revenueincreaseincluded a shift
to transactional pricingfor the majority of Prodoc
customers
•Subscriptionrevenue wassignificantly up,
mainly due to the acquired Freightbusinesses
•Strong organic growth of 32% from Prodoc,
Cube and Origin solutions
•Other income—increase from R&D tax credit
grant
•Strong momentum in New Zealand and
Australia with 67% and 520%revenue growth,
respectively
Revenue by type $000FY22FY21Change %
Transactional1,62287386%
Subscription 1,596420280%
Services22614457%
Installation434205112%
Total trading revenue3,8781,642136%
Other income99970242%
Total income4,8772,344108%
Trading revenue by country $000FY22FY21Change %
New Zealand2,3561,40967%
Australia1,446233520%
Asia760100%
Total trading revenue3,8781,642136%
Subscription + transaction pricing model provides upside opportunity while retaining predictable revenue streams
Investor presentation26
Average revenue per customer (per month)
•Increased monthly average revenue per
customer (ARPC) for organic business –up
16%
•Overall ARPC reduced 30% reflecting lower
ARPC in acquired businesses. Confident in
increase with cross-sell strategy
•Acquisitions have delivered greater diversity
of customersincluding small and medium
enterprise businesses
Organic businessFY22FY21Change %
Subscriber
1
customer nos. period end1341239%
Ave Subscriber customer nos.131111
Ave monthly revenue per customer $1,1831,02216%
Ave monthly revenue per customerFY22FY21Change %
Subscriber customer revenue $0003,5651,362162%
Subscriber customer nos. period end454123269%
Ave Subscriber customer nos.418111
Ave monthly revenue per customer $7121,022-30%
Acquired freight businessesFY22FY21Change %
Subscriber customer nos. period end3200100%
Ave Subscriber customer nos.2870
Ave monthly revenue per customer $4920100%
1
Subscriber customers are those that are licensing TradeWindow’s software and generate monthly subscription revenue.
These customers may also generate transaction, services & installation revenues. It excludes certificate and other revenue.
Organic ARPC up 16%, newly acquired customers provide cross-sell opportunity
Investor presentation27
Operating expenses / staff numbers
•Previously signaled investment in headcount to
support growth including 12 via acquisition
•R&D up $1.8mto support current and future
growth (employee numbersfrom 27 to41)
•No R&D cost capitalised to balance sheet
•Increased sales capability in New Zealand and
Australia
•General and administrationup -building
organisational capability (e.g. HR, Finance) to
support listed environment and growth
opportunities
•Other expensesincludedone-off listing costs
($0.5m) and related ongoingcosts increases
($0.6m) (insurance, audit, professional)
Employee benefits expense $’000sFY22FY21Change $Change %
Cost of goods sold1,485668816122%
Research & Development4,5922,7831,80965%
Sales & Marketing1,9716951,276184%
General and Administration2,7832,19758627%
Total employee benefits10,8306,3434,48771%
Staff nos. (FTE) as at 31 March 2022FY22FY21Change $Change %
Cost of goods sold179886%
Research & Development41271451%
Sales & Marketing1712539%
General and Administration159670%
Total staff nos. (FTE)89573257%
Other expenses $’000sFY22FY21Change $Change %
Cost of goods sold4593778322%
Research & Development301341(40)-12%
Sales & Marketing55934621362%
General and Administration2,2748001,475184%
Total 3,5941,8641,73093%
Higher expenses reflect planned investment in R&D, commercialisation and organisational capability
Investor presentation28
Capital injection and acquisitions drive lift in total assets
Financial position
$000sFY22FY21Change $Change %Movements
Current Assets7,8522,0235,829288%
Cash up $4.5m to $5.9m. Receivables up $1.3m including IRD R&D
claimsof $1m
Non-Current Assets8,6634,1154,548111%Acquired software $1.4m. Goodwill $1.5m. Lease asset $1.4m
Total Assets16,5156,13810,377169%
Current Liabilities2,9671,4231,543108%
Trade and other payables $0.6m; lease $0.5m; deferred income
$0.4m
Non-Current Liabilities2,7041,2201,484122%Acquisition loans $0.5m; lease $0.9m
Total Liabilities5,6702,6443,027114%
Net Assets10,8453,4947,350210%
Total Equity10,8453,4947,350210%
Share capital/notes $18.4m (Private capital raise$15.0m, equity
settled acquisition $2.4m, staffshare options $0.9m). Retained
earnings $(10.8m).
Investor presentation29
Cashflow
•Balance date cash and cash equivalents of
$5.9m, up $4.5m on FY21
•Key activity during the year:
−Operating activity:
•Cash from customers up 141%
•Cash paid reflects higher expenses
−Investing activity:
•Mainly acquisition cash settlements $1.6m
−Financing activity :
•Private capital raise $15.0m
•Acquisition loans net of repayments $0.4m
•Lease payments -$0.4m
•Actively working with advisors and major
shareholders to determine best funding path for
future growth
$000sFY22FY21Change $Change %
Operating Activities
Cash Received from Customers4,0401,6732,367141%
Cash Paid to Suppliers and Employees(13,204)(7,283)(5,921)81%
Income Tax Received(8)475(483)-102%
Grant Income67655911721%
Operating net cash flow(8,496)(4,576)(3,920)86%
Investing net cash flow(1,961)(112)(1,849)1651%
Financing cash flow14,9765,1149,862193%
Net Change in Cash4,6184264,192984%
Opening Cash1,41398742643%
Closing Cash5,9331,4134,520320%
Balance date cash and cash equivalents of $5.9m
Investor presentation30
Average revenue per customerby revenue type (per month)
FY22FY21Predominant brand
Transactional revenues $0001,342593
Prodoc/Cube +
Speedi
Ave Transactional customer nos.159111
Ave monthly Transactional revenues per
segment customer $
702446
1
Subscriber customers are those that are licensing TradeWindow’s software and generate monthly subscription revenue.
These customers may also generate transaction, services & installation revenues. It excludes certificate and other revenue.
FY22FY21Predominant brand
Installation revenue $000434205Prodoc
Total Install customer numbers2615
Average Install revenues per new customer
(one off) $
16,69914,078
Subscription revenues $0001,593420
Prodoc/Cube +
Freight
Average Subscription customer numbers389111
Ave monthly Subscription revenues per
segment customer $
341316
Service revenues $000195144
Prodoc/Cube +
Freight
Average Service customer numbers389111
Ave monthly Service revenues per segment
customer $
42108
Total Group Subscriber
1
revenues $0003,5651,362
Total Subscriber customer nos.418111
Total average monthly revenue per
customer $
7121,022
Certificate & other revenue $000313280
Total trading revenue $0003,8781,642
Summary and outlook
FY23 outlook
Investor presentation32
•Clear strategy for FY23 and beyond, focused on continued revenue growth
in New Zealand and Australia, alongside the building of a global trade platform.
•FY23 trading revenue expected to be within a range of $5.5 million to $7.0
million; with total income between $6.0 million and $7.5 million.
•FY23 guidance subject to:
•ongoing geopolitical and environmental uncertainty, including the impact of
ongoing supply chain challenges; and
•the timing of customer decisions and implementation of Cube and other
solutions.
•Guidance excludes revenue from any new acquisitions, including the
conditional Rfider acquisition as announced to the NZX on 17 May 2022.
Investor presentation33
Summary
•Strong delivery and momentum on our priorities, including investment for
growth.Growth is from new sales and deepening relationships with existing customers.
•Global trade is undergoing significant transformation and TradeWindow is well
positioned to capitalise on favourable trends.
•TradeWindow has strong fundamentals, a diversifying customer base and we are
delivering on our plans.
•Compelling product set is proving popular with existing, acquired and new customers.
•Ongoing investment critical to take advantage of the opportunity to build a global
trade platform.
Q&A
---
Consolidated Financial Statements
31 March 2022
Trade Window Holdings Limited
For the year ended
Contents
Page
1
2
3
4-5
6-7
8
9-46
General disclosures47-49
50-53
Trade Window Holdings Limited
Table of contents
Consolidated statement of financial position
Consolidated statement of changes in equity
For the year ended 31 March 2022
Directory
Consolidated statement of cash flows
Notes to the consolidated financial statements
Auditors' report
Directors' declaration
Consolidated statement of comprehensive income
-
-
Signed in accordance with a resolution of the Directors.
Dated:30 May 2022Dated:30 May 2022
Alasdair MacLeodAJ Smith
Trade Window Holdings Limited
Directors' declaration
For the year ended 31 March 2022
The board of Directors are pleased to present the financial statements of the Group for the year ended 31
March 2022.
comply with New Zealand generally accepted accounting practice and present fairly the financial
position of the Group as at 31 March 2022 and the result of operations for the year ended on
that date;
have been prepared using the appropriate accounting policies, which have been consistently
applied and supported by reasonable judgements and estimates.
In the opinion of the Directors of Trade Window Holdings Limited, the financial statements and notes, on
pages 3 to 46:
The Directors believe that proper accounting records have been kept which enable, with reasonable
accuracy, the determination of the financial position of the Group and facilitate compliance of the financial
statements with the Financial Reporting Act 2013.
The Directors consider that they have taken adequate steps to safeguard the assets of the Group, and to
prevent and detect fraud and other irregularities. Internal control procedures are also considered to be
sufficient to provide reasonable assurance as to the integrity and reliability of the financial statements.
1
Incorporation Number
8233653
Principal Activities:
Registered OfficeTradeWindow Company Secretary
Level 4, Partners Life House
33-45 Hurstmere Road, Takapuna
Auckland 0622
New Zealand
Directors:Albertus Johannes Smith
Kerry Michael Friend
Philip John Norman (appointed 15 October 2021)
Diana Marie Puketapu (appointed 15 October 2021)
Alasdair (Alexander) John Macleod (appointed 15 October 2021)
Auditor:
KPMG
KPMG Centre
18 Viaduct Harbour Avenue
Auckland 1010
New Zealand
The Directors were in office for the whole period unless otherwise
stated.
Trade Window Holdings Limited
Directory
For the year ended 31 March 2022
Develop and commercialise technology solutions that provide
international trade participants with a secure platform and tools to
establish trust and trade globally in an efficient manner across
interconnected networks
There have been no significant changes in the nature of these
activities during the year ended 31 March 2022.
2
Notes20222021
$$
Revenue3.13,877,617 1,641,840
Other income4999,330 701,936
4,876,947 2,343,776
Employee benefits expense5.1(10,830,303) (6,342,880)
Depreciation and amortisation(1,666,826) (1,069,502)
Other expenses5.2(3,593,903) (1,864,513)
(11,214,085) (6,933,119)
Net finance expense6(169,673) (141,037)
Loss before income tax(11,383,758) (7,074,156)
Income tax7560,000 475,902
Net loss after tax(10,823,758) (6,598,254)
Items that are or may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations136 847
Total comprehensive loss for the year(10,823,622) (6,597,407)
Earnings (loss) per share
Basic earnings (loss) per share $26(0.13) (1.14)
Diluted earnings (loss) per share $26(0.13) (0.52)
Consolidated statement of comprehensive income
Trade Window Holdings Limited
For the year ended 31 March 2022
The above information is to be read in conjunction with the notes to the consolidated financial statements.
3
Notes20222021
$$
8.15,932,558 1,413,224
91,835,624 557,957
76,244 -
3.277,809 51,929
7,852,235 2,023,110
9128,304 18,057
10277,892 165,551
111,395,315 38,329
126,762,523 3,892,659
Restricted cash8.298,604 -
8,662,638 4,114,596
16,514,873 6,137,706
Trade and other payables131,512,709 781,509
14486,248 489,864
167,071 40,470
7- 1,661
11506,999 39,704
Dividend payable- 30,380
Contract liabilities3.2453,605 39,831
2,966,632 1,423,419
Lease liabilities
Interest bearing loans and borrowings
Related party payables
Assets
Current Assets
Total assets
Liabilities
Current liabilities
Income tax payable
Income tax receivable
Trade Window Holdings Limited
Consolidated statement of financial position
As at 31 March 2022
Intangible assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Non-current assets
Property, plant and equipment
Trade and other receivables
Right of use assets
The above information is to be read in conjunction with the notes to the consolidated financial statements.
4
Notes20222021
$$
Trade Window Holdings Limited
Consolidated statement of financial position
As at 31 March 2022
Trade and other payables1364,143 -
Interest bearing loans and borrowings141,764,473 1,220,147
11875,045 -
2,703,661 1,220,147
5,670,293 2,643,566
10,844,580 3,494,140
Share capital1931,333,484 6,147,047
(20,585,200) (9,761,442)
20- 6,818,964
7,574 4,946
88,722 284,625
10,844,580 3,494,140
Retained earnings
Total equity
Non-current liabilities
Lease liabilities
Total liabilities
Net assets
Equity
Convertible notes
Foreign currency translation reserve
Share based payments reserve
The above information is to be read in conjunction with the notes to the consolidated financial statements.
5
Notes
Issued
capital
Retained
earnings
Equity
components
of convertible
notes
Foreign
currency
translation
reserve
Share
based
payment
reserveTotal
Non-
controlling
interestTotal
$$$$$$$$
Balance at 1 April 2020
5,153,545 (3,127,133) 1,000,000 (2,446) 58,299 3,082,265 410,825 3,493,090
Comprehensive expense for
the year
Loss for the year- (6,598,254) - - - (6,598,254) - (6,598,254)
Other comprehensive
income/(expense)
- - - 847 - 847 - 847
- (6,598,254) - 847 - (6,597,407) - (6,597,407)
Transactions with owners of
the company
Issue of capital/dividend to
shareholders
19(64,463) (30,380) - - - (94,843) - (94,843)
Adjustment to foreign currency- - - 6,545 - 6,545 - 6,545
Issue of convertible notes
20- - 5,818,964 - - 5,818,964 - 5,818,964
Share issue on restructure
19416,500 (5,675) - - - 410,825 (410,825) -
Share options exercised
19641,465 - - - - 641,465 - 641,465
Equity-settled share based
payments
- - - - 226,326 226,326 - 226,326
993,502 (36,055) 5,818,964 6,545 226,326 7,009,282 (410,825) 6,598,457
Balance at 31 March 2021
6,147,047 (9,761,442) 6,818,964 4,946 284,625 3,494,140 - 3,494,140
Trade Window Holdings Limited
Consolidated statement of changes in equity
For the year ended 31 March 2022
The above information is to be read in conjunction with the notes to the consolidated financial statements.
6
Notes
Issued
capital
Retained
earnings
Equity
components
of convertible
notes
Foreign
currency
translation
reserve
Share
based
payment
reserveTotal
Non-
controlling
interestTotal
$$$$$$$$
Trade Window Holdings Limited
Consolidated statement of changes in equity
For the year ended 31 March 2022
Balance at 1 April 2021
6,147,047 (9,761,442) 6,818,964 4,946 284,625 3,494,140 - 3,494,140
Comprehensive expense for
the year
Loss for the year- (10,823,758) - - - (10,823,758) - (10,823,758)
Other comprehensive
income/(expense)
- - - 136 - 136 - 136
- (10,823,758) - 136 - (10,823,622) - (10,823,622)
Transactions with owners of
the company
Issue of capital/dividend to
shareholders
19 15,092,532 - - - - 15,092,532 - 15,092,532
Adjustment to foreign currency
- - - 2,492 - 2,492 - 2,492
Maturity of convertible notes
19,206,818,964 - (6,818,964) - - - - -
Share issue on business
acquisitions
18,19 2,353,037 - - - - 2,353,037 - 2,353,037
Share options exercised
921,904 - - - - 921,904 - 921,904
Equity-settled share based
payments
- - - - (195,903) (195,903) - (195,903)
25,186,437 - (6,818,964) 2,492 (195,903) 18,174,062 - 18,174,062
Balance at 31 March 2022
31,333,484 (20,585,200) - 7,574 88,722 10,844,580 - 10,844,580
The above information is to be read in conjunction with the notes to the consolidated financial statements.
7
Notes20222021
$$
Operating activities
Cash received from customers4,039,791 1,672,594
Cash paid to suppliers and employees(13,203,825) (7,283,439)
Income tax received(7,905) 475,368
Grant income676,126 559,446
Net cash to operating activities27(8,495,813) (4,576,031)
Investing activities
Purchase of property, plant and equipment10(240,455) (118,387)
Proceeds from sale plant and equipment4,707 5,138
Purchase of intangible assets12(100,001) -
Business acquisition18(1,538,445) -
Payments to term deposit8.2(98,604) -
Interest received612,106 1,186
Net cash used in investing activities(1,960,692) (112,063)
Financing activities
Interest paid on lease liability6,11(53,180) (7,944)
Proceeds from/(repayment) of share capital1915,000,000 (64,463)
Proceeds from issue of convertible notes20- 5,818,964
Repayment of borrowings(616,288) (616,614)
Payments for lease liability - principal portion11(380,563) (289,494)
Proceeds/(repayments) from exercise of share options910 603
Proceeds from borrowings1,145,000 400,000
Payments to related parties(30,380) -
Interest paid(89,660) (126,685)
Net cash flows from financing activities14,975,839 5,114,367
Net change in cash and cash equivalents4,519,334 426,273
Cash and cash equivalents at the beginning of the financial year1,413,224 986,951
Cash and cash equivalents at the end of the financial year5,932,558 1,413,224
Trade Window Holdings Limited
Consolidated statement of cash flows
For the year ended 31 March 2022
The above information is to be read in conjunction with the notes to the consolidated financial statements.
8
1
The principal activities of the Group during the year were developing and commercialising technology
solutions that provide international trade participants with a secure platform and tools to establish trust
and trade globally in an efficient manner across interconnected networks.
Trade Window Holdings Limited was incorporated on 10 September 2021 for the purpose of being the
holding company for Trade Window Limited. Prior to Trade Window Holdings Limited's incorporation,
the Group comprised of Trade Window Limited and its subsidiaries.
Accounting policies
The accounting policies set out below have been consistently applied to all periods presented in these
financial statements. Where applicable, certain comparatives have been reclassified to comply with
the accounting presentation adopted in the current year to ensure consistency with the current year
classification.
Comparative information
Trade Window Holdings Limited (TWHL) was incorporated as part of the Trade Window listing
process. TWHL effectively acquired Trade Window Limited (TWL) on 19 November 2021. This was
achieved through a share exchange where 10 TWHL shares were issued for 1 TWL share. TWHL is
now the parent entity and listed on the NZX. There was no other change operationally and TWHL was
effectively inserted above TWL. The comparative financial statements for the year ended 31 March
2021 are those of TWL and its subsidiaries only and reflect the fact that the insertion of TWHL is, in
substance, a continuation of the existing group.
Basis of preparation
Trade Window Holdings Limited
For the year ended 31 March 2022
Notes to the consolidated financial statements
General information and statement of compliance
Consolidated financial statements for the Group are presented. The consolidated financial statements
of Trade Window Holdings Limited (company) as at and for the year ended 31 March 2022 comprise
of the Company and its subsidiaries (together referred to as the Group and individually as
subsidiaries).
The subsidiaries are set out in note 17.
Trade Window Holdings Limited is incorporated and domiciled in New Zealand and is a company
registered under the Companies Act 1993.
Trade Window Holdings Limited is a profit orientated entity.
These financial statements have been prepared in accordance with Generally Accepted Accounting
Practice in New Zealand ('NZ GAAP'). They comply with the New Zealand Equivalents to International
Financial Reporting Standards and other applicable Financial Reporting Standards, as appropriate for
Tier 1 for-profit entities. The consolidated financial statements of the Group also comply with
International Financial Reporting Standards (IFRS). The financial statements were authorised for
issue by the directors on the date included on page 1. The Group is a reporting entity for the purposes
of the Financial Reporting Act 2013 and its financial statements comply with that Act.
9
Trade Window Holdings Limited
For the year ended 31 March 2022
Notes to the consolidated financial statements
1
The Directors consider the Group to be a going concern and believe that the Group will achieve its
financial forecasts and secure projected funding requirements such that the Group will be able to
meet its contractual obligations in the foreseeable future.
Going concern
General information and statement of compliance (continued)
The Board-approved FY23 annual budget and three-year financial forecast plans to raise sufficient
capital to provide around 24 months forecast cash requirements which will provide sufficient liquidity
to satisfy its financial obligations and comply with the terms of its debt facilities for a period of at least
12 months from the issuance of these financial statements should there be a reasonably possible
downside in underlying assumptions. Key to the forecasts are relevant assumptions regarding the
business and success of its products, business model, any legal or regulatory restrictions, financing,
and shareholder support, including the future capital raise. The inputs to the assumptions have been
stress tested against a range of scenarios including a reduction in revenue without commensurate
cost cutting, and a reduction in the target for the planned capital raise.
The Group prepares its financial statements on a going concern basis and expects to be able to
realise its assets and meet its financial obligations in the normal course of business.
The Group is an early-stage organisation that is currently investing heavily in the development and
commercialisation of a Global Trade Platform and as such has reported a loss for the year ended 31
March 2022 of $10.8 million (2021: $6.6 million), and operating cash outflows of $8.5 million (2021:
$4.6 million), and is projected to continue to incur expenditure in excess of revenue for a period of at
least 12 months from the date of issuing these financial statements. For the Group to continue as a
going concern, it is dependent on its ability to continue to raise significant equity and/or debt funding
to support continued product development and commercialisation of its products.
As an early-stage business further capital raising prior to achieving profitability was anticipated and
this was indicated in the Company’s listing profile in November 2021. Management has been closely
monitoring forecast cash reserves each month with specific regard to the timing of a future capital
raise.
Should the Group not raise sufficient debt and equity financing to fund projected cashflow deficits, the
Group may not be able to continue as a going concern and realise the value in its assets and
discharge its liabilities in the normal course of business.
The Directors do acknowledge that until a capital raising is complete, there is material uncertainty
concerning the Group's ability to achieve its financial forecasts which may cast significant doubt on
the Group's ability to maintain sufficient liquidity to continue as a going concern.
As at 31 March 2022 the Group held cash and cash equivalents of $5.9 million (2021: $1.4 million)
and projects adequate cash available through to September 2022, by which time it is anticipated that
the Group will have raised additional capital. To have sufficient liquidity for a period of at least 12
months from the issuance of these financial statements the Group has forecast that at least $10
million of additional debt and equity will need to be raised, assuming forecast revenues and
expenditures are realised, and there are no significant acquisitions during the period.
10
Trade Window Holdings Limited
For the year ended 31 March 2022
Notes to the consolidated financial statements
1
-
-
-
-
Basis of measurement
General information and statement of compliance (continued)
Use of estimates and judgements
The financial statements have been prepared on the historical cost basis.
These financial statements are presented in New Zealand dollars ($) which is the Company's
functional currency, rounded to the nearest dollar. They have been prepared on a GST exclusive
basis except for receivables and payables that are stated inclusive of GST.
The preparation of the financial statements in conformity with NZ IFRS and IFRS requires
management to make judgements, estimates 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.
The principal areas of judgement in preparing these financial statements are set out below.
Information about critical judgements in applying accounting policies that have the most significant
effect on the amounts recognised in the financial statements is included in the following notes:
Note 18 Business acquisitions, in determining the fair value of the consideration
transferred, and fair value of the assets acquired and liabilities assumed.
Note 20 Convertible notes, on its classification as equity (in 2021).
Note 3.1 Revenue, in determining the revenue recognition of implementation revenue.
Covid-19
The year to 31 March 2022 presented a challenging environment as various restrictive lockdowns
continued, however Trade Window continued to operate effectively to service and support its
customers and to develop its products which are enabling organisations to move away from
traditional on-premise and paper based operations.
New accounting standards and interpretations
No new standards have been issued for the period ended 31 March 2022 that materially impact the
Group.
New accounting standards and interpretations issued but not yet effective
At the date of authorisation of these consolidated financial statements, there are no new accounting
standards or interpretations issued but not yet adopted that are expected to have a material impact on
the Group.
While there has been no material impact on sales, the restrictions on physical movement have
delayed the Australian market development. There has been no impact of COVID-19 on the
statement of financial position.
Trade Window and its subsidiaries have not taken any government relief subsidies available to
companies as a result of COVID-19 during the year ended 31 March 2022.
Note 11 Leases, on determining whether a contract contains a lease, lease terms,
incremental borrowing rate and lease renewal options.
11
2Significant accounting policies
Business combinations
Subsidiaries are entities controlled by the Group. The Group controls an entity when it 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. The financial statements of subsidiaries are included in the
consolidated financial statements from the date on which control commences until the date on which
control ceases.
The Group accounts for business combinations using the acquisition method when the acquired set of
activities and assets meets the definition of a business and control is transferred to the Group. In
determining whether a particular set of activities and assets is a business, the Group assesses
whether the set of assets and activities acquired includes, at a minimum, an input and substantive
process and whether the acquired set has the ability to produce outputs.
The consideration transferred in the acquisition is generally measured at fair value, as are the
identified net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on
a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as
incurred, except if related to the issue of debt or equity securities. The consideration transferred does
not include amounts related to the settlement of pre-existing relationships. Such amounts are
generally recognised in profit or loss.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Basis of consolidation
Subsidiaries
Intra company (refer to Note 17) balances and transactions, and any unrealised income and expenses
(except for foreign currency transaction gains and losses) arising from intra-group transactions, are
eliminated.
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the
subsidiary, and any related non-controlling interests and other components of equity. Any resulting
gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured
at fair value when control is lost.
Transactions eliminated on consolidation
12
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
2Significant accounting policies (continued)
Impairment
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated. Goodwill and indefinite-lived intangible assets are tested annually
for impairment.
An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit
(CGU) exceeds its estimated recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less
costs to sell. Fair value less cost of disposal (FVLCD) is deemed to be the more appropriate method
given the Group is an early-stage business hence there are difficulties in assessing WACC, forecast
revenue, cash flows and forecast accuracy. Further, as a publicly listed entity, the fair value can be
easily ascertained.
Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are
aggregated so that the level at which impairment testing is performed reflects the lowest level at which
goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is
allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs
are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of
CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a
pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is
reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been
recognised.
Transactions in foreign currencies are translated to the respective functional currencies of Group
entities at exchange rates at the dates of the transactions.
Foreign currency
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. The foreign currency gain or
loss on monetary items is the difference between amortised cost in the functional currency at the
beginning of the year, adjusted for effective interest and payments during the year, and the amortised
cost in foreign currency translated at the exchange rate at the end of the year.
The foreign currency translation reserve arises from the translation of the Group's overseas
operations into the presentation currency of these financial statements.
13
20222021
$$
3.1
Transactional revenue1,621,634 872,918
Subscription revenue1,591,800 420,313
Service revenue230,004 143,777
Installation revenue434,179 204,832
Total revenue3,877,617 1,641,840
Revenue policy
Transactional revenue
Subscription revenue
Service revenue
Revenue is measured based on the consideration specified in the contract with a customer. The
Group recognises revenue when it transfers control of a good or service to a customer. Revenue is
disclosed net of credit notes and discounts. Unbilled revenue at year end is recognised as contract
asset and any unearned revenue at year end is recognised as contract liabilities. See table 3.2 for
details of contract assets and liabilities at year end.
Transactional revenue is recorded at the time the transactions are processed by the customer using
the Group’s software platforms. Transaction revenue is based on volume of usage and is recognised
at a point in time. Customers are invoiced monthly and have payment terms of up to 30-days.
Subscription revenue comprises recurring monthly fees from customers who have subscribed to the
Group’s software platforms. The fee provides the customer with access to the various software
platforms, regular software updates and customer support services. Subscription revenue is invoiced
either in advance or monthly in arears, depending on the software product. Subscription revenue is
recognised over time as the service are used or delivered by the customer. Customers are mainly
invoiced monthly and have payment terms of up to 30-days.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Revenue
Service revenue relates to ad-hoc customer support services outside of the scope of the standard
support agreement. The services are mainly for customer support to customers who request non-
standard customisation or assistance with a specific project. Service revenue is recognised over time
as the service is delivered to the customer, these range from a few hours to a week. Customers are
invoiced monthly and have payment terms of up to 30-days.
The Group generates revenue primarily from customers subscribing to and utilising its software
platforms. In the following table, revenue from contracts with customers is disaggregated by primary
nature and timing of revenue recognition.
14
20222021
$$
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
3.1
Installation revenue
3.2
Receivables, which are included in "Trade and other receivables"418,236 191,079
Contract assets77,809 51,929
Contract liabilities(453,605) (39,831)
42,440 203,177
The contract liabilities primarily relate to advance consideration the Group received from customers
for installation and for subscribing to its software platforms, for which revenue is recognised over time.
The contract assets primarily relate to the Group’s rights to consideration for work completed but not
billed at the reporting date. Contract assets are assessed for impairment under the requirements in
the financial instruments standard. Any unconditional rights to consideration are presented separately
as a receivable.
The following table provides information about receivables, contract assets and contract liabilities
from contracts with customers.
Information about remaining performance obligation has not been provided as these have an
expected duration of less than 12 months.
Installation revenue comprises of one-off installation, software customisation and user training
services. The Group has assessed that installation is a separate performance obligation for certain
products, and all the activities are considered as one performance obligation which is satisfied over
the term of the contract as the customer simultaneously receives and consumes the benefits provided
to them. After the software is installed, the customers subscribe to ongoing maintenance and support
services to ensure that the software is regularly maintained by the Group. The majority of the Group’s
Prodoc, Cube and Speedi customers also pay a transaction based fee for usage of the software
products enabling the customer to match the cost to their seasonal cash inflows. The installation and
transaction fees for Prodoc are a single performance obligation and are recognised over the contract
period. The Group uses the output method of measuring progress of installation as it fairly depicts the
entity’s performance towards complete satisfaction of the performance condition. Majority of
customers are invoiced in advance and then on a monthly basis and have payment terms of up to 30-
days.
Contract balances
Revenue (continued)
15
20222021
$$
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
4
Grant income997,950 359,011
Wage subsidy- 299,930
Other1,380 42,995
Total other income999,330 701,936
Grant income and Wage subsidy
The Group is entitled to the Government's R&D project grant scheme which makes it eligible to a
percentage reimbursement of project related costs through Callaghan Innovation. Where the grant
relates to expenditure, it is recognised as income over the periods in which the expenditure is
incurred.
The Group received government grants in 2021 in relation to a wage subsidy programme introduced
in New Zealand in response to the COVID-19 coronavirus pandemic. Wage Subsidies received were
recognised in profit or loss in 'other income', the related wages and salaries for employees were
recognised in the profit or loss as "Employee Benefits Expense".
The Group is entitled to NZTE’s International Growth Fund Grant to assist with acceleration of growth
in the Australian market. This Grant allows for reimbursement of up to 50% of actual costs incurred in
carrying out pre-approved growth projects in Australia.
The Group is also eligible for the IRD’s Research & Development Tax Incentive (RDTI) scheme which
allows for a 15% tax credit for eligible R&D expenditure not claimed under any other scheme. In 2021,
the Group was also entitled to the R&D experience funding grant for someone engaged in
undergraduate or postgraduate study to work on a R&D project.
Other income
16
20222021
$$
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
5.1Employee benefits expense
Short term employee benefits (salaries)8,148,327 4,766,552
Post-employment benefits (superannuation)266,346 105,525
Other employee benefits2,415,630 1,470,803
Total employee benefits expense10,830,303 6,342,880
5.2 Other expenses include the following:
The following fees were paid or payable for services provided by KPMG
- Fees relating to the annual audit195,000 75,000
- Fees for other services (financial statement preparation)- 9,000
Directors fees107,896 -
Bad debts written off252 -
Donations- 300
Loss on sale or disposal of fixed assets28,296 68,493
6Net finance expense
Interest income12,106 1,186
Interest expense(128,599) (134,279)
Interest on lease liabilities(53,180) (7,944)
Total net finance expense(169,673) (141,037)
Finance income and expenses policy
Borrowing costs that are not directly attributable to the acquisition, construction or production of a
qualifying asset are recognised in profit or loss using the effective interest method.
Finance income comprises interest income on funds invested using the effective interest method.
Finance costs comprise interest expense on borrowings and interest on lease liabilities.
17
20222021
$$
7Income tax
Loss before income tax(11,383,758) (7,074,156)
28%28%
(3,187,452) (1,980,764)
Non-deductible expenses161,914 11,625
Deferred tax not recognised in current tax year3,002,650 1,953,099
Prior year R&D tax losses cashed-out (Note 23)(560,000) (475,902)
Effect of different tax rates22,888 16,040
(560,000) (475,902)
Income tax expense (income) is represented by:
Current tax(560,000) (475,902)
Deferred tax- -
(560,000) (475,902)
Deferred tax assets and liabilities
Recognised Deferred Tax Assets
FY2022Opening
Recognised
in profit or
loss
Closing
(151,971) (270,945) (422,916)
- (452,745) (452,745)
(10,528) (496,439) (506,967)
49,454 86,154 135,608
113,045 1,133,975 1,247,020
- - -
The table below shows the movement in the deferred tax balances that are recognised at the beginning
and end of the period.
Tax expense
Domestic tax rate (28%)
Trade Window Holdings Limited
Expected income tax
Actual income tax expense (income)
Notes to the consolidated financial statements
For the year ended 31 March 2022
The current tax asset of $6,244 (2021 current tax liability: $1,661) represents the amount of income
taxes receivable/payable in respect of the current period.
The research and development (R&D) tax loss cash-out is a 28% refund of the Groups tax losses from
eligible R&D activity. R&D tax losses cashed-out reduce the Groups business losses carried forward to
future years. The rules focus on start-up companies engaging in intensive R&D, and are intended to
reduce their exposure to market failures and tax distortions arising from the general tax treatment of
losses. It is intended to provide a cashflow timing benefit only.
Intangibles
ESOP
Leases
Accruals and Employee
Benefits
Net Taxable Loss
18
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
7Income tax (continued)
Recognised Deferred Tax Assets
FY2021Opening
Recognised
in profit or
loss
Closing
(52,217) (99,754) (151,971)
16,030 (26,558) (10,528)
39,974 9,480 49,454
(3,787) 116,832 113,045
- - -
Income tax policy
The Group has $20,694,140 (2021: $9,970,390) of tax losses for which no deferred tax asset has been
recognised in the statement of financial position as it is not probable that the Group will be achieving
sufficient taxable profits in the foreseeable future.
Tax expense comprises current and deferred tax and is calculated using rates enacted or substantively
enacted at balance date. Current tax and deferred tax is recognised in profit or loss except to the extent
that it relates to items recognised directly in equity or other comprehensive income, in which case the
tax is recognised as an adjustment against the item to which it relates.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using
tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in
respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax
is not recognised on the initial recognition of goodwill. A deferred tax asset is recognised only to the
extent that it is probable that future taxable profits will be available against which the asset can be
utilised.
Intangibles
Leases
Accruals and Employee
Benefits
Net Taxable Loss
19
20222021
$$
8.1
Bank accounts5,932,558 1,413,224
5,932,558 1,413,224
Cash and cash equivalents policy
8.2
Restricted cash is comprised of cash balances held with Commonwealth Bank Australia of $98,604
(2021: $Nil), that is held as a rent guarantee over one of the leases.
Restricted cash
The bank accounts include cash balances held with ASB Bank Limited of $5,825,531 (2021:
$1,314,649), which is a related party. The Group also had an undrawn overdraft facility with ASB
Bank limited to a maximum of $150,000; which was temporarily increased to $350,000 in the prior
financial year. The interest rate at balance date was 6.23% (2021: 6%) per annum.
Cash and cash equivalents comprises cash balances and call deposits used by the Group in the
management of its short-term commitments.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Cash and cash equivalents
Total cash and cash equivalents
20
20222021
$$
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
9
Current
Trade receivables418,226 191,079
Other receivables1,090,297 174,613
Prepayments327,101 192,265
1,835,624 557,957
Non-Current
Trade receivables- 18,057
Prepayments128,304 -
128,304 18,057
Total trade and other receivables1,963,928 576,014
A provision for impairment of trade receivables is established when there is objective evidence that
the Group will not be able to collect all amounts due according to the original terms of receivables.
Impairment is calculated based on an expected credit loss (ECL) model under NZ IFRS 9. Refer to
note 15 for information about calculation and recognition of expected credit losses. The amount of
the provision is recognised in profit or loss. There was no provision for impairment recognised during
the year.
Trade and other receivables policy
Trade and other receivables
Bad debt expense of $252 (2021: $Nil) has been recorded within other expenses in the statement of
comprehensive income.
Trade and other receivables (unless it is a trade receivable without a significant financing component)
is initially recognised at fair value plus transaction costs. A trade receivable without a significant
financing component is initially measured at the transaction price. It is then subsequently measured at
amortised cost using the effective interest method, less any provision for impairment.
21
10
Lease-
hold
improve-
ments
Motor
vehicles
Furnit-
ure and
fittings
Plant
and
equip-
ment Total
$$$$$
- 37,904 22,201 194,062 254,167
39,208 - 48,042 153,205 240,455
- - - 47,921 47,921
- - (9,757)(32,038)(41,795)
39,208 37,904 60,486 363,150 500,748
- 11,044 2,602 74,970 88,616
- - (1,976)(6,815)(8,791)
10,698 7,960 4,785 119,588 143,031
10,698 19,004 5,411 187,743 222,856
- 26,860 19,599 119,092 165,551
28,510 18,900 55,075 175,407 277,892
43,100 50,078 16,500 126,041 235,719
29,572 - 6,600 82,215 118,387
(72,672)(12,174)(899)(14,194)(99,939)
- 37,904 22,201 194,062 254,167
496 4,363 549 16,505 21,913
(8,224)(3,622)(73)(4,192)(16,111)
7,728 10,303 2,126 62,657 82,814
- 11,044 2,602 74,970 88,616
42,604 45,715 15,951 109,536 213,806
- 26,860 19,599 119,092 165,551
Disposals
Total property, plant and equipment at cost
Accumulated depreciation
Opening balance
Disposals
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Property, plant and equipment
Additions through business acquisition
Year ended 31 March 2022
Opening balance
Additions
Year ended 31 March 2021
Opening balance
Additions
Disposals
Depreciation expense
Total accumulated depreciation
Summary
Net carrying amount at 31 March 2021
Net carrying amount at 31 March 2022
Total accumulated depreciation
Summary
Net carrying amount at 31 March 2020
Net carrying amount at 31 March 2021
Total property, plant and equipment at cost
Accumulated depreciation
Opening balance
Disposals
Depreciation expense
22
10
Property, plant and equipment policy
Recognition and measurement
Depreciation
- 7.00%
- 21.00%
- 10.50%
- 30.00% - 67.00%
Impairment
Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference
between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or
loss within other income or other expenses.
For property, plant and equipment, depreciation is based on the cost of an asset less its residual
value.
Depreciation is recognised in profit or loss on a straight line basis over the estimated useful lives of
each component of an item of property, plant and equipment.
Furniture and fittings
Plant and equipment
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
All property, plant and equipment is measured at cost less accumulated depreciation and
accumulated impairment losses.
When parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.
Property, plant and equipment (continued)
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable
amount. Impairment losses directly reduce the carrying amount of the assets and are recognised in
profit or loss.
The depreciation rates for significant items of property, plant and equipment are as follows:
Leasehold improvements
Motor vehicles
There was no impairment of assets recognised for during the year.
Depreciation methods, useful lives and residual values are reviewed at each financial year end and
adjusted if appropriate.
The carrying amounts of property, plant and equipment are reviewed at each balance date to
determine whether there is any indication of impairment. If any such indication exists, the asset's
recoverable amount is estimated.
23
11
Right of use assets
BuildingsTotal
$$
287,465 287,465
Additions1,722,903 1,722,903
Make good provision64,143 64,143
(287,465)(287,465)
1,787,046 1,787,046
249,136 249,136
(287,043)(287,043)
429,638 429,638
391,731 391,731
38,329 38,329
Net carrying amount at 31 March 20221,395,315 1,395,315
791,534791,534
(402,451)(402,451)
(101,618)(101,618)
287,465 287,465
62,71562,715
(43,551)(43,551)
229,972229,972
249,136 249,136
728,819 728,819
Net carrying amount at 31 March 202138,329 38,329
Lease liabilities20222021
$$
Lease liability (current)506,999 39,704
Lease liability (non-current)875,045 -
Total lease liabilities
1,382,044 39,704
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Opening balance
Disposals
Leases
Year ended 31 March 2022
Opening balance
Total Right of use assets at Cost
Accumulated amortisation
Disposals
Amortisation expense
Net carrying amount at 31 March 2020
The interest rate applied to the initial lease liability was 4.20%.
Total accumulated amortisation
Year ended 31 March 2021
Total Right of use assets at Cost
Summary
Net carrying amount at 31 March 2021
Disposals
Opening balance
Remeasurement of right of use asset
The new lease liabilities have interest rates applied of 5.09% and 5.39%
Amortisation expense
Accumulated amortisation
Opening balance
Disposals
Total accumulated amortisation
Summary
The additions during the year relate to the Group entering into new leases for the New Zealand and
Australian entities.
24
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
11
Leases policy
Recognition and measurement
-
-
-
-
The right-of-use asset is subsequently depreciated using the straight-line method from the
commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the
lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those
of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by
impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The
right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less any lease incentives received.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be
readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental
borrowing rate as the discount rate.
Leases (continued)
Lease payments included in the measurement of the lease liability comprise the following:
fixed payments, including in-substance fixed payments;
variable lease payments that depend on an index or a rate, initially measured using the index
or rate as at the commencement date;
amounts expected to be payable under a residual value guarantee; and
the exercise price under a purchase option that the Group is reasonably certain to exercise,
lease payments in an optional renewal period if the Group is reasonably certain to exercise an
extension option, and penalties for early termination of a lease unless the Group is reasonably
certain not to terminate early.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-
term leases with terms of 12 months or less and leases for low-value assets. Lease payments on these
assets are expensed to the profit or loss as incurred.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured
when there is a change in future lease payments arising from a change in an index or rate, if there is a
change in the Group's estimate of the amount expected to be payable under a residual value guarantee,
or if the Group changes its assessment of whether it will exercise a purchase, extension or termination
option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use
asset has been reduced to zero.
25
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
11
Right of use asset
Buildings
No. of right of use assets leased
2
Range of remaining terms in months
26-44
Average remaining term in months
35
No. of leases with options to purchase
-
No. of leases with termination options
-
Future lease payments were as follows.
20222021
$$
Within 1 year
506,999
39,704
1-2 years
552,201 -
2-3 years
220,746 -
3-5 years
102,098 -
Over 5 years
- -
Total future lease payments
1,382,044 39,704
Impairment
The Right of use asset is regularly assessed for impairment.
20222021
Amounts recognised in statement of comprehensive income
$$
Interest on lease liabilities
53,180 7,944
Depreciation on right of use assets
429,638 229,972
Amounts recognised in statement of cash flow
Interest on lease liabilities
53,180 7,944
Principal lease payments
380,563 289,494
The table below describes the nature of the Group’s leasing activities by type of right-of-use asset
recognised in the consolidated statement of financial position:
Leases (continued)
26
12
Software
Customer
relation-
ships GoodwillTotal
$$$$
3,390,605 456,016 995,691 4,842,312
2,389,951 - 1,474,070 3,864,021
100,001 - - 100,001
5,880,557 456,016 2,469,761 8,806,334
892,651 57,002 - 949,653
1,048,556 45,602 - 1,094,158
1,941,207 102,604 - 2,043,811
2,497,954 399,014 995,691 3,892,659
Net carrying amount at 31 March 2022 3,939,350 353,412 2,469,761 6,762,523
3,390,605 456,016 995,691 4,842,312
3,390,605 456,016 995,691 4,842,312
181,530 11,401 - 192,931
711,121 45,601 - 756,722
892,651 57,002 - 949,653
3,209,075 444,615 995,691 4,649,381
Net carrying amount at 31 March 2021 2,497,954 399,014 995,691 3,892,659
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Opening balance
Total accumulated amortisation
Intangible assets
Accumulated amortisation
Year ended 31 March 2022
Total Intangible assets at Cost
Opening balance
Additions through business acquisition
Additions
Total Intangible assets at Cost
Amortisation expense
Net carrying amount at 31 March 2021
Opening balance
Year ended 31 March 2021
Summary
Accumulated amortisation
Amortisation expense
Total accumulated amortisation
Summary
Net carrying amount at 31 March 2020
Opening balance
27
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
12
Intangible assets policy
Recognition and policy
Subsequent expenditure
Amortisation
- 1 - 5 years
- 10 years
Impairment
Customer relationships
The Group tests whether goodwill has suffered any impairment on an annual basis. No impairment on
the carrying amount of goodwill has been recognised during the financial year (2021: Nil).
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less
costs to sell. Fair value less cost of disposal (FVLCD) is deemed to be the more appropriate method
given the Group is an early-stage business hence there are difficulties in assessing WACC, forecast
revenue, cash flows and forecast accuracy. Further, as a publicly listed entity, the fair value can be
easily ascertained.
Software
The estimated useful lives for current and comparative periods are as follows:
Goodwill is measured at cost less accumulated impairment losses.
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied
in the specific asset to which it relates. All other expenditure, including expenditure on internally
generated goodwill and brands is recognised in profit or loss as incurred.
Intangible assets (continued)
Other intangible assets that are acquired by the Group and have finite useful lives are measured at
cost less accumulated amortisation and any accumulated impairment losses.
Amortisation is calculated to write off the cost of intangible assets less their estimated residual value
using the straight-line method over their estimated useful lives, and is recognised in profit or loss.
Goodwill is not amortised.
28
20222021
$$
13
Current
Trade payables234,691 232,279
Sundry payables101,044 1,082
Accruals268,872 155,659
Employee benefits908,102 392,489
1,512,709 781,509
Non-current
Accruals64,143 -
1,576,852 781,509
Trade and other payables policy
Employee benefits policy
Trade and other payables are measured at amortised cost. These amounts represent liabilities for
goods and services provided to the Group prior to the end of financial year which are unpaid. The
amounts are unsecured and are usually paid within 30 days of recognition.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Trade and other payables
Total trade and other payables
Short-term employee benefits obligations are measured on an undiscounted basis and are expensed
as the related service is provided. A liability is recognised for the amount expected to be paid for
outstanding annual leave balances if the Group has a present legal or constructive obligation to pay
this amount as a result of past services provided by the employee and the obligation can be
estimated reliably.
29
20222021
$$
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
14
Current
Vendor loan- 235,580
ASB term loan486,248 254,284
486,248 489,864
Non-current
ASB term loan1,344,881 812,553
Callaghan R&D loan419,592 407,594
1,764,473 1,220,147
Total interest bearing loans and borrowings2,250,721 1,710,011
Terms and repayment schedule
CurrencyMaturity date
Vendor loanNZD17 July 2021- 235,580
ASB term loanNZD
29 January 2025 -
30 October 2026
1,831,129 1,066,837
Callaghan R&D loan NZD13 August 2030419,592 407,594
2,250,721 1,710,011
Interest bearing loans and liabilities policy
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between proceeds (net of transaction
costs) and the redemption amount is recognised in the statement of comprehensive income over the
period of the borrowing using the effective interest method. Borrowings are classified as current
liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12
months after the reporting date.
10%
5-6%
3%
Interest
rate
The face value and carrying value of the loans are the same.
The ASB loan is secured over the assets of TradeWindow Services Limited together with an
unlimited guarantee and indemnity from Trade Window Limited.
On 13 August 2020, the Company received an R&D loan of $400,000 from Callaghan Innovation as
assistance for the economic impacts of COVID19 on the business. The loan balance at 31 March
2022 was $419,592 which included an interest accrual of 3% (2021: $407,594).
Interest bearing loans and borrowings
The Company has met all of its covenants during the year and as at balance date.
30
15 Financial instruments classification and risk management
Financial assets held at amortised cost
-
-
Financial liabilities held at amortised cost
Financial assets and liabilities are classified into the following categories:
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Financial instruments are recognised in the statement of financial position when the Group becomes
party to a financial contract. They include cash and cash equivalents, trade and other receivables, trade
and other payables, interest bearing loans and borrowings, lease liabilities and related party payables.
All financial assets and liabilities (except for trade receivables that do not contain a significant financing
component) are initially measured at fair value, adjusted for transaction costs (where applicable). Trade
receivables without a significant financing component are initially measured at the transaction price in
accordance with the recognition of revenue.
The Group’s overall financial risk management programme focuses primarily on maintaining a financial
risk profile that provides flexibility to implement the Group’s strategies, while optimising return on
assets. Financial risk management is centralised, which supports compliance with the financial risk
management policies and procedures set by the Board.
A financial asset is measured at amortised cost if it meets both of the following conditions, and is not
designated as at fair value through profit or loss (FVTPL):
Financial assets at amortised cost are subsequently measured at amortised cost using the effective
interest method. The amortised cost is reduced by impairment losses. Interest income, foreign
exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on
derecognition is recognised in profit or loss.
the asset is held within a business model whose objective is to hold assets to collect
contractual cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the amounts outstanding.
Financial assets held at amortised cost comprise: cash and cash equivalents and trade and other
receivables.
Financial liabilities not designated as at FVTPL on initial recognition are classified as at amortised cost.
Financial liabilities at amortised cost are subsequently measured at amortised cost using the effective
interest method. Interest expense and foreign exchange gains and losses are recognised in profit or
loss. Any gain or loss on derecognition is recognised in profit or loss.
Financial liabilities held at amortised cost comprise: trade and other payables, interest bearing loans
and borrowings, lease liabilities, and related party payables.
31
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
15 Financial instruments classification and risk management (continued)
Impairment - financial assets
-
Market risk (mainly interest rate risk)
-
Credit risk
-
Liquidity risk
Risk management framework
The Company’s board of directors has overall responsibility for the establishment and oversight of the
Group’s risk management framework. The board of directors has established the Audit and Risk
Committee, which is responsible for developing and monitoring the Group’s risk management policies.
A risk register is maintained, and the Committee reports regularly to the board of directors on its
activities. The Group’s risk management policies are established to identify and analyse the risks faced
by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits.
There were no financial instruments at fair value at balance date.
Financial risk management
The Group had exposure to the following risks from its use of financial instruments:
The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured
at amortised cost.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present
value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance
with the contract and the cash flows that the Group expects to receive).
The gross carrying amount of a financial asset is written off when the Group has no reasonable
expectations of recovering a financial asset in its entirety or a portion thereof.
The Group makes use of a simplified approach in accounting for trade and other receivables as well as
contract assets and records the loss allowance as lifetime expected credit losses. These are the
expected shortfalls in contractual cash flows, considering the potential for default at any point during the
life of the financial instrument. In calculating, the Group uses its historical experience, external
indicators and forward-looking information to calculate the expected credit losses using a provision
matrix.
32
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
15 Financial instruments classification and risk management (continued)
Market risk
Interest rate risk
Change in
profit/(loss)
Change in
equity
Change in
profit/(loss)
Change in
equity
$$$$
Variable interest rates +1%17,560 17,560 10,668 10,668
Variable interest rates -1%(18,014) (18,014) (10,668) (10,668)
Foreign exchange risk
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises principally from trade receivables.
In respect of trade receivables, the Group is not exposed to any significant credit risk. There is no
history of customer default and management consider the credit quality of trade receivables to be good.
The Group trades with recognised, creditworthy third parties or requires payment in advance. The
profile of future customers is expected to be similar to that of past customers. On this basis, the Group
does not feel it necessary to have a written credit policy in place, however management continue to
monitor this risk.
Credit risk relating to bank balances is managed by banking with major financial institutions with high
quality external credit ratings.
The Group is not subject to material foreign exchange risk.
Market risk is the risk that changes in market prices – e.g. foreign exchange rates, interest rates and
equity prices – will affect the Group’s income or the value of its holdings of financial instruments. The
objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return.
The Group's exposure to the risk of changes in interest rates primarily affects borrowings. The Group
had floating interest rates throughout the year.
The following table illustrates the sensitivity of profit/ (loss) and equity to a reasonably possible change
in interest rates of +/- 1% (2021: +/- 1%). These changes are considered to be reasonably possible
based on observation of current market conditions. The calculations are based on a change in the
average market interest rate for each period, and the financial instruments held at each reporting date
that are sensitive to changes in interest rates. All other variables are held constant.
20222021
33
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
15 Financial instruments classification and risk management (continued)
Liquidity risk
6 Months 6-12 Months 1-5 Years
$$$
5,932,558 - -
1,508,533 - -
Restricted Cash- - 98,604
7,441,091 - 98,604
1,413,224 - -
365,692 - 18,057
1,778,916 - 18,057
6 Months 6-12 Months 1-5 Years
$$$
Trade and other payables1,512,709 - 64,143
239,499 246,749 1,344,881
7,071 - -
248,232 258,767 875,045
2,007,511 505,516 2,284,069
Trade and other payables781,509 - -
363,211 126,653 812,553
40,470 - -
39,704 - -
30,380 - -
1,255,274 126,653 812,553
Lease liabilities
Lease liabilities
Total financial liabilities exposed to liquidity risk
Although related party loans are repayable on demand, the shareholders do not intend to call upon
these loans within the next 12 months.
The Group manages liquidity risk by maintaining adequate cash reserves and banking facilities.
Forecast and actual cash flows are continuously monitored with the maturity profiles of the majority of
financial assets and liabilities matched.
Cash and cash equivalents
Trade and other receivables
Cash and cash equivalents
Trade and other receivables
Interest bearing loans and borrowings
Related party payables
Dividend payable
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset.
Year ended 31 March 2021
Interest bearing loans and borrowings
Related party payables
Liquidity profile of financial assets
Year ended 31 March 2022
Year ended 31 March 2021
Year ended 31 March 2022
Financial liabilities based on contractual cashflows due within
34
16
Key management personnel
Other related parties
Transactions involving related entities
Shareholder
Funds advanced, convertible notes issued,
balances payable, cash at bank, shares
issued
Technalise Limited and Prodoc Limited were both related parties during the previous financial year. This
year they are no longer related parties.
When the 10:1 share exchange happened on 19 November 2021, all shares held by Trade Window
Nominees Limited were transferred to the individuals. It is no longer a shareholder or related party.
Common ownership
Supplier of Services
Executive director, beneficial
shareholder
Employment agreement, ESOP
Independent Verification Common ownershipSupplier of Services
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Albertus Johannes Smith
F40 Developments Ltd
Kerry Friend
Executive director,
shareholder
Employment agreement, ESOP
Related party
The Group has related party relationships with its directors and other key management personnel as
listed below. Remuneration of key management personnel during the year amounted to $1,723,105
(2021: $1,570,267), of which $1,283,028 (2021: $1,068,188) was for short-term employee benefits and
$440,077 (2021: $502,079) was for share-based payment expense. There were directors fees of
$107,896 paid during the year (2021: Nil).
ASB Bank Limited is a shareholder of the Group. During the previous year, the Group issued
convertible notes amounting to $1,250,000 (see Note 20) to ASB Bank Limited. The Group has bank
balances with the ASB Bank (see Note 8.1) as well as some interest bearing loan facilities as stated in
Note 14.
The entities, the nature of the relationship and the types of transactions which the Group entered into
during the period are detailed below:
Related entity
ASB Bank Limited
Nature of relationshipTypes of transactions
35
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
16
31 March 2022
Purchases/
Salaries
Balances
payable
Interest
bearing
loans
Cash at
bank
Convertible
notes
$$$$$
- - 1,831,129 5,825,531 -
74,469 7,071 - - -
153,833 - - - -
1,723,105 - - - -
1,951,407 7,071 1,831,129 5,825,531 -
31 March 2021
Purchases/
Salaries
Balances
payable
Interest
bearing
loans
Cash at
bank
Convertible
notes
$$$$$
59,681 4,552 - - -
- - 1,066,837 1,314,649 1,250,000
- -
235,580
- -
145,475 11,914 - - -
250,000 24,004 - - -
1,570,267 - - - 158,964
2,025,423 40,470 1,302,417 1,314,649 1,408,964
Key management personnel
Related party entity:
Related party (continued)
ASB Bank Limited
The following transactions and outstanding balances between related parties occurred during the year:
Independent Verification
Services Limited
F40 Developments Limited
Key management personnel
Independent Verification
Services Limited
F40 Developments Limited
Technalise Limited
ASB Bank Limited
Prodoc Ltd
Related party entity:
36
17 Interest in subsidiaries
Set out below is a list of material subsidiaries of the Group:
Country of
incorporation
20222021
Trade Window LimitedNew Zealand New Zealand100%100%
Trade Window Pty LimitedAustraliaAustralia100%100%
Trade Window Pte LimitedSingaporeSingapore100%100%
TradeWindow Services Limited
New Zealand New Zealand
100%100%
Trade Window Origin LimitedNew Zealand New Zealand100%100%
Trade Window Nominees Limited New Zealand New Zealand100%100%
Trade Window CNCO Pte Limited SingaporeSingapore100%100%
Trade Window Nominees Limited was incorporated on 4 September 2020 with the sole purpose to hold
on trust shares issued to staff under share option programmes.
All subsidiaries have a 31 March balance date.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Trade Window Limited acquired the remaining 49% minority interest in Trade Window Origin Limited
(formerly known as IVS Origin Limited) on 31 March 2021.
Trade Window Holdings Limited acquired all of the shares of Trade Window Limited on 19 November
2021 as part of Trade Window's listing process. There was no other change operationally and TWHL
was effectively inserted above TWL and is, in substance, a continuation of the existing group.
Principal place
of business
37
18Business acquisitions
Speedi Software Limited (Speedi)
The details of the business combination are as follows:2022
$
Fair value of consideration transferred
Amount settled in shares (78,794 shares)725,000
Amount settled via cash725,000
Total fair value of consideration transferred1,450,000
Recognised identifiable net assets
Software1,200,000
Goodwill250,000
Total identifiable net assets1,450,000
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
As part of the recognised identifiable net assets, there is a portion of goodwill which has been
recognised. This is composed of intangible benefits such as sales and product synergies.
On 1 October 2021 the Group acquired the assets of Tauranga based border clearance
software company, Speedi Software Limited. The acquisition provided the Group with a cost
effective and lower risk way to acquire customers, capability and extend its ecosystem reach.
The Speedi acquisition contributed $0.3m to the consolidated revenue for the six months ended
31 March 2022. However, the business is not subject to significant seasonality. As such,
annualized revenue for the 12 months ended 31 March 2022 is expected to be approximately
$0.6m. The business did not have a requirement to prepare NZ IFRS financial statements prior
to acquisition.
The strategic rationale for acquiring the business is to integrate into Trade Window’s suite of
solutions and therefore a separate profit and loss is not maintained and impractical to
desegregate.
38
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
18Business acquisitions (continued)
Cyberfreight
The details of the business combination are as follows:2022
$
Fair value of consideration transferred
Amount settled in shares (188,810 shares)1,628,037
Amount settled via cash813,445
Total fair value of consideration transferred2,441,482
Recognised identifiable net assets
Software1,189,951
Plant and equipment47,921
Deferred income(20,460)
Goodwill1,224,070
Total identifiable net assets2,441,482
On 1 April 2021, the Group acquired the assets of Sydney based freight forwarding software
company, Hi-Tech Freight Solutions (Aust.) Pty Limited (“HTFSL”) for AU$2.25 million. The
Group also acquired at the same time the assets of Cyberfreight Solutions Pte. Limited
(“CSPL”), a Singaporean company related to HTFSL for SG$5,000 cash. HTFS and CSPL, were
together known as “Cyberfreight”, Cyberfreight has since been rebranded as "TradeWindow
Freight". The acquisition of Cyberfreight provided the Group with a cost-effective way to amass
a high-quality customer base, access to freight management capabilities, and secure market
share in Australia and further afield.
As part of the recognised identifiable net assets, there is a portion of goodwill which has been
recognised. This is composed of intangible benefits such as sales and product synergies.
Cyberfreight contributed $1.4 million to the consolidated revenue for the 12 months from 1 April
2021 to 31 March 2022. The business did not have a requirement to prepare NZ IFRS financial
statements prior to acquisition.
The strategic rationale for acquiring the business is to integrate into Trade Window’s suite of
solutions and therefore a separate profit and loss is not maintained and impractical to
desegregate.
Measurement of fair values - The valuation techniques used for measuring the fair value of
material assets acquired in all business acquisitions were as follows:
Property, plant and equipment - as the value of the tangible assets purchased are immaterial,
these have been recognised at the vendor's book value.
Software - where there is no comparable product which Trade Window could purchase off the
shelf to continue serving its customers, software has been measured based on the estimated
development cost to replicate the acquired software.
These valuations are key accounting estimates.
Equity instruments issued - The fair value of the ordinary shares issued was based on the
share price of the company at the date of listing.
39
19 Share capital
2022202120222021
Number of
shares
Number of
shares
$$
Shares
Balance 1 April5,780,472 5,634,833 6,147,047 5,153,545
1,630,239 - 15,000,000 (64,463)
267,604 48,206 2,353,037 416,500
79,721 97,433 716,347 641,465
845,124 - 6,818,964 -
77,428,440 - -
100,607 - 92,532 -
241,109 - 205,557 -
Balance at 31 March86,373,316 5,780,472 31,333,484 6,147,047
On 1 October 2021 Trade Window Limited issued 7,880 shares to Russell and Margaret Beswick
valued at $72,506, 31,517 shares to Andrew Hickton valued at $289,994 and 39,397 shares to RW and
MJ Beswick Trust valued at $362,500 as part of the acquisition of Speedi Software Limited to the total
value of $725,000.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Issue of ordinary shares
Shares issued in respect of business
acquisitions
Shares issued in respect of
employee share options exercised
2020 Convertible note exchange
Shares issued in respect of 10:1
share exchange on formation of
TWHL (see Note 1)
Staff listing day bonus shares
Shares issued in respect of
employee share options exercised
On 1 April 2021 Trade Window Limited issued 94,405 shares to Douglas Meuross valued at $814,019
and 94,405 shares to Sally Wallace valued at $814,019 as part of the Cyberfreight acquisition, to the
total value of $1,628,037.
On 31 March 2021, Trade Window Limited issued 24,103 shares to Masambri Holdings Limited valued
at $208,250 and 24,103 shares to Ngatoto Trust valued at $208,250 as part of acquisition of Trade
Window Origin Limited (formerly known as IVS Origin Limited) to the total value of $416,500.
At 31 March 2022, share capital comprised 86,373,316 shares. All issued shares rank equally, are fully
paid and have no par value.
The translation reserve comprises all foreign currency differences arising from the translation of the
financial statements of foreign operations.
40
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
19 Share capital (continued)
Share capital policy
Capital management
20 Convertible notes
20222021
$$
Convertible notes
Balance 1 April6,818,964 1,000,000
(Converted)/Issued to Independent Parties(4,410,000) 4,410,000
(Converted)/Issued to Related Parties(2,408,964)1,408,964
Balance at 31 March- 6,818,964
There were no convertible notes issued during the year (2021: $5,818,964). All convertible notes
previously issued were converted to share capital during the year.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary
shares are recognised as a deduction from equity, net of any tax effects.
For the purpose of the Group’s capital management, capital includes issued capital, convertible notes
and all other equity reserves attributable to the equity holders of the parent. The primary objective of
the Group’s capital management is to maximise the shareholder value. The Group manages its capital
structure and makes adjustments in light of changes in economic conditions and the requirements of
the financial covenants. There are no externally imposed capital requirements.
41
21 Share based payment arrangements
Number of options
Weighted average
exercise price
Year ended 31 March 2022
40,511 0.00864
Granted prior to listing98,801 0.00885
Vested prior to listing(79,721)0.00882
Revoked prior to listing(1,022)0.00864
527,121 0.00092
Cancelled after listing(27,170)0.00092
Vested after listing(241,209)0.00092
317,311 0.00100
Year ended 31 March 2021
Outstanding at the beginning of the period31,746 0.00315
Granted during period106,198 0.00864
Vested options at end of 31 March 2021(97,433)0.00864
40,511 0.00864
Grant Date
Contractual life of
options
Options granted to employees
1 May 2021 to 1 February 2022910,141 5 years
910,141
Expense recognised in profit or loss
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
The Group established a share option programme that entitled senior management to purchase shares
in the Company on 31 October 2019, which was revised on 25 March 2020 and 19 November 2021.
Under this programme, holders of vested options are entitled to purchase shares at the exercise price
specified at grant date. All options are to be settled by the physical delivery of shares. During the year
ended 31 March 2021, an additional share option scheme for employees was also introduced and all
options granted under this scheme vested and were exercised within that year.
The number and weighted average exercise prices of share options under the employee share option
programmes were as follows:
Outstanding at the beginning of the period
10:1 Conversion on share exchange
Outstanding at the end of the Period
Outstanding at the end of the period
Number of
instruments
Vesting conditions
Must be employed by the
company on vesting date
The total expense recognised in the statement of comprehensive income during the year was $725,065
(2021: $867,188).
42
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
21 Share based payment arrangements (continued)
Shares granted for services provided
Share-based payments policy
The share based payments reserve is used to record the value of share based payments provided to
employees including key management personnel, as part of their remuneration.
No options were approved to be issued under the existing scheme since prior to listing on 19
November 2021. A new scheme is planned to be introduced to replace it.
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is
generally recognised as an expense, with a corresponding increase in equity, over the vesting period of
the awards. The amount recognised as an expense is adjusted to reflect the number of awards for
which the related service and non-market performance conditions are expected to be met, such that the
amount ultimately recognised is based on the number of awards that meet the related service and non-
market performance conditions at the vesting date. For share-based payment awards with non-vesting
conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions
and there is no true-up for differences between expected and actual outcomes.
The Company has an ownership-based participation rights scheme for employees. In accordance with
the provisions of the scheme, as approved by the directors and shareholders, grantees have been
granted options to purchase ordinary shares at an exercise price based on the fair value of Trade
Window Limited's shares on the date of the grant as approved by the directors.
Once granted, options vest over a period of time which is stated in the options offer letter to the
grantee. The grantee may exercise an option that has vested at any time during the period
commencing on the date on which the option vested and ending on the expiry date.
Under the terms of the scheme unvested options lapse immediately on termination of service. For a
good leaver, as defined, vested options must be exercised within three months following termination of
services, and any options exercised and converted to shares may be retained. For a bad leaver, as
defined, vested options are cancelled on the leaving date.
43
22
23
24
25
Contingencies
There are no other subsequent events after 31 March 2022 that require disclosure.
An operating segment is reported in a manner consistent with the internal reporting provided to
the chief operating decision maker ("CODM") on a monthly basis. The CODM, who is
responsible for allocating resources and assessing performance of the operating segment(s) is
part of the senior leadership team and is involved in strategic decision making of the Group.
Management has determined there is one operating segment based on the reports reviewed
by the CODM.
The reason for looking at the business as one segment is because of the inter-related nature of
the services and their dependence on the Trade Window software which cannot be separated
between different products and services. The performance of the operating segment is
reviewed by the CODM and action plans are agreed with the management where necessary to
improve performance of the business.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Capital commitments
There are no other contingencies.
There are no capital commitments at year end (2021: Nil).
The Group has a contingent liability in 2022 of $1,035,902 relating to R&D tax losses cashed
out (2021: $475,902). If the Group becomes profitable in the future, there is a change in the
shareholders greater than 90%, or a liquidation event occurs, it would become payable.
The amounts reported with respect to segment total assets and liabilities are measured in a
manner consistent with the consolidated statement of financial position. Reportable segment
assets and liabilities are equal to total assets and liabilities hence no reconciliation is required.
The majority of the Group's operations are within New Zealand and there are no other material
geographic segments.
The reportable operating segment derives its revenues from the provision of software solutions
to its customers. There are no major customers that make up to 10% of revenues. The CODM
assesses the performance of the operating segment from revenue to net income. The total
revenue, direct costs, operating expenses, interest and foreign exchange gains and losses, tax
and net income are reviewed.
Segment reporting
Subsequent events
On 17 May 2022 Trade Window entered a conditional agreement to acquire the business and
assets of Rfider Limited, an Auckland-based software company. The transaction is conditional
on Trade Window sourcing additional funding by 30 July 2022, or otherwise waiving the
condition. At the date of signing these financial statements, Trade Window had not taken
control and as such it is not practical to fair value the transaction.
44
26 Earnings per share
20222021
Profit (loss) attributable to ordinary shareholders(10,823,622)(6,597,407)
Weighted average number of shares
Basic (ordinary shares)86,373,316 5,780,472
Effect of conversion of convertible notes- 6,818,964
Diluted (ordinary shares plus convertible notes)86,373,316 12,599,436
Basic EPS($)(0.13)(1.14)
Diluted EPS ($)(0.13)(0.52)
27Cash flow reconcilliation20222021
$$
Net profit (loss) after tax(10,823,758)(6,598,254)
Classification Differences
- Net finance expense169,673141,037
- Loss on disposal28,29668,493
- Make good provision(64,143)-
Statement of financial position movements
- Trade and other receivables (excluding related party)(1,387,913)(252,317)
- Contract assets(25,880)(51,929)
- Trade and other payables795,343 355,724
- Contract liabilities413,774 (175,386)
- Income tax payable(7,905)(534)
- Other movements(77,749)445
Other non-cash items
- Depreciation, amortisation and impairment1,666,826 1,069,502
- Employee share scheme817,623 867,188
Net cash from operating activities(8,495,813)(4,576,031)
The earnings per share for the year ended 31 March was as follows:
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
Basic earnings/(deficit) per share is calculated by dividing the net profit/(loss) for the year attributable
to the parent by the weighted average number of ordinary shares outstanding during the year. The
weighted average number of ordinary shares outstanding during the year is the number of ordinary
shares outstanding at the beginning of the year adjusted by the number of ordinary shares bought
back or issued during the year multiplied by a time-weighting factor. Diluted earnings per share
additionally considers the weighted average number of ordinary shares that would be issued on
conversion of all the dilutive potential ordinary shares into ordinary shares.
The reconciliation of the weighted average number of shares for the purpose of diluted earnings per
share to the weighted average number of ordinary shares used in the calculation of basic earnings
per share is below.
45
28Reconciliation of liabilities arising from financing activities
Lease
liabilities
Long-term Short-termTotal
$$$$
1 April 202139,704 1,220,147 489,864 1,749,715
Cashflows:
- Repayment(380,563) - (616,288) (996,851)
- Proceeds- 1,145,000 - 1,145,000
- Interest(53,180) - (89,660) (142,840)
Non-cash:
- Reclassification- (612,672) 612,672 -
- Additions to right-of-use asset in exchange
for increased lease liabilities
- Interest53,180 11,998 89,660
154,838
Balance at 31 March 20221,382,044 1,764,473 486,248 3,632,765
Year ended 31 March 2021
Opening balance731,649 1,067,085 851,946 2,650,680
Cashflows:
- Repayment(289,494) - (616,614) (906,108)
- Proceeds- 400,000 - 400,000
- Interest(7,944) - (126,685) (134,629)
Non-cash:
- Reclassification- (254,532) 254,532 -
- Remeasurement(402,451) - - (402,451)
- Interest7,944 7,594 126,685 142,223
Balance at 31 March 202139,704 1,220,147 489,864 1,749,715
1,722,903 - - 1,722,903
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2022
The changes in liabilities arising from financing activities can be classified as follows:
46
Interest register
Albertus J Smith
Trade Window Origin LimitedDirector
TradeWindow Services LimitedDirector
Trade Window LimitedDirector
Trade Window Holdings LimitedDirector/Shareholder
Trade Window Pty LimitedDirector
Trade Window Pte LimitedDirector
Trade Window CNCO Pte LimitedDirector
Luxmarket LimitedN/A
Kerry M Friend
Tomadachi No.2 TrustTrustee and Shareholder in TWHL
Trade Window Nominees LimitedDirector
Trade Window LimitedDirector
TradeWindow Services LimitedDirector
Trade Window Holdings LimitedDirector/Shareholder
Nigel C Annett (ceased 19 November 2021)
Foundation Group NZ LimitedDirector
Coffee Distribution NZ LimitedDirector
World Coffee LimitedDirector
ASB Bank LimitedEGM - Corporate Banking
Alasdair J MacLeod
Silverstripe LimitedChair
Napier Port Holdings Limited and subsidiary Napier Port LimitedChair
Hold Fast Investments LimitedChair
Silverstripe Trustees LimitedDirector
Big Brothers Big Sisters Hawke's Bay Trustee
IHC- Board Appointments Committee Independent Director
Diana M Puketapu
Napier Port Holdings Limited and subsidiary Napier Port LimitedDirector
Ngati Porou Holding Company Limited (and subsidiaries) Director
Tamaki Regeneration Company Limited (and subsidiaries) Director
Manawanui Support LimitedDirector
DNA Designed LimitedDirector
New Zealand Olympic Committee Director
New Zealand Cricket Director
Trade Window Holdings Limited
General disclosures
For the year ended 31 March 2022
In accordance with Section 140(2) of the Companies Act, the directors named below have made a
general disclosure of interest by a general notice disclosed to the Board and entered in the Company's
interests register. General notices given by directors which remain current as at 31 March 2022 are as
follows:
47
Trade Window Holdings Limited
General disclosures
For the year ended 31 March 2022
Interest register (continued)
Phillip J Norman
Straker Translations Limited (ASX listed) Director/Shareholder/Options Holder
Plexure Group Limited (NZX & ASX listed) Director/Shareholder
Just Life Group Limited (NZX listed) Director
Trade Window Holdings Limited (NZX listed) Director
Trade Window Limited Director
Plexure Limited Director
VMob IP Limited Director
VMob Singapore Pte Limited Director
Xero Limited (ASX listed) Shareholder
Loyalty New Zealand Limited Director
UBNZ World Markets (NZ) Limited Shareholder
iSport Federation Holdings Limited Shareholder
Nortek Management Services Limited Director/Shareholder
TruScreen Limited (NZX listed) Shareholder
MyWave Holdings Limited Shareholder
Touchpoint Group Limited Director/Shareholder/Options Holder
Bright Spark Innovations GP Limited Director/Shareholder/Options Holder
Atrax Group New Zealand Limited Advisory Board Member
Liquidity Pty Limited Advisory Board Member
Francis (Peter) J Webb
Ngatoto Trust Limited Trustee
Masambri Holdings Limited Director
IVS Group Holdings Limited Director
Independent Verification Services Limited Director/CEO
IVS Training Limited Director/CEO
IVS Labs Limited Director/CEO
Project 42 Limited Director
Ontracknz 2020 Limited Director
Tradewindow Origin Limited Director
Tradewindow Limited Shareholder
Willomane Limited Director
48
Trade Window Holdings Limited
General disclosures
For the year ended 31 March 2022
Interest register (continued)
Justin T Reynolds (Nominee)
Trade Window Pty LimitedDirector
Kelvin M Feng (Nominee)
Trade Window Pte LimitedDirector
Directors remuneration
Director and
consulting fees Salary
ESOP
$$$
Albertus J Smith- 296,958 94,918
Kerry M Friend- 184,541 94,918
Alasdair J MacLeod60,147 - -
Diana M Puketapu36,749 - -
Phillip J Norman36,833 - -
No directors fees were paid to directors of subsidiary entities.
Employee remuneration
100,001 - 110,000
110,001 - 120,000
120,001 - 130,000
130,001 - 140,000
140,001 - 150,000
190,001 - 200,000
200,001 - 210,000
210,001 - 220,000
250,001 - 260,000
260,001 - 270,000
270,001 - 280,000
300,001 - 310,000
390,001 - 400,000
420,001 - 430,000
Donations
During the year ended 31 March 2022, the Group made donations of $Nil (2021: $300).
36,749
36,833
The persons who held office as directors of Trade Window Holdings Limited at any time during the year
ended 31 March 2022 and their remuneration, are as follows:
Trade Window Holdings and our subsidiaries have employees in New Zealand, Australia and
Singapore. Our pay levels reflect the different market rates in each country and region. The overseas
remuneration amounts are converted into New Zealand dollars. Noted in the table below are employees
who received remuneration and other benefits that exceed NZ $100,000:
As required by Section 211 of the Companies Act 1993 we disclose the following information:
Total
$
391,876
279,459
60,147
Remuneration including share-based
remuneration ($)
3
1
1
7
Number of employees
(Total: 32)
1
1
1
1
1
4
6
2
2
1
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© 2022 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private
English company limited by guarantee. All rights reserved.
Independent Auditor’s Report
To the shareholders of Trade Window Holdings Limited
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the consolidated financial
statements of Trade Window Holdings Limited
(the ’company’) and its subsidiaries (the 'group') on
pages 3 to 46:
i. present fairly in all material respects the Group’s
financial position as at 31 March 2022 and its
financial performance and cash flows for the
year ended on that date in accordance with New
Zealand Equivalents to International Financial
Reporting Standards and International Financial
Reporting Standards.
We have audited the accompanying consolidated
financial statements which comprise:
— the consolidated statement of financial position
as at 31 March 2022;
— the consolidated statements of comprehensive
income, changes in equity and cash flows for
the year then ended; and
— notes, including a summary of significant
accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Other than in our capacity as auditor we have no relationship with, or interests in, the group.
Material uncertainty related to going concern
We draw attention to Note 2 in the consolidated financial statements, which indicates for the year ended 31
March 2022 the Group reported a loss of $10.8 million, had negative operating cashflows of $8.5 million and is
projected to continue to incur expenditure in excess of revenue for a period of at least 12 months from the date
of issuing these financial statements. Should the Group not achieve its financial forecasts and raise sufficient
debt and/or equity financing to fund projected cashflow deficits and continue to have support of its bankers and
shareholders, the Group may not be able to continue as a going concern and realise the value in its assets and
discharge its liabilities in the normal course of business. As stated in Note 2, these events or conditions 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.
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements in the current period. Except for the matter described in the material
uncertainty related to going concern, we summarise below those matters and our key audit procedures to
address those matters in order that the shareholders as a body may better understand the process by which we
arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the purpose of our
statutory audit opinion on the consolidated financial statements as a whole and we do not express discrete
opinions on separate elements of the consolidated financial statements
The key audit matter How the matter was addressed in our audit
Revenue recognition
Refer to Note 3.1 of the Consolidated
Financial Statements.
The Group has several revenue streams
and the revenue recognition policy for
each stream is different.
We focused on this area because the
recognition of revenue in accordance with
NZ IFRS 15 involves judgement and the
outcome has a significant impact on profit
or loss and the financial position of the
Group.
Our audit procedures included, among others:
— Assessing whether the Group’s revenue recognition
policy is in compliance with NZ IFRS 15;
— Reviewing any changes or new contractual terms and
conditions entered into with new customers or new
revenue streams during the period to identify any
potential impact on performance obligations required to
satisfy the contract;
— Selecting a sample of contracts during the year for each
revenue stream and agreeing the sample to the contract
terms and assessing these contractual terms against the
requirements of NZ IFRS 15;
— Checking a sample of customer invoices immediately
prior to and after year end to ensure revenue is
recognised in the correct period; and
— Performing high risk journal entry testing with the testing
criteria specifically targeting revenue and debtor
transactions.
We did not identify any matters that indicated that revenue is
materially misstated.
Business acquisitions
Refer to Note 18 of the Consolidated
Financial Statements.
On 1 April 2021, the Group acquired
100% of Hi-Tech Freight Solutions (Aust.)
Pty Limited and Cyberfreight Solutions
Pte. Limited for $2.4 million.
On 1 October 2021, the Group acquired
the business and assets of SpeEDI
Software Limited for a consideration of
$1.45 million.
Our audit procedures included, among others:
— Assessing whether the business acquisition has been
appropriately accounted for in accordance with applicable
financial reporting standards and reflects terms and
conditions of the sale and purchase agreement;
— Involving our own valuation specialists to support us in
challenging the valuations produced by the Group and the
methodologies used to identify the assets and liabilities
acquired, in particular the methodologies adopted and key
assumptions used to determine fair value of the software
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The key audit matter How the matter was addressed in our audit
The accounting for these transactions is
complex due to the significant
judgements and estimates that are
required to determine the values of the
consideration transferred and the
identification and measurement of the fair
value of the assets acquired and liabilities
assumed.
Due to the size and complexity of the
acquisition, we considered this to be a
key audit matter
intangible assets, which included challenging management’s
assumption on the estimated cost to develop the software
and comparing the opportunity cost with historical
performance.
— Evaluating the adequacy of the financial statement
disclosures, including disclosure of key assumptions,
judgements and sensitivities.
We did not identify any factors that were materially inconsistent
with management’s overall conclusions.
Other information
The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual
Report. Our opinion on the consolidated financial statements does not cover any other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears 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.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters we are required to state to them in the
independent 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 as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of the Directors for the consolidated financial
statements
The Directors, on behalf of the company, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial
Reporting Standards) and International Financial Reporting Standards;
— implementing necessary internal control to enable the preparation of a consolidated set of financial
statements that is fairly presented and free from material misstatement, whether due to fraud or error ; and
— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless they either intend to liquidate or to
cease operations or have no realistic alternative but to do so.
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Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objective is:
— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error ; and
— to issue an independent 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. They are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of these consolidated financial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor's report is Aaron Woolsey
For and on behalf of
KPMG
Auckland
30 May 2022
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Trade Window Holdings Limited
Level 4, Partners Life Building, 33 – 45 Hurstmere Road, Takapuna, Auckland 0622
info@tradewindow.io
www.tradewindow.io
Results announcement
30 May 2022
Results for announcement to the market
Name of issuer Trade Window Holdings Limited (“TWL”)
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
$4,877 Up 108%
Total Revenue $4,877 Up 108%
Net profit/(loss) from
continuing operations
($10,824) Increase of 64%
Total net profit/(loss) ($10,824) Increase of 64%
Interim/Final Dividend
Amount per Quoted Equity
Security
Trade Window is currently investing for future grow and during
this phase does not propose to pay dividends.
Not applicable Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.05 -$0.01
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Authority for this announcement
Name of person
authorised
to make this announcement
Deidre Campbell
Contact person for this
announcement
Deidre Campbell, CFO
Contact phone number 021 272 4008
Contact email address deidre@tradewindow.io
Date of release through MAP
30 May 2022
Audited financial statements accompany this announcement.
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.