TradeWindow – 2023 Annual Report

Annual Report
2023
Annual Report
For the year ended 31 March 2023

1
About TradeWindow 2
FY23 at a glance3
Chair & CEO Letter4
Our Leadership6
Our Strategy10
Our Solutions12
Our Customers15
Environmental, Social & Governance16
Corporate Governance Report21
Consolidated financial statements38
Shareholder Information121
Glossary124
This Annual Report is dated 30 June 2023 and is signed on behalf of
the Board of Directors of Trade Window Holdings Limited by Alasdair
MacLeod, Chair, and AJ Smith, Chief Executive Officer.
Alasdair MacLeod Chair AJ Smith Chief Executive Officer
Contents

23
Built to super-connect global trade
Our mission
To make global supply
chains more productive,
connected and visible
What we do
Traditional trade processes are complex, time-consuming, expensive and
prone to human error.
TradeWindow provides the tools and support for exporters, importers,
freight forwarders, and customs brokers to move away from inefficient
trade processes and begin the journey to digital transformation,
streamlining business processes and driving profitability.
Visit www.tradewindow.io for more information
About
Trade Window
Our vision
End-to-end
connectivity across
global supply chains
FY23 at a glance
TradeWindow’s strong FY23 growth reflects increasing
demand for our digital trade solutions. Exporters,
importers and freight forwarders are seeing the benefits
of moving from manual processes to digital trade and
are selecting TradeWindow solutions to be more efficient,
connected and transparent.
Annual recurring
revenue
∆
Cash and cash
equivalents
Cube revenue
growth
Net loss after tax
* Earnings before interest, tax, depreciation and amortisation
∆
Annual recurring revenue is calculated using subscription revenue for March 2023 and the monthly average of transaction revenue for Q4 2023 annualised.
$4.9m
+341%
$5.7m$11.7m93%
$9.8m$5.2m$6.1m
Trading revenue Total incomeEBITDA loss*Customer retention

45
Chair & CEO letter
Dear Shareholders
The past year has seen continued growth for
TradeWindow’s business as exporters, importers, and
freight forwarders embrace digital trade and select our
solutions. Revenue growth reflected increased sales
across all product lines with Cube, the cornerstone of the
global trade platform, delivering a 341% revenue increase
and representing 12% of annual recurring revenue at
reporting date.
At the same time, FY23 brought challenges with a need
to right-size our cost base to put TradeWindow on a more
sustainable footing as we balance growth, profitability
and available funding. These were difficult but necessary
decisions, with cost reductions being visible in the FY24
year.
Looking ahead, our comprehensive solutions, underpinned
by our global trade platform, mean we are well positioned
to take advantage of the growing opportunities in digital
trade in existing and new markets.
The opportunity and our focus
The commercial opportunity for TradeWindow remains
significant with rapidly growing global markets in supply
chain management IT and food traceability. Within a few
years, by 2026, predictions are that these two areas will be
close to $100 billion.
We remain committed to targeted investments to ensure
we grow and scale at the right pace. We made significant
progress during the FY23 year in building key elements of
the global trade platform. It’s important to note that we are
already monetising the platform, and seeing the benefits
from prior investments.
Business highlights
Business momentum is continuing to build with a
particularly strong final quarter to the 2023 financial year.
We have seen growth in products used by exporters and
importers, with revenue up 23%, and by freight forwarders,
up 36%. Our key Australasian market performed strongly,
with trading revenue up 27%.
During the second half, we successfully implemented
new processes to increase the speed of onboarding. This
minimises the time between sales conversions and receipt
of revenue as well as improves customer experience.
Financial performance
Trading revenue was $4.9 million, up 27% from $3.9
million, reflecting solid organic growth and the full-year
impact of prior acquisitions. Revenue growth reflected
increased sales across all product lines. Total income
was $5.7 million, up 18% from $4.9 million. Other financial
results included:
• Annualised recurring revenue (ARR) grew by 39% to
$5.2 million, the result of strong sales growth and 93%
customer retention.
• Recurring revenue as a percentage of trading revenue
was 90%, up from 83% in FY22.
• TradeWindow’s monthly average revenue per customer
was up 9% to $1,289 for exporters and importers and
up 22% to $595 for freight forwarders.
• Total operating expenses were $17.4 million, up 21%
from $14.4 million, reflecting planned investments in
market development and the global trade platform.
• TradeWindow’s EBITDA loss was $11.7 million, up 22%
from $9.5 million, and its net loss after tax reduced to
$9.8 million4 from $10.8 million.
Capital management
During the second half, we raised $5.4 million under a
capital raising. At 31 March, our cash balance was $6.1
million. Our January capital raising occurred in a very
challenging funding environment and we continue to work
hard to ensure the necessary funding is in place. Taking
into account the cost reductions completed, we anticipate
sufficient funding for the FY24 year. This excludes any
funding TradeWindow may receive during the FY24 year.
Outlook
TradeWindow is well positioned to maximise opportunities
in digital trade and food traceability. We anticipate that
demand will be driven by exporters, importers, and freight
forwarders seeking cost efficiencies from technology and
needing to meet new regulatory standards, especially in
food traceability.
We affirm guidance for FY24 trading revenue at $7.0
million to $8.0 million.
We continue to focus on cost discipline and anticipate
average monthly cash outflow to reduce from $1.0 million
for the second half of FY23 to $400,000 for the second
half of FY24.
We anticipate achieving monthly EBITDA breakeven by the
end of FY25 and monthly cashflow breakeven in FY26.
Guidance for FY24 is 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
Thank you to you, our shareholders, for your support
over the past year as we continue to evolve and grow the
TradeWindow business. We also express our thanks to our
customers, and to our staff for your dedication and hard
work. Thank you.
Up 27% (Total Revenue
$5.7m, up 18%)
Up 9%
Down 4 ppt
Down 1 ppt
Up 39%
Up 22%
Up 21 on FY22 (organic
12, acquired 9)
Up 4 ppt on FY22
$4.9m$5.2m
$595
475
56%$1,289
46%
93%
Trading revenue
ARPC (Shippers)
Gross Margin
Customer
retention rate
% of expenses
R&D and
Commercialisation 
CustomersAnnual Recurring
Revenue
ARPC (Freight
Forwarders)
Key performance indicators - FY23

67
Directors and senior
leadership team
Board of directors
Alasdair MacLeod has broad governance experience
across the software, technology and not for profit
sectors and has worked extensively with primary industry
exporters. He is a former Partner of Deloitte NZ and until
December 2022 was Chair of NZX-listed Napier Port
Holdings Limited. He is currently Chair of Silverstripe
Limited, a Wellington-based digital experience company.
He was Chair of the Hawke’s Bay chapter of Export NZ for
seven years.
AJ Smith is a founding shareholder of TradeWindow and
has been the CEO from the company’s inception in 2018
building on a track record of innovation and investment
in successful rapid-growth companies including
MediFin, GreenFin and Bonds Africa (South Africa) and
Commonwealth Finance Group (Switzerland). With a
strong belief in building high-performance teams, AJ is
an active executive member of the Young Presidents
Organisation.
Kerry has three decades of financial management
experience. He started his career with EY Wellington
before following a career across Asia primarily in the
media and entertainment sector. Kerry has previously
held senior finance positions with Take-Two Interactive
Software (Singapore), Jupiter TV (Japan), Bloomberg
(Japan) and News Corporation (Japan). He is a current
director of Northpower and Northpower Fibre.
Diana Puketapu (Ngāti Porou) is a finance professional
by career with a broad background in commercial, iwi
and sports governance. Diana has a strong governance
background, with her current portfolio including
directorships on NZX-listed Napier Port Holdings Limited,
Ngati Porou Holdings and New Zealand Cricket. In 2015
she was elected to the board of the New Zealand Olympic
Committee and in 2022 she was elected Chair.
Phil Norman is a professional director and business
advisor for growth companies. His career has included
management, ownership and governance roles in many
local and international businesses. He was founding
chairman of Xero Limited for five years and is currently
chair of NZX-listed Just Life Group and Loyalty New
Zealand Limited. He is also a director and former chair of
NZX/ASX-listed TASK Group Holdings Limited.
Alasdair MacLeod
Independent Chair
AJ Smith
Executive Director and
Chief Executive Officer
Phil Norman
Independent Director
Diana Puketapu
Independent Director
Kerry Friend
Executive Director

89
Senior leadership team
AJ Smith is a founding shareholder of TradeWindow and
has been the CEO from the company’s inception in 2018
building on a track record of innovation and investment
in successful rapid-growth companies including
MediFin, GreenFin and Bonds Africa (South Africa) and
Commonwealth Finance Group (Switzerland). With a
strong belief in building high-performance teams, AJ is
an active executive member of the Young Presidents
Organisation.
Adrian has strategic, commercial and operational experience
in leadership roles covering health, pharmaceuticals,
manufacturing, retail, renewable energy and international
trade. Managed major programmes of work, product
launches, organisational change and growth initiatives in New
Zealand and internationally.
Kerry Friend
Executive Director
Deidre Campbell
Chief Financial Officer
Deirdre joined TradeWindow in February 2020. Prior to
this, she was Group CFO of Methven Limited. Deidre has
extensive experience in leading and building teams, policy and
processes in finance and governance to support and enable
business through NZX listing, mergers and acquisitions and
international growth. Deirdre holds a Bachelor of Accounting
from Auckland University of Technology and Wintec –
Waikato Institute of Technology. She is also a member of the
Chartered Accountants Australia and New Zealand.
AJ Smith
Executive Director and
Chief Executive Officer
Andrew is an experienced business strategist, deal maker,
and problem solver. His background is in planning, strategy,
corporate finance and consultancy. He has a proven track
record for delivering complex transactions including the
procurement of NBN Co’s satellite network. Andrew has a
Bachelor of Business Studies in Accounting from Massey
University and an MBA from the Australian Graduate School of
Management.
Andrew Balgarnie
Chief Strategy Officer
Dewald is a lawyer with more than 20 years’ experience in
corporate and commercial law. Prior to joining TradeWin-
dow in December 2019, Dewald worked as Registrar at a
South African university where he oversaw governance
and compliance for more than 40 institutional committees.
He has served as Director on various Boards and has a
BProc and an LLM in International Corporate Finance Law,
and is currently pursuing a Doctorate in Business Admin-
istration
Dewald van Rensburg
Chief Operating Officer
Kerry has three decades of financial management
experience. He started his career with EY Wellington before
following a career across Asia primarily in the media and
entertainment sector. Kerry has previously held senior
finance positions with Take-Two Interactive Software
(Singapore), Jupiter TV (Japan), Bloomberg (Japan) and
News Corporation (Japan). He is a current director of
Northpower and Northpower FIbre.
Adrian Collier
Chief Product Officer

1011
Our strategy
CASE STUDY
Market penetration
Build on the foundations
of our acquired customer
base across A/NZ, and
expand into Asia & US
Acquire
Accelerate growth
Continue to look for ways to accelerate our strategic priorities and growth through targeted acquisition
Add customer value
Build trusted
relationships with our
existing customers; with
market leading brands
taking up Cube
Global trade platform
Converge proprietary
and acquired
software solutions
into a highly scalable
global trade platform
Build capability
Create and maintain
an environment focused
on performance,
innovation and
accountability
LandGrowUnifyPeople
We remain focused on delivering our high-level strategy,
with a shift in emphasis to focus our resources on the
Land and Grow pillars. We believe this will provide a faster
path to having a self-sustaining model.
ANZCO
The challenge

The number of documents required to support the
export of its diverse product offering to different
key markets – including Japan, China, the USA,
countries within the European Union, and the
United Kingdom – are vast. Prior to having a
digital solution in place, it was extremely time-
consuming for the ANZCO team to complete the
documentation, with lots of room for error given the
manual processing that was involved.
Strategic summary
Trusted digital trade facilitation delivered through a global trade platform
that connects our customers with their supply chain ecosystem.
Overview
ANZCO Foods is a dynamic multinational company
and one of New Zealand’s largest exporters, with
sales of $1.7 billion annually and customers in more
than 80 countries.
The diversity of ANZCO’s products, from high-quality
beef and lamb to its healthcare division, means that
shipping requirements for its frozen, chilled, dry, and
specialised products can be complex, with multiple
layers of documentation required.
The solution

ANZCO’s New Zealand operations commenced
using TradeWindow Prodoc in April 2021, shortly
followed by TradeWindow Cube and TradeWindow
Origin in November 2021.
The outcomes

• A 63.4% productivity increase
• Completion of documentation per shipment
reducing from 45 minutes to 11 minutes
• Reduction in email by 40 to 50 emails per day
• Reduction in time to generate a Certificate of
Origin from up to 24 hours to 20 seconds.
“The feedback we have received from our own customers
has been phenomenal. Implementing TradeWindow Prodoc,
TradeWindow Cube, and TradeWindow Origin has been a positive
journey for us, and the results speak for themselves”
ANZCO Foods Document Manager
Leigh-Anne Furby
For the full case study please visit
www.tradewindow.io/meat/anzco

1213
Visibility
Connectivity
Productivity
TradeWindow’s Prodoc, ExpressDoc, Freight, and ExpressFreight (SpeEDI) solutions are designed for exporters,
importers, freight forwarders, and customs brokers to run business critical processes. Solutions are purpose-
built, with each designed to capture data at source and automate workflows to deliver efficiency, accuracy, and
quality for all involved. Integration into Cube enables automation of cross-organisational workflow, with data
available from the source in near real-time.
TradeWindow’s Cube solution enables organisations involved in global trade to securely share mission- critical
data and collaborate with partners across the supply chain ecosystem. Trusted collaboration is made possible
using an enterprise-grade security underpinned by blockchain technology. Permissioned parties can view
and edit, with actions recorded on an immutable audit trail. Cube is designed to connect all parties through
integration into incumbent systems used in each part of the supply chain.
TradeWindow’s Assure+ solution is designed to enhance transparency both within organisations and across the
supply chain. Assure+ enables organisations to re-use data to build trust with both businesses and consumers.
Our solutions
TradeWindow’s solutions are designed to be adopted in increments,
delivering increasing value to customers.
Customers start by digitising their back-end operations with TradeWindow’s Productivity solutions. Digitisation
of internal processes can provide a catalyst for organisations to take the next step in their digital transformation
journey – secure connectivity with permissioned partners across the supply chain ecosystem. Data captured by the
Productivity and Connectivity solutions can be re-purposed, aggregated, and enriched to provide customers increased
levels of visibility across their supply chain to more effectively manage risk and engage customers.
+

1415
475 organisations use our technology
Some of the world’s most prolific agriculture exporters rely on our solutions to run business critical operations
Diversified customer base
We have low customer concentration risk with
no single customer contributing more than 5.5%
1
0%
1%
2%
3%
4%
5%
6%
2345678910
Top 10 Customers % of trading revenue
DairyMeatSeafoodHorticultureOther

1617
Introduction
Responsible leadership, characterised by our values
which emphasise accountability, integrity, competence,
responsibility, fairness and transparency, has been the
defining ethos of TradeWindow, and contributes towards
ensuring good corporate citizenship. Decisions, actions
and deliberations are conducted with sensitivity to the
legitimate interests and expectations of all stakeholders
and TradeWindow fully understands the triple context in
which it operates – economy, society, and environment.
TradeWindow exercises leadership within a governance
system to ensure that its mission is carried out within
a framework that promotes diversity and inclusion,
benefits society, protects the environment, and ensures
sustainability. TradeWindow aspires to have a low
environmental impact and we encourage customers,
suppliers, and other stakeholders to do the same.
Environmental
As a software development company TradeWindow
operates in an online environment, with its operational
model primarily utilising office-based employees. For this
reason, TradeWindow’s direct environmental footprint is
relatively small and is made up largely from third-party
data centres, energy used in its offices, employee travel
and from the typical consumables of an online, office-
based business.
TradeWindow is committed to minimising our
environmental impact as an integral part of our business
strategy and operating methods. Our key environmental
initiatives include:
• Hybrid working – TradeWindow employees can
choose to work from home part of the time,
reducing the carbon emissions associated with
commuting.
• Travel – We are conscientious when booking
travel and, where possible, combine meetings
to minimise our trips and reduce CO2 emissions.
• Minimal-paper office – TradeWindow uses digital
solutions to store and manage company records.
• Cloud-computing – TradeWindow partners with
both Microsoft and Amazon Web Services (‘AWS’)
as providers of cloud services. Microsoft has
been carbon neutral since 2012 and is
committed to zero-waste by 2030. AWS has
a long-term commitment to use 100% renewable
energy by 2027.
• Recycling – Our offices are equipped with, and
staff fully embrace recycling.
This Environmental, Social and Governance (‘ESG’) Report, which
incorporates TradeWindow’s Statement on Governance was approved
by the Board of TradeWindow Holdings Limited on 27 June 2023 and is
accurate as at that date. The Board does not undertake any obligation to
revise this Report to reflect events or circumstances after 27 June 2023
(other than in accordance with the continuous disclosure requirements
of the applicable Listing Rules).
Environmental, Social
and Governance Report
Social
TradeWindow is committed to creating an open workplace
where every team member is welcomed, supported, and
inspired, and where diversity is celebrated. TradeWindow’s
diversity and inclusion principles will be practically
implemented across the business by:
• providing training and education that raises
employee awareness of inclusion and diversity
and associated benefits supported by
Trade Window’s membership to Diversity Works NZ
• ensuring our recruitment, development and
management approaches enable inclusion and
diversity at all levels;
• ensuring our people receive fair and equitable
pay and benefits. Our remuneration is governed
Climate-related disclosures
TradeWindow is supportive of efforts to mitigate the
impact of commercial activities on the environment.
TradeWindow will make annual disclosures covering
governance arrangements, risk management, strategies,
metrics and targets for mitigating and adapting to climate
change impacts once it meets the definition of a Climate
Reporting Entity. It is not anticipated that TradeWindow
will meet the market capitalisation threshold requirements
in the medium term. Notwithstanding, TradeWindow will
continue to monitor its status and prepare accordingly.
As an early stage company TradeWindow’s primary focus
is on building its revenues and becoming financially
sustainable, while being conscious of its role in the supply
chain and attempting to put environmentally friendly
behaviours in place.
Be real
We value diversity of thought,
honesty and openness – we
challenge with respect
Always engaged
We take time to understand our
customers and stakeholders to
deliver the best work of our lives
Think big
We challenge the definition
of possible
Own it
We always deliver,
and on time
One team
We take bold steps together to
deliver the smartest solution
Fiercely efficient
We make each minute and
every dollar count
TradeWindow’s values

1819
by the Nomination and Remuneration Committee;
enhancing processes and policies to encourage
greater flexibility and diversity;
• entrenching inclusion and diversity in our culture
through engaging internal communications and
events;
• regularly tracking progress against targets; and
• having zero tolerance for harassment,
discrimination, or victimisation which is
documented in TradeWindow’s Code of Ethics.
TradeWindow’s growth plans rely on attracting
and retaining highly skilled and experienced
subject matter experts from both commercial and
technical domains. As TradeWindow operates in an
industry that is competitive for talent, the senior
leadership team has been focused on shaping a culture
that people aspire to be a part of. Our environment is
focused on performance, innovation,and accountability.
Early in TradeWindow’s history, the senior leadership
team came together to define the behaviours that
underpin the Company’s high- performance team culture.
TradeWindow’s culture manifesto and values are shown in
the diagram on the preceding page, and regular company-
wide meetings are used to reinforce their importance to all
staff. They describe what is important, set expectations,
and guide decisions.
TradeWindow’s culture manifesto
Innovation starts with people. We’re a diverse team of
highly skilled subject matter experts. Together with our
customers we work to overcome the challenges in global
trade. Shared values, creativity and passion push us to
deliver the best work of our lives.
TradeWindow operates in a dynamic, fast-paced
environment. Our people need to continuously acquire
knowledge and learn new skills, as we believe new ideas
spur opportunities for innovation. In addition to on-the-job
Board and Committee Composition
BoardAudit and Risk CommitteeNomination and Remuneration
Committee
Alasdair MacLeod
Chairperson and Independent Director
Diana Puketapu
Chair
Phil Norman
Chair
Diana Puketapu
Independent Director
Alasdair MacLeodAJ Smith
Phil Norman
Independent Director
Phil NormanDiana Puketapu
AJ Smith
Executive Director and CEO
Kerry FriendAlasdair MacLeod
Kerry Friend
Executive Director
People by TenurePeople by AgePeople by Nationality
training, TradeWindow offers employees the opportunity to
build skills through courses best matched to the needs of
the business, their ambition and experience.
We make wellbeing a priority at TradeWindow. Our people
are provided with health insurance, and five days paid
“Chill” days. TradeWindow provides a stimulating and
healthy work environment with modern offices and flexible
working options.
Governance focus
The Board and management of TradeWindow are
committed to ensuring that TradeWindow maintains
corporate governance practices that are in line with best
practice, and that TradeWindow adheres to the highest
ethical standards.
TradeWindow is listed on the New Zealand Stock
Exchange (‘NZX Main Board’) and needs to comply with
the NZX Listing Rules. The Board has had regard to the
NZX Listing Rules and a number of corporate governance
recommendations when establishing its governance
framework, including the NZX Corporate Governance
Code dated 17 June 2022. TradeWindow’s implementation
of these recommendations is set out in the Corporate
Governance Statement.
TradeWindow’s Board has been appointed to protect and
enhance the long-term value of TradeWindow and to act in
the best interests of its stakeholders.
The Board is the ultimate decision-making body of the
company and is responsible for the corporate governance
of the company. The role and responsibilities of the Board
are set out in the Board Charter, which can be found on the
investor centre of the Company’s website.
The Board has established two standing Board
Committees to assist in the execution of the Board’s
responsibilities, namely the Audit and Risk Committee
and the Nomination and Remuneration Committee. An
overview of the composition of the Board and Board
Committees is shown below and biographical information
for directors is set out on pages 6 – 7 of this Annual
Report.
0 - 6 months
American
Indian
< =19
6 - 12 months
British
Ecuadorian
Chinese
Sri LankanNew Zealand
South African
Brazilian
German
Singaporean
Australian
Filipino
20-29
12 - 18 months
30-39
60+
18 - 24months40-49
24 months +50-59

2021
Corporate governance
statement
TradeWindow actively embraces good corporate governance as it protects the
interests of all stakeholders and creates and enhances value over the short
and long term. At TradeWindow, we regularly review our corporate governance
systems and are always looking at opportunities for improvement.
The NZX Listing Rules (‘Listing Rules’) require TradeWindow to formally report its compliance
with the recommendations contained in the NZX Code. TradeWindow’s implementation
of these recommendations is set out in this Corporate Governance Statement. The Board
considers that (unless specifically stated) TradeWindow’s corporate governance structures,
practices and processes have followed all of the recommendations in the NZX Code since
listing on the NZX on 22 November 2021 until 31 March 2023.
This Corporate Governance Statement was approved by the TradeWindow Board (the ‘Board’)
on 27 June 2023. All of the policies and charters referred to below are available on our web-
site at https://tradewindow.io/investor-centre. Unless stated otherwise, all of the information
in this statement is current as at 31 March 2023.

2223
PRINCIPLE 2 – BOARD COMPOSITION
& PERFORMANCE
“To ensure an effective
board, there should be a
balance of independence,
skills, knowledge,
experience and
perspectives.”
Recommendation 2.1
The board of an issuer should operate under a written
charter which sets out the roles and responsibilities of
the board. The board charter should clearly distinguish
and disclose the respective roles and responsibilities of
the board and management.
The Board Charter sets out the roles and responsibilities
of the Board, its composition, meeting administration,
performance assessment and relationship with
shareholders and stakeholders. It requires that the Board
meets formally at least six times annually, and clearly
distinguishes between the role of the Board and the role of
management.
The Board delegates responsibility to the CEO for
implementing our strategic direction and day-to-day
operations, as recorded in our Delegated Authorities
Policy. Management provides detailed reports to the Board
to keep the Board up to date with key operational activities
and other aspects, including financial performance.
The Company Secretary supports the effectiveness of
the Board by ensuring that its policies and procedures
are followed. The Company Secretary coordinates the
completion and dispatch of the Board agendas and papers
and is directly accountable to the Board, via the Chair, on
all governance matters.
Recommendation 2.2
Every issuer should have a procedure for the nomination
and appointment of Directors to the board.
The procedure for the appointment and removal of
directors is ultimately governed by the Company’s
Constitution and relevant NZX Listing Rules.
TradeWindow’s Board has established a Nomination
and Remuneration Committee with an approved Charter.
The Charter sets out the purpose and objectives of
the committee as well as the role that it plays in the
nomination and appointment of Directors to the Board.
The majority of committee members are non- executive,
independent directors. It is a requirement that the Board be
structured to ensure that, as a collective group, it has the
skills, experience, knowledge, diversity and perspective to
fulfil its purpose and responsibilities.
The Committee makes recommendations to the board
from time to time as to the appointment and re-election of
directors, having regard to the board composition. It is the
responsibility of the Committee to ensure that individuals
that are recommended by the Committee are suitably
qualified for eligibility for selection as a director.
In nominating candidates, the Committee takes into
consideration the terms of reference for the directors
and such other factors as it deems appropriate, such
as experience, qualifications, character, criminal record,
bankruptcy history, judgment, ability to work with others,
current Board composition and skillset and diversity and
inclusion.
The minimum number of Directors to be appointed to
the TradeWindow Board comprises two independent,
non-executive directors. The Board’s standards for
determining independence include the requirements of
the NZX. In particular, the Board will give preference to
the non-exhaustive factors set out in the NZX Corporate
Governance Code (as amended from time to time).
PRINCIPLE 1 – CODE OF ETHICAL
BEHAVIOUR
“Directors should set
high standards of ethical
behaviour, model this
behaviour and hold
management accountable
for these standards being
followed throughout the
organisation.”
Recommendation 1.1
The board should document minimum standards of
ethical behaviour to which the issuer’s directors and
employees are expected to adhere (a code of ethics).
It should outline internal where to find it should be
communicated to the issuer’s employees. Training
should be provided regularly in reporting procedures
for any breach of ethics and describe the issuer’s
expectations about behaviour including around conflicts,
acting honestly and with integrity, handling gifts and
whistleblowing.
We are committed to maintaining high standards of
honesty, integrity, and ethical conduct. Our expectations in
this respect are set out in our Code of Ethics, Continuous
Disclosure Policy, and our Securities Trading Policy.
Employees receive information and training on ethical
conduct, conflict of interest disclosures, whistleblowing,
and securities trading. Breaches of policy are taken
seriously. We have a Policy on Protected Disclosures
which enables employees to raise breaches of policy
confidentially, if required.
We maintain conflicts of interest registers which are
continuously being monitored internally and by the Board.
The key policies are available on our website.
Recommendation 1.2
An issuer should have a financial product dealing policy
for directors and employees.
Our Policy on Securities Trading summarises the law
on insider trading and restrictions on Directors and
employees dealing in our shares. The policy introduces
a trading prohibition for Directors and certain employees
(‘Restricted Persons’) at defined times (‘blackout periods’).
Compliance with the Securities Trading Policy is
monitored through a consent process, through education
and via notification by TradeWindow’s share registrar
(‘Computershare’) when any director or senior manager
trades in TradeWindow securities.

2425
The Board will assess the independence of directors on
their appointment and at least annually thereafter. Before
any candidate is finally selected, appropriate fit and proper
background checks are undertaken.
Important information about candidates is provided to
shareholders in the notice of meeting at which they will
vote on the appointment of a new Director.
Recommendation 2.3
An issuer should enter into written agreement with each
newly appointed director establishing the terms of the
appointment.
All Directors enter into a written agreement with
TradeWindow. The agreement outlines their appointment
terms, and role requirements, including time commitments
and remuneration, as well as indemnity and insurance
arrangements.
Recommendation 2.4
Every issuer should disclose information about each
director in its annual report or on its website including
a profile of experience, length of service, independence
and ownership interests and director attendance at
board meetings.
Director Profiles are included on pages 6 - 7 of this
Annual Report. Each profile contains information on the
experience, length of service, capacity in which they serve
on the board as well as disclosed interests. Ownership
Interests are provided on pages 113 - 115 of this Annual
Report. The table below provides an overview of Director
attendances at board meetings during the year under
review.
In addition to normal generally monthly
Board meetings, Trade Window Holdings
Limited held a number special Board
meetings throughout the year related to
non-routine matters including finalisation
of the acquisition of Rfider, two capital
raises, a cost reduction process,
and review of strategic partnership
opportunities.
Recommendation 2.5
An issuer should have a written diversity policy which
includes requirements for the board or a relevant
committee of the board to set measurable objectives
for achieving diversity (which, at a minimum, should
address gender diversity) and to assess annually both
the objectives and the entity’s progress in achieving
them. The issuer should disclose the policy or a
summary of it.
TradeWindow is committed to cultivating an environment
that promotes and values diversity and creating an open
workplace where every team member is welcomed,
supported, and inspired.
We believe TradeWindow is a place where all our
employees can express themselves, and our collective
unique differences and experiences can contribute to the
success of our people and the business.
We are committed to removing perceived or tangible
barriers to becoming part of our team, treating everyone
fairly and respectfully, and providing equal opportunities
based on performance and potential. We have zero-
tolerance for harassment, discrimination, or victimisation.
The policy provides that the Board is responsible for
establishing measurable objectives for achieving diversity
which reflect the principles set out in the policy and which
address, at a minimum, gender diversity.
Each year TradeWindow will review the effectiveness
and relevance of the policy; the metrics to identify areas
for improvement of inclusion and diversity across the
business; and measure TradeWindow’s performance with
respect to the policy, including that towards achieving the
measurable objectives.
The table below sets out the gender balance at
TradeWindow as at 31 March 2023.
As at 31 March 2023
FemaleMaleTotal
Directors145
Senior Leadership Members134
Employees and Contractors3373106
Total (Including directors)3580115
Percentage30%70%100%
Director meeting attendance
as members
Number of meetings FY23TWHLTWLNRCARC
Alasdair MacLeod
Independent Director221048
Diana Puketapu
Independent Director211039
Phil Norman
Independent Director191048
AJ Smith
Executive Director & CEO22104-
Kerry Friend
Executive Director219-9

2627
Recommendation 2.6
Directors should undertake appropriate training to
remain current on how to best perform their duties as
Directors of an issuer.
The Board normally commits to sessions of organised
visits and meetings focused on some aspect of the
business. Directors also attend a number of workshops
with Management annually to agree on TradeWindow’s
purpose and strategy.
New directors participate in an induction programme,
designed to educate them about TradeWindow and our
governance arrangements. Directors are expected to fulfil
Continuing Professsional Development obligations of
professional organisations to which they belong.
Recommendation 2.7
The board should have a procedure to regularly assess
director, board and committee performance.
The Board Charter regulates the performance
assessment process of the Board, its committees and
directors.
The Board undertakes a bi-annual evaluation of its
performance which includes a review of the Board’s role,
Board processes and committees to support that role;
review of the performance of the Board and each director;
and identify and effect any amendments to the Board
Charter if deemed necessary. An external performance
review may be conducted if required.
Recommendation 2.8
A majority of the board should be independent Directors.
Three of the current five Directors are independent.
TradeWindow has considered the independence of its
three Independent Directors against the definition in the
NZX Listing Rules, the commentary to Recommendation
2.4 in the Corporate Governance Code, and its Board
Charter and is satisfied that the relevant Directors are
independent.
Recommendation 2.9
An issuer should have an independent chair of the board.
If the chair is not independent, the chair and the CEO
should be different people.
TradeWindow’s Chair of the Board, Alasdair MacLeod, is an
Independent Director.
PRINCIPLE 3 – BOARD COMMITTEES
“The board should use
committees where
this will enhance its
effectiveness in key areas,
while still retaining board
responsibility.”
Recommendation 3.1
An issuer’s audit committee should operate under a
written charter. Membership on the audit committee
should be majority independent and comprise solely of
non-executive Directors of the issuer. The chair of the
audit committee should be an independent director and
not the chair of the board.
TradeWindow has established an Audit and Risk
Committee. The roles and responsibilities are set out in
the Committee Charter. The Audit and Risk Committee
provides advice to the Board in respect of: external
financial reporting; risk management and processes;
internal and external audit processes; and internal control
mechanisms.
The Chair of the Audit and Risk Committee reports back to
the Board at each meeting and makes recommendations,
as necessary. The Committee reviews its performance
against its Charter bi-annually.
The Audit and Risk Committee comprises four members,
with a maximum of five, the majority of which are
independent directors. The chair of the Audit and Risk
Committee is Diana Puketapu. She is an independent
non-executive director with a financial background, and
she is not the chair of the Board. Whilst the Audit and Risk
Committee does not solely comprise of non-executive
Directors (per Recommendation 3.1), the Board considers
that Kerry Friend provides important financial experience
and skills that are valuable to the Committee.
Recommendation 3.2
Employees should only attend audit committee meetings
at the invitation of the audit committee.
External advisors, the Chief Financial Officer, Chief
Executive Officer, and others as appropriate may be invited
to attend Audit and Risk Committee meetings at the
discretion and invitation of the Committee.
Invitees may be requested to withdraw from the meeting
at any time by the meeting Committee Chair.
Recommendation 3.3
An issuer should have a remuneration committee
which operates under a written charter (unless
this is carried out by the whole board). At least a
majority of the remuneration committee should be
independent Directors. Management should only attend
remuneration committee meetings at the invitation of
the remuneration committee.
TradeWindow has established a Nomination and
Remuneration Committee. The roles and responsibilities
are set out in the Committee Charter. The Committee’s
role is to assist the board in discharging its responsibilities
in relation to the management and risk compliance of
statutory and regulatory requirements in relation to
human resources by the Chief Executive Officer and senior
management; identifying and recommending candidates
to the Board for appointment as a director; remuneration
and benefits policies of TradeWindow’s senior executives
and management; appointment; remuneration and
evaluation of the Chief Executive Officer and succession
planning in relation to him/her; the composition of the
board.
Where necessary, it can engage external advisors for
assistance in connection with the suitability of current
or new board members; and reviewing annual incentive
targets and TradeWindow-wide salary and incentive
policies.
The Chair of the Nomination and Remuneration
Committee report back to the Board at each meeting and
makes recommendations, as necessary. The Committee
reviews its performance against its Charter at least once
a year.
The Nomination and Remuneration Committee comprises
four members, with a maximum of five, the majority
of which are independent directors. The chair of the
Nomination and Remuneration Committee is Phil Norman.
External advisors, the Chief Financial Officer, and others
as appropriate may be invited to attend Nomination and
Remuneration Committee meetings at the discretion and
invitation of the Committee. Invitees may be requested
to withdraw from the meeting at any time by the meeting
Committee Chair
Recommendation 3.4
An issuer should establish a nomination committee to
recommend director appointments to the board (unless
this is carried out by the whole board), which should
operate under a written charter. At least a majority of the
nomination committee should be independent Directors.
As previously indicated, the company does not have a
standalone nomination committee but instead merged
the function into the Nomination and Remuneration

2829
Company provides continuous disclosure of information
to the investment community and that shareholders have
all the information available that they may reasonably
require to make informed assessments of the Company’s
prospects.
TradeWindow is committed to ensuring the integrity
and timeliness of its financial reporting, and to providing
information to shareholders in a timely manner.
Recommendation 4.4
An issuer should provide non-financial disclosure at
least annually, including considering environmental,
social sustainability and governance factors and
practices. It should explain how operational or non-
financial targets are measured. Non-financial reporting
should be informative, include forward looking
assessments, and align with key strategies and metrics
monitored by the board.
To assist shareholders to make meaningful investment
decisions, in addition, to reporting historical statutory
financial information, TradeWindow is committed
to providing shareholders with a balanced and
understandable assessment of its performance, business
model, strategic objectives and progress against meeting
those objectives at each earnings announcement and in its
full-year reports.
TradeWindow is committed to developing long- term value
creation. As part of this commitment, TradeWindow’s
Board is focused on delivering a sustainable future for its
business, people, customers and communities by doing
what is right. The Company’s ESG report provides an
overview of how TradeWindow has both positively and
negatively impacted the economic life of the community in
which it operated during the year under review.
Sustainability is interlinked with the Company’s
governance, strategy, risks and opportunities and key
performance indicators. The ESG report also provides
a forward-looking statement on how the Board believes
that it can improve the positive aspects and eradicate or
ameliorate the negative aspects concerning environmental,
Committee. The Nomination and Remuneration
Committee operates under a written charter and the
majority of the Committee members are non-executive,
independent directors.
As indicated under recommendation 2.2 the committee’s
role is to recommend director appointments to the board
with due consideration to the terms of reference for the
directors and such other factors as it deems appropriate,
such as experience, qualifications, character, criminal
record, bankruptcy history, judgment, ability to work
with others, current Board composition and skillset and
diversity and inclusion.
Recommendation 3.5
An issuer should consider whether it is appropriate to
have any other board committees as standing board
committees. All committees should operate under
written charters. An issuer should identify the members
of each of its committees, and periodically report
member attendance.
The board charter enables the Board to establish other
committees, as required from time to time. The two
established committees are the Audit and Risk Committee
and the Nomination and Remuneration committee,
each with its own charter. Membership and attendance
information is provided in the table under recommendation
2.4.
Recommendation 3.6
The board should establish appropriate protocols that
set out the procedure to be followed if there is a takeover
offer for the issuer including any communication
between insiders and the bidder. The board should
disclose the scope of independent advisory reports to
shareholders.
These protocols should include the option of
establishing an independent takeover committee,
and the likely composition and implementation of an
independent takeover committee.
PRINCIPLE 4 – REPORTING &
DISCLOSURE
“The board should
demand integrity in
financial and non-financial
reporting, and in the
timeliness and balance of
corporate disclosures.”
Recommendation 4.1
An issuer’s board should have a written continuous
disclosure policy.
Our Continuous Disclosure Policy reflects TradeWindow’s
commitment to: maintaining a fully informed market
through effective communication with the NZX, the
Company’s shareholders, investors, analysts, media and
other interested parties (together “stakeholders”); and
providing all stakeholders with equal and timely access
to material information concerning the Company that is
accurate, balanced, meaningful and consistent.
Everyone is required to be familiar with the Policy and
associated procedures. Directors and Management are
primarily responsible for compliance with our continuous
disclosure obligations.
Recommendation 4.2
An issuer should make its code of ethics, board and
committee charters and the policies recommended in
the NZX Code, together with any other key governance
documents, available on its website.
TradeWindow’s Code of Ethics, board and committee
charters and policies as recommended in the NZX Code
and other key documents are available on the Company’s
website.
Recommendation 4.3
Financial reporting should be balanced, clear and
objective.
Financial reporting and integrity remain the responsibility
of the Board.
The Audit and Risk Committee closely monitors financial
reporting risks in relation to the preparation of the financial
statements. The Audit and Risk Committee, with the
assistance of management, also works to ensure that the
financial statements are founded on a sound and effective
system of risk management and internal control.
After approval by the Audit and Risk Committee, the
complete set of financial statements and related audit
report is submitted to the full Board for approval.
Management makes detailed representations to the Board
to assist them in their consideration of the draft financial
statements.
TradeWindow’s full and half-year financial statements are
prepared in accordance with relevant financial standards.
The Board remains ultimately responsible for overseeing
and reviewing the Company’s audit, risk management and
compliance systems to protect the Company’s assets and
minimise the possibility of the Company operating beyond
legal requirements or beyond acceptable risk parameters.
The Board further oversees the accounting and reporting
systems (including the external audit) to ensure that the
TradeWindow’s Takeovers Policy sets out the process to
be followed if there is a takeover offer. The Policy records
that the Board may establish an independent Takeover
Committee to manage this process.

3031
information section of the annual report. In addition to
directors fee remuneration, during the year TradeWindow
issued 100,000 share options to each of its three
Independent Directors. The options were issued for nil
consideration, with an exercise price of NZ$0.70 per share.
The options were granted following shareholder approval
at the Annual Meeting held on 14 September 2022, and
will vest over two years. TradeWindow considers that
issuing the options to the Independent Directors will assist
in aligning their incentives with those of the shareholders
of TradeWindow, and in encouraging those directors to
pursue long-term value creation at TradeWindow.
Recommendation 5.2
An issuer should have a remuneration policy for
remuneration of Directors and officers, which outlines
the relative weightings of remuneration components and
relevant performance criteria.
Our Strategic Remuneration Policy is designed to ensure
that TradeWindow meets the strategic policy objective of
attracting, rewarding, and retaining staff with the requisite
skills and capabilities to ensure successful business
outcomes.
Directors’ remuneration is paid in the form of directors’
fees. The remuneration of Executives may be made
up of both fixed remuneration (base salary) and may
also include short-term incentives (STIs) and long-term
incentives (LTIs) as a means to encourage and incentivise
the delivery of performance and align interests with
shareholders.
STIs aim to reward the achievement of prescribed
performance measures; and LTIs aim to reward the
achievement of performance measures that are measured
over a longer-term. The Employment Share Option Scheme
(ESOP) governs the award of certain STIs, and LTIs,
including vesting, exercise and rights.
Any benefits from the LTIs are based on company
performance rather than individual performance and paid
in addition to the market salary and other benefits agreed
with the participating employees.
Vesting of Employee Share Options Plan (ESOP) awards is
monitored to ensure that the value vested in any one year
does not exceed 5% of market capitalisation, as required
by NZX Listing Rules.
Recommendation 5.3
An issuer should disclose the remuneration arrange-
ments in place for the CEO in its annual report. This
should include disclosure of the base salary, short-term
incentives and long-term incentives and the perfor-
mance criteria used to determine performance-based
payments.
Current CEO remuneration is set out in the statutory infor-
mation section of our annual report.
PRINCIPLE 6 – RISK MANAGEMENT
“Directors should have a
sound understanding of
the material risks faced
by the issuer and how to
manage them. The Board
should regularly verify that
the issuer has appropriate
processes that identify
and manage potential and
material risks.”
PRINCIPLE 5 – REMUNERATION
“The remuneration of
Directors and executives
should be transparent, fair
and reasonable.”
Recommendation 5.1
An issuer should recommend director remuneration
to shareholders for approval in a transparent manner.
Actual director remuneration should be clearly disclosed
in the issuer’s annual report.
The Nomination and Remuneration Committee is
responsible for reviewing and recommending Directors’
remuneration to the Board for approval. Directors’
remuneration is paid in the form of directors’ fees.
The total fee pool available to be paid to directors is
subject to shareholder approval unless there has been an
increase in the number of directors following approval of
the total fee pool by shareholders, in which case additional
remuneration may be payable if permitted by the NZX
Listing Rules. The total fee pool is currently $500,000.
The Nomination and Remuneration Committee obtains
an independent review of remuneration and, if a change
is proposed, makes that review available to shareholders,
who then vote on the proposed remuneration at the
applicable annual meeting.
Current Directors’ remuneration is set out in the statutory
Recommendation 6.1
An issuer should have a risk management framework
for its business and the issuer’s board should receive
and review regular reports. An issuer should report the
material risks facing the business and how these are
being managed.
The Audit and Risk Committee is responsible for reviewing
and monitoring the effectiveness of the Company’s Risk
Management Policy (available on the website) and Risk
Management Framework (RMF), and the maintenance of
appropriate risk culture within TradeWindow.
ISO 31000 sets out eight principles of effective and
efficient risk management which have been incorporated
by TradeWindow in its Risk RMF. The goal of the RMF is
to apply a consistent methodology for assessing the risks
faced by TradeWindow. It provides the foundation for
effective risk management and ensures significant risks
and their potential business impacts are identified and
assessed in a timely manner.
The risk assessment process covers risk identification,
analysis and evaluation. The Audit and Risk Committee
is responsible for reviewing risk capacity and exposure
limits (risk appetite) and the alignment of TradeWindow’s
risk profile within limits set by the Board. The Committee
regularly monitors and reviews the Company’s material
business risks and management of these risks as well as
overseeing key risk‐related processes and functions.
The Committee is required to report to the Board on the
effectiveness of the risk-related processes and functions
with respect to material business risks, as appropriate. In
carrying out these responsibilities, the Committee reviews
with management regularly and with the external auditors
on at least an annual basis, the significant risks within
the Company’s Risk Registers and reviews how they have
been assessed and managed.
The Committee also assesses the effectiveness of
the related system of internal control in managing the
significant risks, having regard to any significant failings
economic and social sustainability factors and practices
in the coming year. Our ESG framework remains under
development and will continue to be progressed over time.

3233
or weaknesses in internal control that have been reported
and considers whether necessary actions are being taken
promptly to remedy any significant failings or weaknesses.
In addition, the Committee reviews accounting and
finance, human resources and succession planning
within the Company; the adequacy of insurance at each
insurance renewal, and recommends to the Board any
significant changes to insurance cover; and considers the
adequacy of business continuity planning.
The Board has ultimate responsibility for TradeWindow’s
risk management and internal control system.
TradeWindow proactively and consistently manages
its risk to enhance and protect the Company’s value by
delivering on our commitment to all stakeholders, pursuing
opportunities in an informed way and in line with the
Board’s risk appetite and by ensuring a safe and secure
work environment for all stakeholders.
The RMF defines parameters regarding TradeWindow’s
Calculated Residual risk scoring system whereby
Likelihood, Severity, and Control Effectiveness are defined.
The inherent risk score is calculated as Likelihood x
Severity. The residual risk score is calculated as Likelihood
x Severity x Control Effectiveness.
The table below provides an overview of the material risks
facing the Company and how these are being managed.
INFORMATION
TECHNOLOGY AND
CYBERSECURITY
TradeWindow maintains ISO accreditation and conducts ongoing penetration testing.
Data encryption is in place (at rest and in transit) as well as password protection and 2
Factor authentication. Continuous log capturing and system monitoring is in place as well
as internal training on cybersecurity risks. An incident response plan has been developed
as well as a business continuity and disaster recovery plan. Third-party risk management
takes place through due diligence on vendors.
LIQUIDITYTradeWindow is an early-stage business that relies on investor capital until the Company
reaches its break-even point. TradeWindow manages its liquidity risk with financial
forecasts and budgets to plan and monitor cashflows and monthly financial performance
reporting to monitor and deliver the business plan. TradeWindow continuously explores
alternative sources of funding and government grants. New products and revenue income
streams are being considered to ensure that the Company achieves its forecasted revenue.
Spending is being monitored with ongoing monthly reporting and budgets cater only for
essential spending. The Company’s share offer structure is attractive with a discount being
offered.
TradeWindow acknowledges that the current and near-term outlook for liquidity is very
challenging and requires a high level of focus from the board and management.
KEY PERSONTradeWindow has in place a number of measures intended to mitigate the risks regarding
employee attraction and retention, including:
the implementation of an appropriate employee share scheme with milestones linked
to targets of TradeWindow, to allow employees to be able to share in the success and
growth of the company in a meaningful way;
an appropriate employee compensation structure and benefits programme for an
organisation of its size and nature which will continue to be monitored;
provision of paid courses and on-the-job training providing employees with the tools
and support needed to define a career pathway best matched to their ambitions, skills,
and experience;
strong focus on culture and values of the company, to create a reputation of a market-
leading employer;
the provision of wide-ranging staff benefits with a focus on wellbeing, including the
provision of paid health insurance, flexible working arrangements and additional leave
days; and
contracts with specific intellectual property and restraint of trade clauses.
BUSINESS
CONTINUITY
TradeWindow has a diversified customer base across industries and geographies to mini-
mise impact.
COMPETITIVE
MARKETS
TradeWindow continuously monitors market trends, has continued engagement with
customers, has attentive customer service and support, and a pipeline of updates to
features and functionality which are designed to improve the user experience.
REPUTATION TradeWindow has a media policy in place as well as a comprehensive risk management
program. Continuous monitoring of media is managed via an external service provider.
TradeWindow has branding guidelines in place which have been communicated to the
staff.
COMPLIANCE AND
REGULATORY
TradeWindow’s policies and procedures are designed to comply with laws and regulations
of a particular subject matter generally. TradeWindow makes use of internal and external
legal experts and other advisors to review and ensure optimal compliance. Policies and
procedures are in place to enhance governance, compliance, and reporting. Customer
agreements are in place which incorporate compliance provisions and exclude liabilities.
Product terms and conditions are in place. Insurance is in place in case of breaches.
STRATEGIC
ACQUISITION
TradeWindow develops a business plan in support of each acquisition which demonstrate
positive returns and/or strategic advantages. TradeWindow’s acquisition process also
includes commercial, legal, and technical due diligence. An implementation plan with
monitoring mechanism ensures integration, monitoring, and reporting.
EARLY-STAGE
BUSINESS
TradeWindow has an established management team in place. The strategic acquisitions
enabled TradeWindow to diversify its product offerings. A sales and marketing strategy as
well as risk management and continuity planning is in place.
•
•
•
•
•
•

3435
Recommendation 6.2
An issuer should disclose how it manages health and
safety risks and should report on its health and safety
risks, performance and management.
TradeWindow measures proactive and reactive mea-
sures of health, safety, and wellbeing. These include near
miss and new hazard frequency rates, an injury severity
frequency rate, and a total recordable injury frequency
rate, (TRIFR). TradeWindow has adopted a Health and
Safety Policy that requires TradeWindow’s people to take
all practicable steps to provide a working environment that
promotes health and wellbeing while minimising the po-
tential for risk, personal injury, ill-health or damage. We are
committed to providing and maintaining a safe and healthy
working environment for our employees, visitors, and all
people using our premises as a workplace. To
enable this, we:
• Set health and safety objectives and performance
criteria for all managers and work areas
• Annually review health and safety objectives and
managers’ performance against these
• Actively encourage the accurate and timely reporting
and recording of all incidents and injuries
• Investigate all reported incidents and injuries to
ensure all contributing factors are identified and,
where appropriate, plans are developed to take
corrective action
• Actively encourage people to report any pain or
discomfort early on
• Provide a treatment and rehabilitation plan that
ensures a safe, early and durable return to work
• Identify all existing and new hazards and take all
practicable steps to eliminate, isolate or minimise the
exposure to significant hazards
• Ensure all employees are aware of the hazards in their
work area and are adequately trained to enable them
to perform their duties in a safe manner
• Encourage employee consultation and participation in
all matters relating to health and safety
• Promote a system of continuous improvement – this
includes reviewing policies and procedures each year
• Work together to meet our obligations under the
Health and Safety at Work Act 2015, the Health and
Safety in Employment Regulations 1995,
codes of practice, and any relevant standards or
guidelines
Every manager, supervisor or foreperson has a
responsibility for the health and safety of employees
working under their direction. Every employee is expected
to share in this commitment to health and safety in the
workplace. The Board reviews health and safety reports at
each Board meeting and oversees a detailed programme
of work to ensure TradeWindow remains compliant with
its health and safety obligations under relevant health and
safety legislation.
TradeWindow is focused on the well-being and mental
health of all our people and supporting employees to feel
and perform at their best. TradeWindow supports staff
by providing an outsourced globally accessible Employee
Assistance Programme, which is promoted to encourage
usage. In addition, our wellness programme continued to
receive positive feedback from participants.
PRINCIPLE 7 – AUDITORS
“The board should
ensure the quality and
independence of the
external audit process.”
Recommendation 7.1
The board should establish a framework for the issuer’s
relationship with its external auditors. This should
include procedures (a) for sustaining communication
with the issuer’s external auditors; (b) to ensure that
the ability of the external auditors to carry out their
statutory audit role is not impaired, or could reasonably
be perceived to be impaired; (c) to address what, if
any, services (whether by type or level) other than their
statutory audit roles may be provided by the auditors to
the issuer; (d) to provide for the monitoring and approval
by the issuer’s audit committee of any service provided
by the external auditors to the issuer other than in their
statutory audit role.
The Audit and Risk Committee plays a key role in
TradeWindow’s relationship with its auditors, and the audit
process generally. It is responsible for recommending
the appointment of the external auditors to the Board,
overseeing the independence and the work of the external
auditors; as well as reviewing policies for the provision of
non-audit services by the external auditors (including the
framework for pre-approval of any such services).
The Committee meets regularly with KPMG, our external
auditor, including meeting without management. KPMG
confirmed their independence from the Company to
the Audit and Risk Committee in May 2023. Non-audit
services performed by KPMG are closely examined
by Management and the Chair of the Audit and Risk
Committee prior to engaging KPMG for these additional
services, to ensure that they do not compromise KPMG’s
independence.
TradeWindow’s policy on Auditor Independence is available
on our website. The objective of the policy is to ensure
that TradeWindow’s auditors carry out their functions
independently and without impairment, safeguarding
the reliability and credibility of TradeWindow’s external
financial reporting.
The Policy recognises the importance of the Board’s role
in facilitating frank dialogue among the Audit and Risk
Committee, the auditor and management.
The rotation of TradeWindow’s client service partner and
the Key Audit Partner (as that term is defined in the NZX
Listing Rules) of TradeWindow and its subsidiaries will
be required every five years with suitable succession
planning to ensure consistency. Those partners are
subject to a mandatory two-year stand-down period to be
completed before those partners can next be engaged by
TradeWindow.
Recommendation 7.2
The external auditor should attend the issuer’s Annual
Meeting to answer questions from shareholders in
relation to the audit.
KPMG, as external auditor, shall be invited to the
Company’s annual shareholders’ meeting, and will be
available to answer any questions from shareholders in
relation to the audit.
Recommendation 7.3
Internal audit functions should be disclosed.
TradeWindow does not have a dedicated internal auditor,
instead, internal controls are managed on a day-to-day
basis by the finance team.
Compliance with key internal controls is reviewed annually
by TradeWindow’s auditor. The Board and finance team
regularly consider how TradeWindow can improve its

3637
PRINCIPLE 8 – SHAREHOLDER RIGHTS
& RELATIONS
“The board should
respect the rights of
shareholders and foster
constructive relationships
with shareholders that
encourage them to
engage with the issuer.”
Recommendation 8.1
An issuer should have a website where investors and
interested stakeholders can access financial and
operational information and key corporate governance
information about the issuer.
The Investor Centre on our website is the primary
information channel for shareholders. It includes:
• A share price feed, historical pricing and trading data.
• Announcements, disclosures, annual and interim
reports, investor presentations, and other news.
• Corporate governance documents such as Charters
and Policies, the Company Profile and this Corporate
Governance Statement.
• Financial Reports
• Annual meeting materials and recordings.
• Share registry information.
In addition to the above, updates on our activities are
posted on our social media channels (LinkedIn and
Facebook).
Recommendation 8.2
An issuer should allow investors the ability to easily
communicate with the issuer, including providing the
option to receive communications from the issuer
electronically.
Contact information for the investor relations team is on
the contacts page of our website. We aim to respond to
all enquiries in a timely manner. Shareholders can elect to
receive TradeWindow communications either electronically
or via mail. Our share registry (Computershare) manages
this process.
Recommendation 8.3
Quoted equity security holders should have the right to
vote on major decisions which may change the nature of
the issuer in which they are invested.
Our Constitution, the Companies Act 1993 and the NZX
Listing Rules afford shareholders the right to vote on
certain matters affecting TradeWindow.
TradeWindow has generally held virtual online meetings of
shareholders to date. To the extent permitted by the Act,
and the NZX Rules, the Board encourages shareholders
to vote at such meetings by signifying their assent or
dissent by electronic means (including, for the avoidance
of doubt, voting on a personal computer, with such
vote being transmitted to the meeting), instead of the
shareholder voting by another method permitted by the
Act or this Constitution. If a poll is taken, each shareholder
attending virtually online has one vote per fully paid-up
share they hold. In the event meetings of shareholders
are held in person or in a hybrid format, shareholders
attending in person can vote in person or by using a proxy
or representative.
Postal votes are not permitted unless the Board notifies
shareholders otherwise.
Further information on shareholder voting rights is set out
in TradeWindow’s Constitution (available on the website)
Recommendation 8.4
If seeking additional equity capital, issuers of quoted
equity securities should offer further equity securities
to existing equity security holders of the same class on
a pro rata basis, and on no less favourable terms, before
further equity securities are offered to other investors.
The Board is responsible for considering the interests of all
existing equity holders when assessing their capital-raising
options. TradeWindow raised capital twice during the 2023
reporting period. Both offers were open to all existing
shareholders on equal terms.
Recommendation 8.5
The board should ensure that the notices of annual or
special meetings of quoted equity security holders are
posted on the issuer’s website as soon as possible and
at least 20 working days prior to the meeting.
The Company will hold its annual meeting of Sharehold-
ers in September 2023. A Notice of Meeting will be issued
at least 20 working days before the meeting. A recording
of the meeting will be made available afterwards on the
Investor Centre page of the Company’s website.
TradeWindow’s instances of noncompliance with
Recommendation 8.5 of the NZX Corporate Governance
Code in respect of the 2022 AGM and 2023 Special
Meeting of Shareholders were due to time constraints
involved in the capital raising process.
internal audit and risk management practices including
during risk reviews, preparation of interim and full-year
financial statements and following TradeWindow’s annual
audit.

3839
Consolidated
financial
statements
For the year ended 31 March 2023
Directors' declaration40
Directory41
Consolidated statement of comprehensive income42
Consolidated statement of financial position44
Consolidated statement of changes in equity48
Consolidated statement of cash flows50
Notes to the consolidated financial statements52
General disclosures112
Auditors' report117
3839

4041
Directory
Incorporation Number
8233653
PRINCIPAL
ACTIVITIES:
Develop and commercialise technology solutions that provide international trade
participants with a secure platform and tools to establish trust and trade globally
in an efficient manner across interconnected networks
There have been no significant changes in the nature of these activities during
the year ended 31 March 2023.
REGISTERED
OFFICE
TradeWindow Company Secretary
Level 4, 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
In the opinion of the Directors of Trade Window Holdings Limited, the financial
statements and notes, on pages 43 to 116:

• comply with New Zealand generally accepted accounting practice and present
fairly the financial position of the Group as at 31 March 2023 and the result of
operations for the year ended on that date;

• have been prepared using the appropriate accounting policies, which have been
consistently applied and supported by reasonable judgements and estimates.

The Directors believe that proper accounting records have been kept which enable,
with reasonable accuracy, the determination of the financial position of the Group and
facilitate compliance of the financial statements with the Financial Reporting Act 2013.

The Directors consider that they have taken adequate steps to safeguard the assets
of the Group, and to prevent and detect fraud and other irregularities. Internal control
procedures are also considered to be sufficient to provide reasonable assurance as to
the integrity and reliability of the financial statements.

The board of Directors are pleased to present the financial statements of the Group
for the year ended 31 March 2023.


Signed in accordance with a resolution of the Directors.


Alasdair MacLeod AJ Smith

30 May 2023 30 May 2023
Date Date
Directors’
declaration
4041

4243
Notes2023 $2022 $
Revenue3.1 4,920,081 3,877,617
Other income4 815,652 999,330
5,735,733 4,876,947
Employee benefits expense5.1 (13,064,018) (10,830,303)
Depreciation and amortisation (2,411,844) (1,666,826)
Other expenses5.2 (4,361,577) (3,593,903)
(14,101,706) (11,214,085)
Revaluation of contingent consideration14 3,438,000 -
Net finance expense6 (105,923) (169,673)
Loss before income tax (10,769,629) (11,383,758)
Income tax7 976,800 560,000
Net loss after tax (9,792,829) (10,823,758)
Items that are or may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations 12,741 136
Total comprehensive loss for the year (9,780,088) (10,823,622)
Earnings/(loss) per share
Basic earnings/(loss) per share $27 (0.10) (0.13)
Diluted earnings/(loss) per share $27 (0.10) (0.13)
The above information is to be read in conjunction with the notes to the consolidated financial statements.
Consolidated statement of
comprehensive income
42

4445
Consolidated statement of
of financial position
ASSETSNOTES2023 $2022 $
Current Assets
Cash and cash equivalents8.1 6,148,125 5,932,558
Trade and other receivables9 1,730,107 1,835,624
Income tax receivable7 51,252 6,244
Contract assets3.2 92,458 77,809
8,021,942 7,852,235
Non-current assets
Trade and other receivables9 120,218 128,304
Property, plant and equipment10 244,433 277,892
Right of use assets11 842,798 1,395,315
Intangible assets12 13,202,921 6,762,523
Restricted cash8.2 98,432 98,604
14,508,802 8,662,638
Total assets 22,530,744 16,514,873
LIABILITIESNOTES2023 $2022 $
Current liabilities
Trade and other payables13 2,060,247 1,512,709
Interest bearing loans and borrowings15 529,580 486,248
Related party payables17 2,513 7,071
Lease liabilities11 551,598 506,999
Contingent consideration14 1,039,000 -
Contract liabilities3.2 547,335 453,605
4,730,273 2,966,632
Non-current liabilities
Trade and other payables13 64,067 64,143
Interest bearing loans and borrowings15 1,264,885 1,764,473
Lease liabilities11 321,700 875,045
Contingent consideration14 177,000 -
1,827,652 2,703,661
Total liabilities 6,557,925 5,670,293
Net assets 15,972,819 10,844,580
Consolidated statement of financial position
The above information is to be read in conjunction with the notes to the consolidated financial statements.The above information is to be read in conjunction with the notes to the consolidated financial statements.

4647
EQUITYNOTES2023 $2022 $
Share capital20 46,180,576 31,333,484
Retained earnings (30,378,029) (20,585,200)
Convertible notes20 - -
Foreign currency translation reserve (18,663) 7,574
Share based payments reserve 188,935 88,722
Total equity 15,972,819 10,844,580
Consolidated statement of financial position
The above information is to be read in conjunction with the notes to the consolidated financial statements.

4849
Consolidated statement of
changes in equity
NOTES
ISSUED
CAPITAL
$
RETAINED
EARNINGS
$
EQUITY
COMPONENTS
OF CONVERTIBLE
NOTES
$
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$
SHARE
BASED
PAYMENT
RESERVE
$
TOTAL
$
Balance at
1 April 2021
6,147,047 (9,761,442) 6,818,964 4,946 284,625 3,494,140
Comprehensive expense for the 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
20 15,092,532 - - - - 15,092,532
Adjustment to foreign
currency
- - - 2,492 - 2,492
Maturity of convertible
notes
20,21 6,818,964 - (6,818,964) - - -
Share issue on business
acquisitions
19,20 2,353,037 - - - - 2,353,037
Share options exercised 921,904 - - - - 921,904
Equity-settled share
based payments
- - - - (195,903) (195,903)
25,186,437 - (6,818,964) 2,492 (195,903) 18,174,062
Balance at
31 March 2022
31,333,484 (20,585,200) - 7,574 88,722 10,844,580
NOTES
ISSUED
CAPITAL
$
RETAINED
EARNINGS
$
EQUITY
COMPONENTS
OF CONVERTIBLE
NOTES
$
FOREIGN
CURRENCY
TRANSLATION
RESERVE
$
SHARE
BASED
PAYMENT
RESERVE
$
TOTAL
$
Balance at
1 April 2022
31,333,484 (20,585,200) - 7,574 88,722 10,844,580
Comprehensive expense for the year
Loss for the year - (9,792,829) - - - (9,792,829)
Other comprehensive
income/(expense)
- - - 12,741 - 12,741
- (9,792,829) - 12,741 - (9,780,088)
Transactions with owners of the company
Issue of capital/dividend
to shareholders
20 14,689,831 - - - - 14,689,831
Adjustment to foreign
currency
- - - (38,978) - (38,978)
Share options exercised 157,261 - - - - 157,261
Equity-settled share
based payments
- - - - 100,213 100,213
14,847,092 - - (38,978) 100,213 14,908,327
Balance at
31 March 2023
46,180,576 (30,378,029) - (18,663) 188,935 15,972,819
The above information is to be read in conjunction with the notes to the consolidated financial statements.The above information is to be read in conjunction with the notes to the consolidated financial statements.
Consolidated statement of changes in equity

5051
Consolidated statement
of cash flows
Consolidated statement of cash flows
OPERATING ACTIVITIES NOTES2023 $2022 $
Cash received from customers 4,857,294 4,039,791
Cash paid to suppliers and employees (16,949,307) (13,203,825)
Income tax received 514,993 (7,905)
Grant income 744,260 676,126
Net cash used in operating activities28 (10,832,760) (8,495,813)
INVESTING ACTIVITIES
Purchase of property, plant and equipment (147,842) (240,455)
Proceeds from sale plant and equipment 24,489 4,707
Purchase of intangible assets12 - (100,001)
Business acquisition19 (2,500,000) (1,538,445)
Payments to term deposit8.2 - (98,604)
Interest received6 114,229 12,106
Net cash used in investing activities (2,509,124) (1,960,692)
FINANCING ACTIVITIES NOTES2023 $2022 $
Interest paid on lease liability6,11 (59,094) (53,180)
Proceeds from/(repayment) of share capital 14,735,324 15,000,000
Repayment of borrowings (468,256) (616,288)
Payments for lease liability -
principal portion
11 (509,771) (380,563)
Proceeds/(repayments) from exercise of
share options
218 910
Proceeds from borrowings - 1,145,000
Payments to related parties - (30,380)
Interest paid (140,970) (89,660)
Net cash flows from financing activities 13,557,451 14,975,839
Net change in cash and cash equivalents 215,567 4,519,334
Cash and cash equivalents at the beginning
of the financial year
5,932,558 1,413,224
Cash and cash equivalents at the end of
the financial year
8.1 6,148,125 5,932,558
The above information is to be read in conjunction with the notes to the consolidated financial statements.The above information is to be read in conjunction with the notes to the consolidated financial statements.

5253
Notes to the
consolidated
financial statements
For the year ended 31 March 2023
Trade Window Holdings Limited is a profit orientated
entity.

Trade Window Holdings Limited is incorporated
and domiciled in New Zealand and is a company
registered under the Companies Act 1993.

Consolidated financial statements for the Group are
presented. The consolidated financial statements
of Trade Window Holdings Limited (company) as at
and for the year ended 31 March 2023 comprise of
the Company and its subsidiaries (together referred
to as the Group and individually as subsidiaries).

Trade Window Holdings Limited was incorporated
on 10 September 2021 for the purpose of being the
holding company for Trade Window Limited. Prior to
Trade Window Holdings Limited’s incorporation, the
Group comprised of Trade Window Limited and its
subsidiaries.

The subsidiaries are set out in note 18.

The principal activities of the Group during the year
were developing and commercialising technology
solutions that provide international trade participants
with a secure platform and tools to establish trust
and trade globally in an efficient manner across
interconnected networks.

Basis of preparation
These financial statements have been prepared in
accordance with Generally Accepted Accounting
Practice in New Zealand (‘NZ GAAP’). They comply
with the New Zealand Equivalents to International
Financial Reporting Standards and other applicable
Financial Reporting Standards, as appropriate
for Tier 1 for-profit entities. The consolidated
financial statements of the Group also comply with
International Financial Reporting Standards (IFRS).
The financial statements were authorised for issue
by the directors on the date included on page 40.
1 General information and
statement of compliance
The Group is a reporting entity for the purposes of
the Financial Reporting Act 2013 and its financial
statements comply with that Act.

Accounting policies

The accounting policies set out below have been
consistently applied to all periods presented in these
financial statements. Where applicable, certain
comparatives have been reclassified to comply with
the accounting presentation adopted in the current
year to ensure consistency with the current year
classification.
Basis of measurement

The financial statements have been prepared on the
historical cost basis.
These financial statements are presented in
New Zealand dollars ($) which is the Company’s
functional currency, rounded to the nearest dollar.
They have been prepared on a GST exclusive basis
except for receivables and payables that are stated
inclusive of GST.

New accounting standards and
interpretations


No new standards have been issued for the period
ended 31 March 2023 that materially impact the
Group.
New accounting standards and
interpretations issued but not yet effective


At the date of authorisation of these consolidated
financial statements, there are no new accounting
standards or interpretations issued but not yet
adopted that are expected to have a material impact
on the Group.

52

5455

Use of estimates and judgements

The preparation of the financial statements
in conformity with NZ IFRS and IFRS requires
management to make judgements, estimates
and assumptions that affect the application of
accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual
results may differ from these estimates.

The principal areas of judgement in preparing these
financial statements are set out below. Information
about critical judgements in applying accounting
policies that have the most significant effect on the
amounts recognised in the financial statements is
included in the following notes:

- Note 1 Going concern, in determining whether the
Group is a going concern.

- Note 3.1 Revenue, in determining the revenue
recognition of implementation revenue.

- Note 11 Leases, on determining whether a
contract contains a lease, lease terms,
incremental borrowing rate and lease renewal
options.

- Note 14 Contingent consideration, in determining
the projected revenues for the target periods,
forecast share price at completion dates and
settlement.

- Note 19 Business acquisitions, in determining the
fair value of the consideration transferred, and fair
value of the assets acquired (including intangibles
and goodwill) and liabilities assumed.

- Note 22 Share-based payments, in determining
the probability of the share price achieving the
vesting hurdle and the rate of employee attrition.

Going concern

The Group prepares its financial statements on a
going concern basis and expects to be able to realise
its assets and meet its financial obligations in the
normal course of business.

The Group is an early-stage organisation that is
currently investing in the development of a Global
Trade Platform and as such has reported a loss
for the year ended 31 March 2023 of $9.8 million
(2022 $10.8 million), and operating cash outflows of
$10.8 million (2022 $8.5 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.

As at 31 March 2023, the Group held Cash and Cash
Equivalents of $6.1 million (2022 $5.9 million). The
Group successfully raised capital of $9.6 million
(net of capital raise expenses) in July 2022 and
$5.1 million in March 2023 to fund their day-to-day
operations. However, negative macro-economic
conditions over recent months have caused the
capital market to contract rapidly.

In response, the Board has approved the FY24
Annual Budget which extends to May 2024 and
projects sufficient cash would be available to satisfy
all financial obligations which arise in the next 14
months from balance date. The forecast cash flows
are dependent on the assumptions outlined below.
Assumptions which give rise to a Material
Uncertainty in relation to Going Concern:

a. Achievement of targeted revenue growth.
Sales are budgeted to increase by approximately
50%. The full year impact of deals won and price
increases implemented during FY23 is expected
to generate approximately 45% of this increase.
The balance is expected to be generated from
new customers.
b. Successful implementation of cost-reduction
plans.
Salary and operating expenditure is projected to
reduce by approximately 30% (excluding
transition costs). The Board and Management
have implemented a plan to reduce costs and
cash usage to a more sustainable level by
reducing headcount and reducing costs.
The savings are predominantly from
redundancies in Research and Development
and will not impact the Group’s ability to continue
to serve its current and future customers, meet
market demand and generate revenue from
existing solutions.

c. Signing of the nChain agreement and receipt of
cash consideration.
On 31 March 2023, the Group entered
into a Heads of Agreement with strategic
investor nChain for $11.1 million. The $11.1
million investment includes product and services
to the value of $8.7 million and cash of $2.4
million for a 19.99% shareholding in the
Company. The forecasts assume the successful
conclusion of this agreement. In the event this is
unsuccessful it will be necessary for the Board
and management to seek alternate
strategic investors.

d. Ability to negotiate loan repayments for ASB
loan.
The Group’s debt provider, ASB, introduced a
new covenant in FY23 requiring consolidated
cash balances to be maintained at twice
the amount of bank facility limits at all times.
The forecast currently projects the cash
balance to reduce below that threshold
which will give rise to an Event of Review
unless the covenant is modified or waivered.
An Event of Review requires Management to
enter a dialogue with the bank to discuss
plans, and is not considered an Event of
Default. The group has a long relationship with
Note 1 – General information and statement of complianceNote 1 – General information and statement of compliance
the ASB as a debt provider and as a
cornerstone shareholder and expects the
collaborative relationship would continue.

e. Shortfall payment to the Rfider vendors is in
Shares.
A shortfall payment of $0.6 million is required in
accordance with the Rfider purchase
agreement due to a reduction in the Group’s
share price subsequent to the transaction
taking place. The forecast assumes the
shortfall payment will be settled in shares
rather than cash. The method of settlement of
the shortfall payment may be in shares and/or
cash

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 anticipated cash investment which
demonstrates that the cashflow forecast is sensitive
to changes in these key assumptions.

Should the Group not be able to achieve its forecasts
in line with assumptions identified in Notes a - e, the
Group may be unable to have sufficient liquidity to
be able to continue as a going concern for a period
of at least 12 months from the issuance of these
financial statements. As a result, these events and
conditions indicate that a material uncertainty exists
that may cast significant doubt on the Group’s
ability to continue as a going concern and, therefore,
the Group may be unable to realise its assets and
discharge its liabilities in the normal course of
business.

The Directors consider the Group to be a going
concern and believe the Group will achieve its
financial forecasts and secure investment to the
extent necessary to ensure the Group will have
sufficient liquidity to continue as a going concern
and meet its financial obligations for the foreseeable
future.

5657
Basis of consolidation
Business combinations

The Group accounts for business combinations
using the acquisition method when the acquired
set of activities and assets meets the definition of a
business and control is transferred to the Group. In
determining whether a particular set of activities and
assets is a business, the Group assesses whether
the set of assets and activities acquired includes, at
a minimum, an input and substantive process and
whether the acquired set has the ability to produce
outputs.

The consideration transferred in the acquisition
is generally measured at fair value, as are the
identified net assets acquired. Any goodwill that
arises is tested annually for impairment. Any gain
on a bargain purchase is recognised in profit or
loss immediately. Transaction costs are expensed
as incurred, except if related to the issue of debt or
equity securities. The consideration transferred does
not include amounts related to the settlement of pre-
existing relationships. Such amounts are generally
recognised in profit or loss.

Subsidiaries

Subsidiaries are entities controlled by the Group. The
Group controls an entity when it is exposed to, or
has rights to, variable returns from its involvement
with the entity and has the ability to affect those
returns through its power over the entity. The
financial statements of subsidiaries are included in
the consolidated financial statements from the date
on which control commences until the date on which
control ceases.

When the Group loses control over a subsidiary,
it derecognises the assets and liabilities of the
subsidiary, and any related non-controlling interests
and other components of equity. Any resulting gain
or loss is recognised in profit or loss. Any interest
retained in the former subsidiary is measured at fair
value when control is lost.

Transactions eliminated on consolidation

Intra company (refer to Note 18) balances and
transactions, and any unrealised income and
expenses (except for foreign currency transaction
gains and losses) arising from intra-group
transactions, are eliminated.

Foreign currency

Transactions in foreign currencies are translated to
the respective functional currencies of Group entities
at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated
in foreign currencies at the reporting date are
retranslated to the functional currency at the
exchange rate at that date. The foreign currency gain
or loss on monetary items is the difference between
amortised cost in the functional currency at the
beginning of the year, adjusted for effective interest
and payments during the year, and the amortised
cost in foreign currency translated at the exchange
rate at the end of the year.

The foreign currency translation reserve arises from
the translation of the Group’s overseas operations
into the presentation currency of these financial
statements.

Impairment

The carrying amounts of the Group’s non-financial
assets are reviewed at each reporting date to
determine whether there is any indication of
impairment. If any such indication exists, then the
asset’s recoverable amount is estimated. Goodwill
and indefinite-lived intangible assets are tested
annually for impairment.

An impairment loss is recognised if the carrying
amount of an asset or its related cash-generating
unit (CGU) exceeds its estimated recoverable
amount.

The recoverable amount of an asset or CGU is the
greater of its value in use and its fair value less costs
to sell. Fair value less cost of disposal (FVLCD) is
deemed to be the more appropriate method given
the Group is an early-stage business hence there
are difficulties in assessing WACC, forecast revenue,
cash flows and forecast accuracy. Further, as a
publicly listed entity, the fair value can be easily
ascertained.

Subject to an operating segment ceiling test, CGUs
to which goodwill has been allocated are aggregated
so that the level at which impairment testing is
performed reflects the lowest level at which goodwill
is monitored for internal reporting purposes.
Goodwill acquired in a business combination is
allocated to groups of CGUs that are expected to
benefit from the synergies of the combination.

Impairment losses are recognised in profit or loss.
Impairment losses recognised in respect of CGUs
are allocated first to reduce the carrying amount of
any goodwill allocated to the CGU (group of CGUs),
and then to reduce the carrying amounts of the other
assets in the CGU (group of CGUs) on a pro rata
basis.

An impairment loss in respect of goodwill is not
reversed. For other assets, an impairment loss is
reversed only to the extent that the asset’s carrying
amount does not exceed the carrying amount that
would have been determined, net of depreciation
or amortisation, if no impairment loss had been
recognised.

2 Significant accounting
policies

Note 2 — Significant accounting policies

5859
3.1 Revenue
The Group generates revenue primarily from
customers subscribing to and utilising its software
platforms. In the following table, revenue from
contracts with customers is disaggregated by
primary nature and timing of revenue recognition.
Revenue policy

Revenue is measured based on the consideration
specified in the contract with a customer. The Group
recognises revenue when it transfers control of a
good or service to a customer. Revenue is disclosed
net of credit notes and discounts. Unbilled revenue
at year end is recognised as contract asset and
any unearned revenue at year end is recognised
as contract liabilities. See table 3.2 for details of
contract assets and liabilities at year end.

Transactional revenue

Transactional revenue is recorded at the time the
transactions are processed by the customer using
the Group’s software platforms. Transaction revenue
is based on volume of usage and is recognised
at a point in time. Customers are mainly invoiced
monthly and have payment terms of up to 30-days.


Subscription revenue

Subscription revenue comprises recurring monthly
fees from customers who have subscribed to the
Group’s software platforms. The fee provides the
customer with access to the various software
platforms, regular software updates and customer
support services. Subscription revenue is invoiced
either in advance or monthly in arears, depending
on the software product. Subscription revenue is
recognised over time as the services are used or
delivered to the customer. Customers are mainly
invoiced monthly and have payment terms of up to
30-days.

Service revenue

Service revenue relates to ad-hoc customer support
services outside of the scope of the standard
support agreement. The services are mainly for
customer support to customers who request non-
standard customisation or assistance with a specific
project. Service revenue is recognised over time as
the service is delivered to the customer, these range
from a few hours to a week. Customers are mainly
invoiced monthly and have payment terms of up to
30-days.

Installation revenue

Installation revenue comprises of one-off installation,
software customisation and user training services.
The Group has assessed that installation is a
separate performance obligation for certain
products, and all the activities are considered as one
performance obligation which is satisfied over the
term of the contract as the customer simultaneously
receives and consumes the benefits provided to
them. After the software is installed, the customers
subscribe to ongoing maintenance and support
services to ensure that the software is regularly
maintained by the Group. The majority of the Group’s
Prodoc, Cube and Speedi customers also pay a
transaction based fee for usage of the software
products enabling the customer to match the cost
to their seasonal cash inflows. The installation
and transaction fees for Prodoc are a single
performance obligation and are recognised over the
contract period. The Group uses the output method
of measuring progress of installation as it fairly
depicts the entity’s performance towards complete
satisfaction of the performance condition. Majority
of customers are invoiced in advance and then on
milestone completion. Payment terms are up to 30-
days from invoice date.
Revenue

2023 $2022 $
Transactional revenue 2,332,065 1,621,634
Subscription revenue 2,077,202 1,591,800
Service revenue 205,970 230,004
Installation revenue 304,844 434,179
Total revenue 4,920,081 3,877,617
Note 3.1 — Revenue

6061
The following table provides information about
receivables, contract assets and contract liabilities
from contracts with customers.

3.2 Contract balances
The contract liabilities primarily relate to advance
consideration the Group received from customers
for installation and for subscribing to its software
platforms, for which revenue is recognised over time.

The contract assets primarily relate to the Group’s
rights to consideration for work completed but not
billed at the reporting date. Contract assets are
assessed for impairment under the requirements
in the financial instruments standard. Any
unconditional rights to consideration are presented
separately as a receivable.

Information about remaining performance obligation
has not been provided as these have an expected
duration of less than 12 months.

2023 $2022 $
Receivables, which are included in
"Trade and other receivables"
641,871 418,236
Contract assets 92,458 77,809
Contract liabilities (547,335) (453,605)
186,994 42,440

6263
4 Other income

5.1 Employee benefits expense

5.2 Other expenses
include the following:

2023 $2022 $
Profit on sale of fixed assets
10,643 -
Grant income 804,885 997,950
Other 124 1,380
Total other income 815,652 999,330
2023 $2022 $
Short term employee benefits (salaries)
10,470,659 8,148,327
Post-employment benefits (superannuation) 360,356 266,346
Other employee benefits 2,233,003 2,415,630
Total employee benefits expense 13,064,018 10,830,303
2023 $2022 $
The following fees were paid or payable for services provided by KPMG
- Fees relating to the audit 210,000 195,000
Directors fees 254,533 107,896
Bad debts written off 87 252
Loss on sale or disposal of fixed assets - 28,296
Grant income

The Group is eligible for the IRD’s Research
& Development Tax Incentive (RDTI) scheme
which allows for a 15% tax credit for eligible R&D
expenditure not claimed under any other scheme.

In the prior period the Group was entitled to the
Government’s R&D project grant scheme which
made it eligible to a percentage reimbursement of
project related costs through Callaghan Innovation.
Where the grant related to expenditure, it was
recognised as income over the periods in which the
expenditure was incurred.

The Group is entitled to NZTE’s International Growth
Fund Grant to assist with acceleration of growth
in the Australian market. This Grant allows for
reimbursement of up to 50% of actual costs incurred
in carrying out pre-approved growth projects in
Australia.

6465
6 Net finance expense

Finance income and expenses policy

Finance income comprises interest income on funds
invested using the effective interest method. Finance
costs comprise interest expense on borrowings and
interest on lease liabilities.

Borrowing costs that are not directly attributable
to the acquisition, construction or production of a
qualifying asset are recognised in profit or loss using
the effective interest method.


2023 $2022 $
Interest income 114,229 12,106
Interest expense (161,058) (128,599)
Interest on lease liabilities (59,094) (53,180)
Total net finance expense (105,923) (169,673)

6667
7 Income tax
The current tax asset of $51,252 (2022: $6,244)
represents the amount of income taxes receivable in
respect of the current period.

The research and development (R&D) tax loss
cash-out was a 28% refund of the Group’s tax
losses from eligible R&D activity. R&D tax losses
cashed-out reduced the Group’s business losses
carried forward to future years. The rules focus on
start-up companies engaging in intensive R&D, and
are intended to reduce their exposure to market
failures and tax distortions arising from the general
tax treatment of losses. It is intended to provide a
cashflow timing benefit only. The Group is no longer
eligible to receive this benefit.



Tax expense2023 $2022 $
Loss before income tax (10,769,629) (11,383,758)
Domestic tax rate (28%)28%28%
Expected income tax (3,015,496) (3,187,452)
Non-deductible expenses (1,057,852) 161,914
Recognition of tax losses previously unrecognised (976,800)-
Deferred tax not recognised in current tax year 4,038,810 3,002,650
Prior year R&D tax losses cashed-out (Note 24) - (560,000)
Effect of different tax rates 34,538 22,888
Actual income tax expense/(income) (976,800) (560,000)
Income tax expense/(income) is represented by:
Current tax - (560,000)
Deferred tax (976,800) -
(976,800) (560,000)
Recognised Deferred Tax Assets and Liabilities
FY2023
Opening
$
Recognised in
profit or loss
$
Business
Acquisitions
$
Closing
$
Intangibles and Property, plant
and equipment
(422,916) 195,467 (976,800) (1,204,249)
ESOP (452,745) 505,647 - 52,902
Leases (506,967) 515,507 - 8,540
Accruals and Employee Benefits 135,608 (7,481) - 128,127
Net Taxable Loss 1,247,020 (232,340) - 1,014,680
- 976,800 (976,800) -
FY2022
Opening
$
Recognised in
profit or loss
$
Business
Acquisitions
$
Closing
$
Intangibles and Property, plant
and equipment
(151,971) (270,945) - (422,916)
ESOP - (452,745) - (452,745)
Leases (10,528) (496,439) - (506,967)
Accruals and Employee Benefits 49,454 86,154 - 135,608
Net Taxable Loss 113,045 1,133,975 - 1,247,020
- - - -
Deferred tax assets and liabilities
The table below shows the movement in the deferred tax balances that are recognised at the beginning and
end of the period.
Note 7 — Income tax
A deferred tax asset has been recognised to the extent of the deferred tax liability resulting from the busi-
ness acquisitions (Note 19).

6869
The Group has $31,188,839 (2022: $20,694,140) of
tax losses for which no deferred tax asset has been
recognised in the statement of financial position as
it is not probable that the Group will be achieving
sufficient taxable profits in the foreseeable future.
The current year tax loss is subject to Inland Reve-
nue assessment.
Income tax policy

Tax expense comprises current and deferred tax and
is calculated using rates enacted or substantively
enacted at balance date. Current tax and deferred
tax is recognised in profit or loss except to the extent
that it relates to items recognised directly in equity or
other comprehensive income, in which case the tax
is recognised as an adjustment against the item to
which it relates.

Current tax is the expected tax payable or receivable
on the taxable income or loss for the year, using
tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable in
respect of previous years.

Deferred tax is recognised in respect of temporary
differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
amounts used for taxation purposes. Deferred tax is
not recognised on the initial recognition of goodwill.
A deferred tax asset is recognised only to the extent
that it is probable that future taxable profits will be
available against which the asset can be utilised.
8.1 Cash and cash
equivalents


8.2 Restricted cash

Note 7 — Income tax
2023 $2022 $
Bank accounts 6,148,125 5,932,558
Total cash and cash equivalents 6,148,125 5,932,558
The bank accounts include cash balances held with
ASB Bank Limited of $5,927,007 (2022: $5,825,531),
which is a related party. The Group also had an
undrawn overdraft facility with ASB Bank limited to a
maximum of $150,000. The interest rate at balance
date was 9.98% (2022: 6.23%) per annum.

Cash and cash equivalents policy

Cash and cash equivalents comprises cash balances
and call deposits used by the Group in the manage-
ment of its short-term commitments.
Restricted cash is comprised of cash balances held
with Commonwealth Bank Australia of $98,432
(2022: $98,604), that is held as a rent guarantee over
one of the leases.

7071
9 Trade and other
receivables


10 Property, plant
and equipment

2023 $2022 $
Current
Trade receivables 641,871 418,226
Less: Provision for doubtful debts (6,571) -
635,300 418,226
Other receivables 518,031 1,090,297
Prepayments 576,776 327,101
1,730,107 1,835,624
Non-Current
Prepayments 120,218 128,304
120,218 128,304
Total trade and other receivables 1,850,325 1,963,928
Bad debt expense of $87 (2022: $252) has been
recorded within other expenses in the statement of
comprehensive income.

Trade and other receivables policy

Trade and other receivables (unless it is a
trade receivable without a significant financing
component) is initially recognised at fair value plus
transaction costs. A trade receivable without a
significant financing component is initially measured
at the transaction price. It is then subsequently
measured at amortised cost using the effective
interest method, less any provision for impairment.
A provision for impairment of trade receivables is
established when there is objective evidence that
the Group will not be able to collect all amounts
due according to the original terms of receivables.
Impairment is calculated based on an expected
credit loss (ECL) model under NZ IFRS 9. Refer
to Note 16 for information about calculation and
recognition of expected credit losses. The amount
of the provision is recognised in profit or loss. There
was no provision for impairment recognised during
the year.

FY2023
Leasehold
improvements
$
Motor
vehicles
$
Furniture
and fittings
$
Plant and
equipment
$
Total
$
Opening balance39,208 37,904 60,486 363,150 500,748
Additions19,476 - 17,908 119,674 157,058
Additions through business acquisition- - - 4,800 4,800
Disposals- (28,348)- (59,761)(88,109)
Total property, plant and
equipment at cost
58,684 9,556 78,394 427,863 574,497
Accumulated depreciation
Opening balance10,698 19,004 5,411 187,743 222,856
Disposals- (15,573)- (49,919)(65,492)
Depreciation expense18,185 3,593 8,128 142,794 172,700
Total accumulated depreciation28,883 7,024 13,539 280,618 330,064
Summary
Net carrying amount at 31 March 202228,510 18,900 55,075 175,407 277,892
Net carrying amount at
31 March 2023
29,801 2,532 64,855 147,245 244,433

7273
FY2022
Leasehold
improvements
$
Motor
vehicles
$
Furniture
and fittings
$
Plant and
equipment
$
Total
$
Opening balance- 37,904 22,201 194,062 254,167
Additions39,208 - 48,042 153,205 240,455
Additions through business acquisition
- - - 47,921 47,921
Disposals- - (9,757)(32,038)(41,795)
Total property, plant and equipment
at cost
39,208 37,904 60,486 363,150 500,748
Accumulated depreciation
Opening balance- 11,044 2,602 74,970 88,616
Disposals- - (1,976)(6,815)(8,791)
Depreciation expense10,698 7,960 4,785 119,588 143,031
Total accumulated depreciation
10,698 19,004 5,411 187,743 222,856
Summary
Net carrying amount at 31 March 2021- 26,860 19,599 119,092 165,551
Net carrying amount at
31 March 2022
28,510 18,900 55,075 175,407 277,892
Note 10 — Property, plant and equipmentNote 10 — Property, plant and equipment
Property, plant and equipment policy

Recognition and measurement

All property, plant and equipment is measured
at cost less accumulated depreciation and
accumulated impairment losses.

When parts of an item of property, plant and
equipment have different useful lives, they
are accounted for as separate items (major
components) of property, plant and equipment.

Any gain or loss on disposal of an item of property,
plant and equipment (calculated as the difference
between the net proceeds from disposal and the
carrying amount of the item) is recognised in profit
or loss within other income or other expenses.

Depreciation

For property, plant and equipment, depreciation
is based on the cost of an asset less its residual
value.
Depreciation is recognised in profit or loss on a
straight line basis over the estimated useful lives of
each component of an item of property, plant and
equipment.
The depreciation rates for significant items of
property, plant and equipment are as follows:
Leasehold improvements20.00% - 33.30%
Motor vehicles21.00%
Furniture and fittings10.50%
Plant and equipment30.00% - 67.00%


Depreciation methods, useful lives and residual
values are reviewed at each financial year end and
adjusted if appropriate.

Impairment

The carrying amounts of property, plant and
equipment are reviewed at each balance date
to determine whether there is any indication of
impairment. If any such indication exists, the asset’s
recoverable amount is estimated.

An impairment loss is recognised whenever the
carrying amount of an asset exceeds its recoverable
amount. Impairment losses directly reduce the
carrying amount of the assets and are recognised in
profit or loss.

There was no impairment of assets recognised for
during the year.

7475
11 Leases

Right of use assets Buildings
$
Total
$
FY2023
Opening balance1,787,046 1,787,046
Effects of movements in exchange rates(2,541)(2,541)
Total Right of use assets at Cost1,784,505 1,784,505
Accumulated amortisation
Opening balance 391,731 391,731
Amortisation expense 553,542 553,542
Effects of movements in exchange rates(3,566)(3,566)
Total accumulated amortisation 941,707 941,707
Summary
Net carrying amount at 31 March 2022 1,395,315 1,395,315
Net carrying amount at 31 March 2023 842,798 842,798
Right of use assets Buildings
$
Total
$
FY2022
Opening balance287,465 287,465
Additions1,722,903 1,722,903
Make good provision64,143 64,143
Disposals(287,465)(287,465)
Total Right of use assets at Cost 1,787,046 1,787,046
Accumulated amortisation
Opening balance249,136 249,136
Disposals(287,043)(287,043)
Amortisation expense429,638 429,638
Total accumulated amortisation 391,731 391,731
Summary
Net carrying amount at 31 March 202138,329 38,329
Net carrying amount at 31 March 2022 1,395,315 1,395,315
Note 11 — Leases

7677
Lease liabilities2023 $2022 $
Lease liability (current) 551,598 506,999
Lease liability (non-current) 321,700 875,045
Total lease liabilities 873,298 1,382,044
Leases policy

Recognition and measurement

The Group recognises a right-of-use asset and a
lease liability at the lease commencement date. The
right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability
adjusted for any lease payments made at or before
the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle
and remove the underlying asset or to restore the
underlying asset or the site on which it is located,
less any lease incentives received.

The right-of-use asset is subsequently depreciated
using the straight-line method from the
commencement date to the earlier of the end of
the useful life of the right-of-use asset or the end of
the lease term. The estimated useful lives of right-
of-use assets are determined on the same basis as
those of property, plant and equipment. In addition,
the right-of-use asset is periodically reduced by
impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.

The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted using the interest
rate implicit in the lease or, if that rate cannot
be readily determined, the Group’s incremental
borrowing rate. Generally, the Group uses its
incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the
lease liability comprise the following:

• fixed payments, including in-substance fixed
payments;
• variable lease payments that depend on an index
or a rate, initially measured using the index or
rate as at the commencement date;

• amounts expected to be payable under a residual
value guarantee; and

• the exercise price under a purchase option that
the Group is reasonably certain to exercise, lease
payments in an optional renewal period if the
Group is reasonably certain to exercise an
extension option, and penalties for early
termination of a lease unless the Group is
reasonably certain not to terminate early.

The lease liability is measured at amortised cost
using the effective interest method. It is remeasured
when there is a change in future lease payments
arising from a change in an index or rate, if there
is a change in the Group’s estimate of the amount
expected to be payable under a residual value
guarantee, or if the Group changes its assessment
of whether it will exercise a purchase, extension or
termination option.

When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recorded in
profit or loss if the carrying amount of the right-of-
use asset has been reduced to zero.

The Group has elected not to recognise a right-
of-use asset and corresponding lease liability for
short-term leases with terms of 12 months or less
and leases for low-value assets. Lease payments on
these assets are expensed to the profit or loss as
incurred.
Note 11 — LeasesNote 11 — Leases

7879
Note 11 — Leases
The table below describes the nature of the Group’s leasing activities by type of right-of-use asset recognised
in the consolidated statement of financial position:
Right of use assetBuildings
No. of right of use assets leased2
Range of remaining terms in months14-32
Average remaining term in months23
No. of leases with options to purchase -
No. of leases with termination options -
Future lease payments were as follows.2023 $2022 $
Within 1 year 551,598 506,999
1-2 years 214,322 552,201
2-3 years 107,378 220,746
3-5 years - 102,098
Over 5 years - -
Total future lease payments 873,298 1,382,044
Impairment
The Right of use asset is regularly assessed for impairment.
Amounts recognised in statement of comprehensive income2023 $2022 $
Interest on lease liabilities 59,094 53,180
Depreciation on right of use assets 553,542 429,638
Amounts recognised in statement of cash flow2023 $2022 $
Interest on lease liabilities 59,094 53,180
Principal lease payments 509,771 380,563
12 Intangible assets
FY2023
Software
$
Customer
relationships
$
Goodwill
$
Total
$
Opening balance 5,880,557 456,016 2,469,761 8,806,334
Additions through business acquisition 2,980,000 - 5,146,000 8,126,000
Total Intangible assets at Cost 8,860,557 456,016 7,615,761 16,932,334
Accumulated amortisation
Opening balance 1,941,207 102,604 - 2,043,811
Amortisation expense 1,640,000 45,602 - 1,685,602
Total accumulated amortisation 3,581,207 148,206 - 3,729,413
Summary
Net carrying amount at 31 March 2022 3,939,350 353,412 2,469,761 6,762,523
Net carrying amount at 31 March 2023 5,279,350 307,810 7,615,761 13,202,921

8081
FY2022
Software
$
Customer
relationships
$
Goodwill
$
Total
$
Opening balance 3,390,605 456,016 995,691 4,842,312
Additions through business acquisition 2,389,951 - 1,474,070 3,864,021
Additions 100,001 - - 100,001
Total Intangible assets at Cost 5,880,557 456,016 2,469,761 8,806,334
Accumulated amortisation
Opening balance 892,651 57,002 - 949,653
Amortisation expense 1,048,556 45,602 - 1,094,158
Total accumulated amortisation 1,941,207 102,604 - 2,043,811
Summary
Net carrying amount at 31 March 20212,497,954 399,014 995,691 3,892,659
Net carrying amount at 31 March 2022 3,939,350 353,412 2,469,761 6,762,523
Note 12 — Intangible assetsNote 12 — Intangible assets
Intangible assets policy

Recognition and policy

Goodwill is measured at cost less accumulated
impairment losses.

Other intangible assets that are acquired by the
Group and have finite useful lives are measured
at cost less accumulated amortisation and any
accumulated impairment losses.

Subsequent expenditure

Subsequent expenditure is capitalised only when it
increases the future economic benefits embodied
in the specific asset to which it relates. All other
expenditure, including expenditure on internally
generated goodwill and brands is recognised in profit
or loss as incurred.

Amortisation

Amortisation is calculated to write off the cost of
intangible assets less their estimated residual value
using the straight-line method over their estimated
useful lives, and is recognised in profit or loss.
Goodwill is not amortised.


The estimated useful lives for current and
comparative periods are as follows:
Software1 - 5 years
Customer relationships10 years

Impairment

The Group tests whether goodwill has suffered any
impairment on an annual basis. No impairment
on the carrying amount of goodwill has been
recognised during the financial year (2022: Nil).

The recoverable amount of an asset or CGU is the
greater of its value in use and its fair value less costs
to sell. Fair value less cost of disposal (FVLCD) is
deemed to be the more appropriate method given
the Group is an early-stage business hence there
are difficulties in assessing WACC, forecast revenue,
cash flows and forecast accuracy. Further, as a
publicly listed entity, the fair value can be easily
ascertained.

8283
13 Trade and
other payables
14 Contingent
consideration

Trade and other payables policy

Trade and other payables are measured at amortised
cost. These amounts represent liabilities for goods
and services provided to the Group prior to the end
of financial year which are unpaid. The amounts are
unsecured and are usually paid within 30 days of
recognition.


Employee benefits policy

Short-term employee benefits obligations are
measured on an undiscounted basis and are
expensed as the related service is provided. A liability
is recognised for the amount expected to be paid
for outstanding annual leave balances if the Group
has a present legal or constructive obligation to pay
this amount as a result of past services provided by
the employee and the obligation can be estimated
reliably.
Contingent consideration policy

Contingent considerations are recognised when the
Group has a present legal or constructive obligation
as a result of a past event, it is probable that an
outflow of economic resources will be required
from the Group and amounts can be estimated
reliably. Timing or amount of the outflow may still
be uncertain. They are measured at the estimated
expenditure required to settle the present obligation,
based on the most reliable evidence available at the
reporting date, including the risks and uncertainties
associated with the present obligation. Where there
are a number of similar obligations, the likelihood
that an outflow will be required in settlement is
determined by considering the class of obligations
as a whole. Contingent considerations are
discounted to their present values, where the time
value of money is material.

2023 $2022 $
Current
Trade payables 354,716 234,691
Sundry payables 38,078 101,044
Accruals 653,058 268,872
Employee benefits 1,014,395 908,102
2,060,247 1,512,709
Non-current
Accruals 64,067 64,143
Total trade and other payables 2,124,314 1,576,852
2023 $2022 $
Current
Balance 1 April - -
Contingent consideration arising on business acquisitions 2,347,000 -
Revaluation of Contingent consideration (1,308,000) -
1,039,000 -
Non-current
Balance 1 April - -
Contingent consideration arising on business acquisitions 2,307,000 -
Revaluation of Contingent consideration (2,130,000) -
177,000 -
Balance at 31 March 1,216,000 -
Refer to Note 19 for additional details of the acquisition relating to this contingent consideration.

8485
15 Interest bearing
loans and borrowings

The face value and carrying value of the loans are
the same.

The Company has met all of its covenants during the
year and as at balance date.

The ASB loan is secured over the assets of
TradeWindow Services Limited together with an
unlimited guarantee and indemnity from Trade
Window Limited.

On 13 August 2020, the Company received an R&D
loan of $400,000 from Callaghan Innovation as
assistance for the economic impacts of COVID19
on the business. The loan balance at 31 March 2023
was $431,660 which included an interest accrual of
3% (2022: $419,592).

Interest bearing loans and liabilities policy

Borrowings are initially recognised at fair value,
net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any
difference between proceeds (net of transaction
costs) and the redemption amount is recognised in
the statement of comprehensive income over the
period of the borrowing using the effective interest
method. Borrowings are classified as current
liabilities unless the Group has an unconditional
right to defer settlement of the liability for at least 12
months after the reporting date.

2023 $2022 $
Current
ASB term loan 495,884 486,248
Callaghan R&D loan 33,696 -
529,580 486,248
Non-current
ASB term loan 866,921 1,344,881
Callaghan R&D loan 397,964 419,592
1,264,885 1,764,473
Total interest bearing loans and borrowings 1,794,465 2,250,721
Terms and repayment
schedule Currency
Interest
rate
Maturity
date
ASB term loanNZD9.75%28 Feb 2025 -
30 Nov 2026
1,362,805 1,831,129
Callaghan R&D loanNZD3%13 Aug 2030 431,660 419,592
1,794,465 2,250,721
Note 15 — Interest bearing loans and borrowings

8687
16 Financial instruments
classification and risk
management
The Group’s overall financial risk management
programme focuses primarily on maintaining
a financial risk profile that provides flexibility to
implement the Group’s strategies, while optimising
return on assets. Financial risk management is
centralised, which supports compliance with the
financial risk management policies and procedures
set by the Board.

Financial instruments are recognised in the
statement of financial position when the Group
becomes party to a financial contract. They
include cash and cash equivalents, trade and other
receivables, trade and other payables, interest
bearing loans and borrowings, lease liabilities and
related party payables.
All financial assets and liabilities (except for
trade receivables that do not contain a significant
financing component) are initially measured at
fair value, adjusted for transaction costs (where
applicable). Trade receivables without a significant
financing component are initially measured at the
transaction price in accordance with the recognition
of revenue.
Financial assets and liabilities are classified into the
following categories:

Financial assets held at amortised cost

A financial asset is measured at amortised cost if
it meets both of the following conditions, and is not
designated as at fair value through profit or loss
(FVTPL):

• the asset is held within a business model whose
objective is to hold assets to collect contractual
cash flows; and

• the contractual terms of the financial asset give
rise on specified dates to cash flows that are
solely payments of principal and interest on the
amounts outstanding.
Financial assets at amortised cost are subsequently
measured at amortised cost using the effective
interest method. The amortised cost is reduced
by impairment losses. Interest income, foreign
exchange gains and losses and impairment are
recognised in profit or loss. Any gain or loss on
derecognition is recognised in profit or loss.

Financial assets held at amortised cost comprise:
cash and cash equivalents and trade and other
receivables.

Financial liabilities held at amortised cost

Financial liabilities not designated as at FVTPL on
initial recognition are classified as at amortised
cost. Financial liabilities at amortised cost are
subsequently measured at amortised cost using
the effective interest method. Interest expense and
foreign exchange gains and losses are recognised
in profit or loss. Any gain or loss on derecognition is
recognised in profit or loss.

Financial liabilities held at amortised cost comprise:
trade and other payables, interest bearing loans
and borrowings, lease liabilities, and related party
payables.

Impairment - financial assets

The Group recognises loss allowances for expected
credit losses (ECLs) on financial assets measured at
amortised cost.

ECLs are a probability-weighted estimate of credit
losses. Credit losses are measured as the present
value of all cash shortfalls (i.e. the difference
between the cash flows due to the entity in
accordance with the contract and the cash flows
that the Group expects to receive).


The gross carrying amount of a financial asset
is written off when the Group has no reasonable
expectations of recovering a financial asset in its
entirety or a portion thereof.

The Group makes use of a simplified approach
in accounting for trade and other receivables
as well as contract assets and records the loss
allowance as lifetime expected credit losses. These
are the expected shortfalls in contractual cash
flows, considering the potential for default at any
point during the life of the financial instrument. In
calculating, the Group uses its historical experience,
external indicators and forward-looking information
to calculate the expected credit losses using a
provision matrix.
Derecognition

Financial Assets

The Group derecognises a financial asset when
the contractual rights to the cash flows from the
financial asset expire, or it transfers the right to
receive the contractual cash flows in a transaction
in which substantially all of the risks and rewards
of ownership of the financial asset are transferred
or in which the Group neither transfers nor
retains substantially all of the risks and rewards
of ownership and it does not retain control of the
financial asset.

Financial liabilities

The Group derecognises a financial liability when the
contractual obligations are discharged or cancelled,
or expire. The Group also derecognises a financial
liability when its terms are modified and the cash
flows of the modified liability are substantially
different, in which case a new financial liability based
on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference
between the carrying amount extinguished and the
consideration paid (including any non-cash assets
transferred or liabilities assumed) is recognised in
profit or loss.

Note 16 — Financial instruments classification and risk management

8889
Note 16 — Financial instruments classification and risk managementNote 16 — Financial instruments classification and risk management
The Group holds the following financial assets and liabilities, the table below shows their carrying amount
and measurement basis.

FY2023 Amortised costOther amortised costFVTPL
Financial assets $$$
Cash and cash equivalents 6,148,125 - -
Trade and other receivables 1,153,331 - -
Restricted cash 98,432 - -
7,399,888 - -
Financial liabilities
Trade and other payables - 2,124,314 -
Interest bearing loans and borrowings - 1,794,465 -
Lease liabilities - 873,298 -
Contingent consideration - - 1,216,000
- 4,792,077 1,216,000
FY2022 Amortised costOther amortised costFVTPL
Financial assets $$$
Cash and cash equivalents 5,932,558 - -
Trade and other receivables 1,508,533 - -
Restricted cash 98,604 - -
7,539,695 - -
Financial liabilities
Trade and other payables - 1,576,852 -
Interest bearing loans and borrowings - 2,250,721 -
Lease liabilities - 1,382,044 -
- 5,209,617 -
Fair value

Financial assets and financial liabilities measured at
fair value in the statement of financial position
are grouped into three levels of a fair value hierarchy.
The three levels are defined based on the
observability of significant inputs to the
measurement, as follows:

- Level 1: Quoted prices (unadjusted) in active
markets for identical assets or liabilities.

- Level 2: inputs that are observable for the asset
or liability, either directly (as prices) or indirectly
(derived from prices) other than quoted prices
included within level 1.

- Level 3: inputs for the asset or liability that are
not based on observable market data
(unobservable inputs).

2023 $2022 $
Carrying ValueFair ValueCarrying ValueFair Value
Contingent consideration
Level 3
1,216,000 1,216,000 - -
1,216,000 1,216,000 - -

9091
Foreign exchange risk

The Group is not subject to material foreign
exchange risk.

Credit risk

Credit risk is the risk of financial loss to the Group if
a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises
principally from trade receivables.

In respect of trade receivables, the Group is not
exposed to any significant credit risk. There is
no history of customer default and management
consider the credit quality of trade receivables
to be good. The Group trades with recognised,
creditworthy third parties or requires payment in
advance. The profile of future customers is expected
to be similar to that of past customers. On this
basis, the Group does not feel it necessary to have a
written credit policy in place, however management
continue to monitor this risk.

Credit risk relating to bank balances is managed by
banking with major financial institutions with high
quality external credit ratings.


2023 $2022 $
Change in profit/
(loss)
Change in
equity
Change in profit/
(loss)
Change in
equity
Variable interest rates +1% 16,926 16,926 17,560 17,560
Variable interest rates -1% (16,735) (16,735) (18,014) (18,014)
TypeValuation Technique Significant
unobservable inputs
Inter-relationship
between significant
unobservable inputs and
fair value measurement
Contingent
consideration
Discounted cash flows:
The valuation model
considers the present
value of expected future
payments in shares and/
or cash, adjusted for risk.

The value of contingent
consideration is
discounted using a
risk-free discount rate
to derive the present
value of contingent
consideration.
Expected total revenue for
the target business over
the measurement period.

Future Company share
price, estimated using
mathematical modelling
technique (starting share
price at $0.335 on 31
March 2023).
The estimated fair
value would increase /
(decrease) if:
- the expected total
revenue was higher /
(lower); or
- the quoted Company
equity security price
was higher / (lower).
Financial risk management

The Group had exposure to the following risks from
its use of financial instruments:

- Market risk (mainly interest rate risk)
- Credit risk
- Liquidity risk
Risk management framework

The Company’s board of directors has overall
responsibility for the establishment and oversight
of the Group’s risk management framework. The
board of directors has established the Audit and Risk
Committee, which is responsible for developing and
Note 16 — Financial instruments classification and risk managementNote 16 — Financial instruments classification and risk management
monitoring the Group’s risk management policies.
A risk register is maintained, and the Committee
reports regularly to the board of directors on its
activities. The Group’s risk management policies are
established to identify and analyse the risks faced by
the Group, to set appropriate risk limits and controls
and to monitor risks and adherence to limits.
Market risk

Market risk is the risk that changes in market prices
– e.g. foreign exchange rates, interest rates and
equity prices – will affect the Group’s income or the
value of its holdings of financial instruments. The
objective of market risk management is to manage
and control market risk exposures within acceptable
parameters, while optimising the return.
Interest rate risk

The Group’s exposure to the risk of changes in
interest rates primarily affects borrowings. The
Group had floating interest rates throughout the
year.
The following table illustrates the sensitivity of
profit/ (loss) and equity to a reasonably possible
change in interest rates of +/- 1% (2022: +/- 1%).
These changes are considered to be reasonably
possible based on observation of current market
conditions. The calculations are based on a change
in the average market interest rate for each period,
and the financial instruments held at each reporting
date that are sensitive to changes in interest rates.
All other variables are held constant.

9293
Liquidity risk

Liquidity risk is the risk that the Group will encounter
difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering
cash or another financial asset.
The Group manages liquidity risk by maintaining
adequate cash reserves and banking facilities.
Forecast and actual cash flows are continuously
monitored with the maturity profiles of the majority
of financial assets and liabilities matched.
Note 16 — Financial instruments classification and risk managementNote 16 — Financial instruments classification and risk management
Liquidity profile of financial assets
1 Year
or less
1-5
Years
More than
5 years
Total
contractual
cash flows
Year ended 31 March 2023$$$$
Cash and cash equivalents 6,148,125 - - 6,148,125
Trade and other receivables 1,153,331 - - 1,153,331
Restricted Cash - - 98,432 98,432
7,301,456 - 98,432 7,399,888
Year ended 31 March 2022
Cash and cash equivalents 5,932,558 - - 5,932,558
Trade and other receivables 1,508,533 - - 1,508,533
Restricted Cash - - 98,604 98,604
7,441,091 - 98,604 7,539,695
Financial liabilities based on
contractual cashflows due within
1 Year
or less
1-5
Years
More than
5 years
Total
contractual
cash flows
Carrying
amount of
liabilities
Year ended 31 March 2023$$$$$
Trade and other payables 2,060,247 64,067 - 2,124,314 2,124,314
Interest bearing loans and borrowings 529,580 1,103,540 161,345 1,794,465 1,794,465
Related party payables 2,513 - - 2,513 2,513
Lease liabilities 551,598 321,700 - 873,298 873,298
Rfider acquisition shortfall protection* 588,476 104,338 - 692,814 692,814
3,732,414 1,593,645 161,345 5,487,404 5,487,404
* the method of settlement of the shortfall payment may be in shares and/or cash (Note 19).
Year ended 31 March 2022
Trade and other payables 1,512,709 64,143 - 1,576,852 1,576,852
Interest bearing loans and borrowings 486,248 1,344,881 419,592 2,250,721 2,250,721
Related party payables 7,071 - - 7,071 7,071
Lease liabilities 506,999 875,045 - 1,382,044 1,382,044
2,513,027 2,284,069 419,592 5,216,688 5,216,688

9495
17 Related party
Key management personnel

The Group has related party relationships with its
directors and other key management personnel as
listed below. Remuneration of key management
personnel during the year amounted to $1,452,462
(2022: $1,723,105), of which $1,386,918 (2022:
$1,283,028) was for short-term employee benefits
and $65,544 (2022: $440,077) was for share-based
payment expense.

Remuneration for the directors during the year
amounted to $272,295 (2022: $107,896), of which
$254,533 (2022: $107,896) was for directors fees
and $17,762 (2022: $Nil) was for share-based
payment expense.

Other related parties

ASB Bank Limited is a shareholder of the Group.
The Group has bank balances with the ASB Bank
(see Note 8.1) as well as some interest bearing loan
facilities as stated in Note 15.

Transactions involving related entities

The entities, the nature of the relationship and the
types of transactions which the Group entered into
during the period are detailed below:
RELATED ENTITYNATURE OF RELATIONSHIPTYPES OF TRANSACTIONS
ASB Bank LimitedShareholder
Funds advanced, balances payable, cash at
bank, shares issued
F40 Developments LtdCommon ownershipSupplier of Services
Independent Verification Services LimitedCommon ownershipSupplier of Services
Kerry FriendExecutive director, beneficial shareholderEmployment agreement, ESOP
Albertus Johannes SmithExecutive director, shareholderEmployment agreement, ESOP
The following transactions and outstanding balances between related parties occurred during the year:
Note 17 — Related party
FY2023
Purchases/
Salaries
$
Balances
payable
$
Interest
bearing loans
$
Cash
at bank
$
Related party entity:
ASB Bank Limited - - 1,362,805 5,927,006
Independent Verification Services
Limited
28,090 1,909 - -
F40 Developments Limited 10,754 604 - -
Key management personnel 1,144,617 - - -
1,183,461 2,513 1,362,805 5,927,006
FY2022
Purchases/
Salaries
$
Balances
payable
$
Interest
bearing loans
$
Cash
at bank
$
Related party entity:
ASB Bank Limited - - 1,831,129 5,825,531
Independent Verification Services
Limited
74,469 7,071 - -
F40 Developments Limited 153,833 - - -
Key management personnel 1,723,105 - - -
1,951,407 7,071 1,831,129 5,825,531

9697
18 Interest in
subsidiaries
19 Business
acquisitions
Set out below is a list of material subsidiaries of the Group:
In November 2022, the Group wound up the wholly
owned subsidiary Trade Window CNCO Pte Limited.

The Group set up a new subsidiary, Trade Window
Incorporated, which was incorporated in December
2022. This subsidiary operates in the Philippines and
had no transactions as at 31 March 2023.

All subsidiaries except for Trade Window Incorpo-
rated have a 31 March balance date. Trade Window
Incorporated has a balance date of 31 December.



Country of
incorporation
Principal place
of business 20232022
Trade Window LimitedNew ZealandNew Zealand100%100%
Trade Window Pty LimitedAustraliaAustralia100%100%
Trade Window Pte LimitedSingaporeSingapore100%100%
TradeWindow Services LimitedNew ZealandNew Zealand100%100%
Trade Window Origin LimitedNew ZealandNew Zealand100%100%
Trade Window Nominees LimitedNew ZealandNew Zealand100%100%
Trade Window CNCO Pte LimitedSingaporeSingapore0%100%
Trade Window Incorporated PhilippinesPhilippines100%0%
Year ended 31 March 2023

Rfider

With effect from 1 July 2022, the Group acquired
the assets of Auckland based software as a
service company Rfider Limited, for a notional
maximum purchase price of NZ$10 million. NZ$2.5
million was paid in cash on settlement on 29 July
2022. NZ$7.5 million consideration was deferred
to be settled in shares in two tranches of up to
NZ$3.75 million each, subject to achievement of
revenue targets within 12 and 24 months from
settlement, respectively. The Rfider product has
since been rebranded as “TradeWindow Assure+”.
The acquisition of Rfider provided the Group with a
supply chain transparency solution.
Consideration transferred

The consideration transferred in the acquisition
is generally measured at fair value, as are the
identifiable net assets acquired. Any goodwill that
arises is tested annually for impairment. Any gain
on a bargain purchase is recognised in profit or
loss immediately. Transaction costs are expensed
as incurred, except if related to the issue of debt or
equity securities. Any contingent consideration is
measured at fair value at the date of acquisition. If
an obligation to pay contingent consideration that
meets the definition of a financial instrument is
classified as equity, then it is not remeasured, and
settlement is accounted for within equity. Otherwise,
other contingent consideration is remeasured at
fair value at each reporting date and subsequent
changes in the fair value of the contingent
consideration are recognised in profit or loss.



The details of the business combination are as follows:
2023 $
Fair value of consideration
transferred
Amount subject to earn-out based
on revenue targets (current)
2,347,000
Amount subject to earn-out based
on revenue targets (non-current)
2,307,000
Amount settled via cash 2,500,000
Total fair value of consideration
transferred
7,154,000
Recognised identifiable net assets
Software 2,980,000
Deferred tax liability (666,000)
Plant and equipment 4,800
Goodwill 4,835,200
Total identifiable net assets 7,154,000

9899
The actual value of the two deferred payment
tranches will be determined based on the proportion
of revenue targets achieved for each period, with
settlement in TradeWindow Holdings Limited shares.
Further, there is a shortfall protection mechanism
which partially compensates the vendors should
TradeWindow Holdings Limited’s share price be
less than a specified level at the time of payment
of each of the deferred tranches. Settlement of this
component maybe in shares and/or cash.
The Group has included $4.7 million as contingent
consideration, which represents its fair value at
the date of acquisition (current $2.4 million, non-
current $2.3 million). This has been recognised as a
contingent liability. At 31 March 2023, the contingent
consideration had decreased by $3.4 million due
to remeasurement. The fair value of contingent
consideration at balance date is $1.2 million (current
$1.0 million, non-current $0.2 million) – refer Note
14. The shortfall protection component of this
balance is $0.7 million (current $0.6 million, non-
current $0.1 million).
Measurement of fair values - The valuation
techniques used for measuring the fair value of
material assets acquired in all business acquisitions
during the year were as follows:

Property, 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 TradeWindow 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.
Note 19 — Business AcquisitionsNote 19 — Business Acquisitions
Year ended 31 March 2022
Speedi Software Limited (Speedi)

On 1 October 2021 the Group acquired the assets
of Tauranga based border clearance software
company, Speedi Software Limited. The acquisition
provided the Group with a cost effective and lower
risk way to acquire customers, capability and extend
its ecosystem reach.
The details of the business combination are as
follows:


2022 $
Fair value of consideration
transferred
Amount settled in shares (78,794
shares)
725,000
Amount settled via cash 725,000
Total fair value of consideration
transferred
1,450,000
Recognised identifiable net assets
Software 1,200,000
Goodwill 250,000
Total identifiable net assets 1,450,000
Rfider contributed $116,463 to the consolidated
revenue for the 9 months ended 31 March 2023.
Annualised revenue for the 12 months ended
31 March 2023 is expected to be approximately
$155,000. 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 TradeWindow’s suite of solutions
and therefore a separate profit and loss is not
maintained and impractical to disaggregate.

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.
The Speedi acquisition contributed $0.3m to the
consolidated revenue for the six months ended 31
March 2022. However, the business is not subject to
significant seasonality. As such, annualized revenue
for the 12 months ended 31 March 2022 is expected
to be approximately $0.6m. 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 TradeWindow’s suite of solutions
and therefore a separate profit and loss is not
maintained and impractical to desegregate.
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.

100101
20 Share capital
During July 2022 Trade Window Holdings Limited
raised $10,000,000 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). A further $5,463,010 before
capital raise expenses was raised in Quarter 4 of
the 2023 financial year, resulting in the issuance of
12,140,023 shares. The amount raised in FY 2022
was $15,000,000 before capital raise expenses.

On 1 April 2021 Trade Window Limited issued 94,405
shares to Douglas Meuross valued at $814,019 and
94,405 shares to Sally Wallace valued at $814,019 as
part of the Cyberfreight acquisition, to the total value
of $1,628,037.
On 1 October 2021 Trade Window Limited issued
7,880 shares to Russell and Margaret Beswick
valued at $72,506, 31,517 shares to Andrew Hickton
valued at $289,994 and 39,397 shares to RW and
MJ Beswick Trust valued at $362,500 as part of the
acquisition of Speedi Software Limited to the total
value of $725,000.

At 31 March 2023, share capital comprised
113,026,232 shares. All issued shares rank equally,
are fully paid and have no par value.

2023
Number of
shares
2022
Number of
shares
2023
$
2022
$
Shares
Balance 1 April 86,373,316 5,780,472 31,333,484 6,147,047
Issue of ordinary shares 26,425,599 1,630,239 14,689,831 15,000,000
Shares issued in respect of business
acquisitions
- 267,604 - 2,353,037
Shares issued in respect of employee
share options exercised
227,317 79,721 157,261 716,347
2020 Convertible note exchange - 845,124 - 6,818,964
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
- 241,109 - 205,557
Balance at 31 March113,026,232 86,373,316 46,180,576 31,333,484
2022 $
Fair value of consideration
transferred
Amount settled in shares (188,810
shares)
1,628,037
Amount settled via cash 813,445
Total fair value of consideration
transferred
2,441,482
Recognised identifiable net assets
Software 1,189,951
Plant and equipment 47,921
Prepayments (20,460)
Goodwill 1,224,070
Total identifiable net assets 2,441,482
The details of the business combination are as
follows:
Cyberfreight contributed $1.4 million to the
consolidated revenue for the 12 months from 1 April
2021 to 31 March 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 TradeWindow’s suite of solutions
and therefore a separate profit and loss is not
maintained and impractical to desegregate.

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.

Measurement of fair values - The valuation
techniques used for measuring the fair value of
material assets acquired in all business acquisitions
during the prior year were as follows:

Equity instruments issued - The fair value of the
ordinary shares issued was based on the share price
of the company at the date of listing.

Property, 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 TradeWindow 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.

Cyberfreight

On 1 April 2021, the Group acquired the assets of
Sydney based freight forwarding software company,
Hi-Tech Freight Solutions (Aust.) Pty Limited
(“HTFSL”) for AU$2.25 million. The Group also
acquired at the same time the assets of Cyberfreight
Solutions Pte. Limited (“CSPL”), a Singaporean
company related to HTFSL for SG$5,000 cash. HTFS
and CSPL, were together known as “Cyberfreight”,
Cyberfreight has since been rebranded as
“TradeWindow Freight”. The acquisition of
Cyberfreight provided the Group with a cost-effective
way to amass a high-quality customer base, access
to freight management capabilities, and secure
market share in Australia and further afield.
Note 19 — Business Acquisitions

102103
Share capital policy

Ordinary shares are classified as equity. Incremental
costs directly attributable to the issue of ordinary
shares are recognised as a deduction from equity,
net of any tax effects.

Capital management

For the purpose of the Group’s capital management,
capital includes issued capital, convertible notes and
all other equity reserves attributable to the equity
holders of the parent. The primary objective of the
Group’s capital management is to maximise the
shareholder value. The Group manages its capital
structure and makes adjustments in light of changes
in economic conditions and the requirements of the
financial covenants. There are no externally imposed
capital requirements.
Note 20 — Share capital
21 Convertible notes
2023 $2022 $
Convertible notes
Balance 1 April- 6,818,964
(Converted)/Issued to Independent Parties- (4,410,000)
(Converted)/Issued to Related Parties- (2,408,964)
Converted to Share Capital- -
Balance at 31 March- -
Number of options
Weighted average
exercise price
Year ended 31 March 2023
Outstanding at the beginning of the period317,311 0.00100
Granted during period - -
Revoked during period(4,483)0.00092
Exercised at end of 31 March 2023(227,317)0.00092
Outstanding at the end of the Period85,511 0.00092
Comprised of:
Vested (and not exercised) 62,695
Granted but not vested 22,816
85,511
Convertible notes
There were no convertible notes issued during the year (2022: $Nil).

22 Share based payment
arrangements
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. All options are to be settled
by the physical delivery of shares.
Under this plan, grantees have been granted options
to purchase ordinary shares at an exercise price
based on the fair value of Trade Window Holdings
Limited’s shares on the date of the grant as
approved by the directors. Once granted, options
vest over a period of time which is stated in the
As at 31 March 2023 the Group had the following
share-based payments arrangements.
options offer letter to the grantee. The grantee may
exercise an option that has vested at any time during
the period commencing on the date on which the
option vested and ending on the expiry date. Under
the terms of the scheme unvested options lapse
immediately on termination of service. For a good
leaver, as defined, vested options must be exercised
within three months following termination of
services, and any options exercised and converted to
shares may be retained. For a bad leaver, as defined,
vested options are cancelled on the leaving date.
No options were approved to be issued under
the existing scheme since prior to listing on 19
November 2021.
The number and weighted average exercise prices
of share options under the employee share option
programmes were as follows: