TWL – Interim Report FY23

Interim Report
FY23
Interim Report
For the six months ended 30 September 2022

8
Contents
Introduction
Key performance indicators
Chair and CEO letter
Consolidated financial statements
2
3
4
6
1

TradeWindow provides digital
solutions for exporters, importers,
freight forwarders, and customs
brokers to drive productivity,
increase connectivity, and
enhance visibility.
www.tradewindow.io
Built to super-connect
global trade
Key performance
indicators
$2.4m
Trading
revenue
Up 16%; up
34% on 1H22 
482
Customers
Up 28 on FY22
(Organic 19, acquired 9)
$804
Average Revenue
Per Customer
Up 13% on FY22 (Organic
ARPC up 11%)
50%
Gross Margin
No change
98%
Customer
retention rate
Up 4 ppt
58%
% of expenses R&D and
Commercialisation
Up 7 ppt on FY22
Note, all comparisons are against 2H22 unless otherwise indicated.
23

Dear shareholders
During the half we have spoken with many current
and potential shareholders about the opportunity
for TradeWindow and what we want to achieve.
Many people’s assumption is that global trade is
already substantially underpinned by technology.
They are surprised to learn that large parts of the
trading environment still operate using paper. In
fact, four billion pages of documents are produced
annually. Email remains a primary communications
mechanism. According to Boston Consulting Group,
a single transaction requires 20 entities to interact
and involves 10 and 20 paper documents. The
likelihood of inefficiency and error is high.
Global trade is now undergoing profound change as
it transitions from manual, paper-based processes
to digital. What TradeWindow is doing is providing
the technology to help those involved in trade –
exporters, importers, customs brokers and freight
forwarders – be more efficient, connected and
transparent. The opportunity is significant and
TradeWindow is at the forefront.
Pleasing progress during the first half
We have continued to make pleasing progress on
our strategic priorities during the first half, including
advancing our global trade platform, market
penetration and revenue growth.
We continue to see encouraging market demand
for our solutions and have experienced further
increases in customer numbers.
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.
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,
our customers are seeking ways, such as 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.
Financial results
During the half we saw trading revenue performance
of $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 October 2021,
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.
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
u p 11% .
Gross margin was 50%, the same as the prior year
and reflecting an ongoing focus on operational
efficiency and scale.
We achieved an encouraging number of new sales
in the first half, which included both new and existing
customers. 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%. The number of mid-market
and enterprise customers now on Cube 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.
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.
We are focused on accelerating the opportunity
presented by the partnership with FoodChain ID.
While we continue 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.
Thank you
We thank the TradeWindow team, our customers
and of course our shareholders for your continued
support.
Chair and
CEO letter
Alasdair MacLeod
Chair
AJ Smith
Chief Executive Officer
45

Interim Financial
Statements
For the six months ended
30 September 2022
76
Directors' declaration
Directory
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
8
9
10
11
14
18
20

17 November 202217 November 2022
AJ Smith
Date
Alasdair MacLeod
Date
INCORPORATION
NUMBER
8233653
PRINCIPAL
ACTIVITIES
Develop and commercialise technology solutions that provide international trade
participants with a secure platform and tools to establish trust and trade globally in an
efficient manner across interconnected networks
There have been no significant changes in the nature of these activities during the six
months ended 30 September 2022.
REGISTERED
OFFICE
Trade Window Company Secretary
Level 4, Partners Life House
33-45 Hurstmere Road, Takapuna
Auckland 0622
New Zealand
DIRECTORS
Albertus Johannes Smith
Kerry Michael Friend
Philip John Norman
Diana Marie Puketapu
Alasdair (Alexander) John MacLeod
The Directors were in office for the whole period unless otherwise stated.
AUDITOR
KPMG
KPMG Centre
18 Viaduct Harbour Avenue
Auckland 1010
New Zealand
Directory
89
Directors'
declaration
In the opinion of the Directors of
Trade Window Holdings Limited, the
consolidated condensed financial
statements and notes, on pages
10 to 32:
• 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.
The Directors believe that proper
accounting records have been
kept which enable, with reasonable
accuracy, the determination of the
financial position of the Group and
facilitate compliance of the financial
statements with the Financial
Reporting Act 2013.
The Directors consider that they have
taken adequate steps to safeguard the
assets of the Group, and to prevent and
detect fraud and other irregularities.
Internal control procedures are also
considered to be sufficient to provide
reasonable assurance as to the
integrity and reliability of the financial
statements.
The board of Directors are pleased to
present the consolidated condensed
financial statements of the Group for
the six months ended 30 September
2022.
Signed in accordance with a resolution
of the Directors.

The above information is to be read in conjunction with the notes to the consolidated financial statements.
ASSETSNOTES
As at
30-Sep-2022
Unaudited $
As at
30-Sep-2021
Unaudited $
As at
31-Mar-2022
Audited $
Current assets
Cash and cash equivalents 7, 3 0 5 , 5 4 4 12 , 278 ,14 8 5,932,558
Trade and other receivables 1,205,4 38 626,204 1, 835,624
Income tax receivable 30,080 1,55 4 6,244
Contract assets 12 7, 419 33,753 7 7, 8 0 9
8,668,481 12,939,659 7,852,235
Non-current assetsNon-current assets
Trade and other receivables 125 ,131 10,087 128,304
Property, plant and equipment 280,962 343,865 277,892
Right of use assets 1,141,963 1,10 9,9 8 9 1,395,315
Intangible assets4 13 ,7 11, 42 2 5,831,823 6,762,523
Restricted cash 103,862 - 98,604
15,363,340 7, 2 9 5 ,76 4 8,662,638
Total assets 24,031,821 20,235,423 16,514,873
Consolidated condensed statement
of financial position
1110
NOTES
6 months to
30-Sep-2022
Unaudited
6 months to
30-Sep-2021
Unaudited
12 months to
31-Mar-2022
Audited
Revenue3 2 , 4 0 7, 2 0 3 1,802,227 3 , 8 7 7, 617
Other income 273,999 428,981 999,330
2,681,202 2,231,208 4,876,947
Employee benefits expense (6,532,364) (4,824,456) (10,830,303)
Depreciation and amortisation (1,13 3 , 210) ( 712 ,12 2) (1,666,826)
Other expenses (2 , 0 28 ,742) (1,4 65,728) (3,593,903)
(7,013,114) (4,771,098) (11, 214 , 0 8 5 )
Net finance expense (4 8 , 3 31) (60,652) (169,673)
Loss before income tax ( 7, 0 61, 4 4 5 ) (4,831,750) (11, 3 8 3 ,75 8)
Income tax - - 560,000
Net loss after tax ( 7, 0 61, 4 4 5 ) (4,831,750) (10,823,758)
Items that are or may be reclassified subsequently to profit of loss
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)
The above information is to be read in conjunction with the notes to the consolidated financial statements.
Consolidated condensed statement
of comprehensive income

1213
The above information is to be read in conjunction with the notes to the consolidated financial statements.
LIABILITIESNOTES
As at
30-Sep-2022
Unaudited $
As at
30-Sep-2021
Unaudited $
As at
31-Mar-2022
Audited $
Current liabilities
Trade and other payables 1,76 4, 8 4 3 1,239,672 1,512,709
Interest bearing loans and
borrowings
6 7 7,10 0 3 3 7,9 9 5 486,248
Related party payables - - 7, 0 7 1
Lease liabilities 5 3 9,142 378,265 506,999
Contingent consideration10 2,376,000 - -
Contract liabilities 431,438 393,034 453,605
5,788,523 2,348,966 2,966,632
Non-current liabilities
Trade and other payables 65,004 48,000 6 4 ,14 3
Interest bearing loans and
borrowings
1,346,843 1,4 03,713 1,764,473
Contingent consideration10 2,180,000 - -
Lease liabilities 616,596 702,083 875,045
Deferred income tax liability10 666,000 - -
4,874,443 2 ,15 3,796 2,703,661
Total liabilities 10,662,966 4,502,7625,670,293
Net assets13,368,855 15,732 ,661 10,844,580
EQUITYNOTES
As at
30-Sep-2022
Unaudited $
As at
30-Sep-2021
Unaudited $
As at
31-Mar-2022
Audited $
Share capital9 41,051,247 30,310,310 31,333,484
Retained earnings (27,646,645) (14,593,192) (20,585,200)
Foreign currency translation
reserve
(85,999) 15 , 5 4 3 7, 5 74
Share based payments reserve11 50,252 - 88,722
Total equity 13,368,855 15,732 ,661 10,844,580
The above information is to be read in conjunction with the notes to the consolidated financial statements.
Consolidated condensed statement of financial positionConsolidated condensed statement of financial position

1415
Consolidated condensed statement
of changes in equity
NOTES
ISSUED
CAPITAL
$
RETAINED
EARNINGS
$
EQUIT Y
COMPONENTS
OF CONVERTIBLE
NOTES
$
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$
SHARE BASED
PAYMENT
RESERVE
$
TOTA L
$
Balance at
1 April 2021
6,147,047 (9,761,442) 6,818,964 4,946 284,625 3, 494,14 0
Comprehensive expense for the year
Loss 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 company
Issue of capital/dividend
to shareholders
9 14,999,974 –––– 14,999,974
Adjustment to foreign
currency
––– 7, 3 7 7 – 7, 3 7 7
Maturity of convertible
notes
9 6,818,96 4 – (6,818,96 4)–––
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, 3 7 7 (284,625) 17,067,051
Balance at 30
September 2021 -
Unaudited
30,310,310 (14,593,192)–15,543– 15,732 ,661
The above information is to be read in conjunction with the notes to the consolidated financial statements.
NOTES
ISSUED
CAPITAL
$
RETAINED
EARNINGS
$
EQUIT Y
COMPONENTS
OF CONVERTIBLE
NOTES
$
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$
SHARE BASED
PAYMENT
RESERVE
$
TOTA L
$
Balance at
1 April 2022
31,333,484 (20,585,200)_ 7, 5 74 88,722 10,844,580
Comprehensive expense for the year
Loss for the year
– (7,061,445)– - – (7,061,445)
Other comprehensive
income /(expense)
– - – (19,304)– (19,304)
– ( 7, 0 61, 4 4 5 )– (19,304)– (7,080,749)
Transactions with owners of the company
Issue 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 financial statements.
Consolidated condensed statement of changes of equity

NOTES
ISSUED
CAPITAL
$
RETAINED
EARNINGS
$
EQUIT Y
COMPONENTS
OF CONVERTIBLE
NOTES
$
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$
SHARE BASED
PAYMENT
RESERVE
$
TOTA L
$
Balance at
1 April 2021
6,147,047 (9,761,442) 6,818,964 4,946 284,625 3, 494,14 0
Comprehensive expense for the year
Loss 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 company
Issue 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 6,818,96 4 – (6,818,96 4)–––
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, 4 37 – (6,818,964) 2,492 (195,903) 18,174,062
Balance at 31 March 2022
– Audited
31,333,484 (20,585,200)–7, 5 74 88,722 10,844,580
1716
The above information is to be read in conjunction with the notes to the consolidated financial statements.
Consolidated condensed statement of changes of equity

1819
Consolidated condensed statement
of cash flows
OPERATING ACTIVITIESNOTES
6 months to
30-Sep-2022
Unaudited $
6 months to
30-Sep-2021
Unaudited $
12 months to
31-Mar-2022
Audited $
Cash received from customers 2,310,087 2 , 0 7 7, 417 4,039,791
Cash paid to suppliers and employees (8,498,855) (5,437,409) (13,203,825)
Income tax received 5 3 6 ,16 4 (3 , 215 ) ( 7,9 0 5 )
Grant income 495,354 510,783 676,126
Net cash to operating activities13 (5 ,15 7, 2 5 0) (2,852,424) (8,495,813)
INVESTING ACTIVITIES
Purchase of property, plant and
equipment
(101, 3 4 3) (201,7 79) (240,455)
Proceeds from sale plant and equipment 28,536 – 4,707
Purchase of intangible assets–– (100,001)
Business acquisition10 (2,500,000) (813,445) (1,538,445)
Payments to term deposit–– (98,604)
Interest received 54,737 1,683 12 ,10 6
Net cash used in investing activities (2,518,070) (1,013,541) (1,960,692)
The above information is to be read in conjunction with the notes to the consolidated financial statements.
FINANCING ACTIVITIESNOTES
6 months to
30-Sep-2022
Unaudited $
6 months to
30-Sep-2021
Unaudited $
12 months to
31-Mar-2022
Audited $
Interest paid on lease liability (32,800) (19,372) (5 3 ,18 0)
Proceeds from/(repayment)
of share capital
9 9,628,892 15,000,000 15,000,000
Repayment of borrowings (232,793) (394,318) (616, 28 8)
Payments for lease liability -
principal portion
(250,882) (208,093) (380,563)
Proceeds/(repayments) from exercise
of share options
142 – 910
Proceeds from borrowings– 420,000 1,145,000
Payments to related parties– (30,380) (30,380)
Interest paid (64,253) (36,948) (89,660)
Net cash flows from financing
activities
9,048,306 14,730,889 14,975,839
Net change in cash and cash Net change in cash and cash
equivalentsequivalents
1,372,986 1,372,986 10,864,924 10,864,924 4,519,334
Cash and cash equivalents at the
beginning of the period
5,932,558 1,413, 2 24 1,413, 2 24
Cash and cash equivalents at the end
of the financial year
7, 3 0 5 , 5 4 4 12,278,148 5,932,558
The above information is to be read in conjunction with the notes to the consolidated financial statements.
Consolidated condensed statement of cash flows

Notes to the
consolidated condensed
financial statements
For the six months ended 30 September 2022
2120
Trade Window Holdings Limited (TWHL) is a profit
orientated entity.
Trade Window Holdings Limited is incorporated
and domiciled in New Zealand and is a company
registered under the Companies Act 1993.
Consolidated 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 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 8.
1 General information and
statement of compliance
Accounting policies
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.
Use of estimates and judgements
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.

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.
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 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.
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 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.
The Directors do acknowledge that until a capital
raising is complete, there is material uncertainty
concerning the Group's ability to achieve its financial
forecasts which may cast significant doubt on the
Group's ability to maintain sufficient liquidity to
continue as a going concern.
Should the Group not raise sufficient 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.
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.
2 Going concern
REVENUE
6 months to
30-Sep-2022
Unaudited $
6 months to
30-Sep-2021
Unaudited $
12 months to
31-Mar-2022
Audited $
Transactional revenue1,113 , 8 3 9669,9681,621,63 4
Subscription revenue992,40974 6 , 52 21,591, 800
Service revenue10 7, 4 7415 5 ,167230,004
Installation revenue193, 4 81230,5704 3 4 ,179
Total revenue 2,407,2031,802,2273 , 8 7 7, 617
3 Revenue
There is no significant seasonality or cyclicality of interim operating revenue.
2223

During July 2022 Trade Window Holdings Limited raised $10,000,000 (2021: $15,000,000) before capital
raise expenses, by way of a private placement (issuing 12,857,142 shares) and a Share Purchase Plan (issuing
1,428,434 shares).
9 Share capital
6 MONTHS TO
30-SEP-2022
NUMBER OF
SHARES
6 MONTHS TO
30-SEP-2021
NUMBER OF
SHARES
12 MONTHS TO
31-MAR-2022
NUMBER OF
SHARES
6 MONTHS TO
30-SEP-2022
UNAUDITED
$
6 MONTHS TO
30-SEP-2021
UNAUDITED
$
12 MONTHS TO
31-MAR-2022
AUDITED
$
Shares
Balance 1 April86,373,3165,780,4725,780,47231,333,4846,147,0476,147,047
Issue of ordinary shares14,285,5761,630,2391,630,2399,628,89215,000,00015,000,000
Shares issued in respect of
business acquisitions
–188,8102 6 7, 6 0 4–1,628,0372,353,037
Shares issued in respect
of employee share options
exercised
145,80779,72179,72188,871716,262716, 3 47
2020 Convertible note exchange–8 4 5 ,1248 4 5 ,124–6,818,96 46,818,96 4
Shares issued in respect of 10:1
share exchange on formation of
TWHL (see Note 1)
––77,428,440–––
Staff listing day bonus shares––100,607––92,532
Shares issued in respect
of employee share options
exercised
––241,10 9––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
4 Intangible assets
Additions:
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).
5 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).
6 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.
7 Commitments
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.
8 Contingencies
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:
• disposal of intellectual property
• appointment of a liquidator
• company migration or no longer a company
• change of shareholding greater than 90%
There are no other contingencies.
2425

10 Business acquisitions
Rfider
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
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.
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.
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.
as "TradeWindow Assure+". The acquisition of Rfider
provided the Group with a complete supply chain
transparency solution.
The details of the business combination are as
follows:
Fair value of consideration transferredSep-2022 $
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 cash 2,500,000
Total fair value of consideration transferred7,056,000
Recognised identifiable net assetsSep-2022 $
Software2,980,000
Deferred tax liability(666,000)
Plant and equipment4,800
Goodwill 4 , 7 3 7, 2 0 0
Total identifiable net assets7,056,000
Note 10 — Business acquistions
2627

11 Share based
payment arrangements
2022 Share option scheme
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.
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:
2019/20 Share option scheme
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.
The number and weighted average exercise prices
of share options under this employee share option
programme as follows:
NUMBER OF
OPTIONS
WEIGHTED
AVER AGE
EXERCISE PRICE
Six months ended 30 September 2022
Granted during period1,577,7780 .13 3 10
Vested at end of 30 September 2022–0 .13 3 10
Outstanding at the end of the period1,577,7780 .13 310
NUMBER OF
OPTIONS
WEIGHTED
AVER AGE
EXERCISE PRICE
Six months ended 30 September 2022
Outstanding at the beginning of the period317,3110.00100
Granted prior period–0.00100
Revoked prior period(4,520)0.00092
Vested & exercised at end of 30 September 2022(14 5 , 8 01)0.00081
Outstanding at the end of the period166,9900.00092
Note 11 — Share based payment arrangements
2829

Grant date
Number of
instruments
Exercise
price
Vesting
date
Vesting
conditions
Contractual
life of options
Options granted to employees
July 20221,16 9, 670nil1 July 2025Subject to hurdle rate of
17.5% per annum growth in
the share price, based on
the issue price.
5 years
July 202254,054nil1 July 2025Must be employed by the
company on vesting date.
5 years
Sep 202354,054nil1 Sep 2023Options would be pro-
rated if employee resigns
within 12 months from
1 September 2022.
5 years
Options granted to non-executive directors
Sep 2022300,000$0.70Progressively
over two years
from grant date.
None3 years
Total1,577,778

Note 11 — Share based payment arrangements
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.
The conditions of the share options granted under this share option programme follows:
12 Segment
reporting
3031

13 Cash flow
reconcilliation
6 months to
30-Sep-2022
Unaudited $
6 months to
30-Sep-2021
Unaudited $
12 months to
31-Mar-2022
Audited $
Net profit (loss) after tax( 7, 0 61, 4 4 5 )(4,831,750)(10,823,758)
Classification differences
- Net finance expense48,33160,652169,673
- Loss on disposal(11, 218)–28,296
- Make good provision––(6 4 ,14 3)
Statement of financial position movements
- Trade and other receivables
(excluding related party)
633,359(60,275)(1, 3 8 7,9 13)
- Contract assets(49,610)18 ,176(25,880)
- Trade and other payables252,9955 0 6 ,16 3795,343
- Contract liabilities(22,167)3 3 2 ,74 3413 ,7 74
- Income tax payable(23,836)(3 , 215 )( 7,9 0 5 )
- Other movements(70,397)(18,67 7)( 7 7, 74 9)
Other non-cash items
- Depreciation, amortisation and impairment1,13 3 , 210712 ,12 21,666,826
- Employee share scheme13,5284 31,6378 17, 6 2 3
Net cash from operating activities(5 ,15 7, 2 5 0)(2,852,424)(8,495,813)
32