Full Year Results to 31 March 2024

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


Results for announcement to the market
Name of issuer RTO Limited (formerly Blackwell Global Holdings Limited)
Reporting Period 12 months to 31 March 2024
Previous Reporting Period 12 months to 31 March 2023
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$19 105%
Total Revenue $19 105%
Net profit/(loss) from
continuing operations
$(246) 7%
Total net profit/(loss) $(246) 7%
Interim/Final Dividend
Amount per Quoted Equity
Security
The company does not propose to pay a dividend at this time.
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
0.02 cents per share 0.06 cents per share
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Not applicable
Authority for this announcement
Name of person authorised
to make this announcement
Sean Joyce
Contact person for this
announcement
Sean Joyce
Contact phone number 021 865 704
Contact email address sean@corporate-counsel.co.nz
Date of release through MAP 29/5/2024

Unaudited financial statements accompany this announcement.

Activities during the Financial Year ended 31 March 2024

During the course of the financial year:

• the Company did not undertake any business activities.
• The Board was actively engaged in seeking to identify a potential business to acquire as part of a reverse
Takeover transaction (RTO).

Post balance date events

Change of Director
• Mr Michael Chai resigned as a director of the Company with effect from 22 April 2024. As a
consequence, his alternate director Steve Chua also ceased to hold office on 22 April 2024.

Change of Name and Ticker Code
• The Company changed the name of the Company to “RTO Limited” and the Company’s ticker code from
“BGI” to “RTO”.

Forgiveness of Bonds
• At 31 March 2024, the Company’s major shareholder, Blackwell Global Group Limited (“Shareholder”)
held Secured Bonds issued by the Company for the sum of $550,000.
• At the request of the independent directors, the Shareholder agreed to forgive the repayment of
$200,000 of those Secured Bonds with effect on 24 April 2024.
• These funds, together with the additional free cash held by the Company, will be deployed by the
Board towards:
- the payment of the Company’s ongoing compliance and administrative costs.
- investigating a reverse takeover transaction. Any reverse takeover transaction will have the effect
of diluting down the Shareholder’s shareholding interest, and Mr Chai’s personal shareholding
interest in the Company significantly.
• The Board proposes to work with the Shareholder to restructure the outstanding balance of Secured
Bonds, either through the further forgiveness of all or some of those Secured Bonds, or the
capitalisation of those Secured Bonds into ordinary fully paid shares during the course of this financial
year.
Going Forward
The Board continues to 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.

What is an RTO?
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.

Investment Criteria
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 potential to grow organically, via acquisition, or through the further investment in
capital plant.

• The business has the potential to scale internationally.

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

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

Audit

The consolidated financial statements are to be audited.

Future Events

Event Date
Annual Report due 30 June 2024

For enquiries

Sean Joyce
Director
Ph: 021 865 704
Email: sean@corporate-counsel.co.nz

---

Consolidated Statement of Comprehensive Income
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024



2024 2023
(unaudited) (audited)
$ $

Revenue
Interest and fee income 18,929 9,212

Total Income 18,929 9,212

Expenses
Directors' fees (138,000) (138,000)
Interest expense (19,599) 9,057
Other operating expenses (107,063) (144,985)

Total expenses (264,662) (273,928)

Loss before income tax (245,732) (264,717)

Income tax benefit/(expense) - -

Net profit/(loss) after tax (245,732) (264,717)

Total comprehensive loss for the year (245,732) (264,717)

Attributable to:
Owners of the company (245,732) (264,717)


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

Statement of Changes in Equity
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024


Share Contributed Accumulated Total
capital capital losses equity

$ $ $ $


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

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

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

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

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


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

Loss for the year - - (245,732) (245,732)

Total comprehensive loss for the year - - (245,732) (245,732)

Balance at 31 March 2024 13,547,337 407,606 (13,788,750) 166,193

Consolidated Statement of Financial Position
RTO Limited (Formerly Blackwell Global Holdings Limited)
As at 31 March 2024


2024 2023
$ $
Current assets
Cash and cash equivalents 634,842 863,899
Prepayments and other receivables 13,818 10,781
Total current assets 648,659 874,681

Non-current assets
Prepayments and other receivables 75,000 75,000
Property, plant and equipment 522 1,045
Total non-current assets 75,522 76,045

Total assets 724,182 950,726

Current liabilities
Trade and other payables 409 819
Accruals, provisions and other liabilities 11,500 11,500
Borrowings 546,080 526,482
Total current liabilities 557,989 538,801

Total liabilities 557,989 538,801

Net assets 166,192 411,925

Equity
Share capital 13,547,337 13,547,337
Contributed capital 407,606 407,606
Accumulated losses (13,788,750) (13,543,018)
Total equity 166,192 411,925

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

Consolidated Statement of Cash Flows
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024


2024 2023
$ $

Cash flows from operating activities
Interest received 18,929 13,883
Income taxes refunded 3,887 1,493
Operating inflows 22,817 15,376

Payments to suppliers and employees
(251,874)

(295,429)
Operating outflows
(251,874)

(295,429)

Net cash from / (used in) operating activities
(229,058)

(280,052)


Cash flows used in investing activities
Payments from term deposits - 1,000,000
Net cash from / (used in) investing activities - 1,000,000


Cash flows from financing activities
Payments for issue of shares (4,342)
Net cash flow from / (used in) financing activities - (4,342)


Net increase / (decrease) in cash and cash equivalents
(229,058)
715,606
Cash and cash equivalents at the beginning of the period 863,899 148,294
Cash and cash equivalents at the end of the year 634,842 863,900


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