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TWL – 30 September 2022 Half Year Results Announcement

Half Year Results16 November 2022TWLIndustrials

MARKET RELEASE
17 November 2022


2023 Half Year Results Announcement (Unaudited)

Trading revenue up 16% on 2H22 and up 34% on 1H22


TradeWindow (NZX: TWL) today announced unaudited financial results for the six months to

30 September 2022

1

, achieving a 16% increase in trading revenue largely as a result of

organic growth and also the acquisition of Rfider. Key highlights include:

 Trading revenue $2.4 million, up 16%

 Total income

2

$2.7 million, up 1%

 Gross margin 50%, no change

 Total expenses $8.6 million, up 5%

 EBITDA loss $5.9 million, up 7%

 Net loss after tax $7.1 million, up 18%

 Cash and cash equivalents $7.3 million

TradeWindow Chief Executive AJ Smith said: “TradeWindow continues to see encouraging

market demand for its solutions and has experienced continued increases in customer

numbers. We have made pleasing progress on our strategic priorities during the half,

including advancing our global trade platform, market penetration and revenue growth.

“Highlights include the milestones we are achieving to deliver our global trade platform and

releasing product enhancements. This includes the release of a new solution – ExpressDoc

– TradeWindow’s global export documentation tool. ExpressDoc is a key component of the

global trade platform.

“Large parts of the trading environment operate using paper-based and manual processes.

TradeWindow is at the forefront of a wave of digitisation for exporters, importers, customs

brokers and freight forwarders – helping them be more efficient, connected and

transparent.”

Financial update

Trading revenue was $2.4 million, up 16% on the second half of 2022 and up 34% on the first

half. Higher revenue reflected both organic growth from increased sales and contribution

from acquisitions. Excluding acquisitions made since 1 April 2022, trading revenue was up

14% on both the previous corresponding period and the prior period. Total income was $2.7

million, up 1%, reflecting timing of R&D grants which are subject to Inland Revenue’s

approval process.

Expenses reflect planned investments in market development and the global trade platform.

Total expenses were $8.6 million, up 5% from $8.1 million.


1

All comparisons are to the six months to 31 March 2022 unless otherwise stated

2

Total income includes government R&D grants.




TradeWindow’s EBITDA loss was $5.9 million, up 7%, and its net loss after tax was $7.1

million, up 18%, reflecting disciplined execution of planned investments.

TradeWindow’s average revenue per customer was up 13% in the past six months to $804

per month. Excluding Rfider, average revenue per customer was up 11%.

Gross margin was 50%, the same as the prior year and reflecting an ongoing focus on

operational efficiency and scale.

Business highlights

Mr Smith said: “We achieved an encouraging number of new sales in the first half and are

continuing to build customer diversity across geographies and sectors including dairy,

forestry, meat, wine, manufacturing, seafood, horticulture, and seed and grain. These wins

will be reflected in revenue in future periods as adoptions and implementations occur. We

have been working with customers to have the right systems in place to increase the speed

of onboarding.”

New Zealand continued to perform solidly, with trading revenue up 17%. Cube customers

further increased from 16 to 19 during the period, with an additional 20 Cube customers won

during the half with revenues expected to come on stream in future periods. Following the

balance date, we have entered into a partnership, which includes a reseller agreement, with

the Employers and Manufacturers Association to help upskill exporters.

“We continue to focus on establishing ourselves in the Australian market, where revenue

was up 14%. Our focus continues to be on expanding our product coverage in Australia to

support sales efforts and revenue growth.

“We are also laying the groundwork in Asia with the appointment of sales agencies in

Thailand, Indonesia and the Philippines, which are showing early positive signs.

Rfider acquisition and integration

“TradeWindow acquired Rfider during the period. This is the fourth acquisition by

TradeWindow in the past 18 months and another successful example of our ability to

acquire and integrate diverse businesses that accelerate our strategy. We are seeing

encouraging interest in the rebranded Rfider product Assure+. This is a mobile-device based

solution able to be rapidly deployed in complex supply chains to provide traceability all the

way back to the points of cultivation and production.”

As ESG (Environmental, Social & Governance) expectations on food producers continue to

grow, TradeWindow’s existing and potential customers are seeking ways, such as with

Assure+, to prove where their food comes from and provide visibility all the way from the

paddock to the plate. In New Zealand, new mandatory climate-related disclosure laws will

require approximately 200 large entities and their directors, including exporters and

importers, to disclose climate risks.

Following the balance date, a global partnership agreement has been announced with

FoodChain ID, a leading provider of technology-enabled food safety, quality and

sustainability solutions for the food and agricultural industry. Under the partnership, Assure+

will be available to FoodChain ID's 30,000 clients as an integrated solution. The signing of this

agreement coincided with TradeWindow making its first fulltime permanent staff

appointment in the United States.




Capital management

At 30 September, TradeWindow’s cash balance was $7.3 million. Average monthly cash

outflow, excluding acquisition transactions, was in line with expectations at $1.0 million,

reflecting planned investments and disciplined cost management.

The future growth and success of TradeWindow relies on ongoing investment with a

particular focus on building the global trade platform. TradeWindow continues to monitor

and assess its capital needs.

Outlook

TradeWindow is experiencing encouraging demand for its products and in the six months to

30 September won a large number of contracts that include implementations.

Many of these implementations are continuing and as a result recurring revenue from these

new wins will be realised in future periods.

TradeWindow is focused on accelerating the opportunity presented by the partnership with

FoodChain ID.

While TradeWindow continues to 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, this will be

inclusive of Rfider revenue, which is performing in line with expectations.

Without including the Rfider revenue, guidance would have been at the lower end of the

ranges.

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.

Webcast

TradeWindow will host a webcast at 11am this morning NZT on the interim results.

Participants can register for the conference by navigating to https://s1.c-

conf.com/diamondpass/10026564-wdyf5z.html

The webcast can be accessed using the same link.

Released for and on behalf of TradeWindow by:

Deidre Campbell

Chief Financial Officer


ENDS

About TradeWindow:

Founded in December 2018, TradeWindow is an NZX-listed software company that provides digital solutions for exporters,

importers, freight forwarders, and customs brokers to drive productivity, increase connectivity, and enhance visibility.

TradeWindow’s software solutions integrate to form a cohesive digital trade platform that enables customers to more

efficiently run their back-end operations, share information and securely collaborate with a global supply chain made up of

customers, ports, terminals, shipping lines, banks, insurance companies, and government authorities.

www.tradewindow.io

Further information:




Investors

Andrew Balgarnie

TradeWindow

+64 27 227 3541

Media

Coran Lill

The Project

+64 27 342 3836

---

Investor presentation
Financial results for the six months to 30 September 2022

Investor presentation 2
This presentation has been prepared by Trade Window Holdings Limited (TradeWindow). All information is current at the date of this

presentation, unless stated otherwise. All currency amounts are in NZ dollars unless stated otherwise.

Disclaimer

Information in this presentation:


is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of securities in

TradeWindowfor the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial product, or investment advice;


should be read in conjunction with, and is subject to TradeWindow’sFinancial Statements and Annual Reports, market releases and information published on

TradeWindow’swebsite (tradewindow.io);


includes forward-looking statements about TradeWindowand the environment in which TradeWindowoperates, which are subject to uncertainties and contingencies

outside TradeWindow’scontrol –TradeWindow’sactual results or performance may differ materially from these statements, particularly as a result of the impacts of

Covid-19;


includes statements relating to past performance information for illustrative purposes only and should not be relied upon as (and is not) an indication of future

performance;


may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to theaccuracy or completeness of such

information; and


non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial information

presented by other entities. The non-GAAP financial information included in this release has not been subject to review by auditors. Non-GAAP measures are used by

management to monitor the business and are useful to provide investors to access business performance.

Investor presentation 3
Agenda

Financial results overview

Progress against our strategy

Financial overview

Summary and outlook

5

9

14

22

AJ Smith

CEO & Director

Deidre Campbell

Chief Financial Officer

Investor presentation 4
The global trade problem (and opportunity)

Processes that currently support the global trade finance ecosystem are

labourintensive and predominantly paper-based. A single transaction

often requires the interaction of more than 20 entities, andinvolves

between 10 and 20 paper documents and 5,000 data field

exchanges.They are estimated to generate four billion pages of

documents annually.

Only 1% of these interactions create value, with 85-90% of the

transactions consisting of ignore/transmit to the next party actions

-Boston Consulting Group reports

1

1

Digital Ecosystems in Trade Finance (2019) & Digital Innovation in Trade Finance: Have WeReached a Tipping Point (2017)

Investor presentation 5

16% increase in trading revenue as a result of organic growth

and prior acquisitions.34% increase on1H 22.


Encouraging market demand for solutions-continued increases

in customer numbers.


Pleasing progress on strategic prioritiesincludingadvancingthe

global platform and releasing enhancements.


Successful completion and integration ofRfider. Announcement

of FoodChainID and EMA partnerships following balance date.

Solid business momentum and progress

Investor presentation 6
Key performance indicators

Trading

revenue

Up 16%; up 34% on 1H22

$2.4m

Customers

Up 28 on FY22 (organic 19, acquired 9)

482

Average Revenue

Per Customer

Up 13% on FY22(Organic ARPC up 11%)

$804 pm

Gross Margin

50%

Customer

retention rate

98%

% of expenses

R&D and

Commercialisation

58%

Note, all comparisons are against 2H22 unless otherwise indicated.

No change

Up 4 ppt

Up 7 ppt on FY22

$000
H1 FY23

6 months

H1 FY22

6 months Change %

H2 FY22

6 months Change %

Revenue

Trading revenue2,4071,80234%2,07516%

Other income274429-36%571-52%

Total income2,6812,23120%2,6461%

Costs

Total expenses8,5616,29036%8,1345%

Profit (Loss)

EBITDA

1

(5,880)(4,059)45%(5,488)7%

Net loss after tax(7,061)(4,832)46%(5,992)18%

Cash Position

Cash and cash equivalents7,30612,278-40%5,93323%

Average monthly cash outflow

2

(959)(624)54%(1,058)-9%

Average Revenue per Customer

Total80471812%70614%

Investor presentation 7

Financial summary

1

Earnings before interest, tax, depreciation & amortisation

2

Average monthly cashflow excludes capital raise and acquisition transactions

Investor presentation 8
Momentum in new sales, global trade platform

Business highlights

New sales driving strength in geographic and

sector diversity.

Global trade platform on track. Global

documentation solution ExpressDocreleased.

Laying groundwork in Asia with sales agencies in

place in Thailand, Indonesia and the Philippines.

Rfider joined TradeWindow. Assure+ provides

traceability across complex supply chains and

supports ESG demands. FoodChainID and

EMApartnerships signed post 30 September.

•19 new customers in A&NZ

(excludes Rfidercustomers)

•19 mid-market and enterprise

customers now on Cube. Additional

20Cube customers won during half.

Customers

•Advanced progresson global trade

platform

•ExpressDoclaunched

•114 product enhancements in 1H 23.

Product

•Increased presence and focus in

Australia and Asia and US

beachhead

•NZ standout performance in half.

Geography

•Rfiderdelivering capability to clients

in traceability, supporting increasing

ESG responsibilities

Acquisitions

Progress against our strategy

Investor presentation 10
A global platform for end-to-end digital trade

Permissioned access to

trusted data needed by

supply chain partners to

deliver their service

Data demand

Software to capture,

format and aggregate

data to meet trade

compliance requirements

Data supply

Investor presentation 11
Pleasing progress on building the global trade platform

Released global documentation system

ExpressDoc(beta)

Released TradeWindowPay (beta)

Released end-to-end ocean freight bookings

Upgraded SpeEDIand TradeWindowOrigin to

reflect TradeWindowdesign standards

Adopted UN data standards

Achievements in 1H FY2023

•TradeWindowFreightweb version first commercial

release

•Enhancing ecosystem to support trade routes and

ERPs

•Introduce air freight bookings

•Expanded countries for ExpressDoc(incl. export

declarations where regulations allow)

•Building common web platform with single sign-on

•First commercial release of global trade platform

FY2024/FY2025 focus

•ExpressDocfirst commercial release; process

and featureenhancements

•Additional integration intoports, shipping lines,

freight rates and import declarations

•Expanding jurisidictionsfor issuance of

certificates of origin

•TradeWindowPay first commercial release

•Consistent platform UX improvements

•Upgrading TradeWindowFreight to web

version (beta)

2H 2023 focus

Investor presentation 12
Partnership agreement announced in October 2022, follows Rfideracquisition

U.S. footprint secured with FoodChainID

Over 30,000 companies across the global supply chain rely on

FoodChainID as their trusted partner to navigate the increasingly

regulated food economy with greater transparency, safety and

sustainability. By providing clients with technology-enabled solutions

supported by the industry's most comprehensive data and

knowledgeable experts, FoodChainID is an essential source of timely,

accurate information and expertise.

•TradeWindow has staked a position in the huge U.S. and

European food assurance market, announcing a partnership

with FoodChain ID.

•Agreement is for TradeWindow's Assure+ solution (previously

Rfider) to be available to FoodChain ID's 30,000 clients as an

integrated solution.

•Assure+ helps FoodChain ID's clients to meet growing ESG

expectations and higher levels of transparency,

accountability, safety and sustainability across the supply

chain.

•FoodChain ID has offices in 14 countries, so agreement

amplifies TradeWindow's progress over and above the new

wine, honey and coffee customers already gained in Australia,

South America, UK and theUS since completing the Rfider

acquisition.

•Appointment of US-based business development manager to

support FoodChain ID relationship and to grow the U.S.

market.

From raw materials to finished goods Assure+ helps supply chain

participants to achieve improved operations, sustainability and

customer value through traceability, transparency and transformation.

The Assure+ platform allows businesses to identify, track and trace

elements of a product or substance as it moves along the supply chain

from raw goods to finished products. It also provides transparency with

digital certifications, auditing tools and real-time Co2e calculations.

Investor presentation 13
People & Culture

•Total FTE equivalent at30 September 2022 was 101.

•12of these werenew roles as part of planned

investments, with 9 being research & development

roles.

•A key focus has beenfaster employee hiring and

onboarding of quality candidates. Hires in United

States, Philippines and India made in this period.

•Movement of select non-strategic roles to Philippines

after natural attrition is giving access to bigger talent

pool and is proving to be an efficient use of resources.

FTE equivalent by countryFTE equivalent by team

14%

18%

19%

49%

Number of people by gender

2

2

Actual number of employees, not FTE equivalent

1

Reported as Cost of Goods Sold in financial statements

1

Financial overview

Income Statement $000
H1 FY23

6 months

H1 FY22

6 months Change %

H2 FY22

6 months Change %

Trading revenue2,4071,80234%2,07516%

Other income274429-36%571-52%

Total income2,6812,23120%2,6461%

Employee benefits expense6,5324,82435%6,0069%

Other expenses2,0291,46638%2,128-5%

Total expenses8,5616,29036%8,1345%

EBITDA

1

(5,880)(4,059)45%(5,488)7%

Depreciation & amortisation1,13371259%95619%

Net finance expenses4861-20%109-56%

Income tax000%(560)-100%

Net loss after tax(7,061)(4,832)46%(5,992)18%

Investor presentation 15

Financial performance


Trading revenue up 16% to $2.4m,

excludingacquisition up 14%


Employee costs up 9% to $6.5m, driven by

planned investment in new employee

resources and employees who have joined

through acquisitions


Other expenses reduced 5% to $2.0m

reflecting the initial listing-related costs in

2H22. Other expenses in the period included

ongoing publicly-listed company compliance

costs


Depreciationand amortisationup 19% -

reflects acquired intangible assets.

1

EBITDA –Earnings before interest, tax, depreciation & amortisation

Trading revenue up 16% driven by organic growth and acquisitions

Revenue by type $000
H1 FY23

6 months

H1 FY22

6 months Change %

H2 FY22

6 months Change %

Transactional1,11467066%95217%

Subscription 99274733%84517%

Services107155-31%7544%

Installation193231-16%204-5%

Total trading revenue2,4071,80234%2,07516%

Other income274429-36%571-52%

Total income2,6812,23120%2,6461%

Trading revenue by country $000

H1 FY23

6 months

H1 FY22

6 months Change %

H2 FY22

6 months Change %

New Zealand1,5351,04946%1,30717%

Australia83071716%72914%

Asia423615%397%

Total trading revenue2,4071,80234%2,07516%

Investor presentation 16

Revenue by type and country


Organic trading revenue growth of 14% delivered

the majority ofgrowth in revenue -driven by

sales of Freight, Prodocand Cube to new and

existing customers.


Other income—application underway for R&D

grants.Timing and amount of any payments are

subject to government processes and

decisions.


High recurring, stable revenue with transactional

and subscription revenueforming 87% of trading

revenue.


Continued focusinhome market of New

Zealand while good progress in Australia and

Asia.

Sustainable revenue growth –both organic and acquired

Organic business
H1 FY23

6 months

FY22

12 monthsChange %

Subscriber

1

customer nos. period end4724544%

Ave Subscriber customer nos.46541811%

Ave monthly revenue per customer79471211%

Ave monthly revenue per customer

H1 FY23

6 months

FY22

12 monthsChange %

Subscriber customer revenue $000

1

2,2633,565-

Subscriber customer nos. period end4824546%

Ave Subscriber customer nos.47041812%

Ave monthly revenue per customer80471213%

Acquired business

H1 FY23

6 months

FY22

12 monthsChange %

Subscriber customer nos. period end10--

Ave Subscriber customer nos.5--

Ave monthly revenue per customer877--

Investor presentation 17

Average revenue per customer

(per month)


Increased monthly average revenue per

customer (ARPC) for organic business –up

11%


Higher ARPC for acquired business–lifting

overall average


Overall ARPC increased 13% reflecting

increased quality sales to existing customers

and the acquisition quality of Rfider.

1

Subscriber customers are those that are licensing TradeWindow’s software and generate monthly subscription revenue.

These customers may also generate transaction, services & installation revenues. It excludes certificate and other revenue.

ARPC up for both organic and acquired businesses

Employee benefits expense $000
H1 FY23

6 months

H1 FY22

6 months Change %

H2 FY22

6 months Change %

Cost of goods sold90365937%8259%

Research & Development2,6921,89342%2,6990%

Sales & Marketing1,52588373%1,08840%

General and Administration1,4131,3892%1,3941%

Total employee benefits expense6,5324,82435%6,0069%

Other expenses $000

H1 FY23

6 months

H1 FY22

6 months Change %

H2 FY22

6 months Change %

Cost of goods sold29019251%2678%

Research & Development26117748%124110%

Sales & Marketing44831941%24186%

General and Administration1,03077832%1,496-31%

Total other expenses2,0291,46638%2,128-5%

Staff nos. (FTE)

H1 FY23

6 months

H1 FY22

6 months Change %

H2 FY22

6 months Change %

Cost of goods sold181337%177%

Research & Development503255%4122%

Sales & Marketing201623%1718%

General and Administration141310%15-2%

Total staff nos. (FTE)1017437%8914%

Investor presentation 18

Operating expenses / staff numbers


Previously signaled investment in headcount.

Disciplined approach to hiring and expenses

including ensuring hires support scale and

efficiency goals.


Establishing team in Manilla,providingnew

channel of talent including software

development and customer support.


R&D staff costs were flat at $2.7 million

following scale up in prior period withsales &

marketing staff costs up 40% reflecting

investment in sales capability.


Other expensesup with G&A costs

reflectingongoing costs of being NZX listed

company.


No R&D cost capitalisedto balance sheet.

Reflect planned investments and disciplined execution

$000s
H1 FY23

6 months

FY22

12 monthsChange %

Movements

Current Assets8,6687,85210% Cash balance $7.3m up $1.4m on last year end

Non-Current Assets15,3638,66377% Acquired Software $3.0m & Goodwill $4.8m

Total Assets24,03216,51546%

Current Liabilities5,7892,96795% Acquisition contingent consideration $2.4m

Non-Current Liabilities4,8742,70480% Acquisition contingent consideration $2.2m

Total Liabilities10,6635,67088%

Net Assets13,36910,84523%

Total Equity13,36910,84523%Capital raise net of costs $9.6m

Investor presentation 19

Capital injection and acquisitions drive lift in total assets

Balance sheet

$000s
H1 FY23

6 months

H1 FY22

6 months Change %

H2 FY22

6 months Change %

Operating Activities

Cash Received from Customers2,3102,07711%1,96218%

Cash Paid to Suppliers and Employees(8,499)(5,437)56%(7,766)9%

Income Tax Received536(3) -16777%(5) -11532%

Grant Income495511-3%165200%

Operating net cash flow(5,157)(2,852)81%(5,643)-9%

Investing net cash flow(2,518)(1,014)148%(947)166%

Financing cash flow9,04814,731-39%2453594%

Net Change in Cash1,37310,865-87%(6,346)-122%

Opening Cash5,9331,413320%12,278-52%

Closing Cash7,30612,278-40%5,93323%

Average monthly cash outflow

1

(959)(624)54%(1,058)-9%

Investor presentation 20

Cashflow


Balance date cash and cash equivalents of

$7.3m.


Key activity during the period:


Operating activity:

•Cash from customers up 18%

•Income tax –R&D tax loss cash out received


Investing activity:

•Rfidersettlement payment$2.5 m


Financing activity :

• Capital raising (less costs) $9.6 m

• Loansrepayments including interest -$0.3m

• Lease payments including interest-$0.3m

Balance date cash and cash equivalents of $7.3m

1

Average monthly cashflow excludes capital raise and acquisition transactions

H1 FY23
6 months

FY22

12 monthsChange %

Predominant brand

Transactional revenues $0009691,342Prodoc/Cube + Speedi

Ave Transactional customer nos.20115926%

Ave monthly Transactional revenues per segment customer81170216%

Subscription revenues $0009921,593Prodoc/Cube + Freight + Assure+

Average Subscription customer numbers4033893%

Ave monthly Subscription revenues per segment customer41134120%

Service revenues $000107195Prodoc/Cube + Freight

Average Service customer numbers4033893%

Ave monthly Service revenues per segment customer44427%

Installation revenue $000193434Prodoc

Total Install customer numbers2326-12%

Average Install revenues per new customer (one off)15,89516,699-5%

Total Group Subscriber

1

revenues $0002,2633,565

Total Subscriber customer nos.47041810%

Total avemonthly revenue per customer80471216%

Certificate & other revenue143313

Total trading revenue2,4073,878

Investor presentation 21

Average revenue per customerby revenue type

(per month)

1

Subscriber customers are those that are licensing TradeWindow’s software and generate monthly subscription revenue.

These customers may also generate transaction, services & installation revenues. It excludes certificate and other revenue.

Summary and outlook

Investor presentation 23
Summary

•Encouraging demand for our solutionsincluding those from recent

acquisitions.

•Clear progress on strategic priorities, advancing global trade platform and

delivering product enhancements

•Diversified customer base, increasing sales to existing customers

•Focused on operational efficiency and delivering scaled products and

solutions

•Ongoing investment required to achieve growth ambitions.

FY23 outlook
Investor presentation 24

TradeWindow is experiencing encouraging demand for its products and in

the six months to 30 September won a large number of contracts that

include implementations.

Many of these implementations are continuing and as a result recurring

revenue from these new wins will be realised in future periods.

TradeWindow is focused on accelerating the opportunity presented by the

partnership with FoodChain ID.

While TradeWindow continues to 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, this will be inclusive of Rfider revenue, which is

performing in line with expectations.

Without including the Rfider revenue, guidance would have been at the

lower end of the ranges.

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.

Q&A

Appendix

Capital Raise FY23 27
TradeWindow is the developer of innovative software solutions used by exporters, importers, freight forwarders, customs brokers

Company overview

Where we have customers

Remote staff

Offices

Team of 101

1

subject matter experts spanning

sixcountries

Proven solutions with material revenue streams

Global partner ecosystem

1.FTEs as at 30 September 2022

2.Customers as at 30 September 2022

Customer base of 482

2

organisations

Largeaddressablemarket

Investor presentation 28
Our customers include exporters, importers, freight forwarders and customs brokers

450+ organisationsuse our technology

Top 10 Customers % of trading revenueCustomer base by sector

Note, logos don’t correspond to top 10 customers.

Capital Raise FY23 29
TradeTech is an emerging market with initial solutions displacing

manual paper-based processes, emails and spreadsheets

Our opportunity

Productivity

Integration of operational

systems for superior efficiency

Connectivity

Secure collaboration & sharing

through a fully integrated system

Visibility

Differentiated quality assurance

and provenance

1

Source: https://www.marketsandmarkets.com/Market-

Reports/food-traceability-market-103288069.html

2

Calculated from the TEU volumes published by the United Nations

Statistics Division.

3

Cross-sales of Cube to existing customers have achieved an

increase in ARPC of over 100%.

4

Calculated from the TEU volumes published by United Nations

Statistics Division and trade compliance and processing costs

published by the World Bank.

Estimate for TradeTechsolutions is based on volume of shipments

(TEUs) multiplied by trade compliance costs for each market

Cross-sales to date have proven that value added services beyond trade

compliance can be monetised with at least a 100%

3

increase in ARPC

Demand for food traceability solutions is estimated to be worth

$27 billion

1

worldwide

Investor presentation 30
Our strategy

Trusted digital trade facilitation delivered through a global trade platform

that connects our customers with their supply chain ecosystem

End-to-end connectivity

across global supply

chains

Our vision

To make global supply

chains more productive,

connected and visible

Our mission

Strategic summary

Our strategic priorities

Market penetration

Build on the

foundations of our

acquired customer

base across A/NZ, and

expand into Asia & US

Market penetration

Build on the

foundations of our

acquired customer

base across A/NZ, and

expand into Asia & US

Land

Add customer value

Build trusted

relationships with our

existing customers;

with market leading

brands taking up Cube

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

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

Build capability

Create and maintain an

environment focused

on performance,

innovation and

accountability

Grow

PeopleUnify

Accelerate growth

Continue to look for ways to accelerate our strategic priorities and growth through targeted acquisition

Accelerate growth

Continue to look for ways to accelerate our strategic priorities and growth through targeted acquisition

Acquire

Investor presentation 31
Our product strategy

Acquire and build key solutions needed to

deliver end-to-end digital trade

Converge solutions through secure cloud

hosting, API connectivity and using common

data and services

Network of networks that connects all

parties across the supply chain ecosystem

Connectivity

Productivity

Visibility

We are herePhase 2Phase 3

Global trade

platform

Connectivity

Productivity

Visibility

Suite of solutionsConverged solutionsGlobal trade platform

We’re converging proprietary and acquired solutions into a single global trade platform

---

Trade Window Holdings Limited
Interim Financial Statements

For the six months ended

30 September 2022

Contents
Page

1

2

3

4-5

6-8

9

10-17

Consolidated condensed statement of cash flows

Notes to the consolidated condensed financial statements

Directors' declaration

Consolidated condensed statement of comprehensive income

Trade Window Holdings Limited

Table of contents

Consolidated condensed statement of financial position

Consolidated condensed statement of changes in equity

For the six months ended 30 September 2022

Directory

-
-

Signed in accordance with a resolution of the Directors.

Dated:17 November 2022Dated:17 November 2022

Alasdair MacLeodAJ Smith

Trade Window Holdings Limited

Directors' declaration

For the six months ended 30 September 2022

The board of Directors are pleased to present the consolidated condensed financial statements of the

Group for the six months ended 30 September 2022.

comply with New Zealand generally accepted accounting practice and present fairly the

financial position of the Group as at 30 September 2022 and the result of operations for the 6

months ended on that date;

have been prepared using the appropriate accounting policies, which have been consistently

applied and supported by reasonable judgements and estimates.

In the opinion of the Directors of Trade Window Holdings Limited, the consolidated condensed financial

statements and notes, on pages 3 to 17:

The Directors believe that proper accounting records have been kept which enable, with reasonable

accuracy, the determination of the financial position of the Group and facilitate compliance of the financial

statements with the Financial Reporting Act 2013.

The Directors consider that they have taken adequate steps to safeguard the assets of the Group, and to

prevent and detect fraud and other irregularities. Internal control procedures are also considered to be

sufficient to provide reasonable assurance as to the integrity and reliability of the financial statements.

1

Incorporation Number
8233653

Principal Activities:

Registered OfficeTradeWindow Company Secretary

Level 4, Partners Life House

33-45 Hurstmere Road, Takapuna

Auckland 0622

New Zealand

Directors:Albertus Johannes Smith

Kerry Michael Friend

Philip John Norman

Diana Marie Puketapu

Alasdair (Alexander) John MacLeod

Auditor:

KPMG

KPMG Centre

18 Viaduct Harbour Avenue

Auckland 1010

New Zealand

Trade Window Holdings Limited

Directory

For the six months ended 30 September 2022

Develop and commercialise technology solutions that provide

international trade participants with a secure platform and tools to

establish trust and trade globally in an efficient manner across

interconnected networks

There have been no significant changes in the nature of these

activities during the six months ended 30 September 2022.

The Directors were in office for the whole period unless otherwise

stated.

2

6 months to 6 months to 12 months to
30-Sep-2022 30-Sep-2021 31-Mar-2022

NotesUnauditedUnauditedAudited

$$$

Revenue32,407,203 1,802,227 3,877,617

Other income273,999 428,981 999,330

2,681,202 2,231,208 4,876,947

Employee benefits expense(6,532,364) (4,824,456) (10,830,303)

Depreciation and amortisation(1,133,210) (712,122) (1,666,826)

Other expenses(2,028,742) (1,465,728) (3,593,903)

(7,013,114) (4,771,098) (11,214,085)

Net finance expense(48,331) (60,652) (169,673)

Loss before income tax(7,061,445) (4,831,750) (11,383,758)

Income tax- - 560,000

Net loss after tax(7,061,445) (4,831,750) (10,823,758)

Exchange differences on translating foreign operations(19,304) 3,220 136

Total comprehensive loss for the year(7,080,749) (4,828,530) (10,823,622)

Earnings (loss) per share

Basic earnings (loss) per share $(0.07) (0.57) (0.13)

Diluted earnings (loss) per share $(0.07) (0.57) (0.13)

Trade Window Holdings Limited

Consolidated condensed statement of comprehensive income

For the six months ended 30 September 2022

Items that are or may be reclassified

subsequently to profit or loss

The above information is to be read in conjunction with the notes to the consolidated

condensed interim financial statements.

3

As atAs atAs at
30-Sep-2022 30-Sep-2021 31-Mar-2022

NotesUnauditedUnauditedAudited

$$$

7,305,544 12,278,148 5,932,558

1,205,438 626,204 1,835,624

30,080 1,554 6,244

127,419 33,753 77,809

8,668,481 12,939,659 7,852,235

125,131 10,087 128,304

280,962 343,865 277,892

1,141,963 1,109,989 1,395,315

413,711,422 5,831,823 6,762,523

103,862 - 98,604

15,363,340 7,295,764 8,662,638

24,031,821 20,235,423 16,514,873

1,764,843 1,239,672 1,512,709

677,100 337,995 486,248

- - 7,071

539,142 378,265 506,999

102,376,000 - -

431,438 393,034 453,605

5,788,523 2,348,966 2,966,632

Trade Window Holdings Limited

Consolidated condensed statement of financial position

As at 30 September 2022

Income tax receivable

Intangible assets

Contract assets

Non-current assets

Property, plant and equipment

Trade and other receivables

Right of use assets

Assets

Current Assets

Total assets

Liabilities

Current liabilities

Cash and cash equivalents

Trade and other receivables

Restricted cash

Contract liabilities

Trade and other payables

Lease liabilities

Interest bearing loans and borrowings

Related party payables

Contingent consideration

The above information is to be read in conjunction with the notes to the consolidated

condensed interim financial statements.

4

As atAs atAs at
30-Sep-2022 30-Sep-2021 31-Mar-2022

NotesUnauditedUnauditedAudited

$$$

Trade Window Holdings Limited

Consolidated condensed statement of financial position

As at 30 September 2022

65,004 48,000 64,143

1,346,843 1,403,713 1,764,473

102,180,000 - -

616,596 702,083 875,045

10666,000 - -

4,874,443 2,153,796 2,703,661

10,662,966 4,502,762 5,670,293

13,368,855 15,732,661 10,844,580

Share capital941,051,247 30,310,310 31,333,484

Retained earnings(27,646,645) (14,593,192) (20,585,200)

Foreign currency translation reserve(85,999) 15,543 7,574

Share based payments reserve1150,252 - 88,722

13,368,855 15,732,661 10,844,580 Total equity

Non-current liabilities

Lease liabilities

Total liabilities

Net assets

Equity

Contingent consideration

Deferred income tax liability

Trade and other payables

Interest bearing loans and borrowings

The above information is to be read in conjunction with the notes to the consolidated

condensed interim financial statements.

5

Notes Issued capital
Retained

earnings

Equity

components

of convertible

notes

Foreign

currency

translation

reserve

Share based

payment

reserve

Total

$

$

$

$

$

$

Balance at 1 April 2021

6,147,047


(9,761,442)


6,818,964


4,946


284,625


3,494,140


Comprehensive expense for the yearLoss for the year

-


(4,831,750)


-


-


-


(4,831,750)


Other comprehensive income/(expense)

-


-


-


3,220


-


3,220


-


(4,831,750)


-


3,220


-


(4,828,530)


Transactions with owners of the companyIssue of capital/dividend to shareholders

9

14,999,974


-


-


-


-


14,999,974


Adjustment to foreign currency

-


-


-


7,377


-


7,377


Maturity of convertible notes

9

6,818,964


(6,818,964)


-


-


Share issue on business acquisitions

1,628,037


-


-


-


-


1,628,037


Share options exercised

9

716,288


-


-


-


-


716,288


Equity-settled share based payments

-


-


-


-


(284,625)


(284,625)


24,163,263


-


(6,818,964)


7,377


(284,625)


17,067,051


Balance at 30 September 2021 - Unaudited

30,310,310


(14,593,192)


-


15,543


-


15,732,661


Trade Window Holdings Limited

Consolidated condensed statement of changes in equi

ty

For the six months ended 30 September 2022

The above information is to be read in conjunction

with the notes to the consolidated

condensed interim financial statements.

6

Notes Issued capital
Retained

earnings

Equity

components

of convertible

notes

Foreign

currency

translation

reserve

Share based

payment

reserve

Total

$

$

$

$

$

$

Trade Window Holdings Limited

Consolidated condensed statement of changes in equi

ty

For the six months ended 30 September 2022

Balance at 1 April 2022

31,333,484


(20,585,200)


-


7,574


88,722


10,844,580


Comprehensive expense for the yearLoss for the year

-


(7,061,445)


-


-


-


(7,061,445)


Other comprehensive income/(expense)

-


-


-


(19,304)


-


(19,304)


-


(7,061,445)


-


(19,304)


-


(7,080,749)


Transactions with owners of the companyIssue of capital/dividend to shareholders

9

9,628,892


-


-


-


-


9,628,892


Adjustment to foreign currency

-


-


-


(74,269)


-


(74,269)


Share options exercised

9

88,871


-


-


-


-


88,871


Equity-settled share based payments

-


-


-


-


(38,470)


(38,470)


9,717,763


-


-


(74,269)


(38,470)


9,605,024


Balance at 30 September 2022 - Unaudited

41,051,247


(27,646,645)


-


(85,999)


50,252


13,368,855


The above information is to be read in conjunction

with the notes to the consolidated

condensed interim financial statements.

7

Notes Issued capital
Retained

earnings

Equity

components

of convertible

notes

Foreign

currency

translation

reserve

Share based

payment

reserve

Total

$

$

$

$

$

$

Trade Window Holdings Limited

Consolidated condensed statement of changes in equi

ty

For the six months ended 30 September 2022

Balance at 1 April 2021

6,147,047


(9,761,442)


6,818,964


4,946


284,625


3,494,140


Comprehensive expense for the yearLoss for the year

-

(10,823,758)


-


-


-

(10,823,758)


Other comprehensive income/(expense)

-


-


-


136


-


136


-

(10,823,758)


-


136


-

(10,823,622)


Transactions with owners of the companyIssue of capital/dividend to shareholders

9

15,092,532


-


-


-


-


15,092,532


Adjustment to foreign currency

-


-


-


2,492


-


2,492


Maturity of convertible notes

9

6,818,964


-


(6,818,964)


-


-


-


Share issue on business acquisitions

2,353,037


-


-


-


-


2,353,037


Share options exercised

9

921,904


-


-


-


-


921,904


Equity-settled share based payments

-


-


-


-


(195,903)


(195,903)


25,186,437


-


(6,818,964)


2,492


(195,903)


18,174,062


Balance at 31 March 2022 - Audited

31,333,484


(20,585,200)


-


7,574


88,722


10,844,580


The above information is to be read in conjunction

with the notes to the consolidated

condensed interim financial statements.

8

6 months to 6 months to 12 months to
Notes 30-Sep-2022 30-Sep-2021 31-Mar-2022

UnauditedUnauditedAudited

$$$

Operating activities

2,310,087 2,077,417 4,039,791

(8,498,855) (5,437,409) (13,203,825)

536,164 (3,215) (7,905)

495,354 510,783 676,126

Net cash to operating activities13(5,157,250) (2,852,424) (8,495,813)

Investing activities

(101,343) (201,779) (240,455)

28,536 - 4,707

- - (100,001)

10(2,500,000) (813,445) (1,538,445)

- - (98,604)

54,737 1,683 12,106

Net cash used in investing activities(2,518,070) (1,013,541) (1,960,692)

Financing activities

(32,800) (19,372) (53,180)

99,628,892 15,000,000 15,000,000

(232,793) (394,318) (616,288)

(250,882) (208,093) (380,563)

142 - 910

- 420,000 1,145,000

- (30,380) (30,380)

(64,253) (36,948) (89,660)

Net cash flows from financing activities9,048,306 14,730,889 14,975,839

Net change in cash and cash equivalents1,372,986 10,864,924 4,519,334

5,932,558 1,413,224 1,413,224

7,305,544 12,278,148 5,932,558

Cash and cash equivalents at the end of

the financial year

Interest paid on lease liability

Trade Window Holdings Limited

Consolidated condensed statement of cash flows

For the six months ended 30 September 2022

Proceeds from/(repayment of) share capital

Repayment of borrowings

Payments for lease liability - principal portion

Proceeds/(repayments) from exercise of

share options

Proceeds from borrowings

Payments to related parties

Interest paid

Purchase of property, plant and equipment

Purchase of intangible assets

Business acquisition

Payments to term deposit

Interest received

Cash and cash equivalents at the beginning

of the period

Cash received from customers

Cash paid to suppliers and employees

Income tax received

Grant income

Proceeds from sale plant and equipment

The above information is to be read in conjunction with the notes to the consolidated

condensed interim financial statements.

9

1
The preparation of the interim 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 judgements, estimates and assumptions used in these

interim financial statements are consistent with those from the 31 March 2022 annual financial

statements.

Use of estimates and judgements

Accounting policies

Trade Window Holdings Limited

For the six months ended 30 September 2022

Notes to the consolidated condensed financial statements

General information and statement of compliance

Consolidated condensed interim financial statements for the Group are presented. The consolidated

interim financial statements of Trade Window Holdings Limited (company) as at and for the six

months ended 30 September 2022 comprise of the Company and its subsidiaries (together referred

to as the Group and individually as subsidiaries).

Trade Window Holdings Limited is incorporated and domiciled in New Zealand and is a company

registered under the Companies Act 1993.

Trade Window Holdings Limited (TWHL) is a profit orientated entity.

Trade Window Holdings Limited was incorporated on 10 September 2021 for the purpose of being

the holding company for Trade Window Limited (TWL). Prior to Trade Window Holdings Limited's

incorporation, the Group comprised of TWL and its subsidiaries.

Basis of preparation

These interim financial statements have been prepared consistently with those of the annual financial

statements for the year ended 31 March 2022. The same accounting policies and methods of

computation have been used.

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial

Reporting. They do not include all of the notes normally included in an annual financial report, and

should be read in conjunction with the audited financial statements for the year ended 31 March

2022.

The interim financial statements were authorised for issue by the directors on the date included on

page 2.

The accounting policies set out below have been consistently applied to all periods presented in

these financial statements.

Comparative information

Trade Window Holdings Limited was incorporated as part of the Trade Window listing process. There

was no change operationally and TWHL was effectively inserted above TWL. The comparative

financial statements for the 6 months ended 30 September 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.

10

Trade Window Holdings Limited
For the six months ended 30 September 2022

Notes to the consolidated condensed financial statements

2

However, 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.

Should the Group not raise sufficient equity and/or debt 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.

As at 30 September 2022 the Group held cash and cash equivalents of $7.3 million (30 September

2021: $12.3 million) and projects adequate cash available through to March 2023. To have sufficient

liquidity for a period of 12 months from the issuance of these financial statements the Group has

forecasted that circa $10 million of additional equity and/or debt will need to be raised, assuming

forecasted revenues and expenditures are realised, and there are no significant acquisitions during

the period.

Key to the financial forecast is relevant assumptions regarding the business and success of its

products, business model, any legal or regulatory restrictions, global economic and geopolitical

factors, financing, and shareholder support, including the future capital raise. The forecast’s

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 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 and the March 2022 Annual

Report.

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 6 months

ended 30 September 2022 of $7.1 million (30 September 2021: $4.8 million) and operating cash

outflows of $5.2 million (30 September 2021: $2.9 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 development and

commercialisation of its products.

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.

Going concern

The company raised capital of $9.6 million (net of capital raise expenses) in July 2022. Management

has been closely monitoring forecasted cash reserves each month with specific regard to the timing

of a future capital raise. In addition, a financial forecast has been prepared until the period ended 31

March 2025. The financial forecast plans to raise sufficient capital to provide liquidity to satisfy the

Group’s 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.

11

3
6 months to 6 months to 12 months to

30-Sep-2022 30-Sep-2021 31-Mar-2022

Unaudited UnauditedAudited

$$$

Transactional revenue1,113,839 669,968 1,621,634

Subscription revenue992,409 746,522 1,591,800

Service revenue107,474 155,167 230,004

Installation revenue193,481 230,570 434,179

Total revenue2,407,203 1,802,227 3,877,617

4

Additions:

5

6

7

8

- disposal of intellectual property

- appointment of a liquidator

- company migration or no longer a company

- change of shareholding greater than 90%

During the 6 months ended 30 September 2022 the Group had additions to Software of $2,980,000

and Goodwill of $4,737,200. These arose due to the acquisition of Rfider (see Note 10).

Related party

ASB Bank Limited is a shareholder of the Group. During the period ASB Bank Limited provided

capital of $1,800,000 in exchange for 2,571,429 additional shares as part of the capital raise (see

Note 9).

The Group is in the process of implementing an ERP system. The spend to date is $29,643.

Additional expected expenditure to completion is $214,678. A licensing agreement has been entered

into for 36 months at $8,100 per month, starting from August 2022 and continuing until July 2025.

Contingencies

There are no other contingencies.

Trade Window Holdings Limited

Notes to the consolidated condensed financial statements

For the six months ended 30 September 2022

Revenue

Intangible assets

There is no significant seasonality or cyclicality of interim operating revenue.

Subsequent events

In August 2022, the Group began the process of winding up Trade Window CNCO PTE. Ltd, a non-

trading wholly owned subsidiary. It is expected to be wound up in November 2022.

There are no other subsequent events after 30 September 2022 that require disclosure.

Commitments

The Group has a contingent liability in September 2022 of $1,035,902 relating to R&D tax losses

cashed out (March 2022: $1,035,902, September 2021: $475,902). This would become payable if

one of the following loss recovery events occurs:

12

9 Share capital
6 months to 6 months to 12 months to 6 months to 6 mont

hs to 12 months to

30-Sep-2022

30-Sep-2021

31-Mar-2022

30-Sep-2022

30-Sep-2021

31-Mar-2022

Number of

shares

Number of

shares

Number of

shares

$

$

$

Shares

86,373,316


5,780,472


5,780,472


31,333,484


6,147,047


6,147,047


14,285,576


1,630,239


1,630,239


9,628,892


15,000,000


15,000,000


-


188,810


267,604


-

1,628,037


2,353,037


145,807


79,721


79,721


88,871


716,262


716,347


-


845,124


845,124


-

6,818,964


6,818,964


-


-


77,428,440


-


-


-


-


-


100,607


-


-


92,532


-


-


241,109


-


-


205,557


Balance at end of period

100,804,699


8,524,366


86,373,316


41,051,247


30,310,310


31,333,484


Shares issued in respect of employee share options exercised

Trade Window Holdings Limited

Notes to the consolidated condensed financial state

ments

For the six months ended 30 September 2022

During July 2022 Trade Window Holdings Limited rais

ed $10,000,000 (2021: $15,000,000) before capital r

aise expenses, by way of a private placement

(issuing 12,857,142 shares) and a Share Purchase Pl

an (issuing 1,428,434 shares).

Shares issued in respect of 10:1 share exchange on formation of TWHL (see Note 1)Staff listing day bonus sharesBalance 1 AprilIssue of ordinary sharesShares issued in respect of business acquisitionsShares issued in respect of employee share options exercised2020 Convertible note exchange

13

10Business acquisitions
Rfider

The details of the business combination are as follows:Sep-2022

$

Fair value of consideration transferred

Amount subject to earn-out based on revenue targets (current)2,376,000

Amount subject to earn-out based on revenue targets (non-current)2,180,000

Amount settled via cash2,500,000

Total fair value of consideration transferred7,056,000

Recognised identifiable net assets

Software2,980,000

Deferred tax liability(666,000)

Plant and equipment4,800

Goodwill4,737,200

Total identifiable net assets7,056,000

Measurement of fair values - The valuation techniques used for measuring the fair value of material

assets acquired in all business acquisitions were as follows:

Plant and equipment - as the value of the tangible assets purchased are immaterial, these have been

recognised at the vendor's book value.

Software - where there is no comparable product which Trade Window could purchase off the shelf to

continue serving its customers, software has been measured based on the estimated development

cost to replicate the acquired software.

These valuations are key accounting estimates.

Trade Window Holdings Limited

Notes to the consolidated condensed financial statements

For the six months ended 30 September 2022

As part of the recognised identifiable net assets, there is a portion of goodwill which has been

recognised. This is composed of intangible benefits such as sales and product synergies.

With effect from 1 July 2022, the Group acquired the assets of Auckland based software as a service

company, Rfider for a maximum purchase price of NZ$10 million. NZ$2.5 million was paid on

settlement, with up to NZ$7.5 million deferred subject to revenue targets. Rfider has since been

rebranded as "TradeWindow Assure+". The acquisition of Rfider provided the Group with a complete

supply chain transparency solution.

Rfider contributed $50,465 to the consolidated revenue for the 3 months from 1 July 2022 to 30

September 2022. The business did not have a requirement to prepare NZ IFRS financial statements

prior to acquisition.

The strategic rationale for acquiring the business is to integrate into Trade Window’s suite of solutions

and therefore a separate profit and loss is not maintained and impractical to disaggregate.

The fair value of software and other intangible assets have been determined on a provisional basis.

14

11
2019/20 Share option scheme

Number of options

Weighted average

exercise price

Six months ended 30 September 2022

317,311 0.00100

Granted during period- 0.00100

Revoked during period(4,520) 0.00092

Vested & exercised at end of 30 September 2022(145,801) 0.00081

166,990 0.00092

2022 Share option scheme

Number of options

Weighted average

exercise price

Six months ended 30 September 2022

Granted during period1,577,778 0.13310

Vested at end of 30 September 2022- 0.13310

1,577,778 0.13310

The number and weighted average exercise prices of share options under this employee share option

programme as follows:

Outstanding at the beginning of the period

Outstanding at the end of the Period

During the period the Group introduced a share option programme to replace the 2019/20 scheme.

This entitles senior management and select staff to purchase shares in the Company. Under this

programme, options were issued at the equivalent price of $0.74. This price was determined with

reference to TWL’s closing share price on 29 July 2022. Holders of vested options are entitled to

purchase shares at nil exercise price. All options are to be settled by the physical delivery of shares.

Trade Window Holdings Limited

Notes to the consolidated condensed financial statements

For the six months ended 30 September 2022

Share based payment arrangements

The Group established a share option programme that entitled senior management to purchase shares

in the Company on 31 October 2019, which was revised on 25 March 2020 and 19 November 2021.

Under this programme, holders of vested options are entitled to purchase shares at the exercise price

specified at grant date, subject to being employed by the company on vesting date. All options are to

be settled by the physical delivery of shares. No options were approved to be issued under this scheme

since prior to listing on 19 November 2021.

Outstanding at the end of the Period

Also during the period the Group introduced a share option programme for Non-Executive Directors.

This entitles recipients to purchase shares in the Company. Under this programme, holders of vested

options are entitled to purchase shares at an exercise price equal to the VWAP of TradeWindow

shares over the 20 Business Day period prior to the date of issuance of the Options, subject to a floor

price of $0.70 per share. All options are to be settled by the physical delivery of shares.

The number and weighted average exercise prices of share options under this employee share option

programme as follows:

15

Trade Window Holdings Limited
Notes to the consolidated condensed financial statements

For the six months ended 30 September 2022

11

Grant Date Number of

instruments

Exercise

price

Vesting

date

Contractual life of

options

Options granted to employees

July 2022 1,169,670 nil 1 July 20255 years

July 202254,054 nil 1 July 20255 years

Sep 202354,054 nil 1 Sep 20235 years

Options granted to non-executive directors

Sep 2022300,000 $0.703 years

1,577,778

The conditions of the share options granted under this share option programme follows:

Vesting conditions

NoneProgressively

over two

years from

grant date.

Share based payment arrangements (continued)

Subject to hurdle rate of

17.5% per annum growth

in the share price, based

on the issue price.

Must be employed by the

company on vesting date.

Options would be pro-

rated if employee resigns

within 12 months from 1

September 2022.

16

12
13Cash flow reconcilliation6 months to6 months to12 months to

30-Sep-202230-Sep-202131-Mar-2021

UnauditedUnauditedAudited

$$$

Net profit (loss) after tax(7,061,445)(4,831,750)(10,823,758)

Classification Differences

- Net finance expense48,331 60,652 169,673

- Loss on disposal(11,218)- 28,296

- Make good provision- - (64,143)

633,359 (60,275)(1,387,913)

- Contract assets(49,610)18,176 (25,880)

- Trade and other payables252,995 506,163 795,343

- Contract liabilities(22,167)332,743 413,774

- Income tax payable(23,836)(3,215)(7,905)

- Other movements(70,397)(18,677)(77,749)

Other non-cash items

1,133,210 712,122 1,666,826

- Employee share scheme13,528 431,637 817,623

Net cash from operating activities(5,157,250)(2,852,424)(8,495,813)

Statement of financial position

movements

- Depreciation, amortisation and

impairment

Trade Window Holdings Limited

Notes to the consolidated condensed financial statements

For the six months ended 30 September 2022

Segment reporting

An operating segment is reported in a manner consistent with the internal reporting provided to the

chief operating decision maker ("CODM") on a monthly basis. The CODM, who is responsible for

allocating resources and assessing performance of the operating segment(s) is part of the senior

leadership team and is involved in strategic decision making of the Group. Management has

determined there is one operating segment based on the reports reviewed by the CODM.

The reason for looking at the business as one segment is because of the inter-related nature of the

services and their dependence on the Trade Window software which cannot be separated between

different products and services. The performance of the operating segment is reviewed by the CODM

and action plans are agreed with the management where necessary to improve performance of the

business.

The reportable operating segment derives its revenues from the provision of software solutions to its

customers. There are no major customers that contribute more than 10% of revenues. The CODM

assesses the performance of the operating segment from revenue to net income. The total revenue,

direct costs, operating expenses, interest and foreign exchange gains and losses, tax and net income

are reviewed.

The amounts reported with respect to segment total assets and liabilities are measured in a manner

consistent with the consolidated statement of financial position. Reportable segment assets and

liabilities are equal to total assets and liabilities hence no reconciliation is required. The majority of the

Group's operations are within New Zealand and there are no other material geographic segments.

- Trade and other receivables

(excluding related party)

17

---

TradeWindow Holdings Limited
Results announcement

(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 17 October 2019


Results for announcement to the market

Name of issuer Trade Window Holdings Limited (“TWL”)

Reporting Period 6 months to 30 September 2022

Previous Reporting Period 6 months to 30 September 2021

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$2,407 Up 34%

Total Revenue $2,681 Up 20%

Net profit/(loss) from

continuing operations

($7,061) Increase of 46%

Total net profit/(loss) ($7,061) Increase of 46%

Interim/Final Dividend

Amount per Quoted Equity

Security

Trade Window is currently investing for future grow and during

this phase does not propose to pay dividends.

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.00 $0.12

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

During the period the Company acquired the business & assets

of Rfider. The maximum purchase price was $10m and was

funded by an initial payment of $2.5m in cash and the balance in

TWL shares subject to revenue targets being achieved. Whilst it

will ultimately be settled in shares, the contingent consideration

is accounted for as a liability and thus reduces TWL’s reported

Net Tangible Assets per share. Excluding the contingent

consideration, the NTA per share is $0.04

Authority for this announcement

Name of person


authorised

to make this announcement

Deidre Campbell

Contact person for this

announcement

Deidre Campbell, CFO

Contact phone number 021 272 4008

Contact email address deidre@tradewindow.io

Date of release through MAP


17 November 2022

Unaudited financial statements accompany this announcement.

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