Half year results

1
Goodwood Capital Limited
PO Box 105 745
Auckland 1143


Goodwood Capital Limited (NZX: GWC)

The Board of Goodwood Capital Limited (NZX: GWC) has today announced the unaudited half-year
financial results of the business for the six months ended 30 September 2022.

Half year results announcement for the six months ended 30 September 2022

Results for announcement to the market
Name of issuer Goodwood Capital Limited (NZX: GWC)
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
$- -%
Total Revenue $- -%
Net profit/(loss) from
continuing operations
$(220) 147%
Total net profit/(loss) $(220) 147%
Interim/Final Dividend
Amount per Quoted Equity
Security
The company does not propose to pay a dividend at this time.
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets/(liabilities)
per Quoted Equity Security
As at 30 September 2022
$(0.0389)
As at 30 September 2021
$(0.0165)
For comparative purposes the
calculation has been updated to
reflect the impact of the 2.5 to 1
share consolidation on 5 May
2022.

2
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer to the unaudited interim financial statements that accompany
this announcement.
Authority for this announcement
Name of person authorised to
make this announcement
Sean Joyce
Contact person for this
announcement
Sean Joyce
Contact phone number +64 21 865 704
Contact email address sean@corporate-counsel.co.nz
Date of release through MAP 29 November 2022

Unaudited financial statements accompany this announcement.

Ends

---

GOODWOOD CAPITAL LIMITED

Condensed Interim Financial Statements

For the six months ended 30 September 2022

Goodwood Capital Limited
Condensed Interim Financial Statements
For the six months ended 30 September 2022



1

Table of Contents

Letter from the Chair 2
Statement of Comprehensive Income 4
Statement of Changes in Equity 5
Statement of Financial Position 6
Statement of Cash Flows 7
Condensed Notes to the Interim Financial Statements 8
Company Directory 15

Goodwood Capital Limited
PO Box 105 745
Auckland 1143




2
23 November 2022

Dear Shareholder

Acquisition of WasteCo Holdings NZ Limited
As previously advised to shareholders, the goal of the Board has been to find a suitable business to
acquire and effectively “reverse list” into the Company.
You will have all received by now a copy of the materials that have been sent out to you to support the
proposed acquisition of 100% of the shares on issue in WasteCo Holdings NZ Limited (“WasteCo”) by the
Company.
The Board is seeking shareholder approval for the implementation of a significant operational and capital
restructure which has been negotiated and endorsed by the Board of the Company relating to the
conditional acquisition of WasteCo which was announced to the market on 26 April 2022, subject to
shareholder approval.
WasteCo operates a diversified waste, refuse and industrial services business with operations in
Christchurch, Ashburton, Timaru, Oamaru, Dunedin and Balclutha through six subsidiaries.
The proposed restructure of GWC can be best described as a reverse takeover transaction, often referred
to as an “RTO”. The in-substance commercial effect of the restructure is that GWC would acquire
WasteCo in consideration for the issue of 504 million new GWC shares to the existing shareholders of
WasteCo. In conjunction with the acquisition of WasteCo, GWC would also issue an additional
170,636,073 new GWC shares to a number of third parties, including financial investors into WasteCo,
new investors into GWC, and to Mounterowen Limited. The details of these various allotments of GWC
shares are referred to in the Notice of Special Meeting sent out to shareholders recently.
Board recommendation
The WasteCo business operations are both profitable and are experiencing year on year growth since the
date of their inception.
WasteCo is led by a team of passionate and experienced executives committed to the ongoing growth
and success of the business.
The Board considers that the acquisition of WasteCo Holdings NZ Limited and the collateral capital
raising represents an exciting opportunity for the Company and its shareholders and strongly
recommends that all shareholders read the Profile, the Independent Advisor’s Report and Appraisal
Report that have been made available to all shareholders.

The Board of Goodwood Capital Limited is very pleased to present the WasteCo Acquisition to
shareholders for their consideration. We encourage shareholders to approve all of the resolutions at the
Special Meeting.

Goodwood Capital Limited
PO Box 105 745
Auckland 1143




3
Half Year Result for the six-month period ended 30 September 2022
The financial result for the Company for the six-month period ended 30 September 2022 is a loss after
taxation of NZ$220,161 which is largely due to costs associated with maintaining an NZX listing, directors
fees, accounting and administration costs and costs associated with the WasteCo Holdings NZ Limited
transaction.

Yours sincerely

Sean Joyce
Chair

Goodwood Capital Limited
Statement of Comprehensive Income
For the six months ended 30 September 2022



These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.

4


6 mths ended6 mths ended
30 Sep 202230 Sep 2021
Note(unaudited)(unaudited)
NZ$NZ$
Revenue --
Administrative expenses3(213,386)(87,118)
Interest expense(6,781)(2,298)
Loss before income tax(220,167)(89,416)
Income tax benefit-158
Loss for the period attributable shareholders(220,167)(89,258)
Total comprehensive loss for the period attributable to shareholders(220,167)(89,258)
Earnings/(loss) per share from continuing operations:
- basic and diluted loss per share (NZ$)5(0.0165)(0.0068)

Goodwood Capital Limited
Statement of Changes in Equity
For the six months ended 30 September 2022



These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.

5




NoteShare capital
Accumulated
lossesTotal equity
NZ$NZ$NZ$
Balance at 1 April 2021 (audited)12,885,776(13,031,748)(145,972)
Loss attributable to shareholders of the company-(89,258)(89,258)
Issue of ordinary shares714,400-14,400
Balance at 30 September 2021 (unaudited)12,900,176(13,121,006)(220,830)
Balance at 1 April 2022 (audited)12,900,176(13,200,155)(299,979)
Loss attributable to shareholders of the company-(220,167)(220,167)
Balance at 30 September 2022 (unaudited)12,900,176(13,420,322)(520,146)

Goodwood Capital Limited
Statement of Financial Position
As at 30 September 2022



These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.

6



The financial statements were approved by the Board on 23 November 2022.

Signed on behalf of the Board:



Sean Joyce Roger Gower
Director Director

30 Sep 202231 Mar 2022
Note(unaudited)(audited)
NZ$NZ$
ASSETS
Current assets
Cash and cash equivalents13,628 14,413
Receivables and other current assets15,218 4,460
Total current assets28,846 18,873
Non-current assets
NZX bond20,000 20,000
Total non-current assets20,000 20,000
Total assets48,846 38,873
LIABILITIES
Current liabilities
Trade and other payables28,510 25,151
Total current liabilities28,510 25,151
Non-current liabilities
Loan advances (unsecured)6540,482313,701
Total non-current liabilities540,482 313,701
Total liabilities568,992 338,852
Net assets
(520,146)(299,979)
EQUITY
Share capital712,900,176 12,900,176
Accumulated losses(13,420,322)(13,200,155)
Total equity
(520,146)(299,979)

Goodwood Capital Limited
Statement of Cash Flows
For the six months ended 30 September 2022



These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.

7
6 mths ended6 mths ended
30 Sep 202230 Sep 2021
Note(unaudited)(unaudited)
NZ$NZ$
Cash flows used in operating activities
Payments to suppliers
(220,785)(88,816)
Income tax refunded
-158
Net cash used in operations
8
(220,785)(88,658)
Cash flows from investing activities
--
Cash flows from financing activities
Loan advances received
6.1220,00040,000
Proceeds from issue of share capital7-14,400
Net cash from financing activities
220,00054,400
Net decrease in cash and cash equivalents
(785)(34,258)
Cash and cash equivalents at the beginning of the period
14,41351,368
Cash and cash equivalents at the end of the period
13,62817,110

Goodwood Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2022


8
1. General Information
These unaudited condensed interim financial statements are for Goodwood Capital Limited (“Goodwood
Capital” or “the Company”).
Goodwood Capital is a limited liability company incorporated and domiciled in New Zealand.
The Company is currently non trading. There are no seasonal or cyclical influences on these interim
results.
2. Summary of Significant Accounting Policies
2.1. Basis of preparation
These unaudited condensed interim financial statements for the six months ended 30 September 2022
have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ
GAAP”), with New Zealand Equivalent to International Accounting Standard 34: Interim Financial
Reporting (“NZ IAS 34”) and with International Accounting Standard 34: Interim Financial Reporting (“IAS
34”).
The Company is registered under the Companies Act 1993 and is an FMC reporting entity under the
Financial Markets Conduct Act 2013. The Company is listed on the NZX Market. These interim financial
statements have been prepared in accordance with the requirements of the Financial Markets Conduct
Act 2013 and the NZX Main Board Listing Rules.
The condensed interim financial statements do not include all of the notes of the type normally included
in an annual financial report. Accordingly, this report should be read in conjunction with the financial
statements included in the annual report for the year ended 31 March 2022 which have been prepared
in accordance with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”)
and International Financial Reporting Standards (“IFRS”).
The condensed interim financial statements are presented in New Zealand dollars.
The condensed interim financial statements are unaudited. The comparative information as at 31 March
2022 is audited.
2.2. Going concern
The Company ceased its business operations in December 2018 and was placed into liquidation on
14 March 2019. Subsequently, an application to the High Court to restore the Company from liquidation
was approved on 9 October 2020 and the Company was restored from liquidation on 19 October 2020.
As at 30 September 2022 the Company has reported net liabilities of $520,146 (31 March 2022:
$299,979). The Company incurred a loss for the 6 months of $220,167 (6 months ended 30 September
2021: $89,258 loss).
The considered view of the Board of Directors of the Company is that, after making enquiries, there is a
reasonable expectation that the Company will have access to adequate resources and commitments
from its creditors, that will enable it to meet its financial obligations for the foreseeable future.
For this reason, the Board of Directors considers the adoption of the going concern basis in preparing the
financial statements for the six months ended 30 September 2022 to be appropriate. The Board of
Directors has reached this conclusion having regard to circumstances which it considers likely to affect
the Company during the period of at least one year from the date of approval of these financial

Goodwood Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2022


9
statements, and to circumstances which it considers will occur after that date which will affect the
validity of the going concern basis.
The Directors are satisfied, based on their review of the financial forecasts, that, during the 12 months
after the date of signing these interim financial statements, there will be adequate cash flows available
to meet the financial obligations of the Company as they arise. This consideration is made with reference
to the following events:
During the year to 31 March 2021, Mounterowen Limited (‘Mounterowen’) acquired $248,707 of the
Group’s debts. Separately, during that year, the Company received several loan advances from
Mounterowen, amounting to $91,930 in aggregate.
In July 2021 the Company received an additional loan advance of $40,000 from Mounterowen.
On 10 November 2021 the Company entered into an unsecured working capital loan facility agreement
with Mounterowen. In accordance with the terms of the agreement, Mounterowen made available a
funding line of $200,000. Interest accrues at 5% p.a. on advances made under the facility. The loan
becomes repayable when the Company completes a reverse takeover transaction and is repayable either
in new shares issued at the same price as the shares issued for the reverse takeover transaction, or in
cash, at the discretion of Mounterowen. In November 2021 the Company received an initial loan
advance of $50,000 from Mounterowen under this loan facility, with further advances of $50,000
received in April 2022 and $100,000 in June 2022.
In addition, the Company received further loans from Mounterowen of $70,000 in August 2022, $20,000
in October 2022 and $62,000 in November 2022, on similar terms to the working capital loan facility
agreement.
The funding is used to assist with costs associated with activities relating to the reverse listing
opportunity, maintaining an NZX listing, directors’ fees, and accounting and administration costs.
Mounterowen is a company controlled by the Chairman of the Goodwood Board, Sean Joyce.
Mounterowen has provided undertakings to the Company that:
1. it intends to capitalise $531,803 of the indebtedness owed by the Company to Mounterowen into
10,636,073 new shares in the Company should the reverse takeover transaction involving WasteCo
Holdings NZ Limited (“RTO”) complete (refer note 10.1);
2. the balance of any indebtedness owed by the Company to Mounterowen will be repaid to
Mounterowen by the Company in cash from the funds raised by the Company from the placement
of new shares contemplated by the RTO, should the RTO complete;
3. in the event that the RTO does not complete, then Mounterowen will not seek to enforce the debt
owed to it by the Company within the period of 12 months from the date of approval of these half
year financial statements;
4. in the event that the RTO does not proceed, it will not seek to enforce the debt (or the balance of
the debt as the case may be) owed to it by the Company after the 12-month period, unless and until
the Company has the financial resources to pay the debt (or the balance of the debt) whilst still
complying with the solvency test; and
5. it will not assign any part of the debt to any third party without first obtaining from the third party
and delivering to Goodwood, a written undertaking (which will be enforceable by Goodwood
against the third party) that the third party will honour Mounterowen’s undertakings as set out in
paragraphs 3 and 4 above.
In addition, Sean Joyce has provided a personal undertaking to the Company that should the RTO not
proceed, then he shall provide all reasonable financial support to the Company so as to ensure that the

Goodwood Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2022


10
Company meets its obligations under the solvency test at section 4 of the Companies Act 1993 for at
least 12 months from the date of approval of these interim financial statements.
On 24 April 2022 the Company entered into a reverse listing agreement with Wasteco Holdings NZ
Limited (‘Wasteco’). The transaction is subject to approval by the Company’s shareholders. If the
transaction completes:
• $531,803 of the principal indebtedness of the Company to Mounterowen (anticipated to be circa
$650,000 as at the date of the completion of the transaction) will be capitalised into 10,636,073
fully paid ordinary shares at an issue price of NZ$0.05 per share. This will extinguish the Company’s
principal indebtedness and ensure that the Company is largely debt free, with the exception of an
outstanding balance owing to Mounterowen and certain trade payables incurred in the ordinary
course of business immediately prior to completion of the transaction; and
• the Company will undertake a capital raising to raise $4 million of new capital through the issue of
fully paid ordinary shares to wholesale investors.
The transaction is subject to approval by the Company’s shareholders at a special shareholders meeting
to be held on 5 December 2022.
The Board considers the Company’s current funding arrangements will be sufficient to meet most, if not
all, of its cash requirements up until completion of the reverse listing transaction, and that further
interim funding will be available should it be required.
The Board of Directors acknowledge that there are uncertainties with respect to the going concern of the
Company. In the event that the Wasteco reverse listing transaction does not complete and that cash
flows from continued external support are not sufficient to fund ongoing operating expenses, this would
give rise to a material uncertainty in relation to the Company’s ability to continue as a going concern. If
the Company was unable to continue in operational existence for the foreseeable future, adjustments
may have to be made to reflect the situation that assets may need to be realised other than in the
amounts at which they are currently recorded in the Statement of Financial Position. In addition, the
Company may have to provide for further liabilities that might arise in the Statement of Financial
Position.
Notwithstanding the above, if the financial statements were prepared on a basis other than going
concern, there would be no material changes to the amounts disclosed. The long‐term assets and
liabilities would be reclassified to current, but the balances would be unaffected.
2.3. Accounting policies
The condensed interim financial statements have been prepared using the same accounting policies and
methods of computation detailed in the audited financial statements for the year ended 31 March 2022.
For details of the accounting policies please refer to the 2022 Annual Report.

Goodwood Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2022


11
3. Administrative expenses



4. Segment information
The Company is organised into one operating segment and one geographical segment in New Zealand.
The operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker is the Board of Directors.

5. Earnings/(loss) per share



On 5 May 2022 the Company undertook a 2.5 to 1 share consolidation. The earnings per share
calculation for both the current and comparative periods reflects the impact of this share consolidation.
6 mths ended6 mths ended
30 Sep 202230 Sep 2021
(unaudited)(unaudited)
NZ$NZ$
Accounting fees(13,580)(22,036)
Audit fees(8,350)(8,250)
Directors' fees(36,000)(36,000)
Legal fees(58,244)(1,571)
NZX fees(18,063)(8,200)
Consulting and advisory(62,858)-
Other expenses(16,292)(11,061)
(213,386)(87,118)
6 mths ended6 mths ended
30 Sep 202230 Sep 2021
(unaudited)(unaudited)
NZ$NZ$
Earnings/(loss) per share:
- from continuing operations(0.0165)(0.0068)
6 mths ended6 mths ended
30 Sep 202230 Sep 2021
Loss from continuing operations (NZ$)(220,167)(89,258)
13,363,92613,212,763
Weighted average number of ordinary shares used in the calculation of basic
and diluted loss per share (post adjustment for 2.5 to 1 share consolidation)
The earnings and weighted average number of ordinary shares used in the calculation of earnings/(loss) per
share are as follows:

Goodwood Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2022


12
At 30 September 2022, there were no financial instruments that carried any shareholder dilution rights
that were considered to be dilutive (2021: nil). Accordingly, basic and diluted earnings/(loss) per share
are identical for the accounting periods being reported on.

6. Related party transactions
6.1. Related party loan advances

During the 6 months to 30 September 2022 the Company received additional working capital loans of
$220,000 (6 months to 30 September 2022: $40,000) from Mounterowen Limited (‘Mounterowen’), a
company controlled by the current chair, Sean Joyce.
During the 6 months to 30 September 2022 the interest payable on these loan advances was $6,781
(6 months to 30 September 2021: $2,298). The payment of the interest by the Company has been
deferred at this time.
Mounterowen has provided undertakings to the Company to not seek to enforce the debt currently
owed by the Company to it within the period of 12 months from the date of approval of these financial
statements should the RTO referred to in note 2.2 not proceed (refer note 2.2: Going Concern).
6.2. Directors’ remuneration

A Cooper’s director fees are invoiced by Agile Projex, a business that he controls. R Gower’s director fees
are invoiced by Roger Gower and Associates Limited. R Gower is the sole director and a shareholder of
Roger Gower and Associates Limited. S Joyce’s director fees are invoiced by Mounterowen Limited.
S Joyce is the sole director and shareholder of Mounterowen Limited.
6.3. Related party transactions
During the 6 months ended 30 September 2022 the Company paid $43,000 for professional services
relating to the WasteCo RTO restructure to Corporate Counsel, an entity owned and controlled by
S Joyce (6 months ended 30 September 2021: nil).
At 30 September 2022 the accounts payable balance included $3,450 payable to Corporate Counsel
(31 March 2022: $3,450).

30 Sep 202231 Mar 2022
(unaudited)(audited)
NZ$NZ$
Loan advances from Mounterowen Limited540,482313,701
540,482313,701
6 mths ended6 mths ended
30 Sep 202230 Sep 2021
(unaudited)(unaudited)
Directors feesNZ$NZ$
A Cooper12,00012,000
R Gower12,00012,000
S Joyce12,00012,000
Total remuneration of directors36,00036,000

Goodwood Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2022


13
7. Share capital



8. Reconciliation operating cash flows



9. Contingent liabilities
There are no contingent liabilities as at 30 September 2022 (30 September 2021: nil).

No. of sharesNZ$
Ordinary shares at 1 April 2021 (audited)32,689,809 12,885,776
Ordinary shares issued during the period720,000 14,400
Ordinary shares as at 30 September 2021 (unaudited)33,409,809 12,900,176
Ordinary shares at 1 April 2021 (audited)32,689,809 12,885,776
Ordinary shares issued during the period720,000 14,400
Ordinary shares as at 31 March 2021 (audited)33,409,809 12,900,176
Ordinary shares at 1 April 2022 (audited)33,409,809 12,900,176
2.5 for 1 share consolidation(20,045,882) -
Ordinary shares as 30 September 2022 (unaudited)13,363,927 12,900,176
6 mths ended6 mths ended
30 Sep 202230 Sep 2021
(unaudited)(unaudited)
NZ$NZ$
Net loss attributable to shareholders(220,167)(89,258)
Adjustments for:
Interest on related party advances6,7812,298
(213,386)(86,960)
Movements in working capital
Decrease/(increase) in receivables and other current assets(10,758)13,478
(Decrease)/increase in trade and other payables3,359(15,176)
Net cash used in operations(220,785)(88,658)

Goodwood Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2022


14
10. Commitments
10.1. Conditional reverse listing agreement
On 24 April 2022 the Company entered into a reverse listing agreement with WasteCo Holdings NZ
Limited (‘WasteCo’), a diversified waste, refuse and industrial services business.
The transaction is subject to approval by the Company’s shareholders at a special shareholders meeting
to be held on 5 December 2022.
The in-substance commercial effect of the restructure is that the Company will acquire 100% of WasteCo
in consideration for the issue of 504 million new Goodwood shares to the existing shareholders of
WasteCo. In conjunction with the acquisition of WasteCo, Goodwood would also issue an additional
170,636,073 new shares to a number of third parties, including financial investors into WasteCo, new
investors into Goodwood and to Mounterowen Limited.
The transaction agreed between the parties values Wasteco at $29.2 million, whilst the listed shell of
Goodwood has been valued at circa $1.2 million (post the capitalisation of the existing indebtedness of
the Company to Mounterowen Limited).
If the transaction completes, the purchase price will be settled by the issue of 504 million fully paid
ordinary shares in the Company to WasteCo’s existing shareholders at an issue price of NZ$0.05 per
share as consideration for all of the shares in WasteCo. In addition, the Company will issue 80,000,000
fully paid ordinary shares to the holders of $4 million of mandatory convertible notes previously issued
by WasteCo.
In conjunction with the completion of the reverse listing transaction, $531,803 of the indebtedness owed
by the Company to Mounterowen (expected to amount to circa $650,000 by the date of the completion
of the transaction) shall be capitalised into 10,636,073 fully paid ordinary shares at an issue price of
NZ$0.05 per share. This initiative will extinguish the Company’s principal indebtedness, and ensure that
the Company is largely debt free, with the exception of an outstanding balance owing to Mounterowen
and certain trade creditors incurred in the ordinary course of business immediately prior to completion
of the transaction.
The Company will also undertake a capital raising initiative to raise $4 million of new capital through the
issue of 80 million fully paid ordinary shares to wholesale investors (as defined in the Financial Markets
Conduct Act 2013) at an issue price of $0.05 per share to raise additional new capital for the Company
post completion of the transaction.
There were no commitments as at 30 September 2021.

11. Events subsequent to reporting date
Mounterowen made further loan advances to the Company of $20,000 on 10 October 2022 and $62,000
on 23 November 2022, on the same terms as previous loan advances.
On 16 November 2022 the Company announced a special meeting of shareholders to be held on
5 December 2022 to approve the proposed reverse listing transaction (refer note 10.1).

Goodwood Capital Limited
Company directory

15

Company number 3202682

Incorporated 20 November 2010

Registered office 84 Coates Avenue
Orakei
Auckland

Share register Link Market Services Limited
PO Box 91976, Auckland 1142
Phone: 09 3755999

Auditor Baker Tilly Staples Rodway
Tower Centre, 45 Queen Street
Auckland 1010, New Zealand

Solicitors Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland, 1010

Bankers ANZ Bank Limited
Auckland

Board of Directors S Joyce
A Cooper
R Gower