2024 Annual Report

RTO Limited
(Formerly Blackwell Global Holdings Limited)


Annual Report
For the year ended 31 March 2024










CONTENTS

Page
Chairman’s Report 2
Consolidated Statement of Comprehensive Income 4
Consolidated Statement of Changes in Equity 5
Consolidated Statement of Financial Position 6
Consolidated Statement of Cash Flows 7
Reconciliation of Net Operating Cash Flows to Net Loss After Tax 8
Notes to the Consolidated Financial Statements 9
Independent Auditor’s Report to the Shareholders 25
Corporate Governance Statement 28
Additional Information 32
Company Directory 35

2



Dear Shareholder,


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 Kaw (Michael) Sing 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 an RTO transaction. Any RTO will have the effect of diluting down all
shareholder’s shareholdings in the Company significantly, including the Shareholder’s and Mr
Chai’s personal shareholding interest.
 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 an 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.



CHAIRMAN’S REPORT
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

3



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 may also 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 positive 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
the business.

 The business has the potential to scale internationally.

 The business would benefit from being able to raise additional capital from the capital markets.

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

Yours sincerely



Sean Joyce, Chair, RTO Limited
CHAIRMAN’S REPORT
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

4


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024
2024 2023

Notes $ $

Revenue
Interest and fee income 5 18,929 9,212

Total Income 18,929 9,212

Expenses
Directors' fees 24.1 (138,000) (138,000)
Interest expense (19,599) 9,057
Other operating expenses 6 (107,063) (144,985)

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

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

Income tax benefit/(expense) 7 - -

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): 10 (0.04) (0.04)






















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

5


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024



Notes Share Contributed Accumulated Total
capital capital losses equity

$ $ $ $


Balance at 1 April 2022 13,101,6
79
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)

Transactions with owners in their capacity
as owners
20 445,658 445,658

Balance at 31 March 2023 13,547,3
37
407,606 (13,543,018) 411,925


Balance at 1 April 2023 13,547,3
37
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 13,547,3
37
407,606 (13,788,750) 166,193

























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

6


CONSOLIDATED STATEMENT OF FINANCIAL POSITION
RTO Limited (Formerly Blackwell Global Holdings Limited)
As at 31 March 2024


2024 2023
Notes $ $
Current assets
Cash and cash equivalents 18 634,842 863,900
Prepayments and other receivables 12 13,818 10,781
Total current assets 648,659 874,681

Non-current assets
Prepayments and other receivables 12 75,000 75,000
Property, plant and equipment 14 522 1,045
Total non-current assets 75,522 76,045

Total assets 724,182 950,726

Current liabilities
Trade and other payables 15 409 819
Accruals, provisions and other liabilities 16 11,500 11,500
Borrowings 17, 19 546,080 526,482
Total current liabilities 557,989 538,801

Total liabilities 557,989 538,801

Net assets 166,193 411,925

Equity
Share capital 20 13,547,337 13,547,337
Contributed capital 407,606 407,606
Accumulated losses (13,788,750) (13,543,018)
Total equity 166,193 411,925

Net tangible assets per share (cents per share): 11 0.02 0.06




For and on behalf of the Board:








Director
Dated: 26 June 2024
Director





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

7


CONSOLIDATED STATEMENT OF CASH FLOWS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024


2024 2023
Notes $ $

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 13 - 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 18 863,900 148,294
Cash and cash equivalents at the end of the year 18 634,842 863,900

























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

8


RECONCILIATION OF NET OPERATING CASH FLOWS TO NET LOSS AFTER TAX
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024


2024 2023
Notes $ $

Net loss for the year (245,732) (264,717)

Adjustments for:
Depreciation 14 522 1,045
Capitalised interest expense 17 19,599 (9,056)
(225,611) (272,728)

Changes in net assets and liabilities:
(Increase) / decrease in prepayments and other receivables 12 (3,036) 3,690
Increase / (decrease) in trade and other payables 15 (410) (4,402)
Increase / (decrease) in accruals, provisions and other liabilities
(excluding deferred income)
16 - (6,613)
Net cash (used in) / generated by operating activities (229,058) (280,052)







































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

9



1. General Information
These consolidated financial statements are for RTO Limited (formerly 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 previously operated a financial services business focused on mortgage lending. The Group
discontinued these activities in the year ended 31 March 2023 and is currently non trading. This should be
read in conjunction with the comments in Note 25: Going Concern.
There are no seasonal or cyclical influences on these financial results.

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


3. Material Accounting Policy information

3.1 Application of new and revised NZ IFRSs, amendments and interpretations
There were no new NZ IFRS, or NZ IFRIC interpretations adopted during the year, nor any that are not yet
effective that would be expected to have a material impact on the Company.
The consolidated financial statements have been prepared using same accounting policies detailed in the
Group’s audited consolidated financial statements for the year the ended 31 March 2023.

3.2 Basis of consolidation
The consolidated financial statements of the Group incorporate the assets, liabilities and results of all controlled
entities. Subsidiaries are entities (including structured entities) over which the Group has control. The Group
controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from
the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the group.
All intercompany transactions, balances and any recognised income and expense (except for foreign currency
transaction gains or losses) between controlled entities are eliminated in full on consolidation.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

10



3.3 Income
Loan fee income is recognised as each performance obligation is satisfied. Fees for other services are
recognised as the service is performed.

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

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


3.6 Employee Expenses
Liabilities for wages and salaries, including non-monetary benefits, are measured at the amounts expected to
be paid when the liabilities are settled. The liabilities are presented as current liabilities and included in the
accruals, provisions and other liabilities in the Consolidated Statement of Financial Position. At 31 March
2024, there were no employee expenses outstanding.


3.7 Income Tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Consolidated
Statement of Comprehensive Income except to the extent that it relates to items recognised directly in equity,
in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the
initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit at the time of the transaction, and differences relating to investments in subsidiaries
and joint operations to the extent that they probably will not reverse in the foreseeable future. Deferred tax is
measured at the tax rates that are expected to be applied to the temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the reporting date.
In principle deferred tax liabilities are recognised from taxable temporary timing differences. Deferred tax assets
are only recognised to the extent that it is probable that future taxable profits will be available against which
deductible temporary differences and unused tax losses and tax credits can be recognised. Deferred tax assets
are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related
tax benefit will be recognised.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation
authority and the Group has a legally enforceable right to offset current tax assets against current tax liabilities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

11



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


3.9 Financial Instruments
Recognition and Derecognition
Financial assets and financial liabilities are recognised in the Group’s Consolidated Statement of Financial
Position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expires.
Financial Assets
Classification and initial measurement
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted
for transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging instruments, are classified into the
following categories:
• Amortised cost
• Fair value through profit or loss (FVTPL)
• Fair value through other comprehensive income (FVOCI)
The classification is determined by both:
• the entity’s business model for managing the financial asset
• the contractual cash flow characteristics of the financial asset
Transaction costs that are directly attributable to the acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognised immediately in profit or loss.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVTPL):
• They are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows.
• The contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most
other receivables fall into this category of financial instruments.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and
sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets
whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All
derivative financial instruments fall into this category, except for those designated and effective as hedging
instruments.



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

12



Financial assets at fair value through other comprehensive income (FVOCI)
The Group accounts for financial assets at FVOCI if the assets meet the following conditions:
• they are held under a business model whose objective it is “hold to collect” the associated cash flows
and sell and
• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding. The Group did not have any assets classified at
FVOCI at reporting date.
Amortised cost and effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset and assigning
the related interest income over the appropriate period. For financial assets other than those purchased or
assets that are credit impaired on initial recognition, the effective interest rate is the rate that exactly discounts
estimated future cash through the expected life of the financial asset, or, where appropriate, a shorter period,
to the gross carrying amount of the financial asset on initial recognition.
Impairment of financial assets
IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the
‘expected credit loss (ECL) model’. Relevant instruments within the scope of the new requirements included
loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract
assets recognised and measured under IFRS 15 and loan commitments.
Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event. Instead the
Group considers a broader range of information when assessing credit risk and measuring expected credit
losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument. In applying this forward-looking approach, a distinction
is made between:
Stage 1: Financial instruments that have not deteriorated significantly in credit quality since initial recognition or
that have low credit risk;
Stage 2: Financial instruments that have deteriorated significantly in credit quality since initial recognition and
whose credit risk is not low;
Stage 3: Financial assets that have objective evidence of impairment at the reporting date.
’12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are
recognised for the second and third category. Measurement of the expected credit losses is determined by a
probability-weighted estimate of credit losses over the expected life of the financial instrument.
In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the
Group compares the risk of a default occurring on the financial asset at the reporting date with the risk of a
default occurring on the financial asset at the date of initial recognition. In making this assessment, the Group
considers both quantitative and qualitative information. The nature of the Group’s finance receivables has been
short-term residential property lending with a predominant focus on the underlying security value of the finance
receivable (i.e. the residential property value) in the credit assessment. Credit risk information is updated and
monitored regularly. While there are no loan receivables at 31 March 2024, loan receivables were subject to
regular scrutiny, as a key component of credit risk management. This includes a review of the borrower’s
repayment history and any interest arrears; any changes in the borrowers’ circumstances which could impact
on their ability to repay either interest or principal amounts on their due date; and any movement in the security
value. The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a
significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of
identifying significant increase in credit risk before the amount becomes past due.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

13



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


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


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


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


3.13 Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial
year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade
and other payables are presented as current liabilities unless payment is not due within 12 months after the
reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost
using the effective interest method.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

14



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


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


4. Critical Estimates and Judgements used in applying Accounting Policies
The Group prepares its consolidated financial statements in accordance with NZ IFRS, the application of which
often requires judgements to be made by management when formulating the Group’s financial position and
results. Under NZ IFRS, the Directors are required to adopt those accounting policies most appropriate to the
Group’s circumstances for the purpose of presenting a true and fair view of the Group’s financial position,
financial performance and cash flows.
In determining and applying accounting policies, judgement is often required in respect of items where the
choice of specific policy, accounting estimate or assumption to be followed could materially affect the reported
results or net asset position of the Group. Such judgement can sometimes result in a change of accounting
policy if it is later determined that a different choice is more appropriate.
Below are the critical accounting estimates and judgements.
Provisions for Impairment
In determining expected credit loss (ECL), management is required to exercise judgement in defining what is
considered to be a significant increase in credit risk and in making assumptions and estimates to incorporate
relevant information about past events, current conditions and forecasts of economic conditions.
Furthermore, judgement has been applied in determining the lifetime and point of initial recognition of revolving
facilities.
The calculated probability of default, loss given default and exposure at default are reviewed regularly
considering differences between loss estimates and actual loss experience. To date there has been limited
opportunities to make these comparisons. Therefore, these assumptions, including how they react to forward-
looking economic conditions remain subject to review and refinement.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

15



5. Income
The Group recognises revenue from interest income from bank accounts.


2024
$
2023
$
Interest income from term deposits and bank accounts 18,929 9,212
Total 18,929 9,212


6. Other Operating Expenses

2024 2023
$ $

Audit fees - for the audit of the financial statements 11,502 10,637
Accounting, consulting and legal 45,167 54,224
NZX fees and list charges 27,121 30,188
Insurance expenses 12,794 13,845
Depreciation expenses 522 1,045
Professional Services 8,141 33,585
Other operating expenses 1,816 1,460
107,063 144,985


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

2024 2023
$ $

Loss before income tax and adjustments (245,732) (264,717)
Current year tax at the tax rate of 28% (2023: 28%) (68,805) (74,121)
(68,805) (74,121)

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

Non-deductible expenses 6,000 1,852
Current tax losses not recognised 62,805 72,269
Income tax expense - -

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




NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

16



7.1 Tax Losses


2024
$
2023
$
Tax losses for which no deferred tax asset has been recognised

(3,661,352) (3,421,619)

Potential tax benefit @ 28% (1,025,178) (958,053)

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

8. Imputation Credit Account

2024 2023
$ $
Imputation credits available for use in subsequent periods 5,386 3,973

9. Dividends Declared and Paid
No dividends were declared or paid relating to the Group results for the year ended 31 March 2024 (2023:
$ Nil).

10. Earnings Per Share
2024 2023

Basic earnings/(loss) per share (cents): (0.04) (0.04)
Diluted earnings/(loss) per share (cents): (0.04) (0.04)

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

2024 2023
Loss for the period attributable to owners of the parent company ($) (245,732)
(264,717)
Weighted average number of ordinary shares used in the calculation of
basic and diluted earnings per share

618,759,059

618,416,593
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

17



At 31 March 2024, there were no financial instruments or rights held by any shareholders that were considered
to be dilutive (2023: Nil). Accordingly, basic and diluted earnings per share are identical for the accounting
periods being reported on.
The Group presents basic and diluted earnings per share (EPS) information for its ordinary shares. Basic EPS
is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number
of ordinary shares on issue throughout the year. Diluted earnings per share is calculated by adjusting the profit
or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding,
adjusted for the effects of all dilutive potential ordinary shares. There were no financial instruments considered
to be dilutive as at 31 March 2024.

11. Net Tangible Assets per Share


2024 2023
Net tangible assets ($)
166,192
411,925
Issued shares at balance date
673,759,059
673,759,059
Net tangible assets per share (cents) 0.02 0.06
12. Prepayments and Other Receivables


2024 2023

$ $
Prepayments 8,517 6,894
Other receivables 80,300 78,887
Total 88,818 85,781

Current

13,818

10,781
Non-current 75,000 75,000
Total
88,818 85,781

13. Investments




14. Property, Plant and Equipment


2024
$
2023
$
Cost

Balance at 1 April 17,546 17,546
Additions - -
Disposals - -
Balance at 31 March 17,546 17,546
There are no ASB term deposits at 31 March 2024 (2023: nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

18



Accumulated depreciation

Balance at 1 April (16,501) (15,456)
Depreciation (522) (1,045)
Balance at 31 March (17,023) (16,501)

Carrying value 522 1,045


15. Trade and Other Payables


2024
$
2023
$
Trade payables 409 819
Total 409 819


16. Accruals, Provisions and Other Liabilities


2024
$
2023
$
Accrued expenses 11,500 11,500
Total 11,500 11,500


17. Borrowings



Current borrowings
202
4
$
2023
$
Bonds 546,080 526,482
Total 546,080 526,482

Non-current borrowings
Bonds


-


-
Total - -


17.1 Bonds
The Group issued $2,000,000 bonds on 18 December 2017 to Blackwell Global Group Limited, a related party
at a fixed interest rate of 6%. The bonds were to mature three years from the issue date at their nominal value
of $2,000,000.
The Group issued a further $500,000 bonds to Blackwell Global Group Limited, a related party on 27 April 2019
at a fixed interest rate of 6%. The interest is payable six monthly. The bonds were to mature three years from
the issue date at their nominal value of $500,000.
The bonds are secured by a first ranking general security deed over all the present and after acquired property
of Blackwell Global Holdings Limited.
The contributed capital component of the bonds represents the difference in fair value between the current fixed
interest rate and the estimated interest rate of a similar bond issued to a third party.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

19



The bond agreements with Blackwell Global Group Limited was amended by Deed of Variation dated 24 March
2020. The maturity period was extended from three to four years, and the interest rate reduced from 6% to 0%
for six months starting 24 March 2020.
On 25 November 2020 a Letter of Undertaking was agreed with Blackwell Global Group Limited further
extending the bond maturity date to 30 June 2023, with 0% interest until maturity. The net present value of the
bonds have been readjusted on the balance sheet for the present value of the face values at maturity using the
original effective interest rate of 6% per annum. The resulting gain on revaluation of bonds is reported as
contributed capital on bonds.
In June 2022, the Company redeemed $1,000,000 of the Bonds for cash and paid $750,000 to BGGL in June
2022, and $250,000 in August 2022.
In 2022 Blackwell Global Group Limited capitalised $500,000 of its Bonds into 71,428,571 new ordinary shares
in the Company, at an issue price of $0.007 per share. This development provided the Company with an
additional $500,000 of capital which provided the Company with sufficient working capital to fund the
outgoings and expenses for the year.
In 2023, upon receiving shareholder approval, Blackwell Global Group Limited capitalised $450,000 of its
bonds into 100,000,000 new ordinary shares in the Company, at an issue price of $0.0045 per share. This
development provided the Company with an additional $450,000 of capital which provided the Company with
sufficient working capital to fund the outgoings and expenses for the year.

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


2024
$
2023
$
Balance at beginning of year 526,482 985,538
Repayment of bonds - (450,000)
Liability component carried forward 526,482 535,538
Amortisation of the premium on the bonds 19,599 45,970
Amortisation adjustments - (55,026)
Bond liability 546,080 526,482


Bond liability
- in current borrowings



546,080



526,482
- in non-current borrowings - -
Total 546,080 526,482

18. Cash and Cash Equivalents


2024
$
2023
$
Cash at bank and on hand 634,842 863,899
Total 634,842 863,899

The current floating interest rate on cash in bank accounts is 0.20% per annum.
The bank balances are held with New Zealand trading bank with AA- credit ratings.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

20



19. Net Debt

This section sets out an analysis of net debt for the periods presented for the Group.

2024 2023

$ $
Cash and cash equivalents 634,842 863,899
Borrowings - current (546,080) (526,482)
Borrowings - non-current - -
Total 88,761 337,418

20. Share Capital
No. of
Shares $
Ordinary shares at 1 April 2022 573,759,059 13,101,679
Ordinary shares issued during the year 100,000,000 445,658
Ordinary shares as at 31 March 2023 673,759,059 13,547,337

Ordinary Shares as at 1 April 2023

673,759,059

13,547,337
Ordinary shares issued during the year - -
Ordinary shares as at 31 March 2024 673,759,059 13,547,337

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

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

Name of subsidiary Principal activity



Proportion of interest
and voting power
held by the Group


2024 2023
Blackwell Global Finance Limited
(removed 26 Jan 2024)
Diversified financial services Nil 100%
NZF Money Limited (in receivership) In receivership 100% 100%
Blackwell Global Funds Limited
(removed 19 Oct 2023)
Special purpose vehicle established as
custodian for funding arrangement
Nil 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 previous financial years. In the current
year, Blackwell Global Finance Limited and Blackwell Global Funds Limited were removed from the
Company Office.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

21



22. Financial Instruments by Category


Financial Assets
At amortised
cost

Total

$ $
2024

Cash and cash equivalents 634,842 863,900
Other Receivables 13,818 10,781
Total 648,659 874,681


$

$
2023

Cash and cash equivalents 863,899 148,294
Other receivables 10,781 14,471
Total 874,681 162,765


Financial Liabilities

At amortised
cost


Total

$ $
2024

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



2023

Trade and other payables 819 5,221
Borrowings 526,482 985,538
Accruals and other liabilities 11,500 11,500
Total 538,801 1,002,259


23. Risk Management

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

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

23.3 Interest Rate Risk
Currently the Group has only one interest bearing cash and cash equivalents bank account. This relates to the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

22


bank account with floating interest rates. The impact on loss after tax and equity would be as follows if the
interest rates deviated by 1% from the current interest rates:

2024
$
2023
$
Cash and cash equivalents 634,842 863,899
Rate (+/-1%) 6,348/(6,348) 8,639/(8,639)
The entity has no remaining loan receivable balances at 31 March 2024. All other interest-bearing financial
assets and liabilities are at fixed interest rates.
Cash Management
Any cash on hand is held by the ASB Bank which is a registered bank and has an AA- rating with Standard and
Poor's.

24. Related Parties
RTO Limited (formerly Blackwell Global Holdings Limited - the Group) is controlled by Blackwell Global Group
Limited (incorporated in the Cayman Islands) which owns 71.68% of the Company’s shares. The Group’s
ultimate controlling party is Mr Kaw (Michael) 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
No costs were paid on behalf of the Group during the year (2023: no related party transactions).
Blackwell Global Investments Limited is a related party through common shareholding.

24.1 Remuneration of Directors
2024 2023
$ $
Sean Joyce 86,250 86,250
Craig Alexander 51,750 51,750
Total 138,000 138,000

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

24.2 Key Management Personnel Remuneration
There was no key management personnel remuneration for directors and senior management during the year.
The directors are remunerated solely through director’s fees that are separately disclosed in note 24.1.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

23



24.3 Directors Shareholdings
Number of Shares
Director Holder(s)
202
4 2023
Kaw Sing Chai (Michael) Kaw Sing Chai (Michael) 55,871,667 55,871,667
Say Chan Law (James) Say Chan Law (James) 19,290,000 19,290,000

All directors are common to all the subsidiary companies in the Group.
As at 31 March 2024, Kaw Sing Chai also has 100% shareholding in Blackwell Global Group Limited (2023:
100%) which holds 482,929,770 shares in the Group (2023: 482,929,770).
During 2019 and 2018, bonds were issued to Blackwell Global Group Limited based in Singapore in which Kaw
(Michael) Sing Chai has shareholding interests. Refer to note 17 for further details.

24.4 Interested Transactions
During the year, there were no known transactions concerning the current directors and associated parties
(2023: Nil).

Directors' Remuneration
Remuneration details of Directors are provided above.
Indemnification and Insurance of Officers and Directors
The Group indemnifies Directors and Executive Officers of the Group against all liabilities which arise out of the
performance of their normal duties as Directors or Executive Officers, unless the liability relates to conduct
involving lack of good faith. To manage this risk, the Group has indemnity insurance. The total cost of this
insurance expensed in the Group during the financial year was $12,794 (2023: $12,396).
Share Transactions
No directors acquired or disposed of any Ordinary Shares in the Group during the year.
Directors' Loans
There were no loans made by the Group to the Directors or by the Directors to the Group during the year.
Use of Group Information
The Board received no notices during the year from Directors requesting to use Group information received in
their capacity as Directors which would not otherwise have been available to them.

25. Going Concern
The Group has incurred a net loss for the year of $245,732 (2023: loss of $264,717) and as of 31 March 2024
has positive equity of $166,193. The Company is reliant upon the continued support of its lenders including
shareholder advances. The going concern basis assumes continued support of these parties in following
financial periods. Should this support not continue, this indicates the existence of a material uncertainty that
may cast doubt on the entity’s ability to continue as a going concern and, therefore, that it may be unable to
realise its assets and discharge its liabilities in the normal course of business.
The Board have implemented a number of strategies to reduce the outgoings of the Company and is actively
looking to identify a suitable business opportunity to invest in and/or acquire through a reverse takeover
transaction (RTO).
The Company is able to meet loan repayment commitments and costs given the current bank balance of
$634,842.
The Directors in determining that the financial statements be prepared on a going concern basis have taken
into account events subsequent to balance date. Refer also to comments in Note 31 – Subsequent Events.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

24




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

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

28. Lease Commitments
As at 31 March 2024, the Group had no material lease commitments (2023: Nil).

29. Capital Commitments
There were no capital commitments at 31 March 2024 (2023: Nil).

30. Contingent Assets and Liabilities
There are no material contingencies as at 31 March 2024 (2023: Nil).

31. Subsequent Events
As at the date of these accounts, Director Kaw (Michael) Sing Chai, was arrested in January 2024, and has
been incarcerated in the Philippines on matters unrelated to Blackwell Global Holdings Limited. At the request of
the independent Directors, Mr Chai resigned on 22 April 2024.
Kim Chan (Steve) Chua was alternative director for Mr Chai. With effect from the date of Mr Chai’s resignation,
Mr Chua also ceased to be a director of the Company.
Given Mr Chai's departure, the independent Directors wish to separate the activities of Mr Chai, who is also a
Director of the major shareholder of the Company. The Board has resolved to change the name of the Company
to "RTO Limited" and the Company's ticker code from "BGI" to "RTO" with effect from 1 May 2024.
At the request of independent Directors, the Company's major Shareholder (Blackwell Global Group Limited)
which holds secured Bonds issued by the company for the sum of $550,000, has agreed to forgive the
repayment of $200,000 of those secured Bonds effective from 22 April 2024. (2023: There have been no
significant events after balance date).
32. Approval of Financial Statements
The financial statements were approved by the Directors and authorised for issue on 26 June 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

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

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


Independent auditor’s report to the shareholders of
RTO Limited
Report on the audit of the consolidated financial statements
Our opinion on the consolidated financial statements
In our opinion, the accompanying consolidated financial statements of RTO Limited (the Company) and
its subsidiaries (the Group), present fairly, in all material respects:
— the consolidated financial position of the Group as at 31 March 2024, and
— its consolidated financial performance and its consolidated cash flows for the year then ended
in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
What was audited?
We have audited the consolidated financial statements of the Group, which comprise:
— the consolidated statement of financial position as at 31 March 2024,
— the consolidated statement of comprehensive income for the year then ended,
— the consolidated statement of changes in equity for the year then ended,
— the consolidated statement of cash flows for the year then ended, and
— notes to the consolidated financial statements, including material accounting policy information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the consolidated financial statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company or any of its
subsidiaries.

Page | 26
Material uncertainty related to going concern
We draw attention to Note 25 in the consolidated financial statements, which indicates that the Group
incurred a net loss of $245,732 during the year ended 31 March 2024 and is reliant on the continued
support of its lenders including shareholder advances. As stated in Note 25, these events or conditions,
along with other matters as set forth in Note 25, indicate that a material uncertainty exists that may cast
significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in
respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period. These matters are addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have
determined that there are no other key audit matters to communicate in our report.
Other information
The directors are responsible for the other information. The other information comprises the Chairman’s
Report, Corporate Governance Statement, Additional Information, and Company Directory for the year
ended 31 March 2024, but does not include the consolidated financial statements and our auditor’s report
thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibilities for the consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS, and for such internal control as the directors
determine is necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Page | 27
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at
the External Reporting Board’s website:

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

This description forms part of our auditor’s report.

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



William Buck Audit (NZ) Limited

Auckland
26 June 2024

28




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

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

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

Composition of the Board
The Board of the Company has a broad base of knowledge and experience in energy, engineering, financial
management, legal compliance and other expertise to meet the Company and the Company’s objectives. The
details and backgrounds of the Directors are detailed on the Company’s website.
The Governance Code provides that there will be no less than three and not more than six Directors. NZX
requirements are that at least two Directors are independent Directors.
The Board has determined, based on information provided by directors regarding their interests, that as at 31
March 2024, Sean Joyce and Craig Alexander, are Independent Directors. The Board makes an assessment
on the independence of each Director after consideration of the NZX Listing Rules, the NZX Corporate
Governance Code, guidance notes and legal advice.
CORPORATE GOVERNANCE STATEMENT
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

29


Criteria for Board Membership
When a vacancy arises, the Board will identify candidates with a mix of capabilities and perspectives considered
necessary for the Board to carry out its responsibilities effectively. A Director appointed by the Board must stand
for election at the next annual meeting. A Director must not hold office (without re-election) past the third annual
meeting following the Director’s appointment or 3 years, whichever is longer. Retiring Directors are eligible for
re-election.

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

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

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

Health and Safety Committee
The Health and Safety Committee’s primary objective is to assist the Board in fulfilling its responsibilities and
objectives in all matters related to health and safety. The Health and Safety Committee at the end of the financial
year comprised Sean Joyce (Chair) and Craig Alexander.
CORPORATE GOVERNANCE STATEMENT
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

30


Trading in Shares
The Company has a detailed Insider Trading and Financial Products Dealing Policy applying to all directors
and employees which prescribes “black-out” periods during which directors and employees must not trade in
the Company’s shares in any event. In addition, directors and employees are not able to trade in Company
shares if they are in possession of unpublished price sensitive information at any time. A procedure must be
followed to always obtain consent to trade in the Company’s shares.

The Company reinforces these measures by requiring that anyone designated as having the opportunity to
access price sensitive information can transact in the Company’s securities only with the prior approval of the
Chairman.

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

NZX Corporate Governance Code
A full statement on the extent to which the Company has followed the recommendations in the NZX Corporate
Governance Code during the year is available on the Company’s website,
https://www.bgholdings.co.nz/corporate-governance/.
Generally the Company does follow the recommendations in the NZX Corporate Governance Code. However,
the Company does not follow the following recommendation:
 Recommendation 2.5: The Company does not have a formal diversity policy, and has not had one at any
stage during the year. The Company does not have a formal diversity policy given there are only male
directors on the Board of the Company, and no executives at this time. While there is no formal diversity
policy, and no formal alternative governance practices relating to diversity have been adopted, the
Company recognises the wide-ranging benefits that diversity brings to an organisation and its workplaces.
The Company endeavours to ensure diversity at all levels of the organisation to ensure a balance of skills
and perspectives are available in the service of our shareholders and customers.
CORPORATE GOVERNANCE STATEMENT
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

31



Diversity
As at 31 March 2024, the gender balance of the Company’s Directors, officers and all employees were as follows:




Female
Male
Total







CORPORATE GOVERNANCE STATEMENT
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024
Directors Officers Employees
2024 2023 2024 2023 2024 2023
0 0 0 0 0 0
5* 5* 0 0 0 0
5* 5* 0 0 0 0
*One of the directors was an alternate Director. Two directors, including the alternate director ceased to be
directors post balance date. The Board held six meetings during the year.

32



Directors
The names of the Directors of the Group in office at the date of this Report are:

Sean Joyce
Craig Alexander
Kaw (Michael) Sing Chai (ceased 22 April 2024)
Say (James) Chan Law
Kim Chan (Steve) Chua (ceased 22 April 2024)

Auditors
Fees accrued to William Buck in the 2024 year are $11,500.

Employees
The Company has no employees.

Donations
There were no donations paid during the year (2023: $Nil).

Shareholders
As at 31 March 2024 there were 453 shareholders.

Share Issues
There were no new shares issued during the financial year (2023: 100,000,000).

Shareholder Details
The ordinary shares of RTO Limited are listed on the NZX Main Board, operated by NZX Limited.

ADDITIONAL INFORMATION
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

33



Largest Shareholders
As at 31 March 2024, the 20 largest shareholders of the Company were as follows:

Fully Paid Ordinary
Shares Number Held
% Held
1 Blackwell Global Group Limited 482,929,770 71.68%
2 Chai Kaw Sing 55,871,667 8.29%
3 New Zealand depository nominee 31,873,373 4.73%
4 Say Chan Law 19,290,000 2.86%
5 Pat Redpath O'Connor 17,010,002 2.52%
6 Lynton Ross Campbell & Dennis Michael Graham & Mark Hume Thornton 9,095,514 1.35%
7 Barbara Charlotte Brown 7,834,488 1.16%
8 Annette Kathleen Early 4,010,000 0.60%
9 Minhua Chen 3,082,461 0.46%
10 Fiona Patricia Lyons & Kim Nigel Lyons & K & F Lyons Trustees Limited 3,001,915 0.45%
11 Ji Zou 2,600,000 0.39%
12 Paul Richard Huljich & Mark Richard Huljich & Simon Paul Huljich 2,451,664 0.36%
13 Dubrava Trustees Limited 2,193,409 0.33%
14 New Zealand Central Securities Depository Limited 2,142,710 0.32%
15 Land Securities Limited 1,689,752 0.25%
16 FNZ Custodians Limited 1,357,220 0.20%
17 Teck Khing Yong 1,331,069 0.20%
18 David Alexander Kennedy 1,062,500 0.16%
19 Kenneth Paul Donelan 1,000,000 0.15%
20 Walter Mick George Yovich 819,672 0.12%


Distribution of Equity Securities

Number of Security
Holders
Number of Securities
Size of Holding Number % Number %
1 to 1000 32 7.06 20,083 0.00
1001 to 5000 125 27.59 425,159 0.06
5001 to 10000 65 14.35 548,351 0.08
10001 to 100000 152 33.55 5,356,518 0.80
100001 and Over 79 17.44 667,408,948 99.06
453 100.00 673,759,059 100.00




ADDITIONAL INFORMATION
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

34



Substantial Product Holders
Pursuant to Section 293 of the Financial Markets Conduct Act 2013, details of substantial product holders and
their total relevant interests as at 31 March 2024 is as follows:
Number of Shares
Blackwell Global Group Limited
482,929,770

Chai Kaw Sing (Michael)
55,871,667

New Zealand Depository Nominee
31,873,373

The total number of Shares on issue as at 31 March 2024 was 673,759,059 (2023: 673,759,059).

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

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

Waivers
During the course of the financial year ended 31 March 2024 the Company obtained no waivers from NZX
Limited.














ADDITIONAL INFORMATION
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024

35



As at 31 March 2024

Independent Directors Share Registrar
Sean Joyce MUFG Pension & Market Services Limited
Craig Alexander Level 30, PWC Tower
15 Customs Street West, Auckland CBD
Auckland 1010
Tel: 09 375 5998
Non-executive Directors
Kaw Sing Chai (ceased 22/04/2024)
Solicitors
Say Chan Law
Chapman Tripp
Kim Chan Steve Chua (ceased 22/04/2024)
Level 34, PwC Tower 15 Customs Street West
Auckland
Registered Office
84 Coates Avenue Bankers
Orakei, Auckland ASB Bank Limited
ASB, North Wharf, 12 Jellicoe Street, Auckland
Company Number
1474151 Auditor
William Buck
Incorporated Level 4
22 January 2004 21 Queen Street
Auckland 1010
Shares Issued
673,759,059
COMPANY DIRECTORY
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2024