2023 Annual Report

Blackwell Global Holdings Limited
Annual Report
For the year ended 31 March 2023
CONTENTS
Page

C
h
airman’s Report 2
Corporate Governance Statement 4
Consolidated Statement of Comprehensive Income 8
Consolidated Statement of Changes in Equity 9
Consolidated Statement of Financial Position 10
Consolidated Statement of Cash Flows 11
Reconciliation of Net Operating Cash Flows to Net Loss After Tax 12
Notes to the Consolidated Financial Statements 13
Additional Information 29
Company Directory 32
Independent Auditor’s Report to the Shareholders 33

CHAIRMAN’S REPORT
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2023

2


Dear Shareholders

As previously advised to the market, during the course of the 2022 financial year the Directors resolved to wind
down the Group’s finance company operations given the Company was unable to raise sufficient funding to grow
and develop a meaningful finance company operation.

The Company’s loan book as at 31 March 2023 was $Nil with the final loan having been repaid during the 2022
financial year.

During the year, following occurrences that the independent Directors of the Company agreed with its major
shareholder, Blackwell Global Group Limited (“BGGL”) were actioned:

1. The bond from Blackwell Global Group Limited maturity date was extended from 30 June 2022 to 31
December 2023. The agreed interest rate being 0% until maturity, down from the original rate of 6%. The
net present value of the bonds has been readjusted on the balance sheet for the present value of the face
values at maturity using the original effective interest rate of 6% per annum.
2. Upon receiving shareholder approval, Blackwell Global Group Limited capitalised $450,000 of its bonds
into 100,000,000 new ordinary shares in the Company, at an issue price of $0.0045 per share. This
development provided Blackwell Global Holdings Limited (BGI) with an additional $450,000 of capital
which provided the Company with sufficient working capital to fund the outgoings and expenses for the
year.
Following completion of both the above transactions there is $550,000 of Bonds that remain outstanding (to be
repaid by the Company in accordance with their terms).
The Board is actively looking to identify a suitable business opportunity to invest in and/or acquire through a
reverse takeover transaction (RTO). Discussions have been had with several potential acquisition targets to
date, but none of those discussions have developed into a tangible transaction to date.

An RTO is a transaction structured such that the Company would acquire 100% of the business assets, or the
shares in the company that owns the business assets, in consideration for the payment of cash and/or the issue
of new shares in the Company, to the vendors, to fund the acquisition.

The new business acquired would then effectively become a subsidiary of the Company (the listed company),
trading on the NZX Main Board. The stakeholders in the business acquired, would ultimately become
shareholders in the Company as part of the RTO, and would have representation at the Board level as
appropriate.

In conjunction with the RTO process, the Company would seek to raise additional growth capital to assist in
funding the future growth of the business.

The Board is focusing on business opportunities that satisfy one or more of the following investment criteria:

• The business has excellent personnel and management

• The business operates in an attractive and positive business sector

• The business has a robust business model

• The business has solid historical earnings, or alternatively has a sound business platform from which to
implement its business plan and generate strong earnings in the future

• The business owns proprietary intellectual property

CHAIRMAN’S REPORT
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2023

3

• The business has potential to grow organically, via acquisition, or through the further investment in capital
plant

• The business has the potential to scale internationally

• The business would benefit from being able to raise additional capital on the market

• Is likely to generate superior returns for the Company and its existing shareholders

The Board continues to investigate all credible investment opportunities that may present themselves and are
hopeful of having a transaction underway during the course of this calendar year.

Yours sincerely




Sean Joyce
Chairman

29 June 2023

Corporate Governance Statement
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2023

4


The Board of the Group is committed to acting with integrity and expects high standards of behaviour and
accountability from all its officers and staff. These standards are detailed in the Group’s Board approved Code of
Ethics Policy document. Other key governance documents are available to investors and stakeholders on BGI’s
website. They include the Code of Ethics, Audit and Rick Committee Charter, Financial Products Trading Policy
and Guidelines, Governance Code and Nomination, Remuneration and Health and Safety Committee Charter.
The Board recognises the need to continue to enhance its governance standards in line with developing best
practice. In doing so, the Board has considered standards, guidelines and principles published by a range of
interested parties in New Zealand and internationally. The governance principles adopted by the Board are
designed to meet best practice.

Role of the Board
The Chairman is elected by the Board of Directors, and his primary responsibility is the efficient functioning of
the Board, which involves managing the Board in the most effective manner and to provide a conduit between
the Board and the Chief Executive Officer when there is one. He has no significant external commitments that
conflict with this role.
The Company maintains an Interests Register and if necessary, conflicts of interest are recorded in the minutes.
Procedures for the operation of the Board, including the appointment and removal of Directors, are governed by
the Company’s Constitution.
The Governance Code sets out, in detail, the composition, responsibilities and roles of the Board of Directors.
The Board reviews its performance against these responsibilities annually.
The Board of Directors’ corporate governance responsibilities include overseeing the management of the
Company and Group to ensure proper direction and control of Blackwell’s activities. Corporate Governance
encompasses the requirement for the Board to discharge such responsibilities, to be accountable to shareholders
and other stakeholders for the performance of the Group, and to ensure that the Group is compliant with laws
and standards.
The Board establishes the corporate objectives of the Group and monitors management’s implementation of
strategies to achieve the objectives. It is engaged in on-going strategic planning in order to meet the objectives.
It provides an oversight of compliance and risk, it measures, and monitors management performance and it sets
in place the policy framework within which the Group operates.
The Board’s primary objective is the enhancement of shareholder value by following appropriate strategies and
ensuring effective and innovative use of available Group resources. Day-to-day management of the Company is
delegated to two of the Group’s Directors, Sean Joyce and Craig Alexander.

Board Meetings
The Board normally meets quarterly each year for scheduled meetings. Additional meetings are held where
specific matters require attention between scheduled meetings. Board meetings are used to monitor, challenge,
develop and fully understand business and operational issues.

Composition of the Board
The Board of the Group has a broad base of knowledge and experience in energy, engineering, financial
management, legal compliance and other expertise to meet the Company and Group’s objectives. The details
and backgrounds of the directors are detailed on the Company’s website.
The Governance Code provides that there will be no less than three and not more than six directors. NZX
requirements are that at least two directors are independent directors.
The Board has determined, based on information provided by directors regarding their interests, that at 31 March
2023, Sean Joyce and Craig Alexander, are independent directors. The Board makes an assessment on the
independence of each director after consideration of the listing rules, the NZX Corporate Governance Code,
guidance notes and legal advice.

Corporate Governance Statement
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2023

5

Criteria for Board Membership
When a vacancy arises, the Board will identify candidates with a mix of capabilities and perspectives considered
necessary for the Board to carry out its responsibilities effectively. A director appointed by the Board must stand
for election at the next annual meeting. At each annual meeting one-third of directors (excluding the Managing
Director) must retire by rotation. Retiring directors are eligible for re-election.

Board Committees
The Board has established standing Committees (described below) that focus on specific responsibilities in
greater detail than is possible for the Board as a whole. All committee proceedings are reported back to the Board
and each operates under a Board approved Committee Charter that sets out its delegation and responsibility.

Audit and Risk Committee
The Audit and Risk Committee is responsible for monitoring the on-going effectiveness of risk management
activities. The Committee monitors trends in the Group’s risk profile and considers how the business manages
or mitigates key risk exposures. It implements risk management through its business processes of planning,
budgeting, investment, project analysis and operations management. The Group has a Risk Management Policy
that guides the risk management framework and the maintenance and monitoring of the Company’s risk register.
The Audit and Risk Committee also monitors and oversees the quality of financial reporting and financial
management. In order to achieve this the Committee considers accounting and audit issues and makes
recommendations to the Board of Directors as required and monitors the role, responsibility and performance of
the external auditor. The function of the Audit and Risk Committee is to assist the Board in carrying out its
responsibilities under the Companies Act 1993 and the Financial Markets Conduct Act 2013 on matters relating
to the Group’s accounting practices, policies and controls relevant to the financial position, and to liaise with
external auditors on behalf of the Board of Directors.
The Audit and Risk Committee at the end of the financial year comprised Sean Joyce (Chair) and Craig
Alexander.

Remuneration and Nomination Committee
The Remuneration and Nomination Committee’s purpose is to review Directors’ fees, the Chief Executive
Officer’s remuneration package and performance. The policy for remuneration of senior management, ensures
the Company has formal and transparent processes for the nomination and appointment of Directors and to
identify any skill gaps to ensure diversity and experience on the Board. These duties form the basis of
recommendations to the Board.
The Remuneration and Nomination Committee is also responsible for: obtaining assurance that the Group’s
human resources policies and practices support achievement of the Group’s goals; overseeing appointments of
the Group Chief Executive Officer, roles reporting to the Group Chief Executive Officer, and key professional
advisors in the area of legal, tax and public relations, and overseeing the development of key employees.
The Remuneration and Nomination Committee at the end of the financial year comprised Sean Joyce (Chair)
and Craig Alexander.

Health and Safety Committee
The Health and Safety Committee’s primary objective is to assist the Board in fulfilling its responsibilities and
objectives in all matters related to health and safety. The Health and Safety Committee at the end of the financial
year comprised Sean Joyce (Chair) and Craig Alexander.

Corporate Governance Statement
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2023

6

Trading in Shares
The Group has a detailed Insider Trading and Financial Products Dealing Policy applying to all directors and
employees. A procedure must be followed to always obtain consent to trade in the Company’s shares.

Generally trading is permitted from the release of interim results until 28 February and from the release of the
final results until 31 August. However, directors and employees are not able to trade in Company shares if they
are in possession of unpublished price sensitive information.
The Group reinforces these measures by requiring that anyone designated as having the opportunity to access
price sensitive information can transact in the Company’s securities only with the prior approval of the Group
Secretary and Chairman.

Timely and Balanced Disclosure
BGI maintains a Continuous Disclosure Policy. Continuous disclosure obligations in the NZX Main Board Listing
Rules require all listed companies to advise the market about any material events and developments as soon as
the Company becomes aware of them. The Company complies with these obligations on an on-going basis. The
Group has in place procedures designed to ensure compliance with the NZX listing rules such that all investors
have equal and timely access to material information concerning the Group, including its financial situation,
performance, ownership and governance. Group announcements are factual and presented in a clear and
balanced way. Accountability for compliance with disclosure obligations is with two of the Group’s Directors,
Sean Joyce and Craig Alexander. Significant market announcements, including the preliminary announcement
of the half year and full year results, and the consolidated financial statements for those periods, require review
by the full Board.

NZX Corporate Governance Code
A full statement on the extent to which the Group has followed the recommendations in the NZX Corporate
Governance Code during the year is available on BGI’s website, https://www.bgholdings.co.nz/corporate-
governance/.
Generally the Group does follow the recommendations in the NZX Corporate Governance Code. However, the
Group does not follow the following recommendations:
 Recommendation 2.5: The Group does not have a formal diversity policy, and has not had one at any
stage during the year. The Group does not have a formal diversity policy given there are only male
directors and executives working within the Group at this time. While there is no formal diversity policy,
and no formal alternative governance practices relating to diversity have been adopted, the Group
recognises the wide-ranging benefits that diversity brings to an organisation and its workplaces. The
Group endeavours to ensure diversity at all levels of the organisation to ensure a balance of skills and
perspectives are available in the service of our shareholders and customers.
 Recommendation 2.8: The Group does not have a majority of independent directors, and has not at any
stage during the year. Only two of the five directors are considered independent. The current composition
of the Board in respect of independent directors versus non-independent directors arose following the
restructure of the Group several years ago, where the incoming majority shareholder nominated three
new non-independent directors to join the Board. Since that time, the composition of the Board has
remained unchanged and the Board has sought nominations for new directors each year, but has yet to
receive any such nominations. Similarly, the Board does not consider it appropriate to incur additional
costs associated with proactively seeking to engage an additional independent director at this time. In
the event of any transactions between the Group and a non-independent director, or their associates,
the general principle followed is that the independent directors must approve any such transaction before
such a transaction will proceed.

Corporate Governance Statement
BLACKWELL GLOBAL HOLDINGS LIMITED
For the year ended 31 March 2023

7
 Recommendation 3.1: The Group does not follow one aspect of this recommendation because the chair
of the Audit and Risk Committee is also the chair of the Board and has been for the full year. The
members of the Audit and Risk Committee consider the Chair of the Audit and Risk Committee to be the
best qualified member of the Audit and Risk Committee to assume that role given his prior experience in
a wide range of audit process during his other engagements as a director and an advisor to various listed
companies. All decisions to be made by the Audit and Risk Committee require approval of a majority of
the Audit and Risk Committee. The Chair does not have a second or casting vote.

Diversity
As at 31 March 2023, the gender balance of the Group’s directors, officers and all employees were as follows:

Directors Officers Employees
2023 2022 2023 2022 2023 2022
Female 0 0 0 0 0 0
Male 5* 5* 0 0 0 0
Total 5* 5* 0 0 0 0

*One of the directors is an alternate director.
The Board held six meetings during the year.

Consolidated Statement of Comprehensive Income
Blackwell Global Holdings Limited
For the year ended 31 March 2023


8

2023 2022
Notes
$ $


Income


Interest and fee income 5 9,212 39,222
Other income 5 - 14,518

Total Income 9,212 53,740

Expenses

Directors’ fees 24.1 (138,000) (138,000)
Interest expense 9,057 (126,444)
Other operating expenses 6 (144,985) (244,379)

Total expenses (273,928) (508,823)

Loss before income tax (264,717) (455,083)

Income tax benefit/(expense) 7 - -

Net Profit/(Loss) After Tax (264,717) (455,083)


Total comprehensive loss for the year (264,717) (455,083)

Attributable to:
Owners of the Company (264,717) (455,083)


Earnings/(loss) per share
Basic and diluted earnings/(loss) per share (cents per share): 10 (0.04) (0.09)














The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

Consolidated Statement of Changes in Equity
Blackwell Global Holdings Limited
For the year ended 31 March 2023


9

Notes Share Contributed Accumulated Total


capital capital losses equity

$ $ $ $


Balance at 1 April 2021 12,606,377 407,606 (12,823,219) 190,764

Loss for the year - - (455,083) (455,083)

Total comprehensive loss for the year - - (455,083) (455,083)

Issue of ordinary shares, net of
transactions costs 20 495,302 - - 495,302


Balance at 31 March 2022 13,101,679 407,606 (13,278,302) 230,983

Balance at 1 April 2022 13,101,679 407,606 (13,278,302) 230,983

Loss for the year - - (264,717) (264,717)

Total comprehensive loss for the year - -
(264,717) (264,717)


Issue of ordinary shares, net of
transactions costs 20 445,658 - - 445,658


Balance at 31 March 2023 13,547,337 407,606 (13,543,018) 411,925

















The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

Consolidated Statement of Changes in Equity
Blackwell Global Holdings Limited
For the year ended 31 March 2023


10


2023 2022
Notes
$ $
Current assets
Cash and cash equivalents
18
863,900 148,294
Prepayments and other receivables 12 10,781 14,471
Investments 13 - 1,000,000
Total current assets 874,681 1,162,765

Non-current assets
Prepayments and other receivables 12 75,000 75,000
Property, plant and equipment 14 1,045 2,090
Total non-current assets 76,045 77,090

Total assets 950,726 1,239,855


Current liabilities
Trade and other payables 15 819 5,221
Accruals, provisions and other liabilities 16 11,500 18,113
Borrowings 17, 19 526,482 985,538
Total current liabilities 538,801 1,008,872

Total liabilities 538,801 1,008,872

Net assets 411,925 230,983

Equity
Share capital 20 13,547,337 13,101,679
Contributed capital

407,606 407,606
Accumulated losses (13,543,018) (13,278,302)
Total equity 411,925 230,983

Net tangible assets per share (cents per share): 11 0.06 0.04



For and on behalf of the Board:


Director Director
Dated: 29 June 2023


The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

Consolidated Statement of Cash Flows
Blackwell Global Holdings Limited
For the year ended 31 March 2023


11







2023



2022

Notes
$ $


Cash flows from operatin
g activities


Interest received

13,883
26,203
Income taxes refunded

1,493
65
Net advances in loan receivables
-
648,589
Operating inflows

15,376 674,857


Payments to suppliers and employees


(295,429) (497,013)
Interest paid

-
(50,721)
Operating outflows

(295,429) (547,733)



Net cash from / (used in) operating activities

(280,052) 127,124




Cash flows used in investin
g activities


Pa
yments from term deposits 13 1,000,000 500,000
Pa
yments to term deposits 13 - (1,500,000)
Net cash from /
(used in) investing activities

1,000,000 (1,000,000)


Cash flows from financin
g activities


Proceeds from borrowings 17
-
34,500
Payments for issue of shares
(4,342)

Pa
yments of borrowings 17
-
(1,000,000)
Net cash from /
(used in) financing activities

(4,342) (965,500)






Net increase/
(decrease) in cash and cash equivalents

715,606 (1,838,377)
Cash and cash equivalents at the be
ginning of the period 18 148,294 1,986,671
Cash and cash equivalents at the end of the
year 18 863,900 148,294












The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

Reconciliation of Net Operating Cash Flows to Net Loss After Tax
Blackwell Global Holdings Limited
For the year ended 31 March 2023


12



2023 2022

Notes $ $




Net loss for the year

(264,717) (455,083)


Adjustments for:


Depreciation 14 1,045 2,090
Capitalised interest expense 17
(9,056) 120,029
Capitalised interest income -
(4,671)
Other non-cash items

- 8,279



(272,728) (329,356)


Changes in net assets and liabilities:


(Increase) / decrease in loan receivables (including accrued
interest, excludin
g deferred revenue)

-

650,089
Increase /
(decrease) in deferred revenue

- (6,417)
(Increase) / decrease in prepayments and other receivables 12 3,690 (6,124)
Increase /
(decrease) in trade and other payables 15 (4,402) (53,376)
Increase / (decrease) in accruals, provisions and other liabilities
(excluding deferred income) 16 (6,613) (83,514)
Increase /
(decrease) in interest accrual on borrowings 17 - (44,178)
Net cash
(used in)/generated by operating activities

(280,052) 127,124





















The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


13
1. General Information
These consolidated financial statements are for Blackwell Global Holdings Limited (the “Company”) and its
subsidiaries (together the “Group”).
The Company and its subsidiaries are limited liability companies, domiciled and incorporated in New Zealand.
The Company is listed by NZX Limited on the NZX Main Board (“NZX”).
The Company is registered under the Companies Act 1993 and is an FMC Reporting Entity under part 7 of the
Financial Markets Conduct Act 2013.
The Group operates a financial services business focusing on mortgage lending. There has been no change in
the nature of the Group’s business during the year. This should be read in conjunction with the comments in
note 25: Going Concern.
There are no seasonal or cyclical influences on these financial results.

2. Basis of Preparation
These consolidated financial statements have been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (‘NZ GAAP’) and with the requirements of the Financial Markets Conduct
Act 2013 and the NZX Main Board Listing Rules. The Company is a for-profit entity for the purposes of NZ
GAAP. The consolidated financial statements comply with New Zealand equivalents to International Financial
Reporting Standards (“NZ IFRS”) and International Financial Reporting Standards (IFRS).
The consolidated financial statements have been prepared on a historical cost basis except for any financial
instruments that are measured at revalued amounts or fair values at the end of each reporting period, as
explained in the accounting policies below. Historical cost is generally based on the fair value of the
consideration given in exchange for goods or services.
The consolidated financial statements are presented in New Zealand dollars.

3. Summary of significant accounting policies

3.1 Application of new and revised NZ IFRSs, amendments and interpretations
There were no new NZ IFRS, or NZ IFRIC interpretations adopted during the year, nor any that are not yet
effective that would be expected to have a material impact on the Company.
The consolidated financial statements have been prepared using same accounting policies detailed in the
Group’s audited consolidated financial statements for the year the ended 31 March 2022.

3.2 Basis of consolidation
The consolidated financial statements of the Group incorporate the assets, liabilities and results of all controlled
entities. Subsidiaries are entities (including structured entities) over which the Group has control. The Group
controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from
the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the group.
All intercompany transactions, balances and any recognised income and expense (except for foreign currency
transaction gains or losses) between controlled entities are eliminated in full on consolidation.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


14
3.3 Income
Loan fee income is recognised as each performance obligation is satisfied. Fees for other services are
recognised as the service is performed.
In the 2022 income year, $14,518 of sundry income represents the benefit received from Blackwell Global
Investments Limited paying costs on behalf of the Group. This year there was no income relating to the same.
It was agreed that these costs will not be recovered from the Group. Refer to note 24: Related Parties.

3.4 Interest income and similar expenses from financial instruments measured at amortised cost
For all financial instruments measured at amortised cost, interest income and expense is recorded at the
effective interest rate, which is the rate that exactly discounts estimated future cash payments or receipts
through the expected life of the financial instrument, or a shorter period where appropriate, to the net carrying
amount of the financial asset or liability. The calculation takes into account all contractual terms of the financial
instrument (for example, prepayment options) and includes any fees or incremental costs that are directly
attributable to the instrument and are an integral part of the effective interest rate, but not future credit losses.
The adjusted carrying amount is calculated based on the original effective interest rate and the change in
carrying amount is recorded as gain on impairment of bond or interest expense.
The interest expense includes the amortisation of bonds.

3.5 Expense Recognition
All expenses are recognised in the Consolidated Statement of Comprehensive Income on an accrual basis.

3.6 Employee Expenses
Liabilities for wages and salaries, including non-monetary benefits, are measured at the amounts expected to
be paid when the liabilities are settled. The liabilities are presented as current liabilities and included in the
accruals, provisions and other liabilities in the Consolidated Statement of Financial Position. At 31 March 2023
there were no employee expenses outstanding.

3.7 Income Tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Consolidated
Statement of Comprehensive Income except to the extent that it relates to items recognised directly in equity,
in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the
initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit at the time of the transaction, and differences relating to investments in subsidiaries
and joint operations to the extent that they probably will not reverse in the foreseeable future. Deferred tax is
measured at the tax rates that are expected to be applied to the temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the reporting date.
In principle deferred tax liabilities are recognised from taxable temporary timing differences. Deferred tax assets
are only recognised to the extent that it is probable that future taxable profits will be available against which
deductible temporary differences and unused tax losses and tax credits can be recognised. Deferred tax assets
are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related
tax benefit will be recognised.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation
authority and the Group has a legally enforceable right to offset current tax assets against current tax liabilities.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


15
3.8 Goods and Services Tax (GST)
The Group is not registered for GST. Therefore, all amounts are stated inclusive of GST.

3.9 Financial Instruments
Recognition and Derecognition
Financial assets and financial liabilities are recognised in the Group’s Consolidated Statement of Financial
Position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expires.

Financial Assets

Classification and initial measurement
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted
for transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging instruments, are classified into the
following categories:
• Amortised cost
• Fair value through profit or loss (FVTPL)
• Fair value through other comprehensive income (FVOCI)
The classification is determined by both:
• the entity’s business model for managing the financial asset
• the contractual cash flow characteristics of the financial asset
Transaction costs that are directly attributable to the acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognised immediately in profit or loss.

Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVTPL):
• They are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows.
• The contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most
other receivables fall into this category of financial instruments.

Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and
sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets
whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All
derivative financial instruments fall into this category, except for those designated and effective as hedging
instruments.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


16
Financial assets at fair value through other comprehensive income (FVOCI)
The Group accounts for financial assets at FVOCI if the assets meet the following conditions:
• they are held under a business model whose objective it is “hold to collect” the associated cash flows
and sell and
• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding. The Group did not have any assets classified at
FVOCI at reporting date.

Amortised cost and effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset and assigning
the related interest income over the appropriate period. For financial assets other than those purchased or
assets that are credit impaired on initial recognition, the effective interest rate is the rate that exactly discounts
estimated future cash through the expected life of the financial asset, or, where appropriate, a shorter period,
to the gross carrying amount of the financial asset on initial recognition.

Impairment of financial assets
IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the
‘expected credit loss (ECL) model’. Relevant instruments within the scope of the new requirements included
loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract
assets recognised and measured under IFRS 15 and loan commitments.
Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event. Instead the
Group considers a broader range of information when assessing credit risk and measuring expected credit
losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument. In applying this forward-looking approach, a distinction
is made between:
Stage 1: Financial instruments that have not deteriorated significantly in credit quality since initial recognition or
that have low credit risk;
Stage 2: Financial instruments that have deteriorated significantly in credit quality since initial recognition and
whose credit risk is not low;
Stage 3: Financial assets that have objective evidence of impairment at the reporting date.
’12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are
recognised for the second and third category. Measurement of the expected credit losses is determined by a
probability-weighted estimate of credit losses over the expected life of the financial instrument.
In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the
Group compares the risk of a default occurring on the financial asset at the reporting date with the risk of a
default occurring on the financial asset at the date of initial recognition. In making this assessment, the Group
considers both quantitative and qualitative information. The nature of the Group’s finance receivables has been
short-term residential property lending with a predominant focus on the underlying security value of the finance
receivable (i.e. the residential property value) in the credit assessment. Credit risk information is updated and
monitored regularly. While there are no loan receivables at 31 March 2023, loan receivables were subject to
regular scrutiny, as a key component of credit risk management. This includes a review of the borrower’s
repayment history and any interest arrears; any changes in the borrowers’ circumstances which could impact
on their ability to repay either interest or principal amounts on their due date; and any movement in the security
value. The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a
significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of
identifying significant increase in credit risk before the amount becomes past due.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


17
Financial Liabilities
Financial liabilities are classified into one of the following measurement categories:
• those to be measured subsequently at fair value through profit or loss (‘FVTPL’); and
• those to be measured at amortised cost.
At initial recognition financial liabilities are measured at fair value plus transaction costs that are directly
attributable to the issue of the financial liabilities. The amortised cost of a financial liability is the amount at which
the financial liability is measured at initial recognition minus the principal repayments, plus the cumulative
amortisation using the effective interest method of any difference between that initial amount and the maturity
amount. The effective interest method is a method of calculating the amortised cost of a financial liability and of
allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash payments through the expected life of the financial liability, or (where appropriate) a
shorter period, to the amortised cost of a financial liability. The Group’s financial liabilities measured at amortised
cost include Bonds. The Group derecognises financial liabilities when, and only when, the Group’s obligations
are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability
derecognised and the consideration paid and payable is recognised in profit or loss.

3.10 Property, Plant and Equipment and Depreciation
All property, plant and equipment are recorded at historical cost less accumulated depreciation. Historical cost
includes expenditure that is directly attributable to the acquisition of the items. Depreciation of the assets has
been calculated at the maximum rates permitted by the Income Tax Act 2007. The entity has asset classes as
set out below:
Plant and IT equipment: depreciation rates of 40-50%.

3.11 Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic resources will be required to settle
the obligation.
Provisions are measured at the present value of management’s best estimate of the expenditure required to
settle the present obligation at the reporting date. If the effect of the time value of money is material, provisions
are determined by discounting the expected future cash flows at a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the liability.
The increase in the provision resulting from the passage of time is recognised in finance costs. If economic
resources required to settle a provision are expected to be recovered from a third party, the receivable is
recognised as an asset if it is virtually certain that recovery will be received, and the amount of the receivable
can be reliably measured.

3.12 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently
carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the Consolidated Statement of Comprehensive Income over the period of the borrowings
using the effective interest method.

3.13 Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial
year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade
and other payables are presented as current liabilities unless payment is not due within 12 months after the
reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost
using the effective interest method.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


18

3.14 Share Capital
Ordinary Shares
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

3.15 Cash Flows
The following are the definitions used in the Consolidated Statement of Cash Flows:
Cash and cash equivalents are short term, highly liquid investments that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value.
Operating activities are the principal revenue-producing activities of the Group and other activities that are not
investing or financing activities.
Investing activities are the acquisition and disposal of long-term assets and other investments not included in
cash and cash equivalents.
Financing activities are activities that result in changes in the size and composition of the contributed equity and
borrowings of the Group.

4. Critical Estimates and Judgements used in applying Accounting Policies
The Group prepares its consolidated financial statements in accordance with NZ IFRS, the application of which
often requires judgements to be made by management when formulating the Group’s financial position and
results. Under NZ IFRS, the Directors are required to adopt those accounting policies most appropriate to the
Group’s circumstances for the purpose of presenting a true and fair view of the Group’s financial position,
financial performance and cash flows.
In determining and applying accounting policies, judgement is often required in respect of items where the
choice of specific policy, accounting estimate or assumption to be followed could materially affect the reported
results or net asset position of the Group. Such judgement can sometimes result in a change of accounting
policy if it is later determined that a different choice is more appropriate.
Below are the critical accounting estimates and judgements.

Provisions for Impairment
In determining expected credit loss (ECL), management is required to exercise judgement in defining what is
considered to be a significant increase in credit risk and in making assumptions and estimates to incorporate
relevant information about past events, current conditions and forecasts of economic conditions.
Furthermore, judgement has been applied in determining the lifetime and point of initial recognition of revolving
facilities.
The calculated probability of default, loss given default and exposure at default are reviewed regularly
considering differences between loss estimates and actual loss experience. To date there has been limited
opportunities to make these comparisons. Therefore, these assumptions, including how they react to forward-
looking economic conditions remain subject to review and refinement.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


19


5. Income
The Group recognises income from the following major sources:
 Interest from loan receivables
 Loan fee income
 Interest income from term deposits and bank accounts

2023 2022

$ $


Interest income from loan receivables - 22,481
Loan fee income - 6,917
Interest income from term deposits and bank accounts 9,212 9,824
Total 9,212 39,222

Other income - 14,518
Total - 14,518

Total income 9,212 53,740

6. Other Operating Expenses
2023 2022

$ $


Audit fees
– for the audit of the financial statements

10,637 12,363
Accountin
g, consulting and legal

54,224 103,803
NZX fees and list char
ges

30,188 41,329
Insurance expenses

13,845 19,425
Depreciation expenses

1,045 2,090
Professional services 33,586 38,314
Office
rent - 14,518
Other operatin
g expenses

1,460 12,538
Total

144,985 244,379

Refer to note 24 for more information about the office rent expense.

7. Income Tax
This note provides an analysis of the Group’s income tax expense, shows how the tax expense is affected by
non-assessable and non-deductible items.
Reconciliation of income tax expense to prima facie tax payable

2023 2022

$ $

Loss before income tax and ad
justments (264,717) (455,083)
Current
year tax at the tax rate of 28% (74,121) (127,423)
Total current year tax at the tax rate of 28% (74,121) (127,423)

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


20


Tax effect of amounts which are not deductible in calculating taxable
income/
(loss):

Non-deductible expenses 1,852 1,332
Current tax losses not reco
gnised 72,269 126,092
Income tax expense - -

In view of the current financial position of the Group, the directors have decided not to recognise the deferred
tax asset and accordingly no income tax has been recognised within equity in respect of the contributed equity.

7.1 Tax Losses

2023 2022

$ $


Tax losses for which no deferred tax asset has been reco
gnised (3,421,619) (3,218,099)
Tax losses for which no deferred tax asset has been recognised (prior year
ad
justment) - 67,809

Potential tax benefit
@ 28% (958,053) (882,081)

In view of the current financial position and loss position of the Group, the directors have decided not to
recognise any tax benefit on tax losses carried forward by the Group. The availability of tax losses carried
forward are subject to continuity of shareholders requirements being met in order to be utilised by the Group.

8. Imputation Credit Account

2023 2022

$ $
Imputation credits available for use in subsequent periods 3,973 1,528

9. Dividends Declared and Paid
No dividends were declared or paid relating to the Group results for the year ended 31 March 2023 (2022:
$ Nil).

10. Earnings Per Share

2023 2022


Basic earnin
gs/(loss) per share (cents): (0.04) (0.09)
Diluted earnin
gs/(loss) per share (cents): (0.04) (0.09)

The losses and weighted average number of ordinary shares used in the calculation of loss per share are
as follows:

2023 2022


Loss for the period attributable to owners of the parent compan
y ($) (264,717)
(455,083)

Weighted average number of ordinary shares used in the calculation of
basic and diluted earnin
gs per share 618,416,593 534,424,421

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


21
At 31 March 2023, there were no financial instruments or rights held by any shareholders that were considered
to be dilutive (2022: Nil). Accordingly, basic and diluted earnings per share are identical for the accounting
periods being reported on.
The Group presents basic and diluted earnings per share (EPS) information for its ordinary shares. Basic EPS
is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number
of ordinary shares on issue throughout the year. Diluted earnings per share is calculated by adjusting the profit
or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding,
adjusted for the effects of all dilutive potential ordinary shares. There were no financial instruments considered
to be dilutive as at 31 March 2023.

11. Net Tangible Assets per Share

2023 2022

Net tan
gible assets ($)
411,925
30,983
Issued shares at balance date
673,759,059
573,759,059



Net tangible assets per share (cents) 0.06 0.04

12. Prepayments and Other Receivables

2023 2022

$ $

Prepa
yments 6,894 8,306
Other receivables 78,887 81,165
Total 85,781 89,471

Current 10,781 14,471
Non-current 75,000 75,000
Total
85,781 89,471

13. Investments

2023 2022

$ $


Term deposit investment
- 1,000,000
Total
- 1,000,000
This ASB term deposit at 31 March 2023 matured on 28 April 2023.

14. Property, Plant and Equipment

2023 2022

$ $
Cost

Balance at 1 April
17,546 19,224
Additions
- -
Disposals
- (1,678)
Balance at 31 March
17,546 17,546

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


22
Accumulated depreciation

Balance at 1 April
(15,456) (13,366)
Depreciation
(1,045) (2,090)
Balance at 31 March
(16,501) (15,456)


Carrying value 1,045 2,090

15. Trade and Other Payables

2023 2022

$ $


Trade pa
yables 819 5,221
Total 819 5,221

16. Accruals, Provisions and Other Liabilities

2023 2022

$ $


Accrued expenses 11,500 18,113
Total 11,500 18,113

17. Borrowings

2023 2022

$ $
Current borrowings

Bonds 526,482 985,538
Total 526,482 985,538

Non-current borrowings

Bonds - -
Total - -

17.1 Bonds
The Group issued $2,000,000 bonds on 18 December 2017 to Blackwell Global Group Limited, a related party
at a fixed interest rate of 6%. The bonds were to mature three years from the issue date at their nominal value
of $2,000,000.
The Group issued a further $500,000 bonds to Blackwell Global Group Limited, a related party on 27 April 2019
at a fixed interest rate of 6%. The interest is payable six monthly. The bonds were to mature three years from
the issue date at their nominal value of $500,000.
The bonds are secured by a first ranking general security deed over all the present and after acquired property
of Blackwell Global Holdings Limited.
The contributed capital component of the bonds represents the difference in fair value between the current fixed
interest rate and the estimated interest rate of a similar bond issued to a third party.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


23
The bond agreements with Blackwell Global Group Limited was amended by Deed of Variation dated 24 March
2020. The maturity period was extended from three to four years, and the interest rate reduced from 6% to 0%
for six months starting 24 March 2020.
On 25 November 2020 a Letter of Undertaking was agreed with Blackwell Global Group Limited further
extending the bond maturity date to 30 June 2023, with 0% interest until maturity. The net present value of the
bonds have been readjusted on the balance sheet for the present value of the face values at maturity using the
original effective interest rate of 6% per annum. The resulting gain on revaluation of bonds is reported as
contributed capital on bonds.
In June 2022, the Company redeemed $1,000,000 of the Bonds for cash and paid $750,000 to BGGL in June
2022, and $250,000 in August 2022.

In 2022 Blackwell Global Group Limited capitalised $500,000 of its Bonds into 71,428,571 new ordinary shares
in the Company, at an issue price of $0.007 per share. This development provided BGI with an additional
$500,000 of capital which provided the Company with sufficient working capital to fund the outgoings and
expenses for the year.
During the year, upon receiving shareholder approval, Blackwell Global Group Limited capitalised $450,000 of
its bonds into 100,000,000 new ordinary shares in the Company, at an issue price of $0.0045 per share. This
development provided BGI with an additional $450,000 of capital which provided the Company with sufficient
working capital to fund the outgoings and expenses for the year.
No new bonds have been issued in the period. The value of the bonds recognised in the Consolidated Statement
of Financial Position is calculated as follows:

2023 2022

$ $
Balance at be
ginning of year 985,538 2,368,560
Repa
yment of bonds (450,000) (1,500,000)
Liabilit
y component carried forward 535,538 868,560
Interest accrual - -
Payment of interest on bonds - (44,178)
Amortisation of the premium on the bonds 45,970 161,156
Amortisation ad
justments (55,026) -
Bond liabilit
y 526,482 985,538



Bond liabilit
y

- in current borrowin
gs 526,482 985,538
- in non-current borrowin
gs - -
Total 526,482 985,538

18. Cash and Cash Equivalents

2023 2022

$ $

Cash at bank and on hand 863,900 148,294
Total 863,900 148,294

The current floating interest rate on cash in bank accounts is 0.20% per annum.
The bank balances are held with New Zealand trading bank with AAA credit ratings.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


24
19. Net Debt
This section sets out an analysis of net debt for the periods presented for the Group.

2023 2022

$ $


Cash and cash equivalents 863,899 148,294
Borrowin
gs - current (526,482) (985,538)
Borrowin
gs - non-current - -
Total 337,418
(837,244)

20. Share Capital

No. of
Shares $

Ordinar
y shares at 1 April 2021 502,330,488 12,606,377
Ordinar
y shares issued during the year 71,428,571 495,302
Ordinar
y shares as at 31 March 2022 573,759,059 13,101,679

Ordinary Shares as at 1 April 2022 573,759,059 13,101,679
Ordinar
y shares issued during the year 100,000,000 445,658
Ordinar
y shares as at 31 March 2023 673,759,059 13,547,337

All Ordinary Shares are issued and fully paid, have an equal right to vote, to dividends and to any surplus on
winding up. The Group does not have a total number of authorised shares. The Board may issue shares or
other equity securities to any person in any number it thinks fit provided that while the Group is Listed, the issue
is made in accordance with the NZX listing rules.
Bonds with face value of $450,000 were converted to 100,000,000 ordinary shares. An expense of $4,342
relating to the issue of these shares was netted against the value. Refer to note 17.1.

21. Subsidiaries
Details of the Group’s subsidiaries at the end of the reporting period are as follows:

Proportion of interest
and voting power
held by the Group
Name of subsidiary Principal activity




2023 2022



Blackwell Global Finance Limited Diversified financial services 100% 100%
NZF Money Limited (in receivership) In receivership 100% 100%
Blackwell Global Funds Limited Special purpose vehicle established as
custodian for funding arrangement
100% 100%

The place of incorporation and operation for all subsidiaries is New Zealand. The balance date of all companies
in the Group is 31 March. All subsidiary entities were dormant in the current and previous financial years.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


25
22. Financial Instruments by Category
Financial Assets
At amortised
cost
Total

$ $
2023

Cash and cash equivalents 863,900 863,900
Other Receivables 10,781 10,781
Total 874,681 874,681


$ $
2022

Cash and cash equivalents 148,294 148,294
Other receivables 14,471 14,471
Total 162,765 162,765

Financial Liabilities
At amortised
cost
Total

$ $
2023

Trade and other pa
yables 819 819
Borrowin
gs 526,482 526,482
Accruals and other liabilities 11,500 11,500
Total 538,801 538,801






2022

Trade and other pa
yables 5,221 5,221
Borrowin
gs 985,538 985,538
Accruals and other liabilities 18,113 18,113
Total 1,008,872 1,008,872

23. Risk Management

23.1 Market Risk
Market risk is the risk that market interest rate or foreign exchange rates will change and impact on the Group's
earnings due to mismatches between repricing dates of interest-bearing assets and liabilities. Refer to note 23.3
on interest rate risk for further details regarding interest rate risk. The Group has no exposure to pricing or
foreign exchange risks.

23.2 Liquidity Risk
Liquidity risk is the risk that the Group is unable to meet its payment obligations as they fall due. The timing
mismatch of cash flows and the related liquidity risk is inherent in all financial operations and is closely monitored
by the Group.
Management of liquidity risk is designed to ensure that the Group has the ability to generate or obtain sufficient
cash in a timely manner and at a reasonable price to meet its financial commitments on a daily basis.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


26
23.3 Interest Rate Risk
Currently the Group has only one interest bearing cash and cash equivalents bank account. This relates to the
bank account with floating interest rates. The impact on loss after tax and equity would be as follows if the
interest rates deviated by 1% from the current interest rates:

2023 2022

$ $


Cash and cash equivalents 863,899 148,294
Rate
(+/-1%) 8,639/(8,639) 1,483/(1,483)

The entity has no remaining loan receivable balances at 31 March 2023. All other interest-bearing financial
assets and liabilities are at fixed interest rates.
Cash Management
Any cash on hand is held by the ASB Bank which is a registered bank and has an AA- rating with Standard and
Poor's.

24. Related Parties
Blackwell Global Holdings Limited (the Group) is controlled by Blackwell Global Group Limited (incorporated in
the Cayman Islands) which owns 84.17% of the Company’s shares. The Group’s ultimate controlling party is Mr
Kaw Sing Chai, who also owns 9.74% of the Company’s shares in his own name. The remaining 6.09% of the
Company’s shares are widely held.

Related party transactions
The following expense was paid by Blackwell Global Investments Limited on behalf of the Group in 2022. It has
been agreed that these costs will not be recovered from the Group. The benefit of these transactions is
recognised in other income (note 5) with the corresponding expenses included in operating expenses. There
were no costs paid on behalf of the Group during the year.
Blackwell Global Investments Limited is a related party through common shareholding.


2023 2022

$ $
Office Rent
- 14,518
Total - 14,518

Other related party transactions


2023 2022
$ $
Invoices issued by: Related party
Anthon
y Harper Ewe Leong Lim - 517

Anthony Harper, where former director Ewe Leong Lim is a partner, provided legal services to the Group.

24.1 Remuneration of Directors

2023 2022

$ $
Sean Jo
yce 86,250 86,250
Crai
g Alexander 51,750 51,750
Total 138,000 138,000

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


27
All directors are common to all the subsidiary companies in the Group.

24.2 Key Management Personnel Remuneration
There was no key management personnel remuneration for directors and senior management during the year.
The directors are remunerated solely through directors fees which are separately disclosed in note 24.1.

24.3 Directors Shareholdings

Number of Shares
Directo
r Holder(s)
2023 2022
Kaw Sin
g Chai (Michael) Kaw Sing Chai (Michael) 55,871,667 55,871,667
Sa
y Chan Law (James) Say Chan Law (James) 19,290,000 19,290,000

All directors are common to all the subsidiary companies in the Group.
As at 31 March 2023, Kaw Sing Chai also has 100% shareholding in Blackwell Global Group Limited (2022:
100%) which holds 482,929,770 shares in the Group (2022: 382,929,770).
During 2019 and 2018, bonds were issued to Blackwell Global Group Limited based in Singapore in which Kaw
Sing Chai has shareholding interests. Refer to note 17 for further details.

24.4 Interested Transactions
During the year, no legal services were obtained from Anthony Harper where former director Ewe Leong Lim is
a partner totalling $Nil (2022: $517).

Directors' Remuneration
Remuneration details of Directors are provided above.

Indemnification and Insurance of Officers and Directors
The Group indemnifies Directors and Executive Officers of the Group against all liabilities which arise out of the
performance of their normal duties as Directors or Executive Officers, unless the liability relates to conduct
involving lack of good faith. To manage this risk, the Group has indemnity insurance. The total cost of this
insurance expensed in the Group during the financial year was $12,396 (2022: $16,268).

Share Transactions
No directors acquired or disposed of any Ordinary Shares in the Group during the year. Blackwell Global Group
Limited, in which Kaw Sing Chai has shareholding interests, capitalised $450,000 of its bonds into Ordinary
Shares. Refer to note 17 for further details.

Directors' Loans
There were no loans made by the Group to the Directors or by the Directors to the Group during the year.

Use of Group Information
The Board received no notices during the year from Directors requesting to use Group information received in
their capacity as Directors which would not otherwise have been available to them.

Notes to the Consolidated Financial Statements
Blackwell Global Holdings Limited
For the year ended 31 March 2023


28
25. Going Concern
The Group has incurred a net loss for the year of $264,717 (2022: loss of $455,083) and as of 31 March 2023
has positive equity of $411,925. The Company is reliant upon the continued support of its lenders including
shareholder advances. The going concern basis assumes continued support of these parties in following
financial periods. Should this support not continue, this may indicate the existence of a material uncertainty
which would impact on the adoption of the going concern assumption. The Board have implemented a number
of strategies to reduce the outgoings of the Company and is actively looking to identify a suitable business
opportunity to invest in and/or acquire through a reverse takeover transaction (RTO).
The Company is able to meet loan repayment commitments and costs given the current bank balance of
$863,899.
The directors in determining that the financial statements be prepared on a going concern basis have taken into
account events subsequent to balance date.

26. Segment Reporting
Operating segments are reported in the manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision maker is identified as the Board of Directors. The Group
internally reported as a single operating segment to the chief decision-maker.

27. Capital Management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust issue of new shares or borrowings to
reduce debt.

28. Lease Commitments
As at 31 March 2023, the Group had no material lease commitments (2022: Nil).

29. Capital Commitments
There were no capital commitments at 31 March 2023 (2022: Nil).

30. Contingent Assets and Liabilities
There are no material contingencies as at 31 March 2023 (2022: Nil).

31. Subsequent Events
There have been no significant events after balance date.

32. Approval of Financial Statements
The financial statements were approved by the directors and authorised for issue on 29 June 2023.

Additional Information
Blackwell Global Holdings Limited
For the year ended 31 March 2023


29
Directors
The names of the Directors of the Group in office at the date of this Report are:
Craig Irving Alexander
Kaw Sing Chai (Michael)
Kim Chan Steve Chua (Alternate)
Sean Robert Joyce (Chair)
Say Chan Law (James)

Auditors
Fees accrued to William Buck in the 2023 year are $11,500.

Employees
The Group no longer has any employees not being directors.

Donations
There were no donations paid during the year (2022: $Nil).

Shareholders
As at 31 March 2023 there were 466 shareholders.

Share Issues
There were 100,000,000 shares issued during the year (2022: 71,428,571).

Shareholder Details
The ordinary shares of Blackwell Global Holdings Limited are listed on the NZX Main Board market operated
by NZX Limited.

Additional Information
Blackwell Global Holdings Limited
For the year ended 31 March 2023


30
Largest Shareholders
Shareholder data in Additional Information is as at 31 March 2023, unless otherwise stated.


Name
Fully Paid Ordinary
Shares Number Held % Held
1 Blackwell Global Group Limited 482,929,770 71.68%
2 Chai Kaw Sin
g 55,871,667 8.29%
3 New Zealand Depositor
y Nominee 30,756,772 4.56%
4 Sa
y Chan Law 19,290,000 2.86%
5 Pat Redpath O`Connor 17,010,002 2.52%
6
Lynton Ross Campbell & Dennis Michael Graham & Mark
Hume Thornton 9,095,514 1.35%
7 Barbara Charlotte Brown 7,834,488 1.16%
8 Annette Kathleen Earl
y 4,010,000 0.60%
9 Minhua Chen 3,082,461 0.46%
10
Fiona Patricia Lyons & Kim Nigel Lyons & K & F Lyons
Trustees Limited 3,001,915 0.45%
11
Paul Richard Huljich & Mark Richard Huljich & Simon Paul
Hul
jich 2,451,664 0.36%
12 Walter Mick Geor
ge Yovich & Jeanette Julia Yovich 2,193,409 0.33%
13 Bnp Paribas Nominees
(Nz) Limited 1,733,436 0.26%
14 Land Securities Limited 1,689,752 0.25%
15 Kim Best 1,400,000 0.21%
16 Teck Khin
g Yong 1,331,069 0.20%
17 David Alexander Kenned
y 1,062,500 0.16%
18 Kenneth Paul Donelan 1,000,000 0.15%
19 Tzu Ton
g Ma 974,500 0.14%
20 Mar
garet Dorothea Greene 819,672 0.12%
20 Walter Mick Geor
ge Yovich 819,672 0.12%


Distribution of Equity Securities


Number of Security Holders Number of Securities
Size of Holdin
g Number % Number %
1-1,000 33 7.08%
21,980
0.00%
1,001-5,000 127 27.25%
433,146
0.06%
5,001-10,000 68 14.59%
574,351
0.09%
10,001-50,000 119 25.54%
2,814,056
0.42%
50,000-100,000 35 7.51%
2,707,461
0.40%
Greater than 100,000 84 18.03%
667,208,065
99.03%
Total 466 100.00%
673,759,059
100.00%

Additional Information
Blackwell Global Holdings Limited
For the year ended 31 March 2023


31
Substantial Product Holders
Pursuant to Section 293 of the Financial Markets Conduct Act 2013, details of substantial product holders and
their total relevant interests as at 31 March 2023 is as follows:

Number of Shares
Blackwell Global Group Limited
482,929,770
Chai Kaw Sin
g
55,871,667
New Zealand Depositor
y Nominee
30,756,772

The total number of Shares on issue as at 31 March 2023 was 673,759,059 (2022: 573,759,059).

Shareholder Enquiries
Shareholders should send changes of address to Link Market Services Limited at the address noted in the
Company Directory. Notification must be in writing. Questions relating to shareholdings should also be
addressed to Link Market Services Limited. For information about the Company please contact the Company
at the Registered Office by sending an e-mail to info@bgholdings.co.nz or visit the website
www.bgholdings.co.nz.

Announcement and Reporting to Shareholders
The Company has established an e-mail list of Shareholders that want to receive announcements and reports
made by Blackwell Global Holdings Limited to the NZX. Announcements and reports are e-mailed to
Shareholders who wish to receive them shortly after they are released. This will include the Annual Meeting
addresses, Annual Reports and Interim Reports. If you want to be added to this listing, please e-mail
registry@bghholdings.co.nz and advise us of your preferred e-mail address. Your e-mail details will be kept
confidential.

Waivers
During the course of the financial year ended 31 March 2023 the Company obtained no waivers from NZX
Limited.

COMPANY DIRECTORY
Blackwell Global Holdings Limited
For the year ended 31 March 2023

32


As at 31 March 2023



Independent Directors

Share Re
gistrar
Sean Jo
yce

Link Market Services Limited
Crai
g Alexander

Deloitte Centre, 80 Queen Street, Auckland

Tel: 09 375 5998
Non-executive Directors

Kaw Sing Chai

Solicitors
Say Chan Law

Chapman Tripp
Kim Chan Steve Chua

Level 34, PwC Tower 15 Customs Street West

Auckland
Re
gistered Office


84 Coates Avenue

Bankers
Orakei, Auckland

ASB Bank Limited


ASB, North Wharf, 12 Jellicoe Street, Auckland
Compan
y Number


1474151

Audito
r


William Buck
Incorporated

Level 4
22 Januar
y 2004

21 Queen Street
Auckland 1010
Shares Issued
673,759,059 Ordinar
y

Auckland | Level 4, 21 Queen Street, Auckland 1010, New Zealand
Tauranga | 145 Seventeenth Ave, Tauranga 3112, New Zealand
+64 9 366 5000
+64 7 927 1234
info@williambuck.co.nz
www.williambuck.com

William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
*William Buck (NZ) Limited and William Buck Audit (NZ) Limited


Blackwell Global Holdings Limited
Independent auditor’s report to the Shareholders

Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Blackwell Global Holdings Limited (the Company)
and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31
March 2023, and the consolidated statement of comprehensive income, consolidated statement of changes
in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated
financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the
consolidated financial position of the Group as at 31 March 2023, and of its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with New Zealand
equivalents to International Financial Reporting Standards (NZ IFRS).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in
accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance
Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand
Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interests in, Blackwell Global Holdings
Limited or its subsidiaries.
Material Uncertainty Related to Going Concern
We draw attention to Note 25 in the consolidated financial statements, which indicates that the Group
incurred a net loss of $264,717 during the year ended 31 March 2023. As stated in Note 25, this event or
condition, along with other matters as set forth in Note 25, indicate that a material uncertainty exists that
may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified
in respect of this matter.

| 34
Information Other than the Financial Statements and Auditor’s Report
Thereon
The Directors are responsible for the other information. The other information comprises the Chairman’s
Report, Corporate Governance Statement, Additional Information, and Company Directory, but does not
include the financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period. These matters are addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have no
key audit matters to report on for the year.
Directors’ Responsibilities
The directors are responsible on behalf of the Group for the preparation of consolidated financial
statements that give a true and fair view in accordance with New Zealand equivalents to International
Financial Reporting Standards, and for such internal control as the directors determine is necessary to
enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion.

| 35
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (NZ) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.

A further description of our responsibilities for the audit of these financial statements is located at the
External Reporting Board (XRB) website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement director on the audit resulting in this independent auditor’s report is Michael Wood.
Restriction on Distribution and Use
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state to the Company’s shareholders those matters which we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for
our audit work, for this report or for the opinions we have formed.




William Buck Audit (NZ) Limited

Auckland
28 June 2023