Half Year Results

Name of issuer
Reporting Period
Previous Reporting Period
Currency
Amount (000s)
Revenue from continuing operations$10
Total Revenue$10
Net profit/(loss) from continuing operations -$125
Total net profit/(loss) -$125
Amount per Quoted Equity Security
Imputed amount per Quoted Equity Security
Record Date
Dividend Payment Date
Prior comparable period
Net tangible assets per Quoted Equity Security $ 0.0002
A brief explanation of any of the figures above necessary to
enable the figures to be understood
Name of person authorised to make this announcement
Contact person for this announcement
Contact phone number
Contact email address
Date of release through MAP
Results for announcement to the market
Blackwell Global Holdings Limited
6 months to 30 September 2023
6 months to 30 September 2022
NZD
Percentage change
269.6%
269.6%
-23.3%
-23.3%
Interim/Final Dividend
It is not proposed to pay a dividend
Not applicable
Not applicable
Not applicable
Current period
$ 0.0004
This announcement is extracted from BGI's
unaudited interim financial statements for the six
month ended 30 September 2023. A copy of these
unaudited interim financial statements is attached to
this announcement.
Authority for this announcement
Sean Joyce
Sean Joyce
021 865 704
sean@corporate-counsel.co.nz
29/11/2023

---

1


Blackwell Global Holdings Limited

Interim Financial Result
For the 6 months ended 30 September 2023








CONTENTS

Page

Chairman’s Report 2
Interim Consolidated Statement of Comprehensive Income 3
Interim Consolidated Statement of Changes in Equity 4
Interim Consolidated Statement of Financial Position 5
Interim Consolidated Statement of Cash Flows 6
Reconciliation of Net Operating Cash Flows to Net Loss After Tax 7
Condensed Notes to the Interim Financial Statements 8
Company Directory 15

CHAIRMAN’S REPORT
BLACKWELL GLOBAL HOLDINGS LIMITED
For the six months ended 30 September 2023
2

Dear Shareholders
The Board is actively looking to identify a suitable business opportunity to invest in and/or acquire through a
reverse takeover transaction (RTO). Discussions have been had with several potential acquisition targets to date,
but none of those discussions have developed into a tangible transaction to date.

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

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

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

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

• The business has excellent personnel and management

• The business operates in an attractive and positive business sector

• The business has a robust business model

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

• The business owns proprietary intellectual property

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

• The business has the potential to scale internationally

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

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

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





Yours sincerely


Sean Joyce
Chairman
29 November 2023

Interim Consolidated Statement of Comprehensive Income
Blackwell Global Holdings Limited
For the six months ended 30 September 2023

3



6 mths ended 6 mths ended 12 mths ended
30 Sep 2023 30 Sep 2022 31 Mar 2023
(unaudited) (unaudited) (audited)
Notes
$ $ $



Revenue


Interest and fee income 4 9,863 2,668 9,212
Total Income 9,863 2,668 9,212

Expenses


Directors' fees 12 (69,000) (69,000) (138,000)
Interest expense 9 (15,679) 55,282 9,057
Other operating expenses 5 (49,941) (90,166) (144,985)
Total expenses (134,620) (103,883) (273,928)

Loss before income tax (124,757) (101,215) (264,717)

Income tax benefit/(expense) - - -

Net profit/
(loss) after tax (124,757) (101,215) (264,717)

Total comprehensive loss for the
period (124,757) (101,215) (264,717)

Attributable to:
Owners of the parent company (124,757) (101,215) (264,717)


Earnings/(loss) per share


Basic (loss) per share (cents per share): 6 (0.02) (0.02) (0.04)
Diluted (loss) per share (cents per share): 6 (0.02) (0.02) (0.04)














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

Interim Consolidated Statement of Changes in Equity
Blackwell Global Holdings Limited
For the six months ended 30 September 2023

4


Notes Share Contributed Accumulated Total


Capital Capital Losses Equity

$ $ $ $

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

Loss for the period - - (101,215) (101,215)
Total comprehensive loss for the period - - (101,215) (101,215)

Balance at 30 September 2022
(unaudited) 13,101,679 407,606 (13,379,517) 129,768


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

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

Issue of ordinary shares, net of transaction
costs 8 445,658 - - 445,658


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


Balance at 1 April 2023 (audited) 13,547,337 407,606 (13,543,018) 411,925

Loss for the period - - (124,757) (124,757)
Total comprehensive loss for the period - - (124,757) (124,757)

Balance at 30 September 2023
(unaudited) 13,547,337 407,606 (13,667,775) 287,168










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

Interim Consolidated Statement of Financial Position
Blackwell Global Holdings Limited
For the six months ended 30 September 2023

5
30 Sep 2023 30 Sep 2022 31 Mar 2023
(unaudited) (unaudited) (audited)
Notes
$ $ $


Current assets
Cash and cash equivalents

736,485 1,001,223 863,900
Prepayments and other receivables 30,830 26,863 10,781
Total current assets 767,315 1,028,086 874,681

Non-current assets
Prepayments and other receivables 75,000 75,000 75,000
Property, plant and equipment 784 1,567 1,045
Total non-current assets 75,784 76,567 76,045

Total assets 843,099 1,104,653 950,726


Current liabilities
Trade and other payables 8,020 35,573 819
Accruals, provisions and other liabilities 5,750 9,056 11,500
Borrowings 9 542,161 388,002 526,482
Total current liabilities 555,931 432,631 538,801

Non-current liabilities
Borrowings 9 - 542,254 -
Total non-current liabilities - 542,254 -

Total liabilities 555,931 974,885 538,801

Net assets 287,168 129,768 411,925



Total equity 287,168 129,768 411,925

Net tangible assets per share (cents per
share): 7 0.04 0.02 0.06


For and on behalf of the Board:



Dated: 29 November 2023

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

Interim Consolidated Statement of Cash Flows
Blackwell Global Holdings Limited
For the six months ended 30 September 2023

6


6 mths
ended
6 mths
ended
12 mths
ended
30 Sep
2023
30 Sep 2022 31 Mar 2023
(unaudited) (unaudited) (audited)
Notes
$ $ $



Cash flows from operating activities


Interest received

9,863 7,340 13,883
Income taxes refunded
- 51 1,493
Operating inflows

9,863 7,390 15,376



Payments to suppliers and employees


(137,277) (154,462) (295,429)
Operating outflows


(137,277)
(154,462) (295,429)



Net cash from / (used in) operating activities

(127,415) (147,072) (280,052)






Cash flows used in investing activities


Proceeds from short-term Investments

- 1,000,000

1,000,000
Net cash from / (used in) investing activities 11 - 1,000,000 1,000,000




Cash flows used in financing activities


Proceeds from borrowings 9
- - (4,342)
Net cash from / (used in) financing activities

- - (4,342)



Net increase in cash and cash equivalents

(127,415) 852,928 715,606
Cash and cash equivalents at the beginning of the
prior period


863,899 148,294 148,294
Cash and cash equivalents at the end of the
period


736,484

1,001,223 863,900













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

Reconciliation of Net Operating Cash Flows to Net Loss After Tax
Blackwell Global Holdings Limited
For the six months ended 30 September 2023

7


6 mths ended 6 mths ended 12 mths ended

30 Sep 2023 30 Sep 2022 31 Mar 2023
(unaudited) (unaudited) (audited)
$ $ $


Net loss for the period (124,757) (101,215) (264,717)

Adjustments for:
Depreciation 261 522 1,045
Loss on disposal of fixed assets - - (9,056)
Capitalised and accrued interest expense
15,679 (55,282) -

(108,817) (155,975) (272,728)


Changes in net assets and liabilities:

(Increase) / decrease in prepayments and other
receivables (20,049)

(12,392) 3,690
Increase / (decrease) in trade and other payables 7,201 30,352 (4,402)
Increase / (decrease) in accruals, provisions and
other liabilities (excluding deferred revenue) (5,750)

(9,056) (6,613)
Net cash (used in) / generated by operating
activities (127,415)

(147,072) (280,052)






















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

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2023

8
1. General Information
These unaudited interim financial statements are for Blackwell Global Holdings Limited (the “Company”) and its
subsidiaries (together the “Group”).
The Company and its subsidiaries are limited liability companies, domiciled and incorporated in New Zealand.
The Company is listed by NZX Limited on the NZX Main Board (“NZX”).
The Company is registered under the Companies Act 1993 and is an FMC Reporting Entity under part 7 of the
Financial Markets Conduct Act 2013.
The Group operates a financial services business focusing on mortgage lending. There has been no change in
the nature of the Group’s business during the period. This should be read in conjunction with the comments in
Note 14: Going Concern.
There are no seasonal or cyclical influences on these interim results.

2. Basis of Preparation
These unaudited interim financial statements for the six months ended 30 September 2023 have been prepared
in accordance with Generally Accepted Accounting Practice in New Zealand (‘NZ GAAP’) and with the
requirements of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules. They also
comply with the International Accounting Standard 34: Interim Financial Reporting. These unaudited interim
financial statements do not include all the notes of the type normally included in an annual financial report, and
should be read in conjunction with the financial statements published in the Annual Report for the year ended
31 March 2023 which have been prepared in accordance with New Zealand equivalents to International
Financial Reporting Standards (“NZ IFRS”) and International Financial Reporting Standards (IFRS).
The consolidated financial statements are presented in New Zealand dollars.

3. Accounting Standards
These unaudited interim financial statements have been prepared using the same accounting policies and
methods of computation detailed in the Company’s Annual Report for the year ended 31 March 2023.
There were no NZ IFRS, or NZ IFRIC interpretations adopted during the period, nor any that are not yet effective
that would be expected to have a material impact on the Company.

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2023
9
4.Revenue
Th
e Group recognises revenue from the following major sources:
Interest income from term deposits and bank accounts
6 mths ended 6 mths
ended 12 mths ended
30 Sep 2023 30 Sep 2022 31 Mar 2023
(unaudited) (unaudited)
(
audited)
$
$$
Inter
est income from term deposits and bank
accounts 9,863 2,668 9,212
9,863 2,668 9,212
Tot
al income 9,863 2,668 9,212
5.Othe
r Operating Expens
es
6 mths ended 6 mths ended 12 mths ended
30 Sep 2023 30 Sep 2022 31 Mar 2023
(unaudited) (unaudited)
(
audited)
$
$$
Ac
countin
g, consulting and legal 21,099 23,040 54,224
Audit fees
– for the audit of the financial statements 5,752 8,194 10,637
Depreciation expenses 262 522 1,045
Insurance expenses 6,383 7,520 13,845
NZX fees and list char
ges 10,464 20,042 30,188
Other operatin
g expenses 977 678 1,460
Professional services 5,005 30,170 33,586
65,505 90,166 144,985
6.
Earnings
Per Share
6 mths ended 6 mths ended 12 mths ended
30 Sep 2023 30 Sep 2022 31 Mar 2023
(unaudited) (unaudited)
(
audited)
Basic earnings/(loss) per share (cents): (0.02) (0.02) (0.04)
Diluted earnin
gs/(loss) per share (cents): (0.02) (0.02) (0.04)
The losses and weighted average number of ordinary shares used in the calculation of loss per share are
as follows:
6 mths ended 6 mths ended 12 mths ended
30 Sep 2023 30 Sep 2022 31 Mar 2023
Loss for the period attributable to owners of the
parent compan
y ($) (124,757) (101,215) (264,717)

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2023
10
Weighted average number of ordinary shares used
in the calculation of basic and diluted earnings per
share 618,416,593 573,759,059 618,416,593
The weighted average number of shares has been calculated for the period to the date of approval of the
consolidated financial statements.
As of 30 September 2023, there were no financial instruments or rights held by any shareholders that were
dilutive (31 March 2023 and 30 September 2022: 100,000,000 new shares issued in October 2022).
Accordingly, basic and diluted earnings per share decreased from -0.02 (September 2022) to -0.04 (March
2023).
The Group presents basic and diluted earnings per share (EPS) information for its ordinary shares. Basic EPS
is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number
of ordinary shares on issue throughout the year. Diluted earnings per share is calculated by adjusting the profit
or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding,
adjusted for the effects of all dilutive potential ordinary shares. There were no financial instruments considered
to be dilutive as at 30 September 2023.
7. Net tangible assets per share
30 Sep 2023 30 Sep 2022 31 Mar 2023
(unaudited) (unaudited)(audited)
Net tangible assets ($) 287,168 129,768411,925
Issued shares at balance date 673,759,059 573,759,059 673,759,059
Net tan
gible assets per share (cents) 0.04 0.02 0.06
8.Sha
re Capita
l
Iss
ued and paid up capital
No. of Shares $
Ordinar
y shares at 1 April 2022 573,759,059 13,101,679
Ordinar
y shares issued during the period - -
Ordinar
y shares as at 30 September 2022 573,759,05913,101,679
Ordinary shares at 1 April 2022 573,759,059 13,101,679
Ordinar
y shares issued during the year 100,000,000 445,658
Ordinar
y shares as at 31 March 2023 673,759,059 13,547,337
Ordinar
y shares as at 1 April 2023 673,759,059 13,547,337
Ordinar
y shares issued during the period - -
Ordinar
y shares as at 30 September 2023 673,759,059 13,547,337

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2023

11
9. Borrowings

30 Sep 2023 30 Sep 2022 31 Mar 2023

(unaudited) (unaudited) (audited)

$ $ $
Current borrowings

Bonds 542,161 388,002 526,482

Non-current borrowin
gs

Bonds - 542,254 -

Bonds
The Group issued $2,000,000 bonds on 18 December 2017 to Blackwell Global Group Limited (BGGL), a related
party at a fixed interest rate of 6%. The bonds were to mature three years from the issue date at their nominal
value of $2,000,000.

The Group issued a further $500,000 bonds to BGGL on 27 April 2019 at a fixed interest rate of 6%. The interest
is payable six monthly. The bonds were to mature three years from the issue date at their nominal value of
$500,000.

The bonds are secured by a first ranking general security deed over all the present and after acquired property
of Blackwell Global Holdings Limited.

The contributed capital component of the bonds represents the difference in fair value between the current fixed
interest rate and the estimated interest rate of a similar bond issued to a third party.
The bond agreement with BGGL was amended by Deed of Variation dated 24 March 2020. The maturity period
was extended from three to four years, and the interest rate reduced from 6% to 0% for six months starting 24
March 2020.

On 25 November 2020 a Letter of Undertaking was agreed with BGGL further extending the bond maturity date
to 30 June 2022, with 0% interest until maturity.

In June 2021, the Company redeemed $1,000,000 of the Bonds for cash and paid $750,000 to BGGL in June
2021, and $250,000 in August 2021.

During the 2022 year, upon receiving shareholder approval, BGGL capitalised $500,000 of its Bonds into
71,428,571 new ordinary shares in the Company, at an issue price of $0.007 per share. This development
provided the Company with an additional $500,000 of capital which provided the Company with sufficient
working capital to fund the outgoings and expenses.

On 25 July 2022 the independent directors proposed, subject to shareholder approval, for BGGL to further
extend the maturity date of the Bonds to 31 December 2023, and for them to not call for repayment prior to that
date except in liquidation or through capitalisation.

The net present value of the bonds has been adjusted on the balance sheet for the present value of the face
values at maturity using the original effective interest rate of 6% per annum.

They also proposed to capitalise $450,000 principal amount of the Bonds at an issue price of $0.0045 per new
share for an issue of 100,000,000 fully paid shares in the Company to occur on 17 October 2022. The proposal
was approved in September 2022 by a majority vote of the shareholders.

Following completion of both the above transactions there is $550,000 of Bonds that remain outstanding (to be
repaid by the Company in accordance with their terms). On 29 November 2023, BGGL extended the maturity
date of the Bonds to 30 September 2024.

No new bonds have been issued during the period. The value of the bonds recognised in the Consolidated
Statement of Financial Position are calculated as follows:

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2023

12

6 mths ended 6 mths ended 12 mths ended

30 Sep 2023 30 Sep 2022 31 Mar 2023

(unaudited) (unaudited) (audited)

$ $ $
Balance at be
ginning of period 526,482 985,538 985,538
Repa
yment of bonds - - (450,000)
Liabilit
y component carried forward 526,482 985,539 535,538
Amortisation of the premium on the bonds 15,679 (55,282) 45,970
Amortisation adjustments - - (55,026)
Bond liabilit
y 542,161 930,256 526,482

Bond liability in current borrowings 542,161 388,002 526,482
Bond liabilit
y in non-current borrowings - 542,254 -
Bond liabilit
y 542,161 930,256 526,482


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

Proportion of interest and voting
power held by the Group
Name of subsidiary Principal activity 30 Sept 2023 31 March 2023



Blackwell Global Finance Limited Diversified financial services 100% 100%
NZF Money Limited (in receivership) In receivership

100% 100%
Blackwell Global Funds Limited Special purpose vehicle established as
custodian for funding arrangement
100% 100%

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


11. Financial Instruments by Category

Financial Assets Total at amortised cost

$
30 Sep 2023

Cash and cash equivalents 736,485
Other receivables 30,830
Total 767,315



Total at amortised cost

$
31 Mar 2023

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



Total at amortised cost



$

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2023

13
30 Sep 2022
Cash and cash equivalents 1,001,223
Other receivables 26,863
Total 1,028,086


Financial Liabilities Total at amortised cost

$
30 Sep 2023

Trade and other pa
yables 8,020
Borrowin
gs 542,161
Accruals and other liabilities 5,750
Total 555,931



Total at amortised cost

$
31 Mar 2023

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




Total at amortised cost

$
30 Sep 2022

Trade and other pa
yables 35,573
Borrowin
gs 388,002
Accruals and other liabilities 9,056
Total 432,631


12. Related Parties
Blackwell Global Holdings Limited (the Group) is controlled by Blackwell Global Group Limited (incorporated in
the Cayman Islands) which at 30 September 2023 owned 71.68% of the Company’s shares. The Group’s
ultimate controlling party is Mr Kaw Sing Chai, who also owns 8.29% of the Company’s shares in his own name.
The remaining 20.03% of the Company’s shares are widely held.

Related party transactions

Directors fees

6 mths ended 6 mths ended 12 mths ended

30 Sep 2023 30 Sep 2022 31 Mar 2023

(unaudited) (unaudited) (audited)

$ $ $
Sean Jo
yce 43,125 43,125 86,250
Crai
g Alexander 25,875 25,875 51,750
Total remuneration of directors 69,000 69,000 138,000

During the period, Sean Joyce and Craig Alexander, who retired following the provisions of the Constitution of
the Company and being eligible, offered themselves for re-election as a Director of the Company and was re-
elected by majority vote of the shareholders.

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

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2023

14
13. Going Concern
The Group has incurred a net loss for the period of $124,757 (30 September 2022: loss of $101,215), (31 March
2023: loss of $264,717) and as of 30 September 2023 has an equity surplus of $287,168. The Company is
reliant upon the continued support of its lenders including shareholder advances. The going concern basis
assumes the continued support of these parties in the following financial periods. Should this support not
continue, this may indicate the existence of a material uncertainty that would impact the adoption of the going
concern assumption. The Board has implemented several strategies to reduce the outgoings of the Company
and is actively looking to identify a suitable business opportunity to invest in and/or acquire through a reverse
takeover transaction (RTO).

The Company can meet loan repayment commitments and costs given the current bank balance of $736,485.

The Directors in determining that the financial statements be prepared on a going concern basis have taken
into account events after the balance date.


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

15. Capital Commitments
There were no capital commitments at 30 September 2023 (31 March 2023 and 30 September 2022: Nil).

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

17. Subsequent Events
The bonds were set to expire on the 31 December 2023, the expiry date of the bonds is to be extended to 30
September 2024.
On 23 November 2023 NZ Regco formally advised the Company that it considers that the Company has not
strictly complied with Listing Rule 2.13.2, which requires that there be three directors on the Audit and Risk
Committee, and that NZ RegCo management has recommended enforcement action against the Company,
and these recommendations have been approved by the NZ RegoCo Board.

18. Approval of Financial Statements
The financial statements were approved by the Directors and authorised for issue on 29 November 2023.

15
COMPANY DIRECTORY

As at 30 September 2023





Independent Directors Share Re
gistrar
Sean Jo
yce

Link Market Services Limited
Crai
g Alexander

Deloitte Centre, 80 Queen Street, Auckland

Tel: 09 375 5998
Non-executive Directors

Kaw Sing Chai

Solicitors
Say Chan Law

Chapman Tripp
Kim Chan Steve Chua

Level 34, PwC Tower, 15 Customs Street West

Auckland
Re
gistered Office

84 Coates Avenue Bankers
Orakei, Auckland ASB Bank Limited
ASB, North Wharf, 12 Jellicoe Street, Auckland
Compan
y Number

1474151 Auditor
William Buck
Incorporated Level 4, 21 Queen Street, Auckland
22 Januar
y 2004



Shares Issued
673,759,059 Ordinar
y Shares