TradeWindow – 2022 Annual Report

Annual Report
2022
Annual Report
For the year ended 31 March 2022

8
Alasdair MacLeod ChairAJ Smith Chief Executive Officer
About this report
Welcome to our 2022 Annual Report, which documents the financial and operating
performance of Trade Window Holdings Limited (TradeWindow) for the year to
31 March 2022.
In this report we have focused on what we believe matters most to our stakeholders and
business. We have endeavoured to provide a clear view of our company, and to show
how we are delivering against our strategic priorities of increasing market penetration
and customer usage (Land and Grow); expanding our product offering (Unify); building
capability (People); and accelerating our growth through targeted acquisitions (Acquire).
We have endeavoured to ensure all information in this report is accurate, including by
internal verification and independent audit. The information has been compiled in line with
NZX Listing Rules and recommendations for investor reporting. The financial statements
on pages 59 – 119 have been prepared in accordance with appropriate accounting
standards and have been independently audited by KPMG.
Contents
01 About Trade Window
02 FY22 Highlights & performance summary
03 Our strategy
Our opportunity
Strategic summary
Our leadership team
Environmental, Social and Goverance
Corporate Governance Report
04 Consolidated financial statements
2
6
15
16
18
24
28
32
54
1

Built to super-connect global trade
What we do
Founded in December 2018, Trade Window 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.
Trade Window’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.
Visit www.tradewindow.io for more information.
We're building a global trade platform
About
Trade Window
01
DATA SUPPLY
Software to capture,
format and aggregate data
to meet trade compliance
requirements
DATA DEMAND
Permissioned access to
trusted data needed by
supply chain partners to
deliver their service
TRUST
SECURITY
Ports
Border Agencies
Ocean Carriers
Banks
Insurance Companies
Wholesale Customers
& Consumers
Exporters
Importers
Freight Forwarders
Customs Brokers
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V
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F
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S
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V
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E
S
End-to-end
connectivity across
global supply chains
Our visionOur missionOur strategy
To make global
supply chains
more productive,
connected and
visible
Trusted digital
trade facilitation
delivered through a
global trade network
that connects our
customers with
their supply chain
ecosystem.
32
At the heart of it, we are a data company. Our customers supply data from their systems
of record. Supply chain partners demand this data, since this is the information they
require to fulfil their services.
We are connecting with the systems used by the ports, banks, insurance companies and
government. In essence, this creates a network of networks, with all parties working from
the same data - a single source of truth.

Medium-term focus on New Zealand, Australia and Asia
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
Where we have customers
Remote staff
Offices
We're building for
global growth
1. Full Time Equivalent as at 30 April 2022
45

FY22 Highlights
& performance
summary
02
Key performance
indicators
$4.9
Total income
Up 108% (Trading Revenue
$3.9m up 136%)
454
Customers
Up 331 on FY21 (organic
20, acquired 311)
$712
Average Revenue
Per Customer
Down 30% (Organic
ARPC up 16%)
50%
Gross Margin
Up 14 ppt
94%
Customer
retention rate
Down 4 ppt
51%
% of expensesR&D and
Commercialisation
No change
Our FY22 performance demonstrates strong progress in building
a connected global trade platform for exporters, importers,
freightforwarders and customs brokers. Our results reflect strong
organic growth, accelerated by targeted acquisitions.
TOTAL INCOME
$4.9m
up 108%
Financial summary
TRADING REVENUE
$3.9m
up 136%
TOTAL OPERATING EXPENSES
$14.4m
up 76%
CASH AND CASH EQUIVALENTS
$5.9m
(up 320%)
NET PROFIT (LOSS) AFTER TAX
$(10.8m)
up 64%
E B I DTA
1
$(9.5m)
up 63%
1. Earnings before interest, tax, depreciation & amortisation
76

Business highlights
Trade Window's Cube solution enables organisations
involved in global trade to securely share mission-critical
data and collaborate with partners across the supply chain
ecosystem. Trusted collaboration is made possible using
enterprise-grade security underpinned by blockchain
technology. Permissioned parties can view and edit, with
actions recorded on an immutable audit trail. Cube is
designed to connect all parties through integration into
incumbent systems used in each part of the supply chain.
Key features of Cube include:
• Origin — online fast turnaround electronic Certificate of
Origin service.
• Vault — scalable cloud-based data vault approved by
The New Zealand Customs Service and New Zealand
Inland Revenue.
• Bookings & scheduling — seamless access to INTTRA
and CargoSmart, the booking systems used by the
world's largest shipping lines.
• 20 new customers in A/NZ
• 16 mid-market and enterprise
customers now on Cube
• Cube launched
• 348 product enhancements
• Multiple key ecosystem
integrations
1
• Listed on the NZX
• Established governance framework
• Increased expertise
• Freight (formerly Cyberfreight)
• SpeEDI Solutions
• FreightLegend
• Rfider (FY23)
Customers Product
AcquisitionsOrganisation
1. Including Vero insurance, INTTRA Bookings, INTTRA Schedules, CargoSmart – Schedules, Trade-Van.
98

Customer base by sector
69.0%
13.0%
10.0%
7. 0 %
0.0%
01.0%
450+ organisations
use our technology
We have built a diversified client base of exporters, importers, freight
forwarders and customs brokers.
As shown in the client snapshot below, we serve leading Australasian
export brands operating across key sectors including dairy, meat, seafood,
horticulture, forestry and FMCG. Many of these enterprise clients have
adopted our flagship solution Cube during the year.
Our customers are spread across a range of sectors and, with no customer
contributing more than 3% of our trading revenue (see graphs opposite).
Top 10 Customers % of trading revenue
12345678910
0.0%
1.0%
1.5%
2.0%
2.5%
3.0%
0.5%
Note: Logos don’t correspond to top 10 customers.
Agriculture, Forestry & Fishing
Manufacturing
Electricity, Gas, Water & Waste Services
Wholesale Trade
Retail Trade
Transport, Postal & Warehousing
1011

Dear shareholders
2022 was a full and exciting year for TradeWindow.
We experienced strong growth in New Zealand
and Australia, continued our evolution to a global
trade platform and listed on the New Zealand Stock
Exchange (NZX).
Global trade is undergoing profound change as it
transitions from manual, paper-based processes
to digital. TradeWindow is ahead of this shift. We
are providing the technology to help those involved
in trade - exporters, importers, customs brokers,
freight forwarders - be more efficient, connected
and transparent.
Our focus is to continue to grow in our key markets
of Australia and New Zealand, while continuing to lay
the groundwork for Asia and beyond. Growth will be
underpinned by the development of a global trade
platform, which will evolve from our current suite
of solutions.
Our strategy and priorities
Our strategy, in place at the time of listing in
November, remains unchanged as follows:
• Increasing our market penetration
• Achieving greater usage from existing
customers
• Expanding our product offering
• Attracting, retaining and building the capability
of our people
• Making strategic and targeted acquisitions.
We refer to these key elements of our strategy
in shorthand as Land, Grow, Unify, People
and Acquisitions.
We’re making strong progress on executing our
strategy since our listing on the NZX in November
2021 and have strong business momentum. We are
pleased with the recurring revenue we are attracting,
with 94% of our customers retained over the year.
Trading revenue from subscriber customers is now
at 92% of our total trading revenue.
In New Zealand, organic growth has primarily been
driven by exporters using our trade documentation
solution, Prodoc. In Australia, we have seen
growth in take-up of both our Prodoc and Freight
solutions. Additionally, we are pleased to report that
our flagship connectivity product Cube, released
commercially in January 2022, has already been
adopted by exporters from a range of sectors.
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.
We have a talented, committed team who are
focused on delivering growth in New Zealand,
Australia and Asia, as part of our global ambitions.
We have recently appointed senior leadership in
Australia to drive market penetration.
Our listing was a milestone for the company and
we have in place strong organisational capability
and governance, including three independent
directors as well as additional human resources
and finance capability.
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.
Financial performance
During the 12 months to 31 March 2022, total
income was $4.9 million, up 108% while trading
revenue was $3.9 million, up 136%. Strong revenue
growth reflected additional revenue from new and
existing customers as well as acquisitions. Total
income includes government R&D grants.
When acquisitions completed during FY22 were
excluded, total income was up 35% and trading
revenue was up 32%.
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 further digitise their operations
and expand the number of TradeWindow solutions
they use.
Total operational expenses were $14.4 million,
up 76%. This largely reflects 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.
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.
We are pleased with our improvement in gross
margin, up from 36% to 50%, representing our focus
on efficiency and scale.
Capital management
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 months ended 31 March
2022 averaged $1.0 million 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 Cube. This trade
platform will provide global trade participants with
end-to-end digital trading capability and is central to
TradeWindow’s growth ambitions.
As noted in our Financial Statements, to have
sufficient liquidity in 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.
Environmental, Social & Governance
As an early-stage company, our aim is to embed
sustainability into our thinking and decision-making,
as we build the business. In addition to delivering
solutions which drive greater productivity, digital
connectivity and transparency, we are committed
to demonstrating responsible citizenship through
our environmental, social and governance
(ESG) performance.
This includes maintaining a low environmental
impact, having an open, inclusive and supportive
workplace, making a positive contribution to
our communities, and holding ourselves to high
standards of ethical behaviour, governance
and compliance.
Further information about our ESG performance
and standard is provided on pages 28 to 53.
Chair and
CEO report
1213

Our strategy
03
• Operational efficiency
• Environment, sustainability
and governance
• Supply chain visibility
• Digitisation and automation
• Free trade and regulatory
compliance
• Data harmonisation
MARKET ENABLING TRENDSCUSTOMER DEMAND TRENDS
Outlook
TradeWindow is confident in the global trends
driving digital transformation in trade and is
well positioned to take advantage of this shift
with our 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.
Thank you
We thank our people for all of their dedication
and hard work in the past 12 months. We
also sincerely thank our customers and our
shareholders for your continued support.
• Supply chain disruption
• Inflation
• Global skills shortage
MACROECONOMIC TRENDS
Digital trade is centre stage
Market trends have delivered a window of opportunity
The time for digital trade facilitation is right now. The confluence
of market forces, enabling technology and customer demand have
created the perfect environment for transformational change.
Macroeconomic trends including continued supply chain disruptions,
inflation, and the global skills shortage are forcing businesses to be
more efficient and innovative.
Digital Trade
Facilitation
Governance
The Board’s focus in the next 12 months will
continue to be to support management and the
company in monetising existing products and
developing and commercialising a global
trade platform.
To achieve this, we have a strong board in place
with a range of expertise and experience. During
the year I was pleased to join the board as
independent chair, with a governance background
in both software companies and the port sector.
In addition, two independent directors (Phil
Norman and Diana Puketapu) joined the Board -
ahead of our listing on the NZX.
Diana has a strong background in finance and
governance with diverse directorships including
NZX-listed Napier Port Holdings Limited, Ngati
Porou Holdings and New Zealand Cricket. She
also sits on the board of the New Zealand Olympic
Committee. Phil is a professional director and
business advisor for growth companies. He was
founding chairman of Xero Limited for five years
and he chairs a diverse group of NZX and ASX
listed organisations.
The Board has established two committees: the
Audit & Risk Committee, chaired by Diana, and
the Remuneration & Nominations Committee,
chaired by Phil.
- Alasdair MacLeod
Alasdair Macleod
Chair
AJ Smith
Chief Executive Officer
1415

Our
opportunity
1 Values are calculated from the A/NZ and Asia share of TEU volumes published by the United Nations Statistics Division applied as a percentage of
compliance costs estimated in https://www.marketsandmarkets.com/Market-Reports/food-traceability-market-103288069.html
2 Cross-sales of Cube to existing New Zealand customers have achieved an increase in ARPC of over 100%.
3 Calculated from the TEU volumes published by United Nations Statistics Division, and trade compliance and processing costs published by the World Bank.
Implementation of operational systems for superior efficiency
Productivity
As a provider of electronic services and facilitator of data, TradeWindow operates in the digital trade segment
of the TradeTech market. The values below represent the estimated trade compliance, processing and
coordination costs displaced, as well as new opportunities presented by digital trade solutions.
VISIBILITY
Estimated spend on traceability
in A/NZ and Asia
CONNECTIVITY
Estimated value-added services
based on NZ cross-sales experience
PRODUCTIVITY
Estimated trade compliance costs in
A/NZ and Asia
$17b
$272b
$272b
N Z : $117m
AU: $281m
Asia: $16.7b
NZ: $2b
AU: $10b
Asia: $260b
NZ: $2b
AU: $10b
Asia: $260b
Safe collaboration & sharing though a fully integrated system
Connectivity
Differentiated quality assurance & provenance
Visibility
Productivity, connectivity and visibility are the foundational elements of our
global trade platform. Our solutions for productivity drive efficiency for our customers.
Connectivity allows customers to securely share data and collaborate with supply chain
partners. Cube, underpinned by blockchain technology, is the center piece of our global
trade platform.
And Visibility – which enables the provenance of primary goods to be shown through
traceability back towards the points of production and cultivation.
TradeTech is an emerging market with initial solutions displacing
manual paper-based processes, emails and spreadsheets
1716

Strategic
summary
Trusted digital trade facilitation delivered through a global trade network that
connects our customers with their supply chain ecosystem
Our strategy remains unchanged since the time of the listing in November,
and in fact since inception. Our strategy as set out at time of listing are:
• Increasing our market penetration
• Achieving greater usage from existing customers
• Expanding our product offering
• Attracting, retaining and building the capability of our people
• Making strategic and targeted acquisitions.
You can see these mapped opposite in Land, Grow, Unify, People and Acquisitions.
Our strategic priorities
Market penetration
Build on the
foundations of our
acquired customer
base across A/NZ,
and expand into Asia
LandGrowUnifyPeople
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
Accelerate growth
Continue to look for ways to accelerate our strategic priorities and growth through targeted acquisition
Acquire
1918

We're converging proprietary and acquired solutions into a single global
trade network
Our products’ evolution towards a single, global trade platform has three phases.
At the moment we are in transition from the first phase – an interoperable suite of
solutions - to phase two - a common trade platform.
Investments are being made to move across these three phases, and as we do that,
both our customers and TradeWindow will benefit. With concurrent investment in
building our commercialisation capability, we are monetising these solutions, and
starting to achieve a return on these investments - before we reach phase 3.
Our product
strategy
Suite of solutions
Acquire and build key
solutions needed to
deliver end-to-end
digital trade
Common trade
platform
Converge solutions
through secure
cloud hosting, API
connectivity and using
common data services
Global platform
Network of networks
that connect all parties
across the supply chain
ecosystem
We are herePhase 2Phase 3
Global trade network
Connectivity
ProductivityVisibility
Connectivity
ProductivityVisibility
Our vision is for a modular platform that consolidates and integrates data, back-end
processes, and automates workflow
At the heart of the proposition for our global trade platform is scale - our ability to increase
the volumes we service without proportionally increasing the cost.
The platform will provide significant benefits for customers through integrated data
and back-end processes and automated workflow. This will come through simplified
technology management, rapid integrations to third parties, single data entry and
consistent user experience. Most importantly it will enable customers to change how they
work for greater cost efficiency and impact – not merely speed up what they are doing.
Common services and
architecture patterns
Configuration over customisation
Cloud-hosted
Automated software deployment
Simplify and standardise the
technology stack
Rapid integration
Low-touch rapid deployment
Single data entry
Consistent UI/UX
A digital connected
global trade platform
2021

Delivering
on our
strategy
Commercial release of trade contracts,
bookings and schedules and origin modules
within Cube
Assimilated acquired solutions and software
into TradeWindow’s product portfolio
Converge proprietary and acquired capabilities
and new solutions into a single platform
Convert legacy solutions to cloud native
Deliver data-driven solutions
Unify
Key achievements in FY22Focus for FY23 and beyond
Established product, onboarding and
support functions within TradeWindow
Increased Australia sales and support
capability including a new Country Manager,
Australia
Organisation restructure prioritising for
speed of delivery and revenue growth
Offshore non-strategic roles to access talent and
build resilience
Establish a leadership training programme
Attracting and retaining subject matter experts to
support R&D and commercialisation activities
Recruit further team members across both
commercial and R&D roles
People
Acquired Cyberfreight (Freight), expanding
TradeWindow’s Australian footprint
Acquired SpeEDI Solutions (ExpressFreight ),
strengthening TradeWindow’s capabilities in
border clearance
Acquired FreightLegend, to enhance freight
capabilities with streamlined quote management
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
Acquire
20 new customers.
Further consolidated market leadership
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 to
expands the potential market
Establish indirect sales channels in A/NZ and
Asia
Land
Commenced cross-selling Cube to
existing Prodoc customers. Successfully
migrated 16 mid-market and enterprise
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
Continue to offer customers TradeWindow
solutions to further their digital transformation
Grow
1. SpeEDI solutions will be rebranded to ExpressFreight during FY23.
2. Subject to completion.
Global trade platform. Converge
proprietary and acquired software
solutions into a highly scalable
global trade platform.
Strategy description
Build capability. Create and
maintain an environment focused
on performance, innovation and
accountability.
Accelerate growth. Continue to
look for ways to accelerate our
strategic priorities and growth
through targeted acquisitions.
Market penetration. Build on
the foundations of our acquired
customer base across A/NZ, and
expand into Asia.
Add customer value. Build trusted
relationships with our existing
customers, with market leading
brands taking up Cube.
Strategy
2223

Directors and senior
leadership team
Alasdair joined the Trade Window board in October 2021 and
was appointed Chair at that time.

Alasdair has a broad range of experience in governance
across software, technology, and not for profit sectors.
Alasdair is currently Chair of Napier Port Holdings Limited
and SilverStripe Limited, and serves as independent member
of the Board Appointments Committee for IHC New Zealand.
Alasdair was Chair of the Hawke’s Bay chapter of ExportNZ (a
division of BusinessNZ) for seven years, and is a Trustee and
mentor with Big Brothers Big Sisters Hawkes Bay.
Alasdair started his career as a civil engineer, and then
transitioned into management where he gained a broad range
of experience across the energy, infrastructure, technology
and primary sectors. As a Partner in Deloitte for 12 years,
Alasdair led the teams that developed New Zealand’s
Aquaculture Strategy, Horticulture Strategy, and Red Meat
Sector Strategy.

Alasdair has a Higher National Diploma in Civil Engineering
from the Glasgow Caledonia University, later completing a
Master of Business Administration from Massey University.
He is a Chartered Member of the Institute of Directors.
Alasdair MacLeod
Independent Chair
AJ Smith is a founding shareholder of Trade Window and has
been the CEO from the company’s inception in 2018. AJ has
a track record of innovation and investment with successful
rapid-growth companies including MediFin, GreenFin and
Bonds Africa (South Africa) and Commonwealth Finance Group
(Switzerland). With a strong belief in building high-performance
teams, AJ is an active executive member of the Young
Presidents Organisation and graduated from the University
of Freestate (South Africa) with a Bachelor of Commerce
majoring in Business Management, Marketing, and Law.

As Executive Director and CEO, AJ is focused on formulating
and executing Trade Window's strategic growth objectives.
AJ Smith
Executive Director and Chief Executive Officer
Board of directors
Kerry Friend is a founding shareholder of Trade Window and
has been a director since inception in 2018.

Kerry has three decades of financial management experience.
He started his career with EY Wellington before following a
career across Asia primarily in the media and entertainment
sector. Kerry has previously held senior finance positions with
Take-Two Interactive Software (Singapore), Jupiter TV (Japan),
Bloomberg (Japan) and News Corporation (Japan).

Kerry holds a Bachelor of Management Studies from the
University of Waikato, is a Chartered Accountant, a Chartered
Member of the NZ Institute of Directors, and a member of the
Australian Institute of Company Directors.
Kerry Friend
Executive Director
Diana joined the Trade Window board in October 2021.

Diana has a strong governance background, with her current
portfolio including directorships on Napier Port Holdings
Limited, Ngati Porou Holdings and New Zealand Cricket.
In 2015 she was elected to the board of the New Zealand
Olympic Committee. She sits as either the Chair or a
member of all of these entities’ Audit Committees.
Diana’s career began with PWC in Auckland and then
Singapore. She was then Chief Financial Officer for ten
years, both in the commercial sector and in the sporting
environment. This included CFO roles for two America’s Cup
sailing campaigns, establishing businesses in Spain, the UK
and the US.

Diana is a Fellow Chartered Accountant and a Chartered
Member of the Institute of Directors. Her iwi affiliation is
Ngati Porou.
Diana Puketapu
Independent Director
Phil joined the Trade Window board in October 2021.

Phil brings extensive governance experience in the technology
sector, he was the founding Chairman of Xero, one of
New Zealand's most successful publicly listed technology
companies, and is currently Chairman of NZX/ASX listed
Plexure Group Limited, Chairman of ASX listed Straker
Translations Limited and Chair of NZX listed Just Life Group
Limited. Phil is also the Independent Chairman of Loyalty New
Zealand Limited (Fly Buys).

Phil holds an MBA degree from Auckland University and he is a
Chartered Member of the Institute of Directors.
Phil Norman
Independent Director
2425

Senior leadership team
Trade Window's senior leadership team brings a depth and breadth of
experience across multiple industries including software, technology,
finance, FMCG and services. The team have backgrounds that encompass
early-stage start-ups through to corporate organisations both in New
Zealand and overseas. The team have a proven track record of working
effectively to lead the business strategy and culture. Trade Window's senior
leadership team are committed to the long-term success of the business,
each of the senior leaders listed below are shareholders in Trade Window .
Gavin de Steur
Chief Operating Officer
Gavin is an experienced people leader with over 20 years of operational
experience. His diverse background spans telecommunications, security,
and technology. Gavin’s early career started as an Electronics Engineer
Telkom South Africa before moving into customer facing and managerial
roles. Gavin previously founded Agic Technologies, a cash processing
technology business, which was sold to Fidelity Security Group.
Gavin and his family moved to New Zealand in 2019 where he helped
establish the Customer Success team for UneeQ, an enterprise software
company. Gavin holds a Bachelor of Engineering from the University of
Pretoria (South Africa).
AJ Smith
Chief Executive Officer
See biography in the section under the heading “Board of Directors”
on page 24.
Deidre Campbell
Chief Financial Officer
Deidre has extensive financial management and leadership experience within
a public company having been the Group CFO for Methven Limited, a former
NZX listed designer and manufacturer of showers and taps. During her 16
years as CFO, Deidre led the establishment of processes and systems to
support Methven’s growth from $20 million to $100 million in sales, transition
to an international business, and from private ownership to an NZX listed
company. Deidre is a Chartered Accountant and member of Chartered
Accountants Australia and New Zealand.
Andrew Balgarnie
Chief Revenue Officer
Andrew is an experienced business strategist, deal maker and problem
solver with a broad background spanning strategy, corporate finance,
and consultancy. Andrew has a track record for delivering large complex
transactions and early-stage capital raising. Andrew spent six years in
Australia with NBN Co where he worked on several high-profile projects
including the procurement of a satellite network, strategic review, and
business transformation. Andrew holds a Bachelor of Business Studies
from Massey University, and a Master of Business Administration from the
Australian Graduate School of Management.
Dr. Guy Kloss
Chief Technology Officer
Guy is an enterprise architect, computer scientist, chemical engineer, rocket
scientist and thought leader in the world of data security. He has built up a
wealth of experience by applying his unique skillset across a diverse range
of organisations including Bayer, the German Aerospace Centre, Mega,
Qrious, Gentrack and Nyriad. Guy holds a Master of Engineering from TU
Dortmund University (Germany), and a PhD in Computer Science from
Massey University.
Dewald van Rensburg
Chief Legal Officer
Dewald is a lawyer with more than 20 years’ experience in corporate and
commercial law. Prior to joining Trade Window in December 2019, Dewald
worked as Registrar at a South African university where he oversaw
governance and compliance for more than 40 institutional committees. He
has served as director on various boards and holds a Bachelor of Laws and
a Master of Laws with specialisation in International Corporate Finance Law.
He is currently pursuing a Doctorate in Business Administration.
Adrian Collier
Chief Product and
Supply Chain Officer
Adrian has more than 20 years’ experience in leadership roles covering health,
pharmaceuticals, manufacturing, retail, renewable energy and international
trade. Before joining Trade Window in 2021 Adrian was the New Zealand
Trade Commissioner to Taiwan for four years where he developed a first-hand
appreciation of the challenges facing New Zealand exporters. Adrian has also
lived and worked in mainland China with pharmaceuticals giant Pfizer where
he held several technology leadership roles. Adrian holds a Bachelors and
Masters degree (Hons) from the University of Auckland.
Kerry Friend
Executive Director
See biography in the section under the heading “Board of Directors”
on page 25.
2627

Environmental,
social & governance
This Environmental, Social and
Governance (‘ESG’) Report, which
incorporates TradeWindow’s
Statement on Governance
was approved by the Board of
TradeWindow Holdings Limited on
10 June 2022 and is accurate as
at that date. The Board does not
undertake any obligation to revise
this Report to reflect events or
circumstances after 10 June 2022
(other than in accordance with the
continuous disclosure requirements
of the applicable Listing Rules).
Introduction
Responsible leadership, characterised by our
values which emphasis accountability, integrity,
competence, responsibility, fairness and
transparency, has been the defining ethos of
TradeWindow, and contributes towards ensuring
corporate citizenship. Decisions, actions and
deliberations are conducted with sensitivity to
the legitimate interests and expectations of all
stakeholders and TradeWindow fully understands
the triple context in which it operates – economy,
society and environment.
TradeWindow exercises leadership within a
governance system to ensure that its mission
is carried out within a framework that promotes
diversity and inclusion, benefits society, protects
the environment and ensures sustainability.
TradeWindow aspires to have a low environmental
impact and we encourage customers, suppliers,
and other stakeholders to do the same.

Environmental
As a software development company TradeWindow
operates in an online environment, with its
operational model primarily utilising office-based
employees. For this reason, TradeWindow’s direct
environmental footprint is relatively small and is
made up largely from third-party data centres,
energy used in its offices, employee travel and from
the typical consumables of an online, office-based
business.
TradeWindow is committed to reduce our
environmental impact as an integral part of our
business strategy and operating methods. Our key
environmental initiatives include:
• Hybrid working – TradeWindow employees
can choose to work from home part of the time,
reducing the carbon emissions associated with
commuting. This practice has substantially
increased, partly as a result of Covid-19 related
lockdowns but also as a result of changes in
employee preferences.
• Tr ave l – We are conscientious when booking
travel and, where possible, combine meetings
to minimise our trips and reduce CO2 emissions.
Covid-19-related travel restrictions meant
almost no employees travelled internationally
during the year under review.
• Paperless office – TradeWindow uses digital
solutions to store and manage company records.
• Low-emission vehicles – TradeWindow’s head
office has a small fleet of Hybrid cars available for
employees to use.
• Cloud-computing – TradeWindow partners with
both Microsoft and Amazon Web Services (‘AWS’)
as providers of cloud services. Microsoft has
been carbon neutral since 2012 and is committed
to zero-waste by 2030. AWS has a long-term
commitment to use 100% renewable energy
b y 2 0 2 7.
• Recycling – Our offices are equipped with, and
staff fully embraces recycling.
2829

Social
TradeWindow is committed to creating an open
workplace where every team member is welcomed,
supported, and inspired, and where diversity is
celebrated. TradeWindow’s diversity and inclusion
principles will be practically implemented across
the business by:
• providing training and education that raises
employee awareness of inclusion and diversity
and associated benefits supported by Trade
Window’s membership to Diversity Works NZ;
• ensuring our recruitment, development and
management approaches enable inclusion and
diversity at all levels;
• ensuring our people receive fair and equitable pay
and benefits;
• enhancing processes and policies to encourage
greater flexibility and diversity;
• entrenching inclusion and diversity in our culture
through engaging internal communications
and events;
• regularly tracking progress against targets; and
• having zero tolerance for harassment,
discrimination, or victimisation.
TradeWindow's growth plans rely on attracting and
retaining highly skilled and experienced subject
matter experts from both commercial and technical
domains. As TradeWindow operates in an industry
that is competitive for talent, the senior leadership
team have been focused on shaping a culture that
people aspire to be a part of. Our environment
is focused on performance, innovation, and
accountability.
Early in TradeWindow’s history, the senior leadership
team came together to define six values that underpin
the Company’s high- performance team culture.
TradeWindow’s values are listed in figure 1. below.
They describe what is important, set expectations,
and guide decisions.
TradeWindow operates in a dynamic, fast-paced
environment. Our people need to continuously
acquire knowledge and learn new skills, as we believe
new ideas spur opportunities for innovation. In
addition to on-the-job training, TradeWindow offers
employees the opportunity to build skills through paid
courses best matched to the needs of the business,
their ambition and experience.
We make wellbeing a priority at TradeWindow. Our
people are provided with health insurance, five days
paid Wellness Leave, and support from a dedicated
Wellness Committee. TradeWindow provides a
stimulating and healthy work environment with
modern offices and flexible working options.

Governance focus
The Board and management of TradeWindow
are committed to ensuring that TradeWindow
maintains corporate governance practices that
are in line with or, where possible, exceed best
practice and that TradeWindow adheres to the
highest ethical standards.
TradeWindow is listed on the New Zealand Stock
Exchange (‘NZX Main Board’) and needs to comply
with the NZX Listing Rules. The Board has had
regard to the NZX Listing Rules and a number of
corporate governance recommendations when
establishing its governance framework, including the
current NZX Corporate Governance Code dated 10
December 2020. TradeWindow’s implementation of
these recommendations is set out in the Corporate
Governance Statement.
TradeWindow’s Board has been appointed to protect
and enhance the long-term value of TradeWindow
and to act in the best interests of its shareholders.
The Board is the ultimate decision-making
body of the company and is responsible for the
corporate governance of the company. The role and
responsibilities of the Board are set out in the Board
Charter, which can be found on the investor centre of
the company’s website.
The Board has established two standing Board
Committees to assist in the execution of the Board’s
responsibilities namely the Audit and Risk Committee
and the Nomination and Remuneration Committee.
An overview of the composition of the Board and
Board Committees is shown below.
The biographical data of the members are set out on
pages 24 - 25 of this Annual Report.
Board and Committee Composition
BoardAudit and Risk CommitteeNomination and Remuneration
Committee
Alasdair MacLeod
(Chairperson and Independent Director)
Diana Puketapu (Chair)Phil Norman (Chair)
Diana Puketapu
(Independent Director)
Alasdair MacLeodAJ Smith
Phil Norman
(Independent Director)
Phil NormanDiana Puketapu
AJ Smith
(Executive Director and CEO)
Kerry FriendAlasdair MacLeod
Kerry Friend
(Executive Director)
TradeWindow's values
Be real
We value diversity
of thought, honesty,
and openness.
We challenge
with respect.
Think big
We challenge
the definition
of possible.
Always engaged
We take time to
understand our
customers and
stakeholders to
deliver the best
work of our lives.
Own it
We always deliver,
and on-time.
One team
We take bold steps
together to deliver
the smartest
solutions.
Fiercely efficient
We make each
minute and every
dollar count.
3031

Corporate governance
statement
TradeWindow actively embraces good corporate governance as it protects the
interests of all stakeholders and creates and enhances value over the short
and long term. At TradeWindow, we regularly review our corporate governance
systems and are always looking at opportunities for improvement.
The NZX Listing Rules (‘Listing Rules’) require TradeWindow to formally
report its compliance with the recommendations contained in the NZX Code.
TradeWindow’s implementation of these recommendations is set out in this
Corporate Governance Statement. The Board considers that (unless specifically
stated) TradeWindow’s corporate governance structures, practices and
processes have followed all of the recommendations in the NZX Code since
listing on the NZX on 22 November 2021 until 31 March 2022.
This Corporate Governance Statement was approved by the TradeWindow Board
(the ‘Board’) on 10 June 2022. All of the policies and charters referred to below
are available on our website at https://tradewindow.io/investor-centre Unless
stated otherwise, all of the information in this statement is current as at 31
March 2022. As at 31 March 2022, we comply with the recommendations of the
NZX Corporate Governance Code (‘NZX Code’) in all material respects.
PRINCIPLE 1 – CODE OF ETHICAL
BEHAVIOUR
"Directors should
set high standards
of ethical behaviour,
model this behaviour
and hold management
accountable for these
standards being
followed throughout
the organisation.”
Recommendation 1.1
The board should document minimum standards of
ethical behaviour to which the issuer's directors and
employees are expected to adhere (a code of ethics).
It should outline internal where to find it should be
communicated to the issuer's employees. Training
should be provided regularly reporting procedures
for any breach of ethics, and describe the issuer’s
expectations about behaviour including around
conflicts, acting honestly and with integrity, handling
gifts and whistleblowing.
We are committed to maintaining high standards
of honesty, integrity, and ethical conduct. Our
expectations in this respect are set out in our Code
of Ethics, Continuous Disclosure Policy, and our
Securities Trading Policy.
Employees receive information and training on
ethical conduct, conflict of interest disclosures,
whistleblowing, and securities trading. Breaches
of policy are taken seriously. We have a Policy on
Protected Disclosures which enables employees to
raise breaches of policy confidentially, if required.
We maintain conflicts of interest registers which are
continuously being monitored internally and by the
Board. The key policies are available on our website.
Recommendation 1.2
An issuer should have a financial product dealing
policy for directors and employees
Our Policy on Securities Trading summarises the
law on insider trading and restrictions on Directors
and employees dealing in our shares. The policy
introduces a trading prohibition for Directors and
certain employees (‘Restricted Persons’) at defined
times (‘blackout periods’).
Compliance with the Securities Trading Policy is
monitored through a consent process, through
education and via notification by TradeWindow’s
share registrar (‘Computershare’) when any director
or senior manager trades in TradeWindow securities.
3332

PRINCIPLE 2 – BOARD COMPOSITION
& PERFORMANCE
“To ensure an
effective board, there
should be a balance
of independence,
skills, knowledge,
experience and
perspectives.”
Recommendation 2.1
The board of an issuer should operate under
a written charter which sets out the roles and
responsibilities of the board. The board charter
should clearly distinguish and disclose the
respective roles and responsibilities of the
board and management.
The Board Charter sets out the roles and
responsibilities of the Board, its composition,
meeting administration, performance assessment
and relationship with shareholders and stakeholders.
It requires that the Board meets formally at least six
times annually, and clearly distinguishes between the
role of the Board, and the role of management.
The Board delegates responsibility to the CEO for
implementing our strategic direction and day-to-day
operations, as recorded in our Delegated Authorities
Policy. Management provides detailed reports
to the Board to keep the Board up to date with key
operational activities and other aspects, including
financial performance.
The Company Secretary supports the effectiveness
of the Board by ensuring that its policies and
procedures are followed. The Company Secretary
coordinates the completion and dispatch of
the Board agendas and papers and is directly
accountable to the Board, via the Chair, on all
governance matters.
Recommendation 2.2
Every issuer should have a procedure for the
nomination and appointment of Directors to
the board.
The procedure for the appointment and removal of
directors is ultimately governed by the company’s
Constitution and relevant NZX Listing Rules.
TradeWindow’s Board has established a Nomination
and Remuneration Committee with an approved
Charter. The Charter sets out the purpose and
objectives of the committee as well as the role that it
plays in the nomination and appointment of Directors
to the Board.
The majority of committee members are non-
executive, independent directors. It is a requirement
that the Board will be structured to ensure that,
as a collective group, it has the skills, experience,
knowledge, diversity and perspective to fulfil its
purpose and responsibilities.
The Committee makes recommendations to the
board from time to time as to the appointment and
re-election of directors, having regard to the board
composition. It is the responsibility of the Committee
to ensure that individuals that are recommended by
the Committee are suitably qualified for eligibility for
selection as a director.
In nominating candidates, the Committee takes into
consideration the terms of reference for the directors
and such other factors as it deems appropriate, such
as experience, qualifications, character, criminal
record, bankruptcy history, judgment, ability to work
with others, current Board composition and skillset
and diversity and inclusion.
The minimum number of Directors to be appointed to
the TradeWindow Board comprises two independent,
non-executive directors. The Board's standards for
determining independence include the requirements
of the NZX. In particular, the Board will give
preference to the non-exhaustive factors set out in
the NZX Corporate Governance Code (as amended
from time to time).
The Board will assess the independence of directors
on their appointment and at least annually thereafter.
Before any candidate is finally selected, appropriate
fit and proper background checks are undertaken.
Important information about candidates is provided
to shareholders in the notice of meeting at which they
will vote on the appointment of a new Director.
Recommendation 2.3
An issuer should enter into written agreement
with each newly appointed director establishing
the terms of the appointment.
All Directors enter into a written agreement with
TradeWindow. The agreement outlines their
appointment terms, and role requirements, including
time commitments and remuneration, as well as
indemnity and insurance arrangements.
Recommendation 2.4
Every issuer should disclose information about
each director in its annual report or on its website
including a profile of experience, length of service,
independence and ownership interests and
director attendance at board meetings.
Director Profiles are included on pages 24 - 25 of this
Annual Report. Each profile contains information on
the experience, length of service, capacity in which
they serve on the board as well as disclosed interests.
Ownership Interests are provided on pages 121 - 124
of this Annual Report. The table below provides an
overview of Director attendances at board meetings
immediately prior to and after listing on the NZX:
Director meeting attendance as members
TWHL BoardTWL Board
Nomination and
Remuneration
Committee
Audit
and Risk
Committee
Number of meetings FY225542
Alasdair MacLeodIndependent Director5542
Diana PuketapuIndependent Director 5542
Phil NormanIndependent Director5542
AJ SmithExecutive Director and CEO554–
Kerry FriendExecutive Director55–2
3435

Recommendation 2.5
An issuer should have a written diversity policy
which includes requirements for the board or a
relevant committee of the board to set measurable
objectives for achieving diversity (which, at a
minimum, should address gender diversity) and
to assess annually both the objectives and the
entity's progress in achieving them. The issuer
should disclose the policy or a summary of it.
TradeWindow is committed to cultivating an
environment that promotes and values diversity
and creating an open workplace where every team
member is welcomed, supported, and inspired.
We believe TradeWindow is a place where all our
employees can express themselves, and our
collective unique differences and experiences
can contribute to the success of our people and
the business.
We are committed to removing perceived or tangible
barriers to becoming part of our team, treating
everyone fairly and respectfully, and providing
equal opportunities based on performance and
potential. We have zero-tolerance for harassment,
discrimination or victimisation. The policy provides
that the Board is responsible for establishing
measurable objectives for achieving diversity which
reflect the principles set out in the policy and which
address, at a minimum, gender diversity.
Each year TradeWindow will review the effectiveness
and relevance of the policy; the metrics to identify
areas for improvement of inclusion and diversity
across the business; and measure TradeWindow’s
performance with respect to the policy, including
that towards achieving the measurable objectives.
The table below sets out the gender balance at
TradeWindow as at 31 March 2022.
Recommendation 2.6
Directors should undertake appropriate training
to remain current on how to best perform their
duties as Directors of an issuer.
The Board normally commits to sessions of
organised visits and meetings focused on some
aspect of the business. Directors also attend two
separate workshops with Management annually to
agree on TradeWindow’s purpose and strategy.
New directors participate in an induction programme,
designed to educate them about TradeWindow
and our governance arrangements. Directors
are expected to fulfil Continuing Professsional
Development obligations of professional
organisations to which they belong.
Recommendation 2.7
An issuer should enter into written agreement
with The board should have a procedure to
regularly assess director, board and committee
performance.
The Board Charter regulates the performance
assessment process of the Board, its committees
and directors. The Board undertakes a bi-annual
evaluation of its performance which includes a review
of the Board's role, Board processes and committees
to support that role; review of the performance of
the Board and each director; and identify and effect
any amendments to the Board Charter if deemed
necessary. An external performance review may be
conducted if required.
Recommendation 2.8
A majority of the board should be independent
Directors.
Three of the current five Directors are independent.
TradeWindow has considered the independence of
its three Independent Directors against the definition
in the NZX Listing Rules, the commentary to
Recommendation 2.4 in the Corporate Governance
Code, and its Board Charter and is satisfied that the
relevant Directors are independent.
Recommendation 2.9
An issuer should have an independent chair of the
board. If the chair is not independent, the chair and
the CEO should be different people.
TradeWindow’s Chair of the Board, Alasdair
MacLeod, is an Independent Director.
As at 31 March 2022
FemaleMaleTotal
Directors145
Senior Leadership Members3912
Employees and Contractors255479
Total (Including directors)296796
Percentage30%70%100%
3637

PRINCIPLE 3 – BOARD COMMITTEES
“The board should use
committees where
this will enhance
its effectiveness
in key areas, while
still retaining board
responsibility.”
Recommendation 3.1
An issuer's audit committee should operate
under a written charter. Membership on the audit
committee should be majority independent and
comprise solely of non-executive Directors of the
issuer. The chair of the audit committee should
be an independent director and not the chair of
the board.
TradeWindow has established an Audit and Risk
Committee. The roles and responsibilities are set
out in the Committee Charter. The Audit and Risk
Committee provides advice to the Board in respect
of: external financial reporting; risk management and
processes; internal and external audit processes; and
internal control mechanisms.
The Chair of the Audit and Risk Committee reports
back to the Board at each meeting and makes
recommendations, as necessary. The Committee
reviews its performance against its Charter at least
once a year.
The Audit and Risk Committee comprises three
members, with a maximum of five, the majority of
which are independent directors. The chair of the
Audit and Risk Committee is Diana Puketapu. She
is an independent non-executive director with a
financial background, and she is not the chair of the
Board. Whilst the Audit and Risk Committee does
not solely comprise of non-executive Directors (per
Recommendation 3.1), the Board considers that
Kerry Friend provides important financial experience
and skills that are valuable to the Committee.
Recommendation 3.2
Employees should only attend audit committee
meetings at the invitation of the audit committee.
External advisors, the Chief Financial Officer, Chief
Executive Officer, and others as appropriate may be
invited to attend Audit and Risk Committee meetings
at the discretion and invitation of the Committee.
Invitees may be requested to withdraw from the
meeting at any time by the meeting Committee Chair.
Recommendation 3.3
An issuer should have a remuneration committee
which operates under a written charter (unless
this is carried out by the whole board). At least a
majority of the remuneration committee should be
independent Directors. Management should only
attend remuneration committee meetings at the
invitation of the remuneration committee
TradeWindow has established a Nomination
and Remuneration Committee. The roles and
responsibilities are set out in the Committee
Charter. The Committee's role is to assist the board
in discharging its responsibilities in relation to the
management and risk compliance of statutory
and regulatory requirements in relation to human
resources by the Chief Executive Officer and senior
management; identifying and recommending
candidates to the Board for appointment as a
director; remuneration and benefits policies of
TradeWindow's senior executives and management;
appointment; remuneration and evaluation of the
Chief Executive Officer and succession planning in
relation to him/her; the composition of the board.
Where necessary, it can engage external advisors
for assistance in connection with the suitability of
current or new board members; and reviewing annual
incentive targets and TradeWindow-wide salary and
incentive policies.
The Chair of the Nomination and Remuneration
Committee report back to the Board at each meeting
and makes recommendations, as necessary. The
Committee reviews its performance against its
Charter at least once a year.
The Nomination and Remuneration Committee
comprises three members, with a maximum of five,
the majority of which are independent directors. The
acting chair of the Nomination and Remuneration
Committee is Alasdair MacLeod. External
advisors, the Chief Financial Officer, and others as
appropriate may be invited to attend Nomination and
Remuneration Committee meetings at the discretion
and invitation of the Committee. Invitees may be
requested to withdraw from the meeting at any time
by the meeting Committee Chair
Recommendation 3.4
An issuer should establish a nomination
committee to recommend director appointments
to the board (unless this is carried out by the whole
board), which should operate under a written
charter. At least a majority of the nomination
committee should be independent Directors.
As previously indicated, the company does not have
a standalone nomination committee but instead
merged the function into the Nomination and
Remuneration Committee. The Nomination and
Remuneration Committee operates under a written
charter and the majority of the Committee members
are non-executive, independent directors.
As indicated under recommendation 2.2 the
committee’s role is to recommend director
appointments to the board with due consideration
to the terms of reference for the directors and such
other factors as it deems appropriate, such as
experience, qualifications, character, criminal record,
bankruptcy history, judgment, ability to work with
others, current Board composition and skillset and
diversity and inclusion.
Recommendation 3.5
An issuer should consider whether it is appropriate
to have any other board committees as standing
board committees. All committees should operate
under written charters. An issuer should identify
the members of each of its committees, and
periodically report member attendance.
The board charter enables the Board to establish
other committees, as required from time to time. The
two established committees are the Audit and Risk
Committee and the Nomination and Remuneration
committee, each with its own charter. Membership
and attendance is provided in the table under
recommendation 2.4.
Recommendation 3.6
The board should establish appropriate protocols
that set out the procedure to be followed if
there is a takeover offer for the issuer including
any communication between insiders and the
bidder. The board should disclose the scope of
independent advisory reports to shareholders.
These protocols should include the option of
establishing an independent takeover committee,
and the likely composition and implementation of
an independent takeover committee.
TradeWindow’s Takeovers Policy sets out the
process to be followed if there is a takeover offer.
The Policy records that the Board may establish
an independent Takeover Committee to manage
this process.
3839

PRINCIPLE 4 – REPORTING &
DISCLOSURE
“The board should
demand integrity
in financial and
non-financial
reporting, and in
the timeliness and
balance of corporate
disclosures.”
Recommendation 4.1
An issuer’s board should have a written continuous
disclosure policy.
Our Continuous Disclosure Policy reflects
TradeWindow’s commitment to: maintaining a fully
informed market through effective communication
with the NZX, the Company’s shareholders, investors,
analysts, media and other interested parties (together
“stakeholders”); and providing all stakeholders with
equal and timely access to material information
concerning the Company that is accurate, balanced,
meaningful and consistent.
Everyone is required to be familiar with the Policy and
associated procedures. Directors and Management
are primarily responsible for compliance with our
continuous disclosure obligations.
Recommendation 4.2
An issuer should make its code of ethics,
board and committee charters and the policies
recommended in the NZX Code, together with any
other key governance documents, available on
its website.
TradeWindow’s Code of Ethics, board and committee
charters and policies as recommended in the NZX
Code and other key documents are available on the
Company’s website.
Recommendation 4.3
Financial reporting should be balanced, clear
and objective.
Financial reporting and integrity remain the
responsibility of the Board.
The Audit and Risk Committee closely monitors
financial reporting risks in relation to the preparation
of the financial statements. The Audit and Risk
Committee, with the assistance of management,
also works to ensure that the financial statements
are founded on a sound and effective system of risk
management and internal control.
After approval by the Audit and Risk Committee,
the complete set of financial statements and
related audit report is submitted to the full Board
for approval. Management makes detailed
representations to the Board to assist them in their
consideration of the draft financial statements.
TradeWindow’s full and half-year financial
statements are prepared in accordance with relevant
financial standards. The Board remains ultimately
responsible for overseeing and reviewing the
Company's audit, risk management and compliance
systems to protect the Company's assets and
minimise the possibility of the Company operating
beyond legal requirements or beyond acceptable
risk parameters.
The Board further oversees the accounting and
reporting systems (including the external audit)
to ensure that the Company provides continuous
disclosure of information to the investment
community and that shareholders have all the
information available that they may reasonably
require to make informed assessments of the
Company's prospects.
TradeWindow is committed to ensuring the
integrity and timeliness of its financial reporting,
and to providing information to shareholders in a
timely manner.
Recommendation 4.4
An issuer should provide non-financial disclosure
at least annually, including considering
environmental, economic and social sustainability
factors and practices. It should explain how
operational or non-financial targets are measured.
Non-financial reporting should be informative,
include forward looking assessments, and align
with key strategies and metrics monitored by
the board.
To assist shareholders to make meaningful
investment decisions, in addition, to reporting
historical statutory financial information,
TradeWindow is committed to providing
shareholders with a balanced and understandable
assessment of its performance, business model,
strategic objectives and progress against meeting
those objectives at each earnings announcement
and in its full-year reports.
TradeWindow is committed to developing long-
term value creation. As part of this commitment,
TradeWindow’s Board is focused on delivering
a sustainable future for its business, people,
customers and communities by doing what is right.
The Company's ESG report provides an overview of
how TradeWindow has both positively and negatively
impacted the economic life of the community in
which it operated during the year under review.
Sustainability is interlinked with the Company’s
governance, strategy, risks and opportunities and
key performance indicators. The ESG report also
provides a forward-looking statement on how the
Board believes that it can improve the positive
aspects and eradicate or ameliorate the negative
aspects concerning environmental, economic and
social sustainability factors and practices in the
coming year. Our ESG framework remains under
development and will continue to be progressed
over time.
4041

PRINCIPLE 5 – REMUNERATION
“The remuneration
of Directors and
executives should be
transparent, fair and
reasonable.”
Recommendation 5.1
An issuer should recommend director
remuneration to shareholders for approval in
a transparent manner. Actual director
remuneration should be clearly disclosed in
the issuer's annual report.
Our Continuous Disclosure Policy reflects The
Nomination and Remuneration Committee is
responsible for reviewing and recommending
Directors’ remuneration to the Board for approval.
Directors' remuneration is paid in the form of
directors' fees.
The total fee pool available to be paid to directors is
subject to shareholder approval unless there has
been an increase in the number of directors following
approval of the total fee pool by shareholders, in
which case additional remuneration may be payable
if permitted by the NZX Listing Rules.
The Nomination and Remuneration Committee
obtains an independent review of remuneration and,
if a change is proposed, makes that review available
to shareholders, who then vote on the proposed
remuneration at the applicable annual meeting.
Current Directors’ remuneration is set out in the
statutory information section of the annual report.
Recommendation 5.2
An issuer should have a remuneration policy for
remuneration of Directors and officers, which
outlines the relative weightings of remuneration
components and relevant performance criteria.
Our Strategic Remuneration Policy is designed to
ensure that TradeWindow meets the strategic policy
objective of attracting, rewarding, and retaining staff
with the requisite skills and capabilities to ensure
successful business outcomes.
Directors' remuneration is paid in the form of
directors' fees. The remuneration of Executives
may be made up of both fixed remuneration (base
salary) and may also include short-term incentives
(STIs) and long-term incentives (LTIs) as a means
to encourage and incentivise the delivery of
performance and align interests with shareholders.
STIs aim to reward the achievement of prescribed
performance measures; and LTIs aim to reward the
achievement of performance measures that are
measured over a longer-term. The Employment
Share Option Scheme (ESOP) governs the award
of STIs and LTIs, its vesting, exercise and rights.
Any benefits from the LTIs are based on company
performance rather than individual performance
and paid in addition to the market salary and other
benefits agreed with the participating employees.
Vesting of annual awards is monitored to ensure that
the value vested in any one year does not exceed
5% of market capitalisation, as required by NZX
Listing Rules.
Recommendation 5.3
An issuer should disclose the remuneration
arrangements in place for the CEO in its annual
report. This should include disclosure of the
base salary, short-term incentives and long-term
incentives and the performance criteria used to
determine performance-based payments.
Current CEO remuneration is set out in the statutory
information section of our annual report.
4342

PRINCIPLE 6 – RISK MANAGEMENT
“Directors should
have a sound
understanding of the
material risks faced
by the issuer and how
to manage them. The
Board should regularly
verify that the issuer
has appropriate
processes that
identify and manage
potential and
material risks.”
Recommendation 6.1
An issuer should have a risk management
framework for its business and the issuer's board
should receive and review regular reports. An
issuer should report the material risks facing the
business and how these are being managed.
The Audit and Risk Committee is responsible for
reviewing and monitoring the effectiveness of the
Company’s Risk Management Policy (available on the
website) and Risk Management Framework (RMF),
and the maintenance of appropriate risk culture
within TradeWindow.
ISO 31000 sets out eight principles of effective
and efficient risk management which have been
incorporated by TradeWindow in its Risk RMF. The
goal of the RMF is to apply a consistent methodology
for assessing the risks faced by TradeWindow.
It provides the foundation for effective risk
management and ensures significant risks and
their potential business impacts are identified and
assessed in a timely manner.
The risk assessment process covers risk
identification, analysis and evaluation. The Audit
and Risk Committee is responsible for reviewing risk
capacity and exposure limits (risk appetite) and the
alignment of TradeWindow's risk profile within limits
set by the Board. The Committee regularly monitors
and reviews the Company's material business risks
and management of these risks as well as overseeing
key risk‐related processes and functions.
The Committee is required to report to the Board on
the effectiveness of the risk-related processes and
functions with respect to material business risks, as
appropriate. In carrying out these responsibilities,
the Committee reviews with management regularly
and with the external auditors on at least an annual
basis, the significant risks within the Company’s Risk
Registers and reviews how they have been assessed
and managed.
The Committee also assesses the effectiveness of
the related system of internal control in managing
the significant risks, having regard to any significant
failings or weaknesses in internal control that have
been reported and considers whether necessary
actions are being taken promptly to remedy any
significant failings or weaknesses. In addition,
the Committee reviews accounting and financial
human resources and succession planning within
the Company; the adequacy of insurance at each
insurance renewal and recommends to the Board
any significant changes to insurance cover;
and considers the adequacy of business
continuity planning.
The Board has ultimate responsibility for
TradeWindow’s risk management and internal
control system. TradeWindow proactively and
consistently manages its risk to enhance and
protect the Company’s value by delivering on
our commitment to all stakeholders, pursuing
opportunities in an informed way and in line with
the Board’s risk appetite and by ensuring a safe and
secure work environment for all stakeholders.
The RMF defines parameters regarding
TradeWindow’s Calculated Residual risk scoring
system whereby Likelihood, Severity, and Control
Effectiveness are defined. The inherent risk score is
calculated as Likelihood x Severity. The residual risk
score is calculated as Likelihood x Severity x Control
Effectiveness.
TradeWindow uses Nintex Promapp as risk
management tool to ensure that risks are connected
with the core business processes which makes
risk management more effective and efficient with
comprehensive visibility and controls.
4445

REAL OR PERCEIVED ERRORS,
FAILURES, DEFECTS OR BUGS
TradeWindow’s solutions are put through several phases of testing
including working with a small group of customers, to conduct ‘real-
world’ usability testing. Once a solution has been commercially
released, risk is further mitigated with a continued focus to deliver
comprehensive customer support in the event of product failure, to
minimise the negative impact on customers.
CYBERSECURITY RISKTradeWindow maintains ISO accreditation and conducts ongoing
penetration testing. Data encryption is in place (at rest and in
transit) as well as password protection and 2 Factor authentication.
Continuous log capturing and system monitoring is in place as well
as internal training on cybersecurity risks.
EMPLOYEE ATTRACTION,
RETENTION
TradeWindow has in place a number of measures intended
to mitigate the risks regarding employee attraction and
retention, including:
• the implementation of an appropriate employee share scheme
with milestones linked to targets of TradeWindow, to allow
employees to be able to share in the success and growth of the
company in a meaningful way;
• an appropriate employee compensation structure and benefits
programme for an organisation of its size and nature which will
continue to be monitored;
• provision of paid courses and on-the-job training providing
employees with the tools and support needed to define a career
pathway best matched to their ambitions, skills, and experience;
• strong focus on culture and values of the company, to create a
reputation of a market-leading employer; and
• the provision of wide-ranging staff benefits with a focus on
wellbeing, including the provision of paid health insurance,
flexible working arrangements and additional leave days.
SUPPLY CHAIN DISRUPTIONSTradeWindow operational and financial performance is highly
correlated with the strength of the economies in which it has
customers. TradeWindow seeks to diversify its customer base
across industries and geographies to minimise impact.
OPERATING IN COMPETITIVE
MARKETS
TradeWindow has in place measures aiming to mitigate the risk
of losing customers to competition, including through continued
engagement, attentive customer service and support, and a
pipeline of updates to features and functionality which are designed
to improve the user experience.
COMPLIANCE WITH LAWS AND
REGULATIONS
TradeWindow’s policies and procedures are designed to comply
with laws and regulations of a particular subject matter generally.
TradeWindow makes use of internal and external legal expertise
and other advisors to review and ensure optimal compliance.
INABILITY TO
PROTECTINTELLECTUAL
PROPERTY RIGHTS
TradeWindow enters into non-disclosure agreements with its
employees, licensees and other third parties who may have access
to intellectual property and confidential and proprietary information
to protect its intellectual property rights and prevent unauthorised
use, disclosure, or reverse engineering of its technology.
STRATEGIC ACQUISITION RISKTradeWindow develops a business plan in support of each
acquisition which demonstrate positive returns and/or strategic
advantages. TradeWindow’s acquisition process also includes
commercial, legal, and technical due diligence. An implementation
plan with monitoring mechanism ensures integration, monitoring,
and reporting.
EARLY-STAGE BUSINESSTradeWindow’s performance depends on the widespread adoption
of digital trade solutions by mainstream exporters, importers,
freight forwarders, and customs brokers.
LIQUIDITY RISKTradeWindow is an early-stage business that relies on investor
capital until the Company reaches its break-even point.
TradeWindow manages its liquidity risk with:
• financial forecast and budgets to plan and monitor cashflows;
• monthly financial performance reporting to monitor and delivery
of the business plan.
The table below provides an overview of the material risks facing
the Company and how these are being managed.
Material Risks
4647

Recommendation 6.2
An issuer should disclose how it manages health
and safety risks and should report on its health and
safety risks, performance and management.
TradeWindow measures proactive and reactive
measures of health, safety, and wellbeing. These
include near miss and new hazard frequency rates, an
injury severity frequency rate, and a total recordable
injury frequency rate, (TRIFR). To manage these
risks, we formed project teams to actively focus on
controls and awareness; ensure safety messages are
clear and learnings shared; and reviewed our safety
culture and emergency preparedness.
TradeWindow has adopted a Health and Safety
Policy that requires TradeWindow’s people to take all
practicable steps to provide a working environment
that promotes health and wellbeing while minimising
the potential for risk, personal injury, ill-health
or damage. We are committed to providing and
maintaining a safe and healthy working environment
for our employees, visitors, and all people using our
premises as a workplace. To enable this, we:
• Set health and safety objectives and performance
criteria for all managers and work areas
• Annually review health and safety objectives
and managers’ performance against these
• Actively encourage the accurate and timely
reporting and recording of all incidents
and injuries
• Investigate all reported incidents and injuries to
ensure all contributing factors are identified and,
where appropriate, plans are developed to take
corrective action
• Actively encourage people to report any pain or
discomfort early on
• Provide a treatment and rehabilitation plan that
ensures a safe, early and durable return to work
• Identify all existing and new hazards and take all
practicable steps to eliminate, isolate or minimise
the exposure to significant hazards
• Ensure all employees are aware of the hazards
in their work area and are adequately trained
to enable them to perform their duties in a safe
manner
• Encourage employee consultation and
participation in all matters relating to health
and safety
• Promote a system of continuous improvement –
this includes reviewing policies and procedures
each year
• Work together to meet our obligations under the
Health and Safety at Work Act 2015, the Health
and Safety in Employment Regulations 1995,
codes of practice, and any relevant standards
or guidelines
Every manager, supervisor or foreperson has a
responsibility for the health and safety of employees
working under their direction. Every employee is
expected to share in this commitment to health and
safety in the workplace. The Board reviews health
and safety reports at each Board meeting and
oversees a detailed programme of work to ensure
TradeWindow remains compliant with its health
and safety obligations under relevant health and
safety legislation
TradeWindow is focused on the well-being and
mental health of all our people and supporting
employees to feel and perform at their best.
TradeWindow supports staff by providing an
outsourced globally accessible Employee Assistance
Programme, which is promoted to encourage usage.
In addition, our wellness programme continued to
receive positive feedback from participants and
was reinforced throughout our period of remote
working during the Covid-19 pandemic, encouraging
personal innovation, connectedness, resilience and
personal support.
TradeWindow ensured rigorous health and safety
practices throughout the pandemic, which included
making swift decisions to close offices, providing
personal protective equipment and encouraging
social distancing and high levels of hygiene practices
when offices did reopen. TradeWindow introduced
new heightened levels of communication throughout
our organisation while employees were working from
home. The Covid policy is under revision.
As a result, we saw strong employee engagement
and retention throughout the year. These practices
will carry through to the future, and with offices
being able to reopen we are now evolving lessons
learned from Covid-19 to further improve our flexible
working practices to encourage increased levels of
employee wellbeing.
4849

PRINCIPLE 7 – AUDITORS
“The board should
ensure the quality
and independence
of the external
audit process.”
Recommendation 7.1
The board should establish a framework for the
issuer's relationship with its external auditors.
This should include procedures (a) for sustaining
communication with the issuer's external auditors;
(b) to ensure that the ability of the external
auditors to carry out their statutory audit role is
not impaired, or could reasonably be perceived to
be impaired; (c) to address what, if any, services
(whether by type or level) other than their statutory
audit roles may be provided by the auditors to
the issuer; (d) To provide for the monitoring and
approval by the issuer's audit committee of any
service provided by the external auditors to the
issuer other than in their statutory audit role.
The Audit and Risk Committee plays a key role in
TradeWindow’s relationship with its auditors, and
the audit process generally. It is responsible for
recommending the appointment of the external
auditors to the Board, overseeing the independence
and the work of the external auditors; as well as
reviewing policies for the provision of non-audit
services by the external auditors (including the
framework for pre-approval of any such services).
The Committee meets regularly with KPMG,
our external auditor, including meeting without
management. The Committee annually reviews
and assesses KPMG’s performance through an
internal questionnaire. The results, key themes and
recommendations are reported to the Board. A
representative from KPMG will attend our annual
meeting to answer shareholders’ questions.
KPMG confirmed their independence from the
Company to the Audit and Risk Committee in March
2022. Non-audit services performed by KPMG are
closely examined by Management and the Chair
of the Audit and Risk Committee prior to engaging
KPMG for these additional services, to ensure that
they do not compromise KPMG’s independence.
TradeWindow’s policy on Auditor Independence is
available on our website. The objective of the policy is
to ensure that TradeWindow's auditors carry out their
functions independently and without impairment,
safeguarding the reliability and credibility of
TradeWindow’s external financial reporting.
The Policy recognises the importance of the Board’s
role in facilitating frank dialogue among the Audit and
Risk Committee, the auditor and management.
The rotation of TradeWindow’s client service partner
and the Key Audit Partner (as that term is defined
in the NZX Listing Rules) of TradeWindow and its
subsidiaries will be required every five years with
suitable succession planning to ensure consistency.
Those partners are subject to a mandatory two-year
stand-down period to be completed before those
partners can next be engaged by TradeWindow.
Recommendation 7.2
The external auditor should attend the issuer's
Annual Meeting to answer questions from
shareholders in relation to the audit.
KPMG, as external auditor, shall be invited to the
Company's annual shareholders' meeting, and will be
available to answer any questions from shareholders
in relation to the audit.
Recommendation 7.3
Internal audit functions should be disclosed.
TradeWindow does not have a dedicated internal
auditor, instead, internal controls are managed on a
day-to-day basis by the finance team. Compliance
with internal controls is reviewed annually by
TradeWindow’s auditor. The Board and finance team
regularly consider how TradeWindow can improve its
internal audit and risk management practices during
TradeWindow’s annual governance review, regular
risk reviews, preparation of interim and full-year
financial statements and following TradeWindow’s
annual audit.
5051

PRINCIPLE 8 – SHAREHOLDER RIGHTS
& RELATIONS
“The board should
respect the rights
of shareholders and
foster constructive
relationships with
shareholders that
encourage them
to engage with
the issuer.”
Recommendation 8.1
The board should establish a framework for the
An issuer should have a website where investors
and interested stakeholders can access financial
and operational information and key corporate
governance information about the issuer.
The Investor Centre on our website is the primary
information channel for shareholders. It includes:
• A share price feed, historical pricing and
trading data.
• Announcements, disclosures, annual and interim
reports, investor presentations, and other news.
• Corporate governance documents such as
Charters and Policies, the Company Profile and
this Corporate Governance Statement.
• Financial Reports
• Annual meeting materials and recordings.
• Share registry information.
In addition to the above, updates on our activities
are posted on our social media channels (LinkedIn
and Facebook).
Recommendation 8.2
An issuer should allow investors the ability to
easily communicate with the issuer, including
providing the option to receive communications
from the issuer electronically.
Contact information for the investor relations
team is on the contacts page of our website. We
aim to respond to all enquiries in a timely manner.
Shareholders can elect to receive TradeWindow
communications either electronically or via mail.
Our share registry (Computershare) manages
this process.
Recommendation 8.3
Quoted equity security holders should have the
right to vote on major decisions which may change
the nature of the issuer in which they are invested.
Our Constitution, the Companies Act 1993
and the NZX Listing Rules afford shareholders
the right to vote on certain matters affecting
TradeWindow. Shareholders can vote at any meeting
of shareholders in person or by using a proxy or
representative. On a show of hands or by voice (at the
election of the Chair), each shareholder attending in
person, by proxy or by their representative has one
vote (for each fully paid Share).
To the extent permitted by the Act, and if applicable,
the NZX Rules, the Board may allow shareholders
to vote by signifying their assent or dissent by
electronic means (including, for the avoidance of
doubt, voting on a personal computer, with such vote
being transmitted to the meeting), instead of the
Shareholder voting by another method permitted
by the Act or this Constitution. If a poll is taken, each
shareholder attending in person, by proxy or by their
representative has one vote per fully paid-up share
they hold. Postal votes are not permitted unless the
Board notifies shareholders otherwise.
Further information on shareholder voting rights is
set out in TradeWindow’s Constitution (available on
the website)
Recommendation 8.4
If seeking additional equity capital, issuers of
quoted equity securities should offer further
equity securities to existing equity security
holders of the same class on a pro rata basis, and
on no less favourable terms, before further equity
securities are offered to other investors.
The Board is responsible for considering the interests
of all existing equity holders when assessing their
capital raising options. TradeWindow has not sought
additional equity capital since listing on the NZX to
the period ended 31 March 2022.

Recommendation 8.5
The board should ensure that the notices of
annual or special meetings of quoted equity
security holders is posted on the issuer's website
as soon as possible and at least 20 working days
prior to the meeting.
The Company will hold its annual meeting of
Shareholders in September 2022. A Notice of
Meeting will be issued at least 20 working days before
the meeting. A recording of the meeting will be made
available afterwards on the Investor Centre page of
the Company’s website.
5253

Consolidated
financial
statements
For the year ended 31 March 2022
04
Directors' declaration
Directory
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
General disclosures
Auditors' report
56
57
59
60
64
66
68
120
125
5554

30 May 202230 May 2022
AJ Smith
Date
Alasdair MacLeod
Date
INCORPORATION
NUMBER
8233653
PRINCIPAL
ACTIVITIES
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.
REGISTERED
OFFICE
Trade Window 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)
The Directors were in office for the whole period unless otherwise stated.
AUDITOR
KPMG
KPMG Centre
18 Viaduct Harbour Avenue
Auckland 1010
New Zealand
Directory
5657
Directors'
declaration
In the opinion of the Directors of Trade
Window Holdings Limited, the financial
statements and notes, on pages
59 - 119:
• 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.
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.
The board of Directors are pleased
to present the financial statements
of the Group for the year ended 31
March 2022.
Signed in accordance with a resolution
of the Directors.

5958
Consolidated statement of
comprehensive income
NOTES2022 $2021 $
Revenue3 .13 , 8 7 7, 6171,6 41, 8 4 0
Other income4999,330701,936
4,876,9472,343,776
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 , 0 8 5 )(6 ,9 3 3 ,119)
Net finance expense6(169,673)(141,037)
Loss before income tax(11, 3 8 3 ,75 8)( 7, 0 74 ,15 6)
Income tax7560,000475,902
Net loss after tax(10,823,758)(6,598,254)
Items that are or may be reclassified subsequently to profit of loss
Exchange differences on translating foreign operations136847
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)
The above information is to be read in conjunction with the notes to the consolidated financial statements.

6061
The above information is to be read in conjunction with the notes to the consolidated financial statements.
ASSETSNOTES2022 $2021 $
Current assets
Cash and cash equivalents8 .15,932,5581,413, 2 24
Trade and other receivables91,835,624557,957
Income tax receivable76,244—
Contract assets3.277,80951,929
7,852,2352,023,110
Non-current assetsNon-current assets
Trade and other receivables9128,30418,057
Property, plant and equipment10277,892165,551
Right of use assets111,395,31538,329
Intangible assets126,762,5233,892,659
Restricted cash8.298,604–
8,662,6384,114,596
Total assets16,514,8736 ,13 7,70 6
Consolidated statement of
financial position
LIABILITIESNOTES2022 $2021 $
Current liabilities
Trade and other payables131,512,709781,509
Interest bearing loans and borrowings14486,248489,864
Related party payables167, 0 7 140,470
Income tax payable7—1,661
Lease liabilities11506,99939,704
Dividend payable—30,380
Contract liabilities3.2453,60539,831
2,966,6321,423,419
Non-current liabilities
Trade and other payables136 4 ,14 3—
Interest bearing loans and borrowings141,764,4731, 2 20 ,147
Lease liabilities11875,045—
2,703,6611, 2 20,147
Total liabilities5,670,2932,643,566
Net assets10,844,5803,494,140
The above information is to be read in conjunction with the notes to the consolidated financial statements.
Consolidated statement of financial position

6362
EQUITYNOTES2022 $2021 $
Share capital1931,333,4846,147,047
Retained earnings(20,585,200)(9,761,442)
Convertible notes20-6,818,964
Foreign currency translation reserve7,5744,946
Share based payments reserve88,722284,625
Total equity10,844,5803,494,140
The above information is to be read in conjunction with the notes to the consolidated financial statements.
Consolidated statement of financial position

6465
Consolidated statement of
changes in equity
NOTES
ISSUED
CAPITAL
$
RETAINED
EARNINGS
$
EQUIT Y
COMPONENTS
OF
CONVERTIBLE
NOTES
$
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$
SHARE BASED
PAYMENT
RESERVE
$
TOTA L
$
NON-
CONTROLLING
INTEREST
$
TOTA L
$
Balance at
1 April 2020
5,15 3,5 4 5 (3,127,13 3) 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 , 5 4 5 –6 , 5 4 5 –6 , 5 4 5
Issue of convertible
notes
20––5 , 818 ,9 6 4 ––5 , 818 ,9 6 4 –5 , 818 ,9 6 4
Share issue on
restructure
19416 , 5 0 0 (5,675)–––410 , 8 25 (410 , 8 25 ) –
Share options
exercised
196 41, 4 6 5 ––––6 41, 4 6 5 –641,465
Equity-settled share
based payments
––––226,326226,326–226,326
993,502(36,055)5,818,964 6,545 226,3267,009,282 (410,825) 6,598,457
Balance at
31 March 2021
6,147,047(9,761,442)6,818,9644,946284,6253, 494,14 0–3, 494,14 0
The above information is to be read in conjunction with the notes to the consolidated financial statements.
NOTES
ISSUED
CAPITAL
$
RETAINED
EARNINGS
$
EQUIT Y
COMPONENTS
OF
CONVERTIBLE
NOTES
$
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$
SHARE BASED
PAYMENT
RESERVE
$
TOTA L
$
NON-
CONTROLLING
INTEREST
$
TOTA L
$
Balance at
1 April 2021
6,147,047(9,761,442) 6,818,9644,946284,625 3, 494,14 0 – 3, 494,14 0
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
1915,092,532––––15,092,532–15,092,532
Adjustment to
foreign currency
–––2,492–2,492–2,492
Maturity of
convertible notes
19, 206 , 818 ,9 6 4 –(6,818,964)–––––
Share issue
on business
acquisitions
18, 192 , 3 5 3 , 0 3 7 ––––2 , 3 5 3 , 0 3 7 –2 , 3 5 3 , 0 3 7
Share options
exercised
9 21,9 0 4 ––––9 21,9 0 4 –9 21,9 0 4
Equity-settled share
based payments
––––(195,903)(195 ,9 0 3) –(195 ,9 0 3)
25,186, 4 37 –(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, 5 7488,72210,844,580–10,844,580
The above information is to be read in conjunction with the notes to the consolidated financial statements.
Consolidated statement of changes of equity

6667
Consolidated statement
of cash flows
OPERATING ACTIVITIESNOTES2022 $2021 $
Cash received from customers4,039,7911,672,594
Cash paid to suppliers and employees(13,203,825)(7,283,439)
Income tax received(7,905)475,368
Grant income 676 ,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 equipment4,7075,138
Purchase of intangible assets12(100,001)–
Business acquisition18 (1,538,445)–
Payments to term deposit8.2(98,604)–
Interest received612 ,10 61,18 6
Net cash used in investing activities(1,960,692)(112 , 0 6 3)
The above information is to be read in conjunction with the notes to the consolidated financial statements.
FINANCING ACTIVITIESNOTES2022 $2021 $
Interest paid on lease liability6 ,11(53,180)(7,944)
Proceeds from/(repayment)
of share capital
1915,000,000(64,463)
Proceeds from issue of convertible notes20–5,818,964
Repayment of borrowings(616,288)(616,614)
Payments for lease liability -
principal portion
11(380,563)(289,494)
Proceeds/(repayments) from exercise of
share options
910603
Proceeds from borrowings1,145,000400,000
Payments to related parties(30,380)–
Interest paid (89,660) (126,685)
Net cash flows from financing activities14,975,8395 ,114 , 3 67
Net change in cash and cash equivalentsNet change in cash and cash equivalents4,519,3344,519,334426,273426,273
Cash and cash equivalents at the beginning
of the financial year
1,413, 2 24986,951
Cash and cash equivalents at the end of
the financial year
5,932,5581,413,224
The above information is to be read in conjunction with the notes to the consolidated financial statements.
Consolidated statement of cash flows

Notes to the
consolidated
financial statements
For the year ended 31 March 2022
6968
Trade Window Holdings Limited is a profit
orientated entity.
Trade Window Holdings Limited is incorporated
and domiciled in New Zealand and is a company
registered under the Companies Act 1993.
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).
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.
The subsidiaries are set out in note 17.
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.
Basis of preparation
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
1 General information and
statement of compliance
International Financial Reporting Standards (IFRS).
The financial statements were authorised for issue by
the directors on the date included on the inside cover
page. The Group is a reporting entity for the purposes
of the Financial Reporting Act 2013 and its financial
statements comply with that Act.
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.

Going concern
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.
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.
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.
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.
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 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.

Basis of measurement
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.
Use of estimates and judgements
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 3.1 Revenue, in determining the revenue
recognition of implementation revenue.
• Note 11 Leases, on determining whether
a contract contains a lease, lease terms,
incremental borrowing rate and lease
renewal options.
• 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).
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.
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.
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.
7071
Note 1 — General information and statement of complianceNote 1 — General information and statement of compliance

Basis of consolidation
Business combinations
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.
Subsidiaries
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.
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
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.
Foreign currency
Transactions in foreign currencies are translated to
the respective functional currencies of Group entities
at exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated
in foreign currencies at the reporting date are
retranslated to the functional currency at the
exchange rate at that date. 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.
2 Significant
accounting policies
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.
7273
Note 2 — Significant accounting policies

REVENUE2022 $2021 $
Transactional revenue1,621,63 4872,918
Subscription revenue1,591,800420, 313
Service revenue230,004143,777
Installation revenue434,179204,832
Total revenue3 , 8 7 7, 6171,641,840
3.1 Revenue
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.
Revenue policy
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
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
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.
Service 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.
Installation revenue
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.
7475
Note 3.1 — Revenue

2022 $2021 $
Receivables, which are included in
"Trade and other receivables"
418,236191,079
Contract assets77,80951,929
Contract liabilities(453,605)(39,831)
42,440203,17 7
3.2 Contract balances
The following table provides information about
receivables, contract assets and contract liabilities
from contracts with customers.
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.
Information about remaining performance obligation
has not been provided as these have an expected
duration of less than 12 months.
7776

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 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.
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 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".
2022 $2021 $
Grant income 9 97,95 0 359,011
Wage subsidy –299,930
Other 1, 38042,995
Total other income 999,330 701,936
4 Other income
2022 $2021 $
Short term employee benefits (salaries)8,148,3274,766,552
Post-employment benefits (superannuation) 266,346105,525
Other employee benefits 2,415,6301,470, 803
Total employee benefits expense 10,830,3036,342,880
5 .1 E m p l o y e e
benefits expense
5.2 Other expenses
include the following:
2022 $2021 $
The following fees were paid or payable for services provided by KPMG
- Fees relating to the annual audit195,00075,000
- 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 assets 28,29668,493
7879

6 Net finance expense
Finance income and expenses policy
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.
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.
2022 $2021 $
Interest income12 ,10 61,18 6
Interest expense(128,599)(134,279)
Interest on lease liabilities(53,180)(7,944)
Total net finance expense (169,673)(141,037)
8180

7 Income tax
Tax expense2022 $2021 $
Loss before income tax(11,383,758)(7,074,156)
Domestic tax rate (28%) 28% 28%
Expected income tax(3 ,18 7, 4 5 2)(1,980,764)
Non-deductible expenses161,91411,625
Deferred tax not recognised in current tax year3,002,6501,953,099
Prior year R&D tax losses cashed-out (Note 23)(560,000)(475,902)
Effect of different tax rates 22,888 16,040
Actual income tax expense (income)(560,000)(475,902)
Income tax expense (income) is represented by:
Current tax(560,000)(475,902)
Deferred tax––
(560,000)(475,902)
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.
Deferred tax assets and liabilities
The table below shows the movement in the deferred
tax balances that are recognised at the beginning and
end of the period.
Recognised deferred tax assets
FY2022
OPENING
$
RECOGNISED IN
PROFIT OR LOSS
$
CLOSING
$
Intangibles (151,971) (270,945) (422,916)
ESOP –(452,745) (452,745)
Leases (10,528)(496,439) (506,967)
Accruals and employee benefits 49,454 86,154 135,608
Net taxable loss 113,045 1,133,9751, 2 4 7, 0 2 0
–––
FY2021
OPENING
$
RECOGNISED IN
PROFIT OR LOSS
$
CLOSING
$
Intangibles (52,217) (99,754) (151,971)
Leases 16,030 (26,558) (10,528)
Accruals and employee benefits 39,974 9,480 49,454
Net taxable loss (3,787) 116 , 8 3 2 113,045
–––
8283
Note 7 — Income tax

Income tax policy
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.
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.
Cash and cash equivalents policy
Cash and cash equivalents comprises cash
balances and call deposits used by the Group in the
management of its short-term commitments.
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.
2022 $2021 $
Bank accounts5 ,9 3 2 , 5 5 8 1,413, 2 24
Total cash and cash equivalents5,932,558 1,413, 224
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.
8485
Note 7 — Income tax
8.1 Cash and cash
equivalents
8.1 Restricted cash

2022 $2021 $
Current
Trade receivables418,226191,079
Other receivables1,090,297174 , 613
Prepayments 3 2 7,10 1 192,265
1,835,624557,957
Non-Current
Trade receivables–18,057
Prepayments 128,304 –
128,30418,057
Total trade and other receivables1,963,928576,014
Bad debt expense of $252 (2021: $Nil) has been
recorded within other expenses in the statement of
comprehensive income.
Trade and other receivables policy
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.
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.
10 Property, plant
and equipment
8687
9 Trade and other
receivables
LEASEHOLD
IMPROVEMENTS
$
MOTOR
VEHICLES
$
FURNIT URE
AND
FITTINGS
$
PLANT AND
EQUIPMENT
$
TOTA L
$
Year ended 31 March 2022
Opening balance–37,9 0 4 22,201 19 4 , 0 62 254,167
Additions3 9, 20 8 –48,042 15 3 , 205 240,455
Additions through business acquisition–––47,9 21 47,921
Disposals––(9,757) (3 2 , 0 3 8) (41,795)
Total property, plant and equipment
at cost
39,208 3 7,9 0 4 60,486 36 3,15 0 50 0,74 8
Accumulated depreciation
Opening balance –11, 0 4 4 2,602 74 ,970 8 8,616
Disposals ––(1,976) (6 , 815 ) (8,791)
Depreciation expense 10, 69 8 7,9 6 0 4 ,785 119, 5 8 8 14 3,031
Total accumulated depreciation 10,698 19,004 5 , 411 18 7,74 3 222,856
Summary
Net carrying amount at 31 March 2021–26,860 19,599 119, 0 9 2 165,551
Net carrying amount at 31 March 202228,51018,900 55,075 175,407 2 7 7, 8 9 2

Property, plant and equipment policy
Recognition and measurement
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.
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.
Depreciation
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.
The depreciation rates for significant items of
property, plant and equipment are as follows:
Leasehold Improvements 7.00%
Motor Vehicles 21.00%
Furniture and Fittings 10.50%
Plant and Equipment 30.00% - 67.00%
Depreciation methods, useful lives and residual
values are reviewed at each financial year-end and
adjusted if appropriate.
Impairment
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.
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.
There was no impairment of assets recognised for
during the year.
8889
LEASEHOLD
IMPROVEMENTS
$
MOTOR
VEHICLES
$
FURNIT URE
AND
FITTINGS
$
PLANT AND
EQUIPMENT
$
TOTA L
$
Year ended 31 March 2021
Opening balance4 3 ,10 0 5 0, 078 16 , 5 0 0 126,041 235,719
Additions2 9, 5 72 –6,600 8 2 , 215 118,387
Disposals(72,672) (12 ,174) (8 9 9) (14 ,19 4) (99,939)
Total property, plant and equipment
at cost
–3 7,9 0 4 22,201 194,062 25 4 ,167
Accumulated depreciation
Opening balance 49 6 4,363 5 49 16 , 5 05 21,913
Disposals (8 , 2 24) (3 , 62 2) ( 73) (4 ,19 2) (16,111)
Depreciation expense 7, 7 2 8 10,303 2,126 62 , 65 7 82, 814
Total accumulated depreciation –11, 0 4 4 2,602 74,97088,616
Summary
Net carrying amount at 31 March 2020 42,604 4 5 ,715 15 ,951 109,536213, 806
Net carrying amount at 31 March 2021–26,860 19, 59 9 119,092165,551
Note 10 — Property, plant and equipmentNote 10 — Property, plant and equipment

RIGHT OF USE ASSETSBUILDINGS $TOTAL $
Year ended 31 March 2022
Opening balance287,465287,465
Additions1,722,9031,722,903
Make good provision6 4 ,14 36 4 ,14 3
Disposals (287,465) (287,465)
Total right of use assets at cost1,787,0461,787,046
Accumulated amortisation
Opening balance249,136249,136
Disposals(287,043)(287,043)
Amortisation expense 429,638 429,638
Total accumulated amortisation391,731391,731
Summary
Net carrying amount at 31 March 2021 38,329 38,329
Net carrying amount at 31 March 20221,395,3151,395,315
11 L e a s e s
RIGHT OF USE ASSETSBUILDINGS $TOTAL $
Year ended 31 March 2021
Opening balance791,534791,534
Remeasurement of right of use asset(402,451)(402,451)
Disposals (101,618) (101,618)
Total right of use assets at cost2 8 7, 4 6 52 8 7, 4 6 5
Accumulated amortisation
Opening balance62,71562,715
Disposals(43,551)(43,551)
Amortisation expense 229,972 229,972
Total accumulated amortisation249,136249,136
Summary
Net carrying amount at 31 March 2020728,819728,819
Net carrying amount at 31 March 202138,32938,329
9091
Note 11 — Leases

2022 $2021 $
Lease liabilities
Lease liability (current)506,99939,704
Lease liability (non-current)875,045–
Total lease liabilities1,382,04439,704

The interest rate applied to the initial lease liability was 4.20%.
The new lease liabilities have interest rates applied of 5.09% and 5.39%
The additions during the year relate to the Group entering into new leases for the New Zealand and Australian entities.
Leases policy
Recognition and Measurement
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 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 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.
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 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.
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.
9293
Note 11 — LeasesNote 11 — Leases

12 Intangible assets
AMOUNTS RECOGNISED IN STATEMENT OF
COMPREHENSIVE INCOME2022 $2021 $
Interest on lease liabilities53,1807,944
Depreciation on right of use assets429,638229,972
FUTURE LEASE PAYMENTS WERE AS FOLLOWS:2022 $2021 $
Within 1 year506,99939,704
1-2 years552,201–
2-3 years2 20,74 6–
3-5 years102,098–
Over 5 years––
Total future lease payments1,382,04439,704
RIGHT OF USE ASSETBUILDINGS
No. of right of use assets leased2
Range of remaining terms in months26-44
Average remaining term in months35
No. of leases with options to purchase–
No. of leases with termination options–
AMOUNTS RECOGNISED IN STATEMENT OF CASH FLOW2022 $2021 $
Interest on lease liabilities53,1807,944
Principal lease payments380,563289,494
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:
Impairment
The Right of use asset is regularly assessed for impairment.
SOFTWARE
$
CUSTOMER
RELATIONSHIPS
$
GOODWILL
$
TOTA L
$
Year ended 31 March 2022
Opening balance3,390,605456,016 9 95 , 691 4,842,312
Additions through business acquisition2,389,951–1,474,070 3,864,021
Additions 100,001––100,001
Total intangible assets at cost5,880,557456,0162 ,469,761 8,806,334
Accumulated amortisation
Opening balance892,6515 7, 0 0 2 –949,653
Amortisation expense 1,048,5564 5 , 6 0 2 –1,094,158
Total accumulated amortisation1,941,207102,604 –2,043,811
Summary
Net carrying amount at 31 March 2021 2,497,9543 9 9, 014 9 95 , 691 3,892,659
Net carrying amount at 31 March 20223,939,350353,412 2 ,469,761 6,762,523
9495
Note 11 — Leases

SOFTWARE
$
CUSTOMER
RELATIONSHIPS
$
GOODWILL
$
TOTA L
$
Year ended 31 March 2021
Opening balance 3,390,605456,016 9 95 , 691 4,842,312
Total intangible assets at cost3,390,605456,016995,691 4,842,312
Accumulated amortisation
Opening balance181,53011, 4 01–192,931
Amortisation expense 7 11,1214 5 , 6 01 –756,722
Total accumulated amortisation892,65157,002–949,653
Summary
Net carrying amount at 31 March 20203,209,075444,6159 95 , 691 4,649,381
Net carrying amount at 31 March 20212 , 4 9 7,9 5 4399,014 995,6913,892,659
Intangible assets policy
Recognition and policy
Goodwill is measured at cost less accumulated
impairment losses.
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.
Subsequent Expenditure
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.
Amortisation
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.
The estimated useful lives for current and
comparative periods are as follows:
Software 1 - 5 years
Customer Relationships 10 years
Impairment
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.
9697
Note 12 — Intangible assetsNote 12 — Intangible assets

14 Interest bearing
loans and borrowings
13 Trade and
other payables
2022 $2021 $
Current
Trade payables234,691232,279
Sundry payables101,04 41,082
Accruals268,872155,659
Employee benefits 908,102 392,489
1,512,709781,509
Non-current
Accruals6 4 ,14 3–
Total trade and other payables1,576,852781,509
Trade and other payables 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.
Employee benefits policy
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.
2022 $2021 $
Current
Vendor loan –235,580
ASB term loan 486,248 254,284
486,248 489,864
Non-current
ASB term loan 1,344,881 812,553
Callaghan R&D loan419, 59 2 407,594
1,764,473 1, 2 20,147
Total interest bearing loans and borrowings 2,250,721 1,710 , 011
CURRENCY
INTEREST
R ATE
M AT U RIT Y
DATE
2022 $2021 $
Vendor loan NZD10%17 July 2021–235,580
ASB term loan NZD5-6%
29 January 2025 -
30 October 2026
1, 8 31,12 9 1,066,837
Callaghan R&D loan NZD3%13 August 2030419, 59 2 407,594
2,250,721 1,710 , 011
Terms and repayment schedule
9899

15 Financial instruments
classification and risk
management
The face value and carrying value of the loans are
the same.
The Company has met all of its covenants during
the year and as at balance date.
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 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.
Note 14 — Interest bearing loans and borrowings
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.
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.
Financial assets and liabilities are classified into the
following categories:
Financial assets held at amortised cost
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):
• 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 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.
Financial assets held at amortised cost comprise:
cash and cash equivalents and trade and other
receivables.
Financial liabilities held at amortised cost
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.
100101

Impairment - financial assets
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.
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:
• 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.
Note 15 — Financial instruments classification and risk management
Market 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.
Interest rate risk
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.
Foreign exchange risk
The Group is not subject to material 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.
20222021

CHANGE IN
PROFIT/
(LOSS)
$
CHANGE IN
EQUITY
$
CHANGE
IN PROFIT/
(LOSS)
$
CHANGE IN
EQUITY
$
Variable interest rates +1% 17, 5 6 0 17, 5 6 0 10,66810,668
Variable interest rates -1% (18 , 014) (18 , 014) (10,668)(10,668)
Note 15 — Financial instruments classification and risk management
102103

Liquidity risk
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.
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.
LIQUIDITY PROFILE OF FINANCIAL ASSETS
6 MONTHS
$
6-12 MONTHS
$
1-5 YE ARS
$
Year ended 31 March 2022
Cash and cash equivalents5,932,558––
Trade and other receivables1,508,533––
Restricted Cash––98,604
7, 4 41, 0 91–98,604
Year ended 31 March 2021
Cash and cash equivalents1,413, 2 24––
Trade and other receivables365,692–18,057
1,778,916– 18,057
Note 15 — Financial instruments classification and risk management
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.
FINANCIAL LIABILITIES BASED ON
CONTRACTUAL CASHFLOWS DUE WITHIN
6 MONTHS
$
6-12 MONTHS
$
1-5 YE ARS
$
Year ended 31 March 2022
Trade and other payables1,512,709–6 4 ,14 3
Interest bearing loans and borrowings239,499246,7491,344,881
Related party payables7, 0 7 1––
Lease liabilities248,232258,767875,045
2 , 0 0 7, 511505,516 2,284,069
Year ended 31 March 2021
Trade and other payables781,509––
Interest bearing loans and borrowings363,211126,653812,553
Related party payables40,470––
Lease liabilities39,704––
Dividend payable30,380––
1,255,274126,653 812,553
Note 15 — Financial instruments classification and risk management
104105

16 Related party
For the year ended 31 March 2022
Key management personnel
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).
Other related parties
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.
Transactions involving related entities
The entities, the nature of the relationship and the
types of transactions which the Group entered into
during the period are detailed below:
RELATED ENTITYNATURE OF RELATIONSHIPTYPES OF TRANSACTIONS
ASB Bank LimitedShareholder
Funds advanced, convertible notes issued,
balances payable, cash at bank, shares
issued
F40 Developments LtdCommon ownershipSupplier of services
Independent VerificationCommon ownershipSupplier of services
Kerry FriendExecutive director, beneficial shareholderEmployment agreement, ESOP
Albertus Johannes SmithExecutive director, shareholderEmployment agreement, ESOP
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.
The following transactions and outstanding balances between related parties occurred during the year:
31 March 2022
PURCHASES/
SALARIES
$
BALANCES
PAYABLE
$
INTEREST
BEARING
LOANS
$
CASH
AT BA N K
$
CONVERTIBLE
NOTES
$
Related Party Entity
ASB Bank Limited––1,831,1295,825,531–
Independent Verification
Services Limited
74,4697, 0 7 1–––
F40 Developments Limited153,833––––
Key Management Personnel1,723,105––––
1,951,4077, 0 711,831,1295,825,531–
31 March 2021
PURCHASES/
SALARIES
$
BALANCES
PAYABLE
$
INTEREST
BEARING
LOANS
$
CASH
AT BA N K
$
CONVERTIBLE
NOTES
$
Related Party Entity
Technalise Limited59,6814,552–––
ASB Bank Limited––1,066,8371,314,6491,250,000
Prodoc Ltd––235,580––
Independent Verification
Services Limited
145,47511,914–––
F40 Developments Limited250,00024,004–––
Key Management Personnel1,570,267–––158,964
2,025,42340,4701,302,4171,314,6491,408,964
Note 16 — Related party
106107