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TWL – FY24 Half-Year Results Announcement

Half Year Results28 November 2023TWLIndustrials

1

MARKET RELEASE

29 November 2023

FINANCIAL RESULTS FOR THE HALF YEAR TO 30 SEPTEMBER 2023

TradeWindow charts path towards financial sustainability

TradeWindow (NZX: TWL), the global trade software business, today announces its interim

financial results

1

showing global trade dynamics continuing to support revenue growth.

However, with capital markets continuing to show reticence towards early-stage growth

companies, TradeWindow also confirms that - following consultation with staff - it has

proceeded with the previously flagged reorganisation to move the company towards a

sustainable financial footing.

HIGHLIGHTS

• Trading revenue - $3.0 million, up 25% lifted by a 21% increase in Average Revenue

Per Customer (ARPC).

• Annual recurring revenue

2

$5.5 million, up 27%.

• Gross margin - 51%, up 5ppt benefiting from onboarding performance

improvements.

• Total operating expenses - $7.7 million, down 10% following cost reductions

announced in March 2023.

• EBITDA loss - $4.7 million, down 20%, expected to reduce further in 2H 24 in line with

expense reductions announced in October 2023.

• Net loss after tax - $4.8 million, down 32%.

• Cash and cash equivalents - $1.8 million, an additional $500K has been raised since.

• Revenue guidance for FY 24 affirmed at $6.0 million to $6.5 million.

TradeWindow Chair, Alasdair MacLeod said: “We have seen strong growth across the year

with revenue supported by the company attracting larger customers, and existing customers

taking up complementary solutions.

“However, as we highlighted earlier this month, our customer growth has slowed reflecting

the challenging economic conditions and the ongoing wave of consolidation in the freight

forwarding industry. The full implementation of our growth plans has also been hampered by

investor reticence towards funding early-stage companies such as TradeWindow and the non-

settlement of our strategic agreement with the UK-based technology company nChain.

“These constraints have necessitated a further reorganisation, as signalled earlier this month,

to conserve capital, and put the company on an accelerated path to financial sustainability.

The measures we have confirmed today will assist TradeWindow to achieve monthly EBITDA

breakeven in FY 25.”

Chief Executive AJ Smith said: “Despite the multiple challenges, TradeWindow has continued

to consolidate its presence in the New Zealand export sector and keep growing despite the

headwinds. We have increased our penetration into the Australian freight forwarding market,


1

All comparisons are to the six-month period to 30 September 2023 unless otherwise stated.

2

Annual recurring revenue is calculated using subscription revenue for September 2023 and the monthly average

of transaction revenue for Q2 FY 2024 annualised.




assisted by our achievement of becoming an accredited issuing body for Australian

Certificates of Origin.

“Constraints on funding have required the company to refocus on our ‘land’ and ‘grow’ pillars

of our strategy. This means scaling back innovation and development and instead focusing

on growing revenues from profitable core products, including Prodoc, Freight, Cube, Origin

and SpeEDI.

“These changes, which come at the cost of integrating our solutions into a single global trade

platform, continued expansion of our service offering and a scaling back of our team, are the

hard but necessary actions we must take to right size the company to the current capital

market conditions.”

“However, they will not compromise our commitment to help our customers make their supply

chains more productive, connected, and visible. Indeed, customers can expect ongoing

enhancements to TradeWindow’s service offering with solutions such as the just-released-to-

market including our capability in Australian Certificates of Origin, and Visibility, shipment

events tracking within Cube.”

FINANCIAL UPDATE

Trading revenue was $3.0 million, up 25% from $2.4 million, reflecting solid organic growth.

This followed from increased sales across all core product lines with Cube (the cornerstone

of the global trade platform) growing revenue by 92% to existing customers.

TradeWindow has meanwhile offset the impact of industry consolidation by replacing lost

smaller customers with larger customers who take more of the company’s services. It has

also effectively passed on many inflation-driven operating cost increases to customers.

TradeWindow’s monthly average revenue per customer (ARPC) was up 21% to $1,612 for

exporters and importers, and up 21% to $690 for freight forwarders. Annual recurring revenue

(ARR) grew by 27% to $5.5 million, the result of sales growth and a 96% customer retention

rate. Recurring revenue as a proportion of trading revenue was 94%, up from 87% in FY 23.

Total income was $3.0 million, up 12% from $2.7 million.

Expenses remain ahead of revenue in line with the company’s growth strategy. However, total

operating expenses were down 10% to $7.7 million, from $8.6 million, reflecting previously

announced cost reductions and driven mainly by a 22% reduction in staff numbers.

The half year EBITDA loss was $4.7 million, down 20% from $5.9 million, and the net loss after

tax reduced to $4.8 million

3

from $7.1 million. Monthly average cash burn reduced from $1

million in FY23 to $0.7 million in 1H FY24 and $0.6 million in 2Q FY24. These figures do not

reflect the reorganisation and the resulting cost savings we have confirmed today.



3

The amount includes a fair value gain on contingent consideration revaluation. Further detail is provided in the

investor presentation.




REORGANISATION

TradeWindow announces – following consultation with staff – that it has elected to reduce

FTEs by approximately 40% to 48 as well as a number of staff and directors taking temporary

pay reductions. The reorganization will be substantially completed by the end of this month.

Mr Smith said: “Innovation and development of future looking products is important, and we

see the long-term benefit to our clients. However, sustainability and shift of focus to

accelerating EBITDA break-even through reorganisation is our priority in the short term, while

markets are uncertain and capital for innovation and development is scarce.

“We take a portfolio approach to innovation and development. We have received clear

guidance from capital markets to allocate capital towards projects that will deliver strong

revenue growth in the near term.”

TradeWindow is continuing discussions to divest the Rfider business and its Assure+

traceability product. As previously signalled, it will also work to assist all staff affected by the

process to find alternative employment through its networks.

CAPITAL MANAGEMENT

At the end of September 2023 TradeWindow had cash reserves of $1.8 million. Since the end

of the half year, the company has raised an additional $500K from key existing investors,

including Executive Directors AJ Smith and Kerry Friend and a new shareholder, Phil Richards,

an experienced global Software as a Service (SaaS) entrepreneur.

As a result of the capital raising, TradeWindow’s lender ASB has extended an interim waiver

of a lending covenant breached on the company’s $1.1 million debt facility because of the

delay to the nChain deal. The covenant waiver has been extended to 30 June 2024.

TradeWindow is continuing discussions with nChain over the company’s unconditional

agreement, which includes providing TradeWindow $2.4 million in new capital. TradeWindow

is also progressing alternative funding options.

OUTLOOK

Mr Smith said trade sector dynamics were still supportive of TradeWindow.

“Our core customers trade in non-discretionary items where volumes and therefore

transactions are less affected by macro-economic conditions. Shipping costs are falling, and

inflationary pressures are easing.

“Meanwhile, new trade agreements, regulatory changes and demands for product traceability

are supporting digitisation of trade information. Together these trends incentivize shippers

and freight forwarders to seek out TradeWindow’s solutions and the productivity benefits they

offer.

“We continue to expect trading revenue for the year ending March 2024 to range between $6

million to $6.5 million, although recognise this forecast remains subject to changes in the

macroeconomic environment,” Mr Smith said.

“We expect revenue growth, coupled with the reorganisation we have confirmed today, and

other changes we are making in the business, will result in a progressive reduction in monthly




cash outflow to below $200k in the final quarter of the current financial year. We also believe

these changes will allow TradeWindow to fund its operations for the next 12 months

4

.

“TradeWindow continues to anticipate achieving monthly EBITDA breakeven in the second

half of FY25. We look forward to providing an update to shareholders when we release out

third quarter shareholder update in January.”

Webcast

TradeWindow will host a webcast at 11am this morning NZT on the full year results.

Participants can register for the conference by navigating to:

Phone registration:

https://s1.c-conf.com/diamondpass/10035080-bdy7ng.html

Webcast registration:

https://ccmediaframe.com/?id=MMUJkMxq

Released for and on behalf of TradeWindow by:

AJ Smith

CEO and Executive Director


ENDS

About TradeWindow:

Founded in December 2018, TradeWindow is an NZX-listed software company that provides digital solutions for exporters, importers,

freight forwarders, and customs brokers to drive productivity, increase connectivity, and enhance visibility. TradeWindow’s software

solutions integrate to form a cohesive digital trade platform that enables customers to more efficiently run their back-end operations,

share information and securely collaborate with a global supply chain made up of customers, ports, terminals, shipping lines, banks,

insurance companies, and government authorities.

www.tradewindow.io

Further information:

Investors

Andrew Balgarnie

TradeWindow

+64 27 559 4133

Media

Richard Inder

The Project

+64 21 645 643




4

For the assumptions underlying this statement please refer to Company’s going concern assumption detailed in

full on pages 11 & 12 of the Interim Financial Statements for the six months ended 30 September 2023 released

to the NZX today. Note these assumptions relate to the 12 months from today’s date.

---

1H 24 Financial Results
Investor presentation

29 November 2023

TradeWindow’s ordinary shares trade on the NZX under the ticker TWL

2
This presentation has been prepared by Trade Window Holdings Limited (TradeWindow). All information is current at the date of

this presentation, unless stated otherwise. All currency amounts are in NZ dollars unless stated otherwise.

Disclaimer

Information in this presentation:

•is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of

securities in TradeWindow for the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial

product, or investment advice;​

•should be read in conjunction with, and is subject to TradeWindow’s Financial Statements and Annual Reports, market releases andinformation

published on TradeWindow’s website (tradewindow.io);

•includes forward-looking statements about TradeWindow and the environment in which TradeWindow operates, which are subject to uncertainties

and contingencies outside TradeWindow’s control –TradeWindow’s actual results or performance may differ materially from these statements;

•includes statements relating to past performance information for illustrative purposes only and should not be relied upon as (and is not) an indication

of future performance; ​

•may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to theaccuracy or

completeness of such information; and

•non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial

information presented by other entities. The non-GAAP financial information included in this document has not been subject to review by auditors.

Non-GAAP measures are used by management to monitor the business and are useful to provide investors to access business performance.

1H 24 Investor Presentation

3
Agenda

Financial results overview

FY 24 funding and reorganisation

Progress against our strategy

Financial overview

Outlook and summary

4

6

9

11

18

AJ Smith

CEO & Director

Deidre Campbell

Chief Financial Officer

1H 24 Investor Presentation

4
•Trade volume is holding steady for shippers (exporters and importers).

TradeWindow benefits fromexposure to non-discretionary commodity

trade

•25% increase in trading revenue driven byorganic growth and increasing

average revenue per customer (ARPC)

•Recurring revenues up 27% to $5.5 million. Cube (TradeWindow’sglobal

trade platform) delivered a 92% revenue increase

•EBITDA losses, following investment for growth, reduce as cost cutting

delivers

•Capital markets (new equity) represent biggest growth limitation

•Cash balance of $1.8 million at the end of September 2023; an additional

$500k raised since period end.

1H 24: Trading revenue +25%, despite capital market headwinds

1H 24 Investor Presentation

Revenue

Earnings

1

Funding

$7,306

-$959

$1,808

-$723

-$1,500

$500

$2,500

$4,500

$6,500

Cash and equivalentsAv. month cashflow

NZ$M

1

Includes gain on contingent consideration on Rfider deferred earnout

5
Key performance indicators

*

–ARR rising, led by increased ARPC

Annual

Recurring

Revenue

$5.5m

ARPC (Freight

Forwarders)

Up 21% on 1H23

$690

Gross Margin

51%

Customer

retention rate

96%

% of expenses

R&D and

Commercialisation

51%

Note, all comparisons are against first half FY23 (1H23) unlessotherwise indicated.

Annual recurring revenue is calculated using subscription revenue for Sep 2023 and the monthly average of

transaction revenue for 2Q24 annualised.

Up 5 ppt on FY23

Up 3 ppton FY23

Down 5 ppt on FY23

Trading revenue

Up 25% on 1H23

$3.0m

ARPC (Shippers)

$1,612

Up 21% on 1H23

475

Customers

Same as FY23

Up 27% on 1H23

(Cube revenue up 92%)

1H 24 Investor Presentation

* Unaudited

FY24 Funding and reorganisation
Towards financial sustainability

New capital in a challenging market

•$500,000 at 24.3 cents per share secured under capital raising

completed via private placement to bridge non-completion of the

nChaindeal

•Supported by key existing investors, including the two founders of

TradeWindow and new investor Phil Richards, a successful global SaaS

entrepreneur

•ASB has extended covenant waiver until 30 June 2024

•Pursuing legal avenues regarding the non-settlement of the

unconditional nChaindeal

Reorganisation

•Teamreducing by around 40% to 48 to ensure long-term sustainability

•Focus on growing revenues from profitable core products, but

developments scaled back, customer service unaffected

•New operating model provides pathway to monthly EBITDA breakeven

in FY25

•Divest Assure+ to allocate capital to products which can generate

significant revenues in the near term

61H 24 Investor Presentation

7
Market dynamics remain positive

•Shipping costs have fallen

•Inflation is slowing

•Drive to increase productivity

Digital Trade

Facilitation

MACROECONOMIC TRENDS

•Non-discretionary trade steady

•Discretionary spending decreasing

•E-commerce is a permanent channel

CUSTOMER DEMAND TRENDS

•New free trade agreements

•Electronic trade regulatory changes

•New Government focused on growing exports

MARKET ENABLING TRENDS

1H 24 Investor Presentation

8
Our strategy:

Trusted digital trade facilitation delivered through a global trade platform

that connects our customers with their supply chain ecosystem

End-to-end connectivity

across global supply

chains

Our vision

To make global supply

chains more productive,

connected and visible

Our mission

Strategic summary

Our strategic priorities

Market penetration

Build on the

foundations of our

acquired customer

base across A/NZ, and

expand into Asia

Land

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

Grow

PeopleUnify

Accelerate growth

Continue to look for ways to accelerate our strategic priorities and growth through targeted acquisition

Acquire

1H 24 Investor Presentation

9
Strategy: charting a route to sustainability

Market penetration

Land

Add customer value

Global trade platform

Build capability

Grow

PeopleUnify

1H 24 Achievements

•Consolidated market share

among large NZ exporters

•Growth in freight forwarder

segment following the

‘Switch & Save’ campaign

1H 24 Achievements

•Released new features

which strengthened the

value proposition

•Grew average revenue per

customer

1H 24 Achievements

•Carrier Bookings

•Container Tracking /Visibility

•Accreditation to issue COO

in Australia

1H 24 Achievements

•Building out our Philippines

based team

•Right-sizing the team in line

with our land and growth

focus

2H 24 focus areas

•Drive adoption of Cube

including Origin and Visibility

•Cross-sales of further

Freight modules

•Drive usage through training

2H 24 focus areas

•Grow market share for

Certificates of Origin in NZ

and AU

•Leverage existing

partnerships to drive sales

•Reduce CAC

2H 24 focus areas

•Revenue generation focused

•Systems and processes to

drive efficiency

2H 24 focus areas

•Maintain and support

existing core solutions

•Prioritisevalue add

integrations

•Divest Assure+

1H 24 Investor Presentation

Service to our customers -some of the world’s most prolific shippers and freight forwarders –will not be diminished by the reorganisation
A strong and cash-generative core –a sample of our 475 customers

Note, logos don’t necessarily correspond to top customers.

DairyMeat

Seafood

HorticultureLogistics & other

1H 24 Investor Presentation10

Financial overview
1H 24 Investor Presentation

12
Financial performance led by sales growth across all products

•Trading revenue up 25% to $3.0m,

withsalesgrowth across all core

products up

•Employee costs down 14%, reflecting

cost reductions initiated in March

•Other expensesup 4% to $2.1m

mainlydue cost establishing

thenChaininvestment agreement

•Contingent considerationmovement

reflects a revaluation to nil of the

deferred earnoutrelating to Rfider

1

EBITDA –Earnings before interest, tax, depreciation & amortisation

Trading revenue up 25% driven by organic growth

1H 24 Investor Presentation

H1 FY24

H1 FY23

H2 FY23

6 months

6 months

Change %

6 months

Change %

Trading revenue

3,000

2,407

25%

2,513

19%

Other income

0

274

-100%

542

-100%

Total Income

3,000

2,681

12%

3,055

-2%

Employee benefits expense

(5,601)

(6,532)

-14%

(6,532)

-14%

Other expenses

(2,105)

(2,029)

4%

(2,333)

-10%

Total expenses

(7,707)

(8,561)

-10%

(8,864)

-13%

EBITDA

1

(4,706)

(5,880)

-20%

(5,810)

-19%

Revaluation of contingent consideration

1,216

0

100%

3,438

-65%

Depreciation & amortisation

(1,264)

(1,133)

12%

(1,279)

-1%

Net finance expenses

(16)

(48)

-68%

(58)

-73%

Income tax

0

0

0%

977

-100%

Net loss after tax

(4,770)

(7,061)

-32%

(2,731)

-75%

Income Statement $000

13
Recurring revenue growth in all markets

•Trading revenue growth of 25% -Driven

by combinationof attracting larger

customers,existing customers taking up

complementary solutions andeffectively

passed on many inflation-driven operating cost

•Recurring revenue: stable revenue with

transactional and subscription

revenueforming 94% of trading revenue

up from 87%

•Other income—NZTE grant contract

concluded during FY23, R&D Tax Incentive

expected2H24

•Continued focuson New Zealand and

good progress in Australia and Asia.

Australia projected to grow with the newly-

launched Certificate of Origin service.

Organic growth underpinning revenue increase

1H 24 Investor Presentation

H1 FY24

H1 FY23

H2 FY23

6 months

6 months

Change %

6 months

Change %

Transaction

1,437

1,114

29%

1,218

18%

Subscriptions

1,369

992

38%

1,085

26%

Services

131

107

21%

98

33%

Installation

63

193

-67%

111

-43%

Total trading revenue

3,000

2,407

25%

2,513

19%

Other Income

0

274

-100%

542

-100%

Total Income

3,000

2,681

12%

3,055

-2%

H1 FY24

H1 FY23

H2 FY23

6 months

6 months

Change

6 months

Change %

New Zealand

2,033

1,535

32%

1,618

26%

Australia

900

830

8%

844

7%

Asia & rest of world

67

42

61%

51

31%

Total trading revenue

3,000

2,407

25%

2,513

19%

Revenue by type $000

Trading revenue by country $000

14
Average revenue per customer up across segments

•Increased monthly Average Revenue Per

Customer (ARPC) for Freight –up 21%

continue to reflect higher value of new

customers

•Increased monthly ARPCfor Shippers

(exporters & Importers) –up 21%, despite

national export volumes falling. Reflects

continued organic sales growth across

Prodoc and Cube products

•Cost inflation passed on

1

Subscriber customers are those that are licensing TradeWindow’s software and generate monthly subscription revenue.

These customers may also generate transaction, services & installation revenues. It excludes certificate and other revenue.

1H 24 Investor Presentation

Shippers

H1 FY24H1 FY23

6 months6 monthsChange %

Subscriber customer nos. period end146152-4%

Ave Subscriber customer nos.1501444%

Ave monthly revenue per customer1,6121,33421%

Freight

Subscriber customer nos. period end3293300%

Ave Subscriber customer nos.3283251%

Ave monthly revenue per customer69056921%

Total Subscriber customers

Subscriber customer revenue $0002,8092,26324%

Subscriber customer nos. period end475482-1%

Ave Subscriber customer nos.4784702%

Ave monthly revenue per customer 98080422%

15
Operating expenses reduce following March reorganisation

•Employee costs down 14%reflect cost

reductions initiated in March 2023.

•22% reduction in staff numbers

•Further cost reductions to flow

through to 2H FY24

•Team in Philippines,providingnew

channel of talent including software

development and customer support

•Other expenses movement reflects costs

variable to revenue growth and includes

writing off nChainagreement

establishment costs

•No R&D cost capitalisedto balance sheet.

Reflect implementation of cost reductions announced in March 2023

1H 24 Investor Presentation

H1 FY24H1 FY23H2 FY23

6 months6 monthsChange %6 monthsChange %

Cost of goods sold1,11390323%1,0882%

Research & Development2,3942,692-11%2,898-17%

Sales & Marketing1,0671,525-30%1,291-17%

General and Administration 1,0271,413-27%1,254-18%

Total employee benefits expense5,6016,532-14%6,532-14%

H1 FY24H1 FY23H2 FY23

6 months6 monthsChange %6 monthsChange %

Cost of goods sold35829024%370-3%

Research & Development2692613%277-3%

Sales & Marketing221448-51%348-36%

General and Administration 1,2571,03022%1,338-6%

Total other expenses2,1052,0294%2,333-10%

H1 FY24H1 FY23H2 FY23

6 months6 monthsChange %6 monthsChange %

Cost of goods sold18180%24-25%

Research & Development3450-31%53-35%

Sales & Marketing1720-15%21-21%

General and Administration 1014-29%14-28%

Total staff nos. (FTE)79101-22%112-29%

Employee benefits expense $000

Other expenses $000

Staff nos. (FTE)

16
Balance sheet –research and development not capitalised

1H 24 Investor Presentation

H1 FY24

FY23

6 months

12 months

Change %

Movements

Current


Assets

2,721

8,022

-66%

Reduction in cash reserves and receivables

Non-Current


Assets

13,183

14,509

-9%

Amortisation of intangibles and ROU assets

Total

Assets

15,904

22,531

-29%

Current


Liabilities

3,140

4,730

-34%

Rfider contingent consideration revalued to nil

Non-Current


Liabilities

1,170

1,828

-36%

Rfider contingent consideration revalued to nil

Total

Liabilities

4,310

6,558

-34%

Net

Assets

11,594

15,973

-27%

Total

Equity

11,594

15,973

-27%

Accumulated losses

Balance Sheet $000

17
Cashflow –cash outflow reduced with reorganisation

•Balance date cash and cash equivalents of

$1.8m; $500k raised since period end.

•Monthly average cash burn down from $1m in

FY23 to $0.7m in 1H FY24 and $0.6m in 2Q FY24

•Since 30 Sep 23 raised an additional $500k

•Key activity during the period:

−Operating activity:

•Cash from customers up 37%

•Cash paid to suppliers and employees falls

following restructuring

−Investing activity:

•Comparative period includes acquisition outgoings

of $2.5m

−Financing activity :

•Comparative period included capital raise proceeds

Balance date cash and cash equivalents of $1.8m

1

Average monthly cashflow excludes capital raise and acquisition transactions

1H 24 Investor Presentation

H1 FY24

H1 FY23

H2 FY23

6 months

6 months

Change %

6 months

Change %

Operating Activities

Cash Received from Customers

3,174

2,310

37%

2,547

25%

Cash Paid to Suppliers and Employees

(7,487)

(8,499)

-12%

(8,450)

-11%

Income Tax Received

0

536

-100%

(21)

-102%

Grant Income

500

495

1%

249

101%

Operating net cash flow

(3,813)

(5,157)

-26%

(5,676)

-33%

Investing net cash flow

60

(2,518)

-102%

9

574%

Financing cash flow

(587)

9,048

-106%

4,509

-113%

Net


Change in Cash

(4,340)

1,373

-416%

(1,157)

275%

Opening Cash

6,148

5,933

4%

7,306

-16%

Closing Cash

1,808

7,306

-75%

6,148

-71%

Average monthly cash outflow

1

(723)

(959)

-25%

(1,044)

-31%

Cash flow $000

FY24 outlook: focused on financial sustainability
18

•Continuing to see steady demand from exporters, importers, and freight forwarders

exposed to non-discretionary trade

•TradeWindow expects trading revenue for the year ending March 2024 to range

between $6 million to $6.5 millionand will complete reorganisationconfirmed today

by the end of the month, reducing headcount by around 40%

•Revenue growth, continued cost discipline, and other changes in the business, are

expected to reduce average monthly cash outflow from $1.0 million for the second

half of FY23 to below $200,000 in the final quarter of the financial year

•The company continues to progress alternative funding options

•TradeWindow continues to anticipate achieving monthly EBITDA breakeven in the

second half of FY25

•Guidance for FY24 is subject to changes in the macro-economic environment and

the timing of customer onboarding

1

1H 24 Investor Presentation

1

For the assumptions underlying this statement please refer to Company’s going concern assumption detailed in full on pages 11 & 12 of the Interim Financial Statements

for the six months ended 30 September 2023 released to the NZX today. Note these assumptions relate to the 12 months from today’s date.

Appendix
1H 24 Investor Presentation

Investor Presentation20
Glossary

Annualised Recurring Revenue (ARR)

Annual recurring revenue is calculated using

subscription revenue for March 2023 and the monthly

average of transaction revenue for Q4 2023 annualised.

Average Revenue Per Customer (ARPC)

Is subscriber customers’ monthly revenue divided by

number of subscriber customers as at end of the month.

The value provided is the average of the monthly ARPC

for the period.

CAGR

Compound annual growth rate.

Customer retention rate

Customer retention rate is the number of subscriber

customers who leave in a month as a percentage of the

total subscriber customers at the start of that month.

The percentage provided is the average of the monthly

churn for the period. The customer retention rate is the

inverse of customer churn.

Customs Broker

A Customs Broker is a licenced individual who acts as

an intermediary for Shippers and Freight Forwarders in

handling the sequence of customs formalities involved

in the customs clearance and importing goods.

EBITDA

Earnings before interest, taxation, depreciation and

amortisation.

Freight Forwarder

A Freight Forwarder is an organisation who arranges

and handles the transport of goods between countries

on behalf of their customers. Responsibilities can also

include storing products, negotiating transportation

rates and booking cargo space.

Shipper

A Shipper is an exporter or importer who requires

carriers to transport goods for transport from one

location to another.

Subscriber customers

Subscriber customers are those thatlicense and/or

accessTradeWindow’ssoftware on amonthly basis. It

excludes pay as you go certificaterevenue.

Recurring revenue

Revenues that are predictable, stable and can be

counted on to occur at regular intervals going forward

with a relatively high degree of certainty. For Trade

Window this is subscription and transactional revenue.

21
Forwarder

Pre-Shipment

Inspector

Export PortCarrierImport Port

CustomsInsurer

Physical

Exporters Bank

Invoicing Platform

Financial

Document Courier

Customs

Information

Importers BankCorrespondent Bank

Document Courier

TradeWindow is digitising global trade information flows

Key:

ExporterImporter

2023 Annual shareholders meeting presentation

Level 4
33-45 Hurstmere Road

Takapuna

+64 9 836 4200

A J Smith

Executive Director & CEO

e: aj@tradewindow.io

Andrew Balgarnie

Chief Strategy Officer

e: andrew@tradewindow.io

Deidre Campbell

Chief Financial Officer

e: deidre@tradewindow.io

www.tradewindow.io

---

Trade Window Holdings Limited
Interim Financial Statements

For the six months ended

30 September 2023

Contents
Page

1

2

3

4-5

6-8

9

10-17

Consolidated condensed statement of cash flows

Notes to the consolidated condensed financial statements

Directors' declaration

Consolidated condensed statement of comprehensive income

Trade Window Holdings Limited

Table of contents

Consolidated condensed statement of financial position

Consolidated condensed statement of changes in equity

For the six months ended 30 September 2023

Directory

-
-

Signed in accordance with a resolution of the Directors.

Dated:29 November 2023Dated:29 November 2023

Alasdair MacLeodAJ Smith

Trade Window Holdings Limited

Directors' declaration

For the six months ended 30 September 2023

The board of Directors are pleased to present the consolidated condensed financial statements of the

Group for the six months ended 30 September 2023.

comply with New Zealand generally accepted accounting practice and present fairly the

financial position of the Group as at 30 September 2023 and the result of operations for the 6

months ended on that date;

have been prepared using the appropriate accounting policies, which have been consistently

applied and supported by reasonable judgements and estimates.

In the opinion of the Directors of Trade Window Holdings Limited, the consolidated condensed financial

statements and notes, on pages 3 to 17:

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.

1

Incorporation Number
8233653

Principal Activities:

Registered OfficeTradeWindow 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 (ceased 31 October 2023)

Alasdair (Alexander) John MacLeod

Auditor:

KPMG

KPMG Centre

18 Viaduct Harbour Avenue

Auckland 1010

New Zealand

Trade Window Holdings Limited

Directory

For the six months ended 30 September 2023

Develop and commercialise technology solutions that provide

international trade participants with a secure platform and tools to

establish trust and trade globally in an efficient manner across

interconnected networks

There have been no significant changes in the nature of these

activities during the six months ended 30 September 2023.

The Directors were in office for the whole period unless otherwise

stated.

2

6 months to 6 months to 12 months to
30-Sep-2023 30-Sep-2022 31-Mar-2023

NotesUnauditedUnauditedAudited

$$$

Revenue32,999,827 2,407,203 4,920,081

Other income426 273,999 815,652

3,000,253 2,681,202 5,735,733

Employee benefits expense(5,601,384) (6,532,364) (13,064,018)

Depreciation and amortisation(1,264,015) (1,133,210) (2,411,844)

Other expenses(2,105,332) (2,028,742) (4,361,577)

(5,970,478) (7,013,114) (14,101,706)

Revaluation of contingent consideration1,216,000 - 3,438,000

Net finance expense(15,536) (48,331) (105,923)

Loss before income tax(4,770,014) (7,061,445) (10,769,629)

Income tax- - 976,800

Net loss after tax(4,770,014) (7,061,445) (9,792,829)

Exchange differences on translating foreign operations(1,451) (19,304) 12,741

Total comprehensive loss for the year(4,771,465) (7,080,749) (9,780,088)

Earnings (loss) per share

Basic earnings (loss) per share $(0.04) (0.07) (0.10)

Diluted earnings (loss) per share $(0.04) (0.07) (0.10)

Trade Window Holdings Limited

Consolidated condensed statement of comprehensive income

For the six months ended 30 September 2023

Items that are or may be reclassified

subsequently to profit or loss

The above information is to be read in conjunction with the notes to the consolidated

condensed interim financial statements.

3

As atAs atAs at
30-Sep-2023 30-Sep-2022 31-Mar-2023

NotesUnauditedUnauditedAudited

$$$

1,808,181 7,305,544 6,148,125

819,984 1,205,438 1,730,107

50,811 30,080 51,252

41,928 127,419 92,458

2,720,904 8,668,481 8,021,942

50,488 125,131 120,218

180,174 280,962 244,433

568,221 1,141,963 842,798

12,285,620 13,711,422 13,202,921

98,608 103,862 98,432

13,183,111 15,363,340 14,508,802

15,904,015 24,031,821 22,530,744

1,568,063 1,764,843 2,060,247

573,824 511,932 529,580

- - 2,513

429,053 539,142 551,598

4- 2,376,000 1,039,000

568,786 431,438 547,335

3,139,726 5,623,355 4,730,273

Trade Window Holdings Limited

Consolidated condensed statement of financial position

As at 30 September 2023

Income tax receivable

Intangible assets

Contract assets

Non-current assets

Property, plant and equipment

Trade and other receivables

Right of use assets

Assets

Current Assets

Total assets

Liabilities

Current liabilities

Cash and cash equivalents

Trade and other receivables

Restricted cash

Contract liabilities

Trade and other payables

Lease liabilities

Interest bearing loans and borrowings

Related party payables

Contingent consideration

The above information is to be read in conjunction with the notes to the consolidated

condensed interim financial statements.

4

As atAs atAs at
30-Sep-2023 30-Sep-2022 31-Mar-2023

NotesUnauditedUnauditedAudited

$$$

Trade Window Holdings Limited

Consolidated condensed statement of financial position

As at 30 September 2023

16,096 65,004 64,067

979,397 1,512,011 1,264,885

174,636 616,596 321,700

4- 2,180,000 177,000

- 666,000 -

1,170,129 5,039,611 1,827,652

4,309,855 10,662,966 6,557,925

11,594,160 13,368,855 15,972,819

Share capital46,479,052 41,051,247 46,180,576

Retained earnings(35,148,043) (27,646,645) (30,378,029)

Foreign currency translation reserve(31,283) (85,999) (18,663)

Share based payments reserve294,434 50,252 188,935

11,594,160 13,368,855 15,972,819 Total equity

Non-current liabilities

Lease liabilities

Total liabilities

Net assets

Equity

Contingent consideration

Deferred income tax liability

Trade and other payables

Interest bearing loans and borrowings

The above information is to be read in conjunction with the notes to the consolidated

condensed interim financial statements.

5

Notes Issued capital
Retained

earnings

Foreign

currency

translation

reserve

Share based

payment

reserve

Total

$

$

$

$

$

Balance at 1 April 2023

46,180,576

(30,378,029)

(18,663)

188,935

15,972,819

Comprehensive expense for the yearLoss for the year

-

(4,770,014)

-

-

(4,770,014)

Other comprehensive income/(expense)

-

-

(1,451)

-

(1,451)

-

(4,770,014)

(1,451)

-

(4,771,465)

Transactions with owners of the companyIssue of capital/dividend to shareholders

126,775

-

-

-

126,775

Adjustment to foreign currency

-

-

(11,169)

-

(11,169)

Share options exercised

171,701

-

-

-

171,701

Equity-settled share based payments

-

-

-

105,499

105,499

298,476

-

(11,169)

105,499

392,806

Balance at 30 September 2023 - Unaudited

46,479,052

(35,148,043)

(31,283)

294,434

11,594,160

Trade Window Holdings Limited

Consolidated condensed statement of changes in equity

For the six months ended 30 September 2023

The above information is to be read in conjunction with the notes to the consolidated

condensed interim financial statements.

6

Trade Window Holdings Limited
Consolidated condensed statement of changes in equity

Notes Issued capital

Retained

earnings

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 yearLoss for the year

-

(7,061,445)

-

-

(7,061,445)

Other comprehensive income/(expense)

-

-

(19,304)

-

(19,304)

-

(7,061,445)

(19,304)

-

(7,080,749)

Transactions with owners of the companyIssue of capital/dividend to shareholders

9,628,892

-

-

-

9,628,892

Adjustment to foreign currency

-

-

(74,269)

-

(74,269)

Share options exercised

88,871

-

-

-

88,871

Equity-settled share based payments

-

-

-

(38,470)

(38,470)

9,717,763

-

(74,269)

(38,470)

9,605,024

Balance at 30 September 2022 - Unaudited

41,051,247

(27,646,645)

(85,999)

50,252

13,368,855

For the six months ended 30 September 2022

The above information is to be read in conjunction with the notes to the consolidated

condensed interim financial statements.

7

Trade Window Holdings Limited
Consolidated condensed statement of changes in equity

Notes Issued capital

Retained

earnings

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 yearLoss 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 companyIssue of capital/dividend to shareholders

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 - Audited

46,180,576

(30,378,029)

(18,663)

188,935

15,972,819

For the 12 months ended 31 March 2023

The above information is to be read in conjunction with the notes to the consolidated

condensed interim financial statements.

8

6 months to 6 months to 12 months to
Notes 30-Sep-2023 30-Sep-2022 31-Mar-2023

UnauditedUnauditedAudited

$$$

Operating activities

3,173,566 2,310,087 4,857,294

(7,487,043) (8,498,855) (16,949,307)

441 536,164 514,993

500,067 495,354 744,260

Net cash used in operating activities9(3,812,969) (5,157,250) (10,832,760)

Investing activities

(12,131) (101,343) (147,842)

2,184 28,536 24,489

- (2,500,000) (2,500,000)

70,203 54,737 114,229

Net cash from/(used in) investing activities60,256 (2,518,070) (2,509,124)

Financing activities

(19,517) (32,800) (59,094)

- 9,628,892 14,735,324

(250,253) (232,793) (468,256)

(270,819) (250,882) (509,771)

58 142 218

(46,700) (64,253) (140,970)

Net cash (used in)/from from financing activities(587,231) 9,048,306 13,557,451

Net change in cash and cash equivalents(4,339,944) 1,372,986 215,567

6,148,125 5,932,558 5,932,558

1,808,181 7,305,544 6,148,125

Cash and cash equivalents at the end of

the financial year

Interest paid on lease liability

Trade Window Holdings Limited

Consolidated condensed statement of cash flows

For the six months ended 30 September 2023

Proceeds from share capital

Repayment of borrowings

Payments for lease liability - principal portion

Proceeds from exercise of share options

Interest paid on borrowings

Purchase of property, plant and equipment

Business acquisition

Interest received

Cash and cash equivalents at the beginning

of the period

Cash received from customers

Cash paid to suppliers and employees

Income tax received

Grant income

Proceeds from sale plant and equipment

The above information is to be read in conjunction with the notes to the consolidated

condensed interim financial statements.

9

1
The preparation of the interim financial statements in conformity with NZ IFRS and IFRS requires

management to make judgements, estimates and assumptions that affect the application of

accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual

results may differ from these estimates. The judgements, estimates and assumptions used in these

interim financial statements are consistent with those from the 31 March 2023 annual financial

statements.

Use of estimates and judgements

Accounting policies

Trade Window Holdings Limited

For the six months ended 30 September 2023

Notes to the consolidated condensed financial statements

General information and statement of compliance

Consolidated condensed interim financial statements for the Group are presented. The consolidated

interim financial statements of Trade Window Holdings Limited (company) as at and for the six

months ended 30 September 2023 comprise of the Company and its subsidiaries (together referred

to as the Group and individually as subsidiaries).

Trade Window Holdings Limited is incorporated and domiciled in New Zealand and is a company

registered under the Companies Act 1993.

Trade Window Holdings Limited (TWHL) is a profit orientated entity.

Trade Window Holdings Limited was incorporated on 10 September 2021 for the purpose of being

the holding company for Trade Window Limited (TWL). Prior to Trade Window Holdings Limited's

incorporation, the Group comprised of TWL and its subsidiaries.

Basis of preparation

These interim financial statements have been prepared consistently with those of the annual financial

statements for the year ended 31 March 2023. The same accounting policies and methods of

computation have been used.

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial

Reporting. They do not include all of the notes normally included in an annual financial report, and

should be read in conjunction with the audited financial statements for the year ended 31 March

2023.

The interim financial statements were authorised for issue by the directors on the date included on

page 1.

The accounting policies set out below have been consistently applied to all periods presented in

these financial statements.

10

Trade Window Holdings Limited
For the six months ended 30 September 2023

Notes to the consolidated condensed financial statements

2

a.

b.

Successful implementation of cost-reduction plans.

The Board and Management have implemented a plan to undertake a further

reorganisation of the business to conserve capital and put the Group on an accelerated

path to a self-sustainable footing. Salary and operating expenditure is projected to reduce

by approximately 50% (excluding transition costs) and be substantially complete in

January 2024. The majority of the savings are generated from the pause of innovation

and development investment and will not impact the Group’s ability to continue to serve

its current and future customers, and generate revenue from existing solutions.

Achievement of targeted revenue growth.

On 2 November 2023 the Group advised that it expects revenue for FY24 to range

between $6.0 million to $6.5 million. This represents an increase of between 22% to 32%

on the prior year. As reported in these financial statements, the revenue for the first six

months of FY24 is $3.0 million, an increase of 25% on the same period last year. New

customers currently in the onboarding process are expected to supplement the revenue

growth in the second half of FY24 and generate low double digit growth through FY25.

Assumptions which give rise to a Material Uncertainty in relation to Going Concern:

As at 30 September 2023, the Group held Cash and Cash Equivalents of $1.8 million (30 September

2022 $7.3 million). In response to continued negative global macro-economic conditions, scarce

capital and the delayed settlement of strategic investor, nChain, the Group immediately initiated

significant costs reductions across the business through undertaking a further reorganisation and

pausing innovation and development investment, shifting focus to growing revenues from core

profitable products which can provide a pathway to EBITDA breakeven.

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 has been investing in the development of a Global

Trade Platform and as such has reported a loss for the six months ended 30 September 2023 of $4.8

million (30 September 2022 $7.1 million), and operating cash outflows of $3.8 million (30 September

2022 $5.2 million).

Going concern

The Board-approved revised financial forecasts for FY24 and FY25 project sufficient cash would be

available to satisfy all financial obligations which arise in the next 14 months from 30 September

2023. The forecast cash flows are dependent on the assumptions outlined below.

11

Trade Window Holdings Limited
For the six months ended 30 September 2023

Notes to the consolidated condensed financial statements

2

c.

d.

e.

Capital raising

Since balance date the Group has successfully raised $500,000 equity capital and

continues to discuss additional funding opportunities with multiple parties. TradeWindow

continues to assert its rights under the nChain strategic agreement, including the cash

component of $2.4 million. It is also in discussions to divest the acquired Rfider business,

since rebranded Assure+.

Concluding one or a combination of these negotiations the Group is forecasting a further

$1.5 million capital between March 2024 and June 2024.

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.

Going concern (continued)

Ability to meet covenant waiver conditions

Following the failure of nChain to settle the cash subscription payment on the due date

the Group and ASB Bank have worked together to restructure the $1.1 million debt

facility. Pending the achievement of conditions to be met by 30 November 2023, the

Group will have the debt covenant waived until 30 June 2024. This provides

TradeWindow the time needed to execute the reorganisation and cost reduction strategy.

On 16 November 2023 the Group advised that it had met a key condition to the lending

covenant waiver (signed commitments for $500,000 in new equity capital). It expects to

meet the remaining conditions within the timeframe.

Shortfall payment to Rfider

A shortfall payment of $0.6 million would have been 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 contingent consideration component of the purchase

price, to which the shortfall payment is tied, is tested against specified revenue targets.

The revenue earned to date and forecast, does not meet these targets and the

requirement of the shortfall payment is expected to fall away.

12

3
6 months to 6 months to 12 months to

30-Sep-2023 30-Sep-2022 31-Mar-2023

Unaudited UnauditedAudited

$$$

Transactional revenue1,437,254 1,113,839 2,332,065

Subscription revenue1,368,820 992,409 2,077,202

Service revenue130,535 107,474 205,970

Installation revenue63,218 193,481 304,844

Total revenue2,999,827 2,407,203 4,920,081

4

Current

Balance 1 April1,039,000 - -

- 2,376,000 2,347,000

Revaluation of Contingent consideration(1,039,000) - (1,308,000)

- 2,376,000 1,039,000

Non-current

Balance 1 April177,000 - -

- 2,180,000 2,307,000

Revaluation of Contingent consideration(177,000) - (2,130,000)

- 2,180,000 177,000

Closing Balance - 4,556,000 1,216,000

The contingent consideration has been revalued, as it is no longer probable that an outflow of

economic resources will be required.

Trade Window Holdings Limited

Notes to the consolidated condensed financial statements

For the six months ended 30 September 2023

Revenue

There is no significant seasonality or cyclicality of interim operating revenue.

Contingent consideration arising on business

acquisitions

Contingent consideration arising on business

acquisitions

Contingent consideration

13

Trade Window Holdings Limited
Notes to the consolidated condensed financial statements

For the six months ended 30 September 2023

5

6

On 2 October 2023 the Group announced that nChain had not made payment of the cash

subscription amount as scheduled under the strategic partnership agreement. The failure of nChain

to settle the cash subscription payment on the due date triggered an event of review under

TradeWindow's bank facility agreements.

On 2 November 2023 the Group announced that in response to continued negative global macro-

economic conditions and the delay of the strategic agreement with nChain to settle, the Group was

initiating significant costs reductions across the business through undertaking a further

reorganisation and pausing innovation and development investment, shifting focus to accelerating

EBITDA breakeven.

On 16 November 2023 the Group announced that it had secured $500,000 in new equity from key

existing investors including the two founders of TradeWindow, and a new investor. The new equity

represented the meeting of a key condition of the waiver from ASB Bank.The group expects to meet

the remaining conditions within the timeframe.

Subsequent events

Contingencies

The Group has a contingent liability in September 2023 of $1,035,902 relating to R&D tax losses

cashed out (March 2023: $1,035,902, September 2022: $1,035,902). If the Group becomes profitable

in the future, there is a change in the shareholders greater than 90%, or a liquidation event occurs, it

would become payable.

There are no other contingencies.

There are no other subsequent events after 30 September 2023 that require disclosure.

On 10 November 2023 the Group announced that its lender, ASB Bank, had extended an interim

waiver on the lending covenant breached, subject to certain conditions being met by 30 November

2023.

14

7 Financial instruments classification and risk management
Liquidity risk

1 Year or

less 1-5 Years

More than 5

years

Total

contractual

cash flows

$$$$

Six months ended 30 September 2023

Unaudited

Cash and cash equivalents1,808,181 - - 1,808,181

Trade and other receivables515,736 - - 515,736

Restricted cash- 98,608 - 98,608

2,323,917 98,608 - 2,422,525

Six months ended 30 September 2022

Unaudited

Cash and cash equivalents7,305,544 - - 7,305,544

Trade and other receivables726,740 - - 726,740

Restricted cash- - 103,862 103,862

8,032,284 - 103,862 8,136,146

Year ended 31 March 2023

Audited

Cash and cash equivalents6,148,125 - - 6,148,125

Trade and other receivables1,153,331 - - 1,153,331

Restricted cash- - 98,432 98,432

7,301,456 - 98,432 7,399,888

Trade Window Holdings Limited

Notes to the consolidated condensed financial statements

For the six months ended 30 September 2023

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.

Liquidity profile of financial assets

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.

15

Trade Window Holdings Limited
Notes to the consolidated condensed financial statements

For the six months ended 30 September 2023

7Financial instruments classification and risk management (continued)

1 Year or

less 1-5 Years

More than

5 years

Total

contractual

cash flows

Carrying

amount of

liabilities

$$$$$

Six months ended 30 September 2023

Unaudited

1,568,063 16,096 - 1,584,159 1,584,159

573,824 825,021 154,376 1,553,221 1,553,221

429,053 174,636 - 603,689 603,689

2,570,940 1,015,753 154,376 3,741,069 3,741,069

Six months ended 30 September 2022

Unaudited

1,764,843 65,004 - 1,829,847 1,829,847

511,932 1,309,484 202,527 2,023,943 2,023,943

539,142 616,596 - 1,155,738 1,155,738

2,815,917 1,991,084 202,527 5,009,528 5,009,528

Year ended 31 March 2023

Audited

2,060,247 64,067 - 2,124,314 2,124,314

529,580 1,103,540 161,345 1,794,465 1,794,465

2,513 - - 2,513 2,513

551,598 321,700 - 873,298 873,298

588,476 104,338 - 692,814 692,814

3,732,414 1,593,645 161,345 5,487,404 5,487,404

Related party payables

Lease liabilities

Rfider acquisition shortfall

protection

Trade and other payables

Interest bearing loans and

borrowings*

* A portion of non-current interest bearing loans and borrowings was incorrectly classified as a current

liability in the 30 September 2022 interim financial statements. These have been reclassified, resulting

in the current portion of interest bearing loans and borrowings being reduced by $165,168, and the non-

current portion increasing by an equal amount. Current and non-current portions were previously

reported as $677,100 and $1,346,843 respectively.

Trade and other payables

Interest bearing loans and

borrowings

Financial liabilities based on contractual cashflows due within

Trade and other payables

Interest bearing loans and

borrowings

Lease liabilities

Lease liabilities

16

8
9Cash flow reconciliation6 months to6 months to12 months to

30-Sep-202330-Sep-202231-Mar-2023

UnauditedUnauditedAudited

$$$

Net profit (loss) after tax(4,770,014)(7,061,445)(9,792,829)

Classification Differences

- Net finance expense15,536 48,331 105,923

- Loss on disposal(426)(11,218)(10,643)

910,985 633,359 113,603

- Contract assets50,530 (49,610)(14,649)

- Trade and other payables(534,676)252,995 522,234

- Contract liabilities21,451 (22,167)93,730

- Income tax payable441 (23,836)(45,008)

- Other movements168,655 (70,397)(59,404)

Other non-cash items

1,264,015 1,133,210 2,411,844

- Employee share scheme276,534 13,528 257,239

- Revaluation of contingent consideration(1,216,000)- (3,438,000)

- Tax asset recognised- - (976,800)

Net cash from operating activities(3,812,969)(5,157,250)(10,832,760)

Statement of financial position

movements

- Depreciation, amortisation and

impairment

Trade Window Holdings Limited

Notes to the consolidated condensed financial statements

For the six months ended 30 September 2023

Segment reporting

An operating segment is reported in a manner consistent with the internal reporting provided to the

chief operating decision maker ("CODM") on a monthly basis. The CODM, who is responsible for

allocating resources and assessing performance of the operating segment(s) is part of the senior

leadership team and is involved in strategic decision making of the Group. Management has

determined there is one operating segment based on the reports reviewed by the CODM.

The reason for looking at the business as one segment is because of the inter-related nature of the

services and their dependence on the Trade Window software which cannot be separated between

different products and services. The performance of the operating segment is reviewed by the CODM

and action plans are agreed with the management where necessary to improve performance of the

business.

The reportable operating segment derives its revenues from the provision of software solutions to its

customers. There are no major customers that contribute more than 10% of revenues. The CODM

assesses the performance of the operating segment from revenue to net income. The total revenue,

direct costs, operating expenses, interest and foreign exchange gains and losses, tax and net income

are reviewed.

The amounts reported with respect to segment total assets and liabilities are measured in a manner

consistent with the consolidated statement of financial position. Reportable segment assets and

liabilities are equal to total assets and liabilities hence no reconciliation is required. The majority of the

Group's operations are within New Zealand and there are no other material geographic segments.

- Trade and other receivables

(excluding related party)

17

---

Template
Results announcement

(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 17 October 2019


Results for announcement to the market

Name of issuer Trade Window Holdings Limited (“TWL”)

Reporting Period 6 months to 30 September 2023

Previous Reporting Period 6 months to 30 September 2022

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$3,000 Up 25%

Total Revenue $3,000 Up 12%

Net profit/(loss) from

continuing operations

($4,770) decrease of 32%

Total net profit/(loss) ($4,770) decrease of 32%

Interim/Final Dividend

Amount per Quoted Equity

Security

Trade Window is currently investing for future grow and during

this phase does not propose to pay dividends.

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

-$0.01 $0.00

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood


Authority for this announcement

Name of person


authorised

to make this announcement

Deidre Campbell

Contact person for this

announcement

Deidre Campbell, CFO

Contact phone number 021 272 4008

Contact email address deidre@tradewindow.io

Date of release through MAP


29 November 2023

Unaudited financial statements accompany this announcement.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.