2024 Annual Report
Annual
Report 2024
Being AI Limited
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED2
We build, advise
& invest—using AI
to transform companies
in previously impossible ways
Index
3
17
79
84
95
104
Letter from the Chair and CEO
Consolidated financial statements
Independent auditor’s report
Shareholder and Statutory Information
Corporate governance statement
Directory
LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED3
Letter from the Chair
and Chief Executive Officer
We are pleased to present you with the first Annual Report for the
Company since its restructure, and its listing on the NZX Main Board to
become Being AI Limited.
Being AI was founded on the belief that AI’s transformative impact
across industries is inevitable.
We are founded on past experience—understanding that AI and
advanced technologies will render some industries obsolete but also
drive innovation and create vast new opportunities.
The world is rapidly advancing to a place where AI and emerging
technologies fundamentally change how businesses operate.
We are moving from a marketplace where companies present curated
interfaces, such as websites, apps, SaaS products, or even salespeople,
to a world where AI agents, working on behalf of individuals, dynamically
assemble solutions, apps, and services from a marketplace of APIs
and data in real time.
In this new landscape, the businesses that thrive will be those that
provide data and access to AI in the most convenient way, ensuring
AI agents choose them.
It is the mission of Being AI to Build, Advise and Invest in the companies that
will make up the networks of this very near future marketplace.
We will succeed by enabling what was Previously Impossible.
Dear Being AI shareholder
Board recommendation
LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED4
Search
Marketplace
AI X
Marketplace
SaaS
Phone numberWebsite
BDMApp
AppWebsite
User
User
INTERFACE
INTERFACE
INTERFACE
AI
Data
API
AI
Data
API
API
API
API
AI
The current
versus the
near-future state
LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED5
Our strategy is clear. Invest in business that will make up the networks of
tomorrow’s AI marketplace, use deep and emerging technology capabilities,
combined with our experienced Governance and Founding Executive
teams to foresee and harness these opportunities.
We will choose acquisition and investment targets based on their
relevance in an AI developed future, their ability to be transformed by
AI and emerging technologies, the impact of ecosystem effects across our
existing ventures, investments and patented research and the size of the
opportunity across the whole industry.
The structure of the Being AI group of companies is set up and fine-tuned
to reflect this strategy.
Core strategy
Being Labs — the ability to develop and incubate advanced AI and
emerging technologies.
Being Consultants — the ability to promote and support change.
Being Ventures — the ability to invest in the revolution of industries.
LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED6
The speed and pace of change is no joke, since our listing on April 2,
we have seen the profound impact on many industries and it is only
the beginning, as generative video models evolve quickly the media,
advertising, marketing and entertainment industries will change forever,
the creator economy is poised to take advantage of this as we see the
production level tools of billion dollar movie and game franchises end up in
the hands of millions of solo content creators and storytellers.
The tech industry is being rocked in a similar way by AI development tools
speeding up development, reducing overheads and removing the traditional
barriers to entry, we are on the doorstep of a post app and website world
as AI gains the ability to write code in real time, creating custom one time
personalised user interfaces effectively removing large chunks of skilled
labour from the tech landscape.
We have barely left the starting blocks with where the technology is
heading, many traditional industries will be changed forever, including
transport and logistics, education, healthcare, construction, professional
services, hospitality to name just a few.
At Being AI we have moved quickly to implement against our strategy to
meet the pace of the changing world.
Implementation
LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED7
GOOGLE • MICROSOFT • AWS • IBM
MEDIA • RETAIL • MARKETING
LOCAL GOVERNMENT
AGE SCHOOL — 100%
MT HOBSON ACADEMY — 100%
1
VILLA EDUCATION TRUST — 100%
1
APPLICATIONS FOR NZ
CHARTER SCHOOLS
SEND GLOBAL — 100%
G3 MEDICAL • EUREKA
ROCKET MAIL • FASTWAY POST
NZ MAIL • FILECORP • CANDIDA MAIL
0800 FILING • UNIFIED LOGISTICS
TYMESTACK — 50%
INTRAEDGE — PARTNERSHIP
EDUCATION • FORECASTING
DATA OWNERSHIP
PARTNERS
NEW ZEALAND
E D U CATI O N
LOGISTICS
INCUBATION
PATENTS PENDING
1
Acquired after 31 March 2024
LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED8
Being Ventures
Being Consultants
Being Labs
Currently, we are focused on three industry verticals, chosen
because each will fundamentally change but thrive through the industry
obsolescence AI will bring—
Our consultancy operations now offer services in many industries
including logistics, retail, media, and local government.
We have formed AI-led partnerships with the major platform suppliers—
Microsoft, Google, AWS, and IBM.
Our Labs team have several patents-pending across Education,
Forecasting (of value to our Tymestack investment), and Data Ownership.
The Labs team are currently incubating two new operations:
Our first vertical is education. Over the next decade, education
will be revolutionized by advanced technologies including AI.
We have added to our initial investment in AGE School, with the
acquisition of Mt Hobson Academy and Villa Education Trust.
Ty m e s t a c k
1
—50% co-investment in price optimisation AI; and
our partnership with IntraEdge, focused on AI Governance.
Our second vertical is in logistics with the acquisition of
Send Global, a NZ-based logistics company operating a portfolio
of mail and document filing services including NZ Mail, Filecorp,
Unified Logisitics, Fast Way, Pete’s Post and other brands.
Third, we have begun investment into the retail vertical, acquiring
50% of Tymestack AI. Tymestack
1
is a specialist retail forecasting
technology being incubated by Being Labs.
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1
Acquired after 31 March 2024
LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED9
We’ve begun developing AI solutions and filed several provisional
patents, we’ve won clients, and have completed investments across
multiple industries.
New Zealand is the home of Being but our innovation and ambition is
pointed at the world, being domiciled in NZ give us the opportunity to
strengthen kiwi business against our international competition, continue to
hire great kiwi talent and test our products and services here before hitting
hard in other regions.
Highlights
The Being world
2 APRIL
8 APRIL
6 JUNE
10 JUNE
12 JUNE
13 JUNE
4 JUNE
NZX Listing
Mt Hobson & Villa Education acquisition completed
IntraEdge partnership arrangement entered into
Phoenix office opens
Tymestack co-investment transaction completed
Sydney office opens
New Auckland office opened
LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED10
The pace Being moves at is no joke either, we already operate multiple
hybrid workplaces around the world and will expand our network to match
customer, acquisition and partner locations.
We now have offices and teams in Auckland, New Zealand; Sydney,
Australia; and Phoenix, Arizona in the USA.
SYDNEY
PHOENIX
Figure 1. Our offices and teams around the world
AUCKLAND
LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED11
Figure 2. Our clients and partners around the world
SOUTH AFRICA
AUSTRALIA
NEW ZEALAND
UNITED KINGDOM
UNITED STATES
EASTERN EUROPE
Our international footprint will continue to expand in line with our
product offering — for example, Tymestack’s ideal customer prospects
being large multinational retailers found in the USA, Europe and Asia, and
our IntraEdge partnership regions including Australia and France.
Our clients, partners, and prospects are based in New Zealand, Australia,
the United States, the United Kingdom, Eastern Europe and South Africa.
LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED12
We have set ourselves up with founding governance and management
teams with the experience, depth of capability and agility necessary for
staying ahead of the wave of change, they have been chosen and structured
to support and implement our refined strategy.
Te a m s
Sean Joyce
Nyssa Waters
David McDonald
Paul Shale
Roger Gower
Erin Zink
Paul Forno
Joe Jensen
Dr. Nicholas Fourrier
Mike Dunshea
Katherine Allsop-Smith
Craig Boxall
Karen van Gemerden
Abishek Sriramulu
Executive director, Chair
CEO, Being Consultants
CEO, Being AI Group
Chief Marketing Officer
Independent director
Chief Operating Officer
CEO, Send Global
Independent director
Chief Technology Officer
Chief Financial Officer
Executive director
Chief Product Officer
General Manager, Education
CEO, Tymestack
BOARDBOARDBOARD
BOARD
S LT
S LT
S LT
S LT
S LT
S LT
S LTS LT
S LT
BOARD
LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED13
During FY2024, BAI—
As an RTO into a non-trading shell company, the accounting rules under
NZ GAAP require the difference between the fair value of the consideration
paid to purchase the listed shell company (through the transfer of shares)
plus the net liabilities acquired, to be expensed as a share-based payment.
As part of the RTO, the Company acquired 100% of Being Consultants
and its 100% owned subsidiaries, Being Labs Limited and Being Ventures
Limited. The Company paid an initial $5 million to acquire the shares
in Being Consultants settled through the issue of shares. In addition, the
vendors of Being Consultants were given a right to further ‘earn-in’ shares
based on the Company’s share price achieving certain milestones over
the next three years. The liability for the future payment of these earn-in
shares is recognised at its fair value at balance date and has been valued
at $5.6 million by an independent valuer. Because Being Consultants has
no trading history the valuation has been based on industry metrics from
similar Nasdaq and ASX listed small cap businesses.
The Group has total assets of $37.3 million and $3.8 million in equity.
The RTO valued Send Global at $25 million and AGE at $15 million.
Due to the nature of the acquisition accounting applied (as noted in the
financial report) the market values of the entities as stated in the valuer’s
reports is not reflected in the Statement of Financial Position. If it were,
total assets would be $78 million and equity would be $44.8 million.
Financial Performance Summary
Explanation of Financial Performance and Financial Results
generated revenues of $40.41 million;
achieved a 23% increase in operating EBITDA to $2.97 million
(in respect of comparable operating entities for the previous
financial year); and
generated a $1.069 million net loss after tax, which loss included
the accounting treatment of the reverse takeover transaction
(“RTO”)—a $1.69 million share-based payment.
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LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED14
The Company has no current plans to pay dividends. In the medium term,
the opportunities for growth in the business are expected to be the priority
for any surplus funds. The Board will review the dividend policy as
revenue and cashflows allow.
The major development for FY 2024 was obviously the completion of
the RTO of the Company (previously named Ascension Capital Limited).
As part of the RTO, the Company:
Dividend policy
Major highlights for FY2024
acquired Being Consultants Limited, which company in turns owns
Being Labs Limited and Being Ventures Limited;
acquired Send Global Limited, a logistics, courier, business
mail and filing company operating nationally from its headquarters
in Auckland;
acquired AGE Limited, which company operates AGE School,
located in Takapuna, Auckland;
issued 1,800,000,000 new shares to satisfy the payment of the
purchase price for the above operations, together with a further
46,520,000 new shares to satisfy the repayment of certain liabilities
owed by the Company to a shareholder, and present and former
directors of the Company;
appointed new directors David McDonald, Katherine Allsopp-Smith
and Joe Jensen to the Board; and
changed its name to Being AI Limited, and its ticker code to BAI.
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LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED15
Post balance date (31 March 2024), the Company:
Post balance date developments
acquired the education assets of Villa Education Trust, including
an online school, management rights for two Auckland schools, and
a third campus in the Far North;
increased the depth of its executive team across the
Being Consultants and Labs divisions by hiring four new
executives in the following roles: Head of Customer Solutions,
Emerging Technologies Researcher, Head of Technology and
Chief Product Officer;
increased its borrowings with the ANZ by entering into new loan
facilities with an aggregate increased facility limit of $7 million,
which loans provide the Company with facilities to fund working
capital requirements of the Group, and retire historic indebtedness
owed by the acquired entities to previous shareholders and their
associated interests; and
issued 42,370,000 share options pursuant to the Being AI
Employee Share Option Plan to independent directors, contractors
and executives of the Group. These share options were issued with a
view to retain the services of existing staff, recruit and attract
new staff and align the interests of those staff with shareholders
of the Company.
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LETTER FROM THE CHAIR AND CHIEF EXECUTIVE OFFICER • BEING AI LIMITED16
With significant change comes significant opportunity, 2024/2025 is going
to be a big year for everyone, our job at Being AI is to understand what’s
coming and have the vision, structure, team and capital to take advantage
of the opportunity ahead, we will continue to Build, Advise and Invest with
the mission to transform industries, innovate ahead of the competition and
find the opportunities missed by many.
The Being AI Board and executive team are excited about the journey
ahead and look forward to sharing our journey with you.
Yours sincerely,
Sean JoyceDavid McDonald
In conclusion
Chair, Being AICEO, Being AI
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED17
Note2024
NZ$000
2023
NZ$000
Revenue540,409 43,771
Cost of sales(32 ,1 93)(35,944)
Gross Profit8,216 7, 8 2 7
Other operating income6135 191
Finance income98 78
Expenses
Employee benefits expenses7.1(3,372)(3,451)
Depreciation and amortisation expenses7(1,064)(976)
Property expenses(183)(617)
Other operating expenses7(1,827)(1,539)
Prof it/(loss) from operations2,003 1,513
Listing expense – share based payment23(1,693) —
Reverse listing expenses(67) —
Finance expense7. 2(616)(758)
Gain on disposal of assets1 1 ,132
Prof it/(loss) before income tax(372)1,887
Income tax expense9(697)(168)
Prof it/(loss) for the year after taxation(1,069)1,719
Other comprehensive income — —
Total comprehensive prof it/(loss) for the year(1,069)1,719
Earnings/(loss) per share
Basic and diluted earnings/(loss) per share (NZ$)11(0.0011)0.0017
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
for the year ended 31 March 2024
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED18
NoteShare capital
NZ$000
Retained
earnings/
(accumulated
lossses)
NZ$000
Total equity
NZ$000
Balance at 1 April 20223,944 (66)3,878
Profit/(loss) for the year —1,719 1,719
Total comprehensive income for the year —1,719 1,719
Transactions with owners in their
capacity as owners
———
Balance at 31 March 20233,944 1,653 5,597
Balance at 1 April 20233,944 1,653 5,597
Profit/(loss) for the year —(1,069)(1,069)
Total comprehensive income for the year —(1,069)(1,069)
Transactions with owners in their
capacity as owners
Dividends declared10 —(2,001)(2,001)
Share buyback 10, 20(3,943)(1,370)(5,313)
Shares issued on reverse acquisition231,631 —1,631
Shares issued on business acquisition245,000 —5,000
Balance at 31 March 20246,632 (2,787)3,845
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
Consolidated Statement
of Changes in Equity
for the year ended 31 March 2024
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED19
Consolidated Statement
of Financial Position
as at 31 March 2024
Note2024
NZ$000
2023
NZ$000
Current assets
Cash and cash equivalents122,215 3,481
Receivables and other current assets134,055 5,476
Inventories141,217 6,309
Taxation receivable —102
Total current assets7, 4 8 7 15,368
Non-current assets
Term deposit22 —
Related party receivables272,000 —
Property, plant and equipment152 , 74 5 2,959
Right-of-use assets16.17, 9 2 6 3,066
Goodwill - Being Consultants Limited1710,962 —
Goodwill - other entities174,614 4,614
Other intangible assets171,405 1,688
Deferred tax asset9.3151 162
Total non-current assets29,825 12,489
Total assets3 7, 3 1 2 2 7, 8 5 7
Current liabilities
Trade payables and other current liabilities1813,089 14,595
Taxation payable656 —
Borrowings195,897 1,318
Lease liabilities16.2450 424
Total current liabilities20,092 16,337
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED20
Non-current liabilities
Borrowings191 3 ,125
Student bonds150 80
Contingent consideration245,600 -
Lease liabilities16.27, 6 24 2,718
Total non-current liabilities13,375 5,923
Total liabilities33,467 22,260
Net assets3,845 5,597
Equity
Share capital206,632 3,944
Retained earnings/(accumulated losses)(2,787)1,653
Total equity3,845 5,597
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
These consolidated financial statements were approved by the Board on 26 June 2024.
Signed on behalf of the Board by—
Sean Joyce
Director
Roger Gower
Director
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED21
Note2024
NZ$000
2023
NZ$000
Cash flows from operating activities
Receipts from customers41,999 43,362
Government grants received113 127
Payments to suppliers and employees(40,746)(38,088)
Income tax paid72 (243)
Net cash from operating activities251,438 5,158
Cash flows from investing activities
Payments for property, plant and equipment(69)(217)
Sale of property plant and equipment36 5,973
Payments for intangible assets(7) —
Payments for related party short-term loans(1,864) —
Interest received98 77
Cash received from business acquisition21 —
Net cash used in investing activities(1,785)5,833
Cash flows from financing activities
Dividends paid(734) —
Proceeds from borrowings8,299 5,030
Principal repayment of borrowings( 7, 5 4 5 )(12,957)
Interest paid on borrowings(375)(655)
Principal repayment of lease liabilities(420)(297)
Interest paid on lease liabilities(144)(103)
Net cash used in financing activities(919)(8,982)
Net increase in cash and cash equivalents(1,266)2,009
Cash and cash equivalents at the beginning of the year3,481 1 ,472
Cash and cash equivalents at the end of the year122,215 3,481
Consolidated Statement
of Cash Flows
for the year ended 31 March 2024
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED22
Notes to the Consolidated
Financial Statements
for the year ended 31 March 2024
Being AI Limited (formerly Ascension Capital Limited) (‘Being AI’ or ‘the Company’) and its subsidiaries
(together ‘the Group’) are limited liability companies, incorporated under the Companies Act 1993 and
domiciled in New Zealand.
The Group was formed by a reverse acquisition on 28 March 2024 of Being AI Limited (formerly
Ascension Capital Limited) by Send Global Limited (and subsidiaries) and AGE Limited. On 28 March 2024,
the Group acquired Being Consultants Limited (Being Consultants) and its subsidiaries, Being Ventures
Limited (Being Ventures) and Being Labs Limited (Being Labs). The name change from Ascension Capital
Limited to Being AI Limited took place on 28 March 2024.
As described further in Note 2.2 the financial statements represent the continuation of the financial
statements of Send Global limited (the accounting acquirer) and AGE Limited, with the exception of the
capital structure, and as such these financial statements relate almost entirely to the business activities
prior to the formation of the Being AI Group (362 days of 365).
Post 28 March 2024, Being AI Limited is a Group positioned for the business transformation impact
that will result from AI and similar advanced technologies. The Group’s strategy is to build, advise, and invest
in this disruption. Two initial investment verticals are signalled in the Group’s ownership in these financial
statements — being Send Global (logistics) and AGE (education).
Being AI is the legal holding company for the Group. Details of subsidiary companies and their principal
activities are set out in note 22.
The address of the Company’s registered office is 33 Hurstmere Road, Takapuna, Auckland 0622.
The following are the material accounting policies adopted by the Group in the preparation and presentation
of the consolidated financial statements. There have been no changes in accounting policies since the
previous year end unless otherwise stated.
1
General information
2
Material accounting policy information
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED23
The consolidated financial statements have been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (‘NZ GAAP’). The Group is a for-profit entity for the purposes of
complying with NZ GAAP. The consolidated financial statements comply with New Zealand equivalents
to International Financial Reporting Standards (‘NZ IFRS’), International Financial Reporting Standards
(‘IFRS’), and other applicable New Zealand Financial Reporting Standards as appropriate for for-profit
entities. The Group is a Tier 1 for-profit entity in accordance with XRB A1 Application of the Accounting
Standards Framework.
The Company is an FMC reporting entity under the Financial Markets Conduct Act 2013. The Company
is listed on the NZX Main Board (‘NZX’). These consolidated financial statements have been prepared in
accordance with the requirements of the Financial Markets Conduct Act 2013 and the NZX Main
Board Listing Rules.
On 28 March 2024 the Company entered into a reverse listing transaction in respect of Being Consultants,
Being Ventures, Being Labs, Send Global Limited (Send Global) and AGE Limited (AGE) (together the Being
AI Group) in which the Company acquired 100% of the shares of the already operating entities for total
consideration of $45 million upfront plus further contingent consideration, as detailed below:
To satisfy the upfront payment of the initial $45 million purchase price, the Company issued 1,800,000,000
fully paid ordinary shares at an issue price of $0.025 per share to the vendors or their nominees.
The appropriate accounting treatment for recognising the new Group structure is to treat Send Global,
which is the largest business in the Group, as the accounting acquirer of the Company. The consolidated
financial statements prepared following the reverse acquisition are issued under the name of the legal
parent and accounting acquiree, Being AI, but describe the continuation of the consolidated financial
statements of the legal subsidiary and accounting acquirer, Send Global.
The reverse acquisition of Being AI (formerly Ascension Capital Limited) does not represent a business
combination in accordance with NZ IFRS 3 Business Combinations because Being AI did not constitute
‘a business’, as it was a listed dormant and non-operating entity. The Board of Directors have therefore
accounted for the reverse acquisition as a share-based payment transaction, as an issue of shares, in
accordance with NZ IFRS 2 Share-based Payments. The share-based payment for Send Global’s acquisition
of Being AI was valued at the date of the reverse acquisition with reference to the fair value ...
2 .1 Statement of compliance and reporting framework
2.2 Reverse listing and corporate restructure
an initial $5 million to acquire the shares in Being Consultants plus contingent consideration with an
assessed fair value at acquisition date of $5.6 million. The contingent consideration is subject to the
Company achieving certain share price milestones post-acquisition (note 24);
$25 million to acquire the shares in Send Global; and
$15 million to acquire the shares in AGE.
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CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED24
of equity instruments on issue by the Company. The share-based payment has been expensed as
a listing cost.
The acquisition of Being Consultants is a business combination in accordance with
NZ IFRS 3: Business Combinations.
The results of Being AI and Being Consultants are included in the consolidated financial statements
from 28 March 2024 which is the date of acquisition.
At the time of the reverse listing and corporate restructure Send Global and AGE were controlled by the
same vendors. As Send Global is considered to be the accounting acquirer, the acquisition of AGE is a
corporate restructure of entities under common control. The corporate restructure does not represent a
business combination in accordance with NZ IFRS 3: Business Combinations. The appropriate accounting
treatment for recognising AGE’s inclusion in the new group is on the basis that the transaction is a form
of group reorganisation. Accordingly, the consolidated financial statements have been prepared as a
continuation of the combination of Send Global’s (the accounting acquirer) and AGE’s pre-reorganisation
financial results. Therefore, these consolidated financial statements include the combined results of Send
Global (including its subsidiary companies) and AGE from 1 April 2022 to the date of acquisition.
Refer to note 4.1 for critical estimates and judgements involved in the reverse acquisition.
The consolidated financial statements have been prepared on a historical cost basis apart from those
items measured at fair value as described below. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services.
The consolidated financial statements are presented in New Zealand dollars which is the Group’s functional
and presentation currency, rounded to the nearest thousand dollars unless otherwise stated.
Comparative information in the consolidated financial statements has been adjusted in order to be
consistent with the presentation of the current period. Refer to Note 2.2 for information on the basis of the
comparative balances.
The Directors have, at the time of approving the consolidated financial statements, a reasonable
expectation that the Group has adequate resources to continue in operational existence for the foreseeable
future. They have therefore continued to adopt the going concern basis of accounting in preparing the
consolidated financial statements.
2.3 Basis of preparation
2.4 Going concern
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED25
These are the first consolidated financial statements prepared by the Group.
Previously the financial statements of AGE were prepared in accordance with the Special Purpose Financial
Reporting Framework (SPF). The special purpose financial statements were prepared for taxation purposes
and the requirements of the entity’s previous owners. SPF differs in certain respects from NZ IFRS.
As a result NZ IFRS 1 First-time Adoption of New Zealand Equivalents to International Financial Reporting
Standards has been applied in preparing these consolidated financial statements.
When preparing the Group’s consolidated financial statements for the year ended 31 March 2024,
management has amended certain accounting methods applied in the AGE SPF financial statements to
comply with NZ IFRS. The comparative figures in respect of 2023 have been amended to reflect these
adjustments. Comparative balances have been reclassified and restated to conform with changes in
presentation and classification adopted in the current period.
The date of the AGE’s transition to NZ IFRS is 1 April 2022. The Group prepared its opening NZ IFRS
Consolidated Statement of Financial Position at that date. The key changes on adoption of NZ IFRS are
set out in note 28.
2.5
Application of NZ IFRS 1 First-time Adoption of New Zealand Equivalents
to International Financial Reporting Standards
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company. Control is achieved when the Company:
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control listed above.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies in line with the Group’s accounting policies.
All intragroup assets, liabilities, equity, income, expenses, and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
2.6 Principles of consolidation
has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.
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CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED26
Business combinations
Acquisitions of businesses are accounted for using the acquisition method unless they involve entities or
businesses under common control.
The consideration transferred in a business combination is measured at fair value, which is calculated as
the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the
Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for
control of the acquiree. Acquisition related costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at
their fair value at the acquisition date, except that deferred tax assets or liabilities, and liabilities related to
employee benefit arrangements, are recognised and measured in accordance with NZ IAS 12 Income Taxes
and NZ IAS 19 Employee Benefits respectively.
Goodwill is measured as the excess of the sum of the consideration transferred over the net of the
acquisition-date amounts of the identifiable assets acquired, and the liabilities assumed. If, after
reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities
assumed exceeds the sum of the consideration transferred, the excess is recognised immediately in profit
or loss as a bargain purchase gain.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which
the combination occurs, the Group reports provisional amounts for the items for which the accounting is
incomplete. Those provisional amounts are adjusted during the measurement period or additional assets
or liabilities are recognised, to reflect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the amounts recognised as of that
date. Measurement period adjustments are adjustments that arise from additional information obtained
during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and
circumstances that existed at the acquisition date.
A business combination involving entities or businesses under common control is a business combination in
which all of the combining entities or businesses are ultimately controlled by the same party or parties both
before and after the business combination, and that control is not transitory. In accounting for common
control combinations:
Refer to note 2.2 in relation to the basis of preparation due to the reverse acquisition transaction and note
4.1 for critical estimates and judgements involved in the transaction.
the assets and liabilities of the acquired business are recorded at their carrying values (there is no
adjustment to fair value) with the only adjustments being made to align accounting policies;
no goodwill is recognised; and
the comparative periods are restated as if the combination had taken place at the beginning of the
earliest comparative period presented.
•
•
•
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED27
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Board of Directors.
The Group derived revenue from the following major sources:
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract
with a customer and excludes amounts collected on behalf of third parties, such as goods and service tax
and customs duties.
2.7 Segment reporting
2.8 Revenue reporting
Education services;
Courier, business mail and logistics services; and
Filing solutions.
•
•
•
Education services
Courier, business mail and logistics services
Filing solutions
The Group provides an online virtual and physical school. School fees and revenue from related services are
recognised over the school term or year to which they relate. Revenues for school activities are recognised
at a point in time when the activity is completed. Revenue from the sale of goods, such as stationery and
school lunches, are recognised at a point in time upon delivery when control has been transferred to the
buyer and collectability of the related receivable is reasonably assured.
The Group provides domestic courier and freight services; domestic and international unified logistics;
business mail services; and mailhouse services.
Revenue from the delivery of courier, business mail and logistics services is recognised as the related
performance obligations are fulfilled. Customers are invoiced at the end of each month which covers all
services provided up to that date.
Revenue from the sale of stamps and postage included envelopes are recognised at a point in time upon
delivery when control has been transferred to the buyer and collectability of the related receivable is
reasonably assured.
The Group provides filing solutions and consumables.
Revenue from the sale of filing solutions and consumables is recognised at a point in time upon
delivery when control has been transferred to the buyer and collectability of the related receivable is
reasonably assured.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED28
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset’s net carrying amount on initial recognition.
Borrowing costs include interest expense calculated using the effective interest method and finance
charges in respect of lease arrangements. Borrowing costs are expensed as incurred.
The income tax expense or benefit for the period is the tax payable on the current period’s taxable
income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
2.9 Interest income
2 .10 Borrowing costs
2 .11 Income Tax
Current tax
Deferred tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before
tax’ as reported in the Statement of Profit or Loss and Other Comprehensive Income because of items
of income or expense that are taxable or deductible in other years and items that are never taxable or
deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively
enacted by the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are
recognised for all deductible temporary differences to the extent that it is probable that taxable profits will
be available against which those deductible temporary differences can be utilised. Such deferred tax assets
and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in
a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor
the accounting profit, unless the initial recognition gives rise to equal amounts of taxable and deductible
temporary differences.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from
the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED29
Revenue, expenses, assets, and liabilities are recognised net of the amount of goods and services tax
(GST) except:
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and,
where applicable, costs that have been incurred in bringing the inventories to their present location and
condition. Costs of inventories are determined on a weighted average basis. Net realisable value represents
the estimated selling price for inventories in the ordinary course of business, less all estimated costs of
completion and costs necessary to make the sale.
Each class of property, plant and equipment is measured at historical cost less accumulated depreciation
and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable the future economic benefits associated with the item will flow to
the Group and the costs of the item can be measured reliably. The carrying amounts of any component
accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are
charged to profit or loss in the reporting period in which they are incurred.
Depreciation is recognised on a straight line basis so as to write off the cost of assets less their residual
values, over their useful lives. The estimated useful lives, residual values and depreciation method are
reviewed at the end of each reporting period.
The net amount of GST recoverable or payable to the Inland Revenue Department is included as part of
receivables or payables.
2 .12 Goods and services tax
2 .13 Inventories
2 .14 Property, plant and equipment
where the amount of GST incurred is not recovered from the Inland Revenue Department, it is
recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
for receivables and payables, which are recognised inclusive of GST.
•
•
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED30
The following depreciation rates are applied:
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal
or retirement of an item of property, plant and equipment is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognised in profit or loss.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
Class of assetDepreciation rates
Buildings2% – 5%
Leasehold improvements5% – 20%
Plant and equipment 3% – 33%
Office furniture & equipment8% – 50%
Class of assetAmortisation rates
Brands10% - 50%
Trademarks17% - 50%
Customer relationships50% - 100%
Computer software20%
Acquired intangible assets with finite useful lives are carried at cost less accumulated amortisation and
accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated
useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting
period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible
assets with indefinite useful lives that are acquired separately are carried at cost less accumulated
impairment losses.
The following amortisation rates are applied:
Goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to cash-generating
units for the purpose of impairment testing and is tested annually for impairment. Goodwill is reviewed at
each balance date to determine whether there is any objective evidence of impairment.
2 .1 5 Intangible assets
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED31
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from
use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference
between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss
when the asset is derecognised.
The Group assess whether a contract is or contains a lease, at inception of the contract. The Group
recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements
in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months
or less) and lease of low value assets. For these leases, the Group recognises the lease payments as an
operating expense on a straight-line basis over the term of the lease unless another systematic basis is more
representative of the time pattern in which economic benefit from the leased assets are consumed.
The lease liability is initially measured at the present value of the future lease payments, discounted by
using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental
borrowing rate. The lease liability is subsequently measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments arising from a change in an
index or rate or if the Group changes its assessment of whether it will exercise a purchase, extension of
termination option, with a corresponding adjustment made to the carrying value of the right-of-use asset.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease
payments made at or before the commencement date and any initial direct costs and restoration costs.
They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-
use assets are depreciated over the shorter period of lease term and the useful life of the underlying asset.
The depreciation starts at the commencement date of the lease.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
A liability is recognised for benefits accruing to employees in respect of wages and salaries and annual leave
in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid
in exchange for that service.
Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position
when the Group becomes a party to the contractual provisions of the instruments.
2 .16 Leases
2 .17 Short-term employee benefits
2 .18 Financial instruments
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED32
Financial assets are measured at amortised cost on the basis of the Group’s business model for managing
financial assets and the contractual cash flow characteristics of the financial assets.
Financial liabilities are measured subsequently at amortised cost using the effective interest method or fair
value through profit or loss (FVTPL).
Financial liabilities are classified at FVTPL when the financial liability is contingent consideration of an
acquirer in a business combination. Financial liabilities at FVTPL are measured at fair value, with any gains
or losses arising on changes in fair value recognised in profit or loss. Fair value is determined in the manner
described in note 21.1.
Financial liabilities that are not contingent consideration of an acquirer in a business combination ...
2 .1 9 Financial assets
2.20 Financial liabilities
Financial assets at amortised cost
Impairment of financial assets
Derecognition of financial assets
The Group’s financial assets at amortised cost include cash and cash equivalents, and trade and other
receivables. Cash and cash equivalents include cash in hand and deposits held at call with banks.
The Group recognises a loss allowance for expected credit losses on trade receivables. The amount of
expected credit losses is updated at each reporting date to reflect changes in credit risk since initial
recognition of the respective financial instrument.
The Group recognises lifetime expected credit losses for trade receivables. The expected credit losses
on these financial assets are estimated using a provision matrix based on the Group’s historical credit
loss experience, adjusted for factors that are specific to the debtors, general economic conditions and
an assessment of both the current as well as the forecast direction of conditions at the reporting date,
including time value of money where appropriate.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of
the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards
of ownership and continues to control the transferred asset, the Group recognises its retained interest in
the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all
the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the
financial asset and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s
carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED33
(including trade and other payables, borrowings and lease liabilities) are measured subsequently at
amortised cost using the effective interest method.
Derecognition of financial liabilities
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.
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions where items are re-measured.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at
the rates prevailing at that date.
Exchange differences on monetary items are recognised in the profit or loss in the period in which they arise.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
are shown in equity as a deduction, net of tax, from the proceeds.
All new and amended standards were implemented and the impact deemed not to be material.
The Group has not early adopted any standards, interpretations or amendments that have been issued but
are not yet effective. Early adoption of these new standards, interpretations or amendments would not have
had a material impact on the financial result or financial position of the Group.
2.21 Foreign currency translation
2.22 Share capital
3 .1 New and amended standards and interpretations
3
Application of new and revised New Zealand International Financial
Reporting Standards (NZ IFRSs)
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED34
4
Critical accounting estimates and judgements
In the application of the Group’s accounting policies, which are described in note 2, the directors of the
Group are required to make judgements, estimates and assumptions about the carrying amounts of assets
and liabilities that are not readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be relevant. Actual results may
differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods. Below are the critical accounting judgements.
On 28 March 2024 the Company was acquired by Send Global through a reverse acquisition. 95.9% of the
shares of the Company were acquired in exchange for 100% of the shares in Send Global and AGE.
The key judgements involved in the reverse acquisition include the following:
The Group determined that Being AI did not constitute ‘a business’, as it was a listed non-operating entity.
Therefore, the reverse listing transaction was not considered a business combination within the scope of
NZ IFRS 3. The Board of Directors have therefore accounted for the reverse acquisition as a share-based
payment transaction in accordance with NZ IFRS 2 Share-based Payments.
The Board of Directors has determined the fair value of the consideration transferred, to the existing
shareholders of Being AI to be $1.6 million (refer note 23) based upon a market value per share of
$0.025. This value per share was determined by reference to the price per share detailed in the reverse
listing agreement as well as the price per share to settle the Company’s debts at the date of the reverse
acquisition. As part of the reverse listing process the $0.025 price per share was assessed by an
independent advisor as being fair to the independent shareholders.
The fair value of Being AI’s net assets, at the date of transaction, involved limited judgement and estimate by
the Group, as it consisted materially of cash, receivables and payables, as disclosed in note 23.
The Board of Directors has determined the appropriate accounting treatment for recognising AGE’s
inclusion in the new group is on the basis that the transaction is a form of group reorganisation of entities
under common control. The consolidated financial statements have been prepared as a continuation of the
combination of Send Global’s and AGE’s pre-reorganisation financial results.
4 .1 Reverse acquisition
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED35
All assets are assessed for impairment at each reporting date by evaluating whether indicators of
impairment exist in relation to the continued use of the asset by the Group. Impairment triggers include
technology changes, adverse changes in the economic or political environment and future product
expectations. If an indicator of impairment exists, the recoverable amount of the asset is determined.
The cash-generating unit (CGU) to which goodwill has been allocated is tested annually for impairment or
sooner if there is an indication that the unit may be impaired. Judgement is required to determine the value
of the CGU and whether there has been an impairment.
The fair value of the contingent consideration for the acquisition of Being Consultants is used to determine
the value of goodwill arising on acquisition. The corresponding financial liability is measured at fair value
which is reassessed at each reporting date. The fair value of the contingent consideration takes into
account the likelihood of the share price milestones being achieved, discounted at an appropriate rate.
In assessing the fair value of the contingent consideration, judgement is required to determine the likely
compensation that will become payable in the future, the appropriate discount rate, and the share price of
the Company at the date of the acquisition (given the shares were suspended from trading on 11 December
2023 and remained so until the day following shareholder approval of the reverse acquisition transaction).
Refer to note 24.
In determining the lease term, judgement is required in determining whether it is reasonably certain
that an extension option will be exercised. The Group considers all relevant factors that create an economic
incentive for it to exercise the extension. After the commencement date, the Group reassesses the lease
term if there is a significant event or change in circumstances that is within its control and affects its
ability to exercise or not to exercise the option to extend (note 16).
4.2 Impairment of non-financial assets
4.3 Fair value of contingent consideration
4.4 Determining the lease term and incremental borrowing rate
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED36
5
Revenue
2024
NZ$000
2023
NZ$000
Education services 2 ,126 1,928
Courier, business mail and logistics services 36 ,160 39,739
Filing solutions 2 ,123 2 ,104
Total revenue 40,409 43,771
6
Other income
2024
NZ$000
2023
NZ$000
Ministry of Education grant 113 127
Other income 22 64
135 191
Government grants
There are no unfulfilled conditions or other contingencies attached to the grants from the Ministry of Education.
The details above disaggregate the Group’s revenue from contracts with customers into primary markets
and major service lines. All revenue is generated in New Zealand.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED37
7
Expenses
2024
NZ$000
2023
NZ$000
Expenses relating to short term leases (191)(413)
Net foreign currency gains/(losses) (3)(5)
Shareholder management fee (400)(200)
Depreciation and amortisation expenses
Depreciation of property, plant and equipment (note 15) (246)(308)
Depreciation of right of use assets (note 16.1) (491)(340)
Amortisation of intangible assets (note 17) (327)(328)
Fees paid to the auditor
For the current year audit of the consolidated financial statements (85)(99)
For tax advice - paid to previous auditor (60)(56)
For other accounting advice — paid to previous auditor (67)(12)
The profit or loss for the year includes the following expenses:
During the year the Company changed its auditor to William Buck Audit (NZ) Limited.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED38
7.1 Employee benefit expenses
7. 2 Finance costs
2024
NZ$000
2023
NZ$000
Salary and wages (3,048)(3 ,129)
Employer Kiwisaver contributions (89)(91)
Employee profit share (235)(231)
(3,372)(3,451)
2024
NZ$000
2023
NZ$000
Interest expense on bank loans ( 1 74)(453)
Interest expense on related party loans (298)(202)
Interest expense on lease liabilities (144)(103)
(616)(758)
8
Segment information
Prior to 28 March 2024, the Group provided courier, business mail and logistics services, filing solutions and
education services. All of these services were provided in New Zealand.
Following acquisitions and renaming on 28 March 2024, the Group embarked on a strategy to provide
diversified artificial intelligence (AI) and advanced technology related services.
The Group’s strategy is evidenced with the formation of three principal divisions. Being Labs, commissioned
with incubating startups and developing technical patents. Being Consultants, supporting government,
Enterprise and SME corporates with advice and professional services. And Being Ventures, scaling
advanced technology investments and deploying AI and other technologies into legacy industries with
significant opportunity for technically-led reinvention.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED39
With 28 March 2024 being one working day prior to year-end, virtually no operational results from this new
strategy are represented in these financial statements.
The Group has identified its operating segments based on the internal reports reviewed and used by
the Chief Operating Decision Maker (‘CODM’), being the Board of Directors, in assessing the Group’s
performance and in determining the allocation of resources.
2024
Courier,
mail &
logistics
Filing
solutions
Education
services
ConsultingCorporate/
unallocated
To t a l
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
Total revenue36,160 2 ,1 2 3 2 ,1 2 6 ——40,409
Operating EBITDA3,704 789 (158)—(1,366)2,969
Finance income5 — ——93 98
Finance costs(39)(2)(248)—(327)(616)
Depreciation and amortisation(146)(194)(400)—(324)(1,064)
Gain on disposal of asset————1 1
Reverse acquisition
— share based payment
————(1,693)(1,693)
Reverse listing expenses————(67)(67)
Net profit/(loss)
before taxation
3,524 593 (806)—(3,683)(372)
Income tax benefit(889)124 125 —(57)(697)
Net profit/(loss) for the year2,635 717 (681)—(3 ,74 0)(1,069)
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED40
2023
Courier,
mail &
logistics
Filing
solutions
Education
services
ConsultingCorporate/
unallocated
To t a l
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
Total revenue39,739 2 ,1 0 4 1,928 ——43,771
Operating EBITDA2,583 229 (491)—90 2 ,411
Finance income————78 78
Finance costs(28)(6)(275)—(449)(758)
Depreciation and amortisation(112)(203)(423)—(238)(976)
Gain on disposal of assets————1 ,132 1 ,132
Net profit/(loss)
before taxation
2,443 20 (1 ,1 8 9)—613 1,887
Income tax benefit531 317 (18)—(998)(168)
Net profit/(loss) for the year2 , 974 337 (1,207)—(385)1,719
2024
Courier,
mail &
logistics
Filing
solutions
Education
services
ConsultingCorporate/
unallocated
To t a l
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
Segment assets7,793 2,228 12,052 10,883 4,356 37, 3 1 2
Segment liabilities(7,307)(3,445)(12,665)(5,883)(4 ,167 )(33,467)
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED41
2023
Courier,
mail &
logistics
Filing
solutions
Education
services
ConsultingCorporate/
unallocated
To t a l
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
Segment assets13 ,181 2,481 5,671 —6,524 2 7, 8 5 7
Segment liabilities(5,416)(3,710)(7,022)—(6 ,112)(22,260)
For the year ended 31 March 2024 there was one customer who accounted for more than 10% of the
Group’s total sales (31 March 2023: none). Sales to this customer totalled $6.53 million. The customer
purchased business mail and courier services.
8 .1 Information about major customers
9
Taxation
The analysis of income tax expense is as follows:
9.1 Income tax expense
2024
NZ$000
2023
NZ$000
Current income tax
Current tax charge472 275
In respect of prior years214 (33)
686 242
Deferred tax expense11 ( 74)
Total income tax expense recognised in the current year697 168
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED42
The charge for the year can be reconciled to the loss before tax as follows:
9.2 Reconciliation of income tax expense
9.3 Deferred tax
2024
NZ$000
2023
NZ$000
Profit/(loss) before income tax (372)1,887
Prima facie tax at 28% (2023: 28%) (104)528
Non-deductible expenses 885 63
Recognition of tax losses previously not recognised (298)—
Tax effect of tax losses not recognised —(390)
Adjustments recognised in the current year in relation to prior years214(33)
Income tax expense 697 168
2024
Opening balance Recognised in
profit or loss
Closing balance
NZ$000NZ$000NZ$000
Deferred tax assets/(liabilities) in relation to:
Inventories 62(26)36
Accrued expenses 172 15 187
Property, plant & equipment(100)(19)(119)
Right-of-use assets(858)(1,362)(2,220)
Lease liabilities879 1,382 2,261
Other7 (1)6
162 (11)151
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED43
2023
Opening balance Recognised in
profit or loss
Closing balance
NZ$000NZ$000NZ$000
Deferred tax assets/(liabilities) in relation to:
Inventories17 4562
Accrued expenses124 48172
Property, plant & equipment(72)(28)(100)
Right-of-use assets(508)(350)(858)
Lease liabilities517362879
Other10(3)7
88 74 162
9.4 Imputation credits
2024
NZ$000
2023
NZ$000
Imputation credits available for use in subsequent periods 1,451 1,684
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED44
10
Distributions
20242023
Share capitalRetained
earnings
Share capitalRetained
earnings
NZ$000NZ$000NZ$000NZ$000
Declared during the year
Fully imputed dividend of 1.25 cents
per share
—536 ——
Fully imputed dividend of 3.4 cents
per share
—1,465 ——
—2,002 ——
Share buy back and distribution.
9,147,523 shares acquired and cancelled
at a price of 58.08 cents per share
which includes a fully imputed dividend
of 14.97 cents per cancelled share
3,943 1,370 ——
3,943 3,371 ——
11
Earnings/(loss) per share
2024 2023
Basic and diluted earnings/(loss) per share (NZ$) (0.0011)0.0017
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED45
The loss and weighted average number of ordinary shares used in the calculation of earnings per share
are as follows:
The weighted average number of ordinary shares in the 2023 comparative and to the date of the reverse
acquisition, has been adjusted by the exchange ratio established in the reverse acquisition agreement.
The interest rate ranges applicable to the Group’s cash at bank on call were 3.4% and 5.35% during the year
(2023: 0% to 4.6%).
20242023
Profit/(loss) from continuing operations (NZ$000) (1,069)1,719
Weighted average number of ordinary shares used in the calculation
of basic and diluted earnings/(loss) loss per share (’000)
1 , 0 07,1 3 4 1,000,000
12
Cash and cash equivalents
2024
NZ$000
2023
NZ$000
Cash at bank 2,215 3,481
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED46
13
Trade receivables and other current assets
2024
NZ$000
2023
NZ$000
Trade receivables 3,987 5,429
Prepayments 55 46
GST receivable 13 —
Other current assets —1
4,055 5, 476
2024
NZ$000
2023
NZ$000
Reconciliation for allowance for expected credit losses
Balance at the beginning of the year(14)(22)
Impairment losses recognised on receivables(5)8
Balance at the end of the year(19)(14)
The standard credit terms on sales are 20th of the month following invoice. Generally no interest is charged
on outstanding trade receivables but the Group reserves the right to charge interest on significantly
overdue balances. Due to the short-term nature of current receivables, their carrying amount is considered
to be the same as their fair value.
13 .1 Allowance for expected credit loss
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED47
The Group’s receivables aging is as follows:
2024
CurrentLess than 30
days past due
30 to 60 days
past due
More than 60
days past due
To t a l
NZ$000NZ$000NZ$000NZ$000NZ$000
Trade receivables3,861 129 10 6 4,006
Loss allowance——(1)(18)(19)
2023
CurrentLess than 30
days past due
30 to 60 days
past due
More than 60
days past due
To t a l
NZ$000NZ$000NZ$000NZ$000NZ$000
Trade receivables5,428 26 37 (48)5,443
Loss allowance——(6)(8)(14)
14
Inventories
2024
NZ$000
2023
NZ$000
Finished goods 1,217 6,309
$8,319,904 of inventory was included as an expense in the net profit for the current year
(2023: $10,915,375).
In 2024, $284,117 of inventory was written down to net realisable value. $124,874 of that was as a provision
and $159,243 was written off and scrapped (2023: $220,000 and $56,000 respectively).
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED48
15
Property, plant and equipment
Plant &
equipment
Office
furniture &
equipment
Buildings &
improvements
LandTo t a l
NZ$000NZ$000NZ$000NZ$000NZ$000
Cost
At 1 April 2022852 1,824 4 ,1 6 22 ,141 8,979
Additions8 13378—219
Disposals(562) (687)(1,680)(2 ,141)(5,070)
At 31 March 2023298 1,270 2,560 —4 ,1 2 8
Additions—66 1 —67
Disposals(36)———(36)
At 31 March 2024262 1,336 2,561 —4 ,1 5 9
Accumulated depreciation
At 1 April 2022(157)(752)(180)—(1,089)
Depreciation expense(21)(140)(147 )—(308)
Disposals68 137 23 —228
At 31 March 2023(110)(755)(304)—(1 ,1 6 9)
Depreciation expense(26)(111)(109)—(246)
Disposals1 ———1
At 31 March 2024(135)(866)(413)—(1 , 414)
Carrying amount
At 1 April 2022695 1,072 3,982 2 ,141 7, 8 9 0
At 31 March 2023188 515 2,256 —2,959
At 31 March 2024127 470 2 ,14 8 —2 ,74 5
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED49
16
Leases
The Group leases premises and leasehold improvements to premises.
The average lease term is 13 years (2023: 7.1 years). The average IBR rate is 7.11% (2023: 6.6%).
16.1 Right-of-use asset
Leasehold
improvements
PropertyTo t a l
NZ$000NZ$000NZ$000
Cost
At 1 April 20222 ,074 —2 ,074
Additions—1,591 1,591
At 31 March 20232 ,074 1,591 3,665
Additions5,276 75 5,351
At 31 March 20247, 3 5 0 1,666 9,016
Accumulated depreciation
At 1 April 2022(259)—(259)
Depreciation expense(207)(133)(340)
At 31 March 2023(466)(133)(599)
Depreciation expense(207)(284)(491)
At 31 March 2024(673)(417 )(1,090)
Carrying amount
At 1 April 20221,815 —1,815
At 31 March 20231,608 1,458 3,066
At 31 March 20246,677 1,249 7,926
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED50
16.2 Lease liabilities
2024
NZ$000
2023
NZ$000
Maturity analysis — contractual undiscounted cash flows
Up to one year1,006 563
One to two years1,026 570
Two to five years3,021 1 , 74 9
More than five years10,071 837
Total undiscounted lease liabilities at reporting date15,124 3,719
Less: future finance charges( 7, 0 5 0)(577)
Total discounted lease liabilities at reporting date8 ,074 3 ,142
2024
NZ$000
2023
NZ$000
Lease liabilities included in the Consolidated Statement of
Financial Position at reporting date
Current 450 424
Non-current 7, 6 24 2,718
8 ,074 3 ,142
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED51
17
Intangible assets
2024
NZ$000
2023
NZ$000
Goodwill — Being Consultants Limited10,962 —
Goodwill — other entities4,614 4,614
15,576 4,614
Other intangible assets1,405 1,688
16,981 6,302
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED52
GoodwillBrands &
trademarks
Customer
relationships
WebsiteTo t a l
NZ$000NZ$000NZ$000NZ$000NZ$000
Cost
At 1 April 20224,614 2,451 2,098 —9,1 6 3
At 31 March 20234,614 2,451 2,098 —9,1 6 3
Business acquisition (note 23)10,962 15 —29 11,006
At 31 March 202415,576 2,466 2,098 29 2 0,1 6 9
Accumulated depreciation
At 1 April 2022—(920)(1,613)—(2 ,533)
Amortisation expense—(128)(200)—(328)
At 31 March 2023—(1,048)(1,813)—(2,861)
Amortisation expense—(126)(201)—(327)
At 31 March 2024—(1 ,1 74)(2 ,014)—(3,188)
Carrying amount
At 1 April 20224,614 1,531 485 —6,630
At 31 March 20234,614 1,403 285 — 6,302
At 31 March 202415,576 1,292 84 29 16,981
The goodwill relates to expected synergies, and the capability and expertise developed within
the acquired business.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED53
1 7.1
Impairment testing for cash-generating units containing goodwill and other
intangibles with indefinite life
2024
NZ$000
2023
NZ$000
Goodwill
Consulting services10,962 —
Courier, business mail and logistics services2,334 2,334
Filing solutions2,280 2,280
15,576 4,614
2024
NZ$000
2023
NZ$000
Other intangibles with indefinite life
Courier, business mail and logistics services776776
Goodwill and other intangibles with indefinite life are allocated to the following cash generating units for the
purpose of impairment testing.
The Directors have assessed the goodwill and the other intangibles with an indefinite life, for impairment as
at the reporting date and have concluded that no impairment has occurred.
For impairment testing, cash flows were projected on actual operating results, the 12-month budget and
multi-year forecasts reviewed and approved by the Board of Directors and based on the assumptions and
methodologies detailed below.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED54
Consulting
Courier, business mail and logistics services
Filing solutions
The calculated value of the cash generating unit is determined based on a value in use calculation using
cash flow projections based on financial projections covering a five year period and a pre-tax discount rate
of 20.3% per annum. Solely for the purposes of this assessment, anticipated annual revenue growth of the
CGU has been projected at 20% to 35% in the first five years with a terminal revenue increase of 7.5% per
annum. Gross margin percentages are projected to grow and then remain consistent for the last four years
of the period. Other operating costs are projected to increase by 25% in the first two years of the period and
then remain consistent for the remaining periods projected.
The Consulting CGU had not started generating revenue by the reporting date. With no prior track record
of financial performance there is uncertainty in projecting the level of revenues expected in the calculation
of the CGU’s recoverable value. A reduction of more than 17% of total projected revenue for the five year
period would reduce the recoverable value of the CGU to the level of its carrying value.
The calculated value of the cash generating unit is determined based on a value in use calculation using
cash flow projections based on financial projections covering a five year period and a pre-tax discount rate
of 19.9% per annum. Solely for the purposes of this assessment, anticipated annual revenue growth of the
CGU has been projected as remaining constant for the five year period and in the calculation of terminal
value. Gross margin percentages are projected as remaining consistent throughout the period, and other
operating costs decreasing by 15% in the first year, 9% in the second year and the remaining constant for
the remaining three years projected.
The calculated value of the cash generating unit is determined based on a value in use calculation using
cash flow projections based on financial projections covering a five year period and a pre-tax discount rate
of 19.9% per annum. Solely for the purposes of this assessment, anticipated annual revenue and gross
margin percentages are projected to remain constant for the five year period and in the calculation of
terminal value. Other operating costs are projected to decrease by 4% in the first year, 15% in the second
year and to then remain constant for the remaining three years.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED55
18
Trade payables and other current liabilities
Note 2024
NZ$000
2023
NZ$000
Trade payables3,249 11 ,417
Accruals2,422 1 , 541
Related party payables2 7. 36,616 515
Unearned income698 680
PAYE payable55 —
GST payable40 —
Employee benefits9 431
Other payables—11
13,089 14,595
The carrying amount of trade payables and other current liabilities are assumed to be the same as fair value
due to the short-term nature of these amounts.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED56
19
Borrowings
Note2024
NZ$000
2023
NZ$000
Related party loans1 9.15,888 4,425
Other borrowings 10 18
Total borrowings 5,898 4,443
Current5,897 1,318
Non-current1 3 ,125
5,898 4,443
2024
NZ$000
2023
NZ$000
Balance at 1 April4,425 10, 419
Proceeds from loans 3,069 1,030
Repayment of loans(1,606)(7,024)
Balance at 31 March5,888 4,425
2024
NZ$000
2023
NZ$000
Te Turanga Ukaipo Charitable Trust 240 240
Wilshire Treasury Limited5,648 4 ,185
Total related party loans5,888 4,425
All borrowings are denominated in NZD.
The related party loans are with the related parties in the table below.
1 9.1 Related party loans
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED57
The related party loan payable to the Te Turanga Ukaipo Charitable Trust (note 27) is unsecured and
payable on demand. No interest is charged on this loan.
$1.75 million of the loan from Wilshire Treasury Limited is payable by AGE (2023: $2.88 million).
The Wilshire Treasury Limited loan to AGE may be terminated on three months’ notice. The loan is
unsecured but Wilshire Treasury Limited may register a PPSR charge over AGE to secure the loan. AGE has
agreed to allow its assets to be charged by the ANZ Bank as security for a banking facility provided by ANZ
Bank to Wilshire Treasury Limited and others if requested. Interest is charged at a 0.10% margin above the
Wilshire Treasury Limited borrowing rate from the ANZ Bank.
$382,000 of the loan from Wilshire Treasury Limited is payable by Being Consultants (2023: $nil).
This loan is secured by a first ranking general security agreement over Being Consultants’ present and after
acquired personal property. The loan is repayable on demand and incurs interest at a rate equal to the
aggregate of the ANZ Bank 90 Day Bank Bill Rate plus a margin of 2.75% per annum.
$3.51 million of the loan from Wilshire Treasury Limited is payable by Send Global (2023: $1.31 million).
The loan is for a one year term to 26 March 2025. Interest is charged at the current ANZ Bank business
overdraft rate. The loan is secured by a general security agreement granted by Send Global to Wilshire
Treasury Limited and by a guarantee from AGE.
The weighted average interest rates on the related party loans during the period was 8.29% (2023: 6.04%).
At the reporting date the Group had a $1 million revolving credit facility (overdraft) with no maturity date.
The facility is reviewed annually and is repayable on demand. Bank advances are secured over the current
and subsequent purchased assets of Send Global and its subsidiaries.
The weighted average interest rates on the bank loans during the period was 8.32% (2023: 5.35%).
2024
NZ$000
2023
NZ$000
Balance at 1 April—1,700
Proceeds from loans 5,700 4,000
Repayment of loans(5,700)(5,700)
Balance at 31 March——
19.2 Bank loans
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED58
20
Share capital
The following table shows the movement in share capital for the consolidated group.
2024
NZ$000
2023
NZ$000
At 1 April 3,944 3,944
Share buyback (3,943)—
Shares issued on reverse acquisition (notes 2.2 and 23) 1,631 —
Shares issued on business acquisition (note 24) 5,000 —
At 31 March 6,632 3,944
2024
’000
2023
’000
Ordinary shares as at 1 April 1 9,14 9 1,914,888
100 for 1 share consolidation —(1,895,739)
Ordinary shares issued pre reverse acquisition 2,350 —
Shares issued for to Excalibur Partners Limited to settle debt30,720 —
Shares issued to directors to settle outstanding directors fees due15,800 —
Shares issued on reverse acquisition (notes 2.2 and 23)1,600,000 —
Shares issued on business acquisition (note 24) 200,000 —
Ordinary shares as at 31 March 1,868,019 1 9,14 9
During the year Send Global undertook a share buy-back which returned $3.94 million of capital and paid
$1.37 million as a dividend to shareholders.
The table below details the movement in ordinary shares issued by the Group’s legal parent,
Being AI Limited.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED59
On 17 April 2023 the Company issued 2,350,000 new fully paid ordinary shares at an issue price
of $0.029 per share, to a number of wholesale investors. The placement raised $68,150 less share
issue costs of $4,578.
On 28 March 2024, immediately prior to the reverse acquisition, 30.72 million fully paid ordinary shares
were issued at $0.025 per share to Excalibur Capital Partners Limited to satisfy $768,000 of debt payable.
A further 15.8 million fully paid ordinary shares were issued at $0.025 per share to directors and former
directors to satisfy $395,000 of accrued and unpaid directors’ fees.
On 28 March 2024 1.8 billion fully paid ordinary shares were issued to the shareholders of
Being Consultants, Send Global and AGE as consideration for the reverse acquisition (notes 2.2 and 23).
All ordinary shares on issue are fully paid, have equal voting rights, and share equally in dividends
and any surplus on winding up.
The Group has entered into a number of non-derivative financial instruments. The Group does not have any
derivative financial instruments (2023: nil).
The carrying values of financial assets and financial liabilities measured at amortised costs are detailed in
the table below. The carrying values of these items approximate their fair value and represent the maximum
exposures for each type of financial instrument.
21
Financial instruments
2 1 .1 Classes and categories of financial instruments
Note 2024
NZ$000
2023
NZ$000
Financial assets at amortised cost
Cash and cash equivalents122,215 3,481
Receivables and other current assets133,987 5,429
Total financial assets 6,202 8,910
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED60
Note 2024
NZ$000
2023
NZ$000
Financial liabilities at amortised cost
Trade payables and other current liabilities1812,994 14,595
Borrowings — current195,897 1,318
Borrowings — non current191 3 ,125
Lease liabilities — current16.2450 424
Lease liabilities — non current16.27, 6 24 2,718
Total financial liabilities 26,966 2 2 ,1 8 0
Financial liabilities at FVTPL
Contingent consideration - non current245,600 —
5,600 —
The contingent consideration financial liability represents the fair value of the outstanding consideration to
be paid for the acquisition of Being Consultants (note 24). The fair value is determined by an independent
valuer. The future contingent consideration payable was calculated using probability adjusted potential
future share prices. The contingent consideration value at various target share prices was combine with
the probability to give a probability weighted value which is then discounted back to the valuation at the
reporting date. Key inputs to the valuation model included:
volatility over a 2 year period of 75% based on a range of small cap ASX and Nasdaq listed IT
and software businesses. The higher the volatility, the higher the fair value. If the volatility was 5%
higher/lower while all other variables were held constant, the carrying amount would increase/
decrease by $280,000;
a discount rate of 22.5% per annum which is based off the mid-point of a range of discount rates
from four international studies into the expected rates of return required by venture capitalist
investors for “Bridge/IPO” funding rounds. The higher the discount, the lower the fair value. If the
discount was 1% higher/lower while all other variables were held constant, the carrying amount would
decrease/increase by $130,000; and
a share price of 2.5 cents at acquisition date. At that date the Company’s shares had been
suspended since 11 December 2023 pending the successful completion of the reversion acquisition
transactions (the suspension was lifted on the first day of NZX trading following the successful
approval of the reverse acquisition transactions). The valuation considered the 2.5 cents share price
•
•
•
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED61
used in all the reverse acquisition related transactions as the best estimate of the current share price
to be used in the valuation. A 1 cent lower current share price (at 1.5 cents instead of 2.5 cents) would
decrease the value of the contingent consideration by $3.2 million (to $2.4 million) while a 1 cent
higher share price (using 3.5 cents as the current price) would increase the value by $3.95 million
(to $9.56 million).
The fair value calculation is considered to be level 3 on the fair value hierarchy because it relies on the key
unobservable inputs noted above.
The contingent consideration is settled through the issue of ordinary shares in the Company if certain share
price targets are achieved (note 24).
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk
and currency risk), credit and liquidity risk. The Group’s overall risk management programme focuses
on the unpredictability of financial markets and seeks to minimise potential adverse effects on its
financial performance.
Risk management is carried out under policies approved by the Board of Directors.
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will
affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control the market risk exposures within acceptable parameters, while
optimising the return on risk.
Interest rate risk is the risk that the fair value of the financial instrument or cash flows associated with the
instrument will fluctuate due to changes in market interest rates.
The Group’s interest rate risk exposure primarily relates to its exposure to variable interest rates on
borrowings. The interest rate risk exposure is currently not material enough to warrant the use of interest
rate swap contracts.
For the year ended 31 March 2024, a 1% variance in the borrowing interest rates throughout the year, with
all other variables remaining constant, would have had a $30,000 impact on the annual interest expense
(for year ended 31 March 2023: $59,000).
21.2 Financial risk management objectives
21.3 Market risk
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED62
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations and arises from cash and cash equivalents, and the Group’s
receivables from customers. The Group’s maximum credit risk is represented by the carrying value of these
financial assets.
The credit risk associated with cash transactions and deposits is managed through the Group’s policies that
limit the use of counterparties to high credit quality financial institutions.
The Group minimises concentrations of credit risk in receivables by undertaking transactions with a large
number of customers. In addition, receivable balances are monitored on an ongoing basis with the objective
that the Group’s exposure to expected credit losses is minimised.
21.4 Credit risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when the
fall due. The Group’s liquidity risk management includes maintaining sufficient cash reserves to meet
future commitments.
The following table provides a maturity analysis of the Group’s remaining contractual cash flows relating
to non-derivative financial liabilities. Contractual cash flows include contractual undiscounted principal
and interest payments. The borrowings contractual cash flows do not include interest payable because
the Group’s ability to repay the loans is flexible and the timing of repayments will impact on the amount of
interest incurred.
21.5 Liquidity risk
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED63
Carrying
amount
Contract–
ual cash
flows
Payable
0-6 months
Payable
6-12 months
Payable
1 -2 years
Payable
2-5 years
Payable
5+ years
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
As at 31 March 2024
Trade and other
payables
12,994 12,994 12,994 ————
Borrowings5,898 5,898 —5,897 1 ——
Lease liability8 , 074 14,883 503 503 1,026 3,020 9,831
26,966 33,775 13,497 6,400 1,027 3,020 9,831
As at 31 March 2023
Trade and other
payables
14,595 14,595 14,595 ————
Borrowings4,443 4,443 4 4 9 1 4,425
Lease liability3 ,142 3,719 282 282 570 1 , 74 9 837
2 2 ,1 8 0 22,757 14,881 286 579 1,750 5,262
The Group manages its capital to ensure that entities in the Group will be able to continue as a going
concern while maximising the return to shareholders through the optimisation of debt and equity.
The capital structure of the Group consists of equity, comprising issued capital and retained earnings, and
debt. The Group reviews the capital structure on a regular basis to ensure that entities in the Group are able
to continue as going concerns and to fund its growth strategy.
21.6 Capital risk management
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED64
22
Subsidiaries
Name of subsidiaryPrincipal activity20242023
Being Consultants LimitedProfessional services100%—
Being Ventures LimitedInvestment100%—
Being Labs LimitedDevelopment of AI initiatives100%—
Send Global LimitedCourier, business mail & logistics services100%
1
New Zealand Mail LimitedCourier, business mail & logistics services100%100%
Send New Zealand LimitedCourier, business mail & logistics services100%100%
Filecorp NZ LimitedFiling solutions100%100%
G3 Property Holdings LimitedProperty management100%100%
Pete's Post LimitedNon trading100%100%
Send Group LimitedNon trading100%100%
AGE LimitedEducation100%
2
1
Send Global Limited was the holding company for the group prior to the
reverse acquisition (refer note 2.2).
2
In the comparative period, AGE Limited and Send Global Limited were
ultimately controlled by the same entity.
All subsidiaries are domiciled in New Zealand and have a balance date of 31 March.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED65
23
Listing expense — share-based payment
Refer to note 2.2 and note 4.1 for details of the reverse acquisition.
The financial impact of the reverse acquisition of Being AI Limited (formerly Ascension Capital Limited)
and the resulting share-based payment, is summarised as follows:
The fair value of the consideration of $1.631 million is calculated with reference to the total
shareholding percentage of pre-reverse acquisition shareholders, with the ordinary shares at the date
of the reverse acquisition being valued at $0.025 per share. The difference between the consideration
and net liabilities acquired is accounted for as a share-based payment of $1.693 million and included in
the net loss for the year.
NZ$000
The share based payment on acquisition was
Consideration1,631
Fair value of net liabilities acquired (see below)62
Share based payment on acquisition1,693
Net assets / (liabilities) acquired
Cash and cash equivalents17
Trade receivables and other current assets38
Term deposit22
Trade and other payables(51)
Borrowings(88)
Net liabilities acquired(62)
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED66
24
Business acquisition
On 28 March 2024 the Company acquired 100% of the issued share capital of Being Consultants and its
100% owned subsidiaries, Being Labs Limited and Being Ventures Limited.
The Company paid an initial $5 million to acquire the shares in Being Consultants plus contingent
consideration with an assessed fair value at acquisition date of $5.6 million.
The initial $5 million consideration was satisfied through the issue of 200 million fully paid ordinary shares
in that Company at an issue price of $0.025 per share.
The purchase price is based on the Board’s evaluation of the expertise and personnel assembled by
Being Consultants, and Being Consultants’ potential to generate revenue and capital growth from
developing its proprietary technology and investing in technology-focused business opportunities.
The earn-in mechanism was developed to reward the vendor of Being Consultants for the increase in
share value of the Company that would largely be attributable to performance post completion of the
reverse acquisition.
Being Consultants has an experienced executive team capable of advancing the Being Consultants,
Being Labs and Being Ventures initiatives. The growth and investment opportunities for Being Consultants,
Being Ventures and Being Labs represent a genuine opportunity for the Company post-restructure given
the dynamic nature of the AI and technology sectors.
The contingent consideration is subject to the Company achieving certain share price milestones
post-acquisition as detailed below.
24 .1 Being Consultants Limited
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED67
The Company does not have a right to claw back any Earn-In Shares issued if the share price
subsequently drops below the applicable share price milestone following the relevant calculation date.
The relevant share price milestone calculation will take place at a time of the vendor’s choosing after
the relevant calculation date shown in the table.
The provisional amounts recognised in respect of the identifiable assets acquired and liabilities assumed
are as set out in the table below.
MilestoneCalculation DateShare price
milestone
Adjustment of Being Consultants
Purchase Price
1Not earlier than 9 months
from completion
$0.04 – 0.05A further 373,331,200 of the Company’s shares
will be issued up to a maximum of 466,664,000
shares if any 90 day VWAP exceeds $0.05
2Not earlier than 18 months
from completion
$0.08 – 0.10A further 373,331,200 of the Company’s shares
will be issued up to a maximum of 466,664,000
shares if any 90 day VWAP exceeds $0.10
3Between 24 and 36 months
from completion.
$0.12 – 0.15A further 373,331,200 of the Company’s shares
will be issued up to a maximum of 466,664,000
shares if any 90 day VWAP exceeds $0.15
4Not later than 36 months
from completion
$0.30 A further 1,399,992,000 of the Company’s shares
less any adjustments of the Being Consultants
Purchase Price achieved under milestones 1 to 3
if any 6 month VWAP exceeds $0.30 during the 36
months post-acquisition.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED68
28 March 2024
NZ$000
Net assets acquired at fair value
Cash 5
Other receivables15
Intangible assets36
Borrowings(382)
Trade and other payables(36)
Net assets acquired(362)
Goodwill10,962
Total consideration10,600
Satisfied by
Issue of ordinary shares5,000
Contingent consideration liability5,600
Total consideration10,600
At the reporting date the $5.6 million contingent consideration was recognised as a non-current
financial liability at FVTPL in the Consolidated Statement of Financial Position (2023: nil).
As the acquisition date was 28 March 2024, the Being Consultants group did not contribute any revenue or
expenses to the Group’s profit for the period between the date of acquisition and the reporting date. The
Being Consultants group was incorporated in October 2023 and had not generated any income up to the
reporting date. If the Being Consultants group had been acquired at the date of its incorporation,
the Group’s net profit before tax for the year to 31 March 2024 would have reduced by $362,000.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED69
25
Reconciliation of profit or loss after taxation with cash flow
from operating activities
2024
NZ$000
2023
NZ$000
Net loss after taxation(1,069)1,719
Adjustments for
Depreciation on property, plant and equipment246 308
Depreciation on right of use assets491 340
Amortisation of intangible assets327 328
Finance income (98)(78)
Interest paid on borrowings1 74 654
Interest paid on lease liabilities145 103
Interest paid on related party borrowings298 —
Gain on disposal of assets(1)(1 ,132)
Movement in deferred tax11 18
Share-based payments1,693 —
Income tax paid—(243)
Income tax expense—150
Other non cash adjustments—(4)
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED70
Movements in working capital
(Increase) / decrease in receivables and other current assets1,421 (592)
(Increase) / decrease in inventory5,092 866
Increase / (decrease) in trade payables and other current liabilities(1,506)2,610
Movement in other current liabilities related to financing activities(6,581)—
Increase / (decrease) in student bonds70 80
Increase / (decrease) in non current payables—31
(Increase) / decrease in tax benefit758 —
Movement in working capital due to reverse listing transaction(33)—
Net cash received from operating activities1,438 5,158
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED71
26
Reconciliation of liabilities arising from financing activities
2024
NZ$000
2023
NZ$000
Borrowings
At 1 April4,443 1 2 ,14 3
Cash
Proceeds from borrowings8,299 5,030
Interest paid on borrowings(375)(655)
Borrowings on acquisition of subsidiary382 —
Borrowings on reverse listing transaction88 —
Payment of principal on borrowings( 7, 5 4 5 )(12,957)
Non-cash
Interest accrued on borrowings606 882
At 31 March5,898 4,443
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED72
2024
NZ$000
2023
NZ$000
Lease liabilities
At 1 April3 ,141 3,439
Cash
Payment of lease liabilities principal(420)(297)
Interest paid on lease liabilities(144)(103)
Non-cash
Lease liabilities recognised5,276 —
Lease modifications75 —
Interest on lease liabilities146 103
At 31 March8 ,074 3 ,142
27
Related parties
The directors of the Company are Sean Joyce (Chair), David McDonald (CEO), Katherine Allsopp-Smith,
Evan Christian (as alternate director for Katherine), Roger Gower and Joe Jensen.
Key management personnel are the Directors, the Chief Executive Officer and members of
the executive leadership team.
Key management personnel compensation is set out below.
2 7.1 Directors
2 7. 2 Key management personnel compensation
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED73
2024
NZ$000
2023
NZ$000
Short term benefits — directors——
Short term benefits — key management employees1 , 74 0 1,857
1 ,74 0 1,857
In 2024 the Group had the following transactions with related parties:
2 7. 3 Related party transactions and balances
Sean Joyce (Chair and executive director)
David McDonald (CEO and executive director)
Sean Joyce is the sole director and shareholder of Excalibur Capital Partners Limited (‘Excalibur’).
Excalibur is a substantial product holder of Being AI.
In December 2023 the Group provided a loan of $2,000,000 to Excalibur to acquire shares in AGE Limited.
The $2,000,000 is recognised as a related party loan receivable in the Consolidated Statement of Financial
Position at the reporting date (2023: nil). The loan has a five year term, is interest free and is secured over
the shares held by Excalibur.
Excalibur held 13% of the shares in AGE at the date of the reverse acquisition. As part of the reverse
acquisition, Excalibur received 80,000,000 ordinary shares in Being AI in exchange for its shareholding
in AGE.
At the date of the reverse acquisition, Being AI owed $768,000 to Excalibur. 30,720,000 ordinary shares
in Being AI were issued to Excalibur to settle this debt as part of the reverse acquisition transactions.
At the date of the reverse acquisition, Being AI owed $75,000 to Sean Joyce in directors fees.
This outstanding balance was settled through the issue of 3,000,000 ordinary shares in Being AI.
2384 Limited Partnership (‘2384 LP’), an entity controlled by David McDonald, held 100% of the shares
in Being Consultants prior to the reverse acquisition. As part of the reverse acquisition, 2384 LP received
200,000,000 ordinary shares in Being AI plus an entitlement to the contingent consideration detailed in
note 24, in exchange for its shareholding in Being Consultants. The $5.6 million contingent consideration
liability at the reporting date is due to 2384 LP on the achievement of the milestones detailed in note 24.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED74
Katherine Allsopp-Smith (non-executive director)
and Evan Christian (non-executive alternate director)
Roger Gower (independent director)
2061 Limited Partnership (‘2061 LP’), an entity controlled by Katherine Allsopp-Smith and Evan Christian,
held 100% of the shares in Send Global and 87% of the shares in AGE prior to the reverse acquisition. As
part of the reverse acquisition, 2016 LP received 1,520,000,000 ordinary shares in Being AI in exchange for
its shareholding in Send Global and AGE. 2061 LP is the majority shareholder of Being AI.
The Group had $6,616,000 payable to 2016 LP at the reporting date which related to distributions made
during the year (2023: $nil). This payable was settled in April 2024 (note 31.2).
During the year the Group paid $400,000 to 2061 LP for management services provided during 2024 and
2023 (2023: $200,000 for management services provided during 2022).
At the reporting date the Group had a related party loans of $5,648,000 from Wilshire Treasury Limited.
Wilshire Treasury Limited is 100% owned by the Christian Family Trust Limited which is controlled by
Katherine Allsopp-Smith and Evan Christian. Evan Christian is the sole director of Wilshire Treasury Limited.
The Group was charged $298,164 in interest by Wilshire Treasury Limited in 2024 (2023: $423,669).
The loan agreement between Wilshire Treasury Limited and AGE allows Wilshire Treasury Limited to use the
assets of AGE as security for its banking facility.
The Group has a loan of $240,000 payable to the Te Turanga Ukaipo Charitable Trust (note 19.1)
(2023: $240,000). Katherine Allsopp-Smith and Evan Christian are trustees of the Te Turanga Ukaipo
Charitable Trust. Te Turanga Ukaipo Charitable Trust is a substantial shareholder of Being AI. No interest
is charged on this loan.
At 31 March 2023 the Group had related party payables included in trade and other payables of $346,000
due to Wilshire Holdings Limited and $70,000 due to St Johns Trust Limited. St Johns Trust Limited is a
wholly owned subsidiary of Wilshire Holdings Limited. Wilshire Holdings Limited is a wholly owned subsidiary
of Christian Family Trust Limited.
At the date of the reverse acquisition, Being AI owed $75,000 to Roger Gower in directors fees.
This outstanding balance was settled through the issue of 3,000,000 ordinary shares in Being AI.
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED75
28
Adoption of NZ IFRS
These are the first consolidated financial statements prepared by the Group and incorporate the financial
results of AGE which have been prepared in accordance with NZ IFRS for the first time.
For the purposes of these consolidated financial statements, the date of AGE’s transition to NZ IFRS
is 1 April 2022. The Group prepared its opening NZ IFRS Consolidated Statement of Financial Position at
that date. The key changes on adoption of NZ IFRS are as follows:
The reconciliation below provides a quantification of the effect of the transition to NZ IFRS showing the
impact to total equity at both the current reporting date and at the date of transition.
Adoption of NZ IAS 12 Income taxes
Adoption of NZ IFRS 16 Leases
Designation of financial assets and liabilities
AGE adopted NZ IAS 12 for the first time. Previously the taxation expense was based upon the
taxation payable. Following the adoption of NZ IAS 12, AGE has recognised deferred tax. A deferred
tax liability of $46,000 was recognised at 1 April 2022.
AGE adopted NZ IFRS 16 for the first time. The Group has elected to record a right-of-use asset and
the corresponding lease liability as if IFRS 16 had been applied from the commencement of the lease.
A right-of-use asset of $1,815,000 and lease obligations of $1,848,000 were recorded as at 1 April
2022, with a net impact on retained earnings of $33,000. When measuring lease liabilities, the
Group discounted the remaining lease payments using its incremental borrowing rate at 1 April 2022.
The rate applied is 3.02%.
All AGE’s financial assets and liabilities are classified at amortised cost.
a.
b.
c.
28 .1 Reconciliations between NZ IFRS and Special Purpose Framework
31 March 2024
NZ$000
1 April 2022
NZ$000
Total equity including previous SPF financial reporting3,992 3,957
Additional tax expense on recognition of deferred tax(72)(46)
Recognition of leases per IFRS 16 — reduction in rental expense,
and increase in interest expense and ROU asset depreciation
(75)(33)
Total equity per NZ IFRS compliant reporting3,845 3,878
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED76
The Group has provided an unconditional bank guarantee for $780,000 (2023: $780,000), to secure the
payment of charges from New Zealand Post in respect of certain mail services.
There are no contingent liabilities as at 31 March 2024 other than noted above or disclosed elsewhere in
these financial statements (2023: nil).
30
Commitments
29
Contingent liabilities
31
Events subsequent to reporting date
There were no commitments for capital expenditure at the reporting date (2023: nil).
On 12 April 2024 AGE acquired the education business assets of Villa Education Trust (VET) which comprise:
The acquisition supports the Company to expand the Being Education division, and to actively integrate
advanced technologies into Being’s online and traditional school environments.
The total purchase price for the acquisition was $200,000.
The provisional amounts recognised in respect of the identifiable assets acquired and liabilities assumed
are as set out in the table below.
31 .1 Business acquisition
the Mt Hobson Academy, an online learning platform that provides quality teaching and learning,
positive learning focused relationships and an engaging Project Based Curriculum for Years 1-10 and
follows the National Certificate of Educational Achievement (NCEA) pathway for Years 11-13;
the rights to manage two Special Character Schools, one located in West Auckland, and one
in South Auckland;
the informal management arrangements in respect of the Mt Hobson campus located in Kaitaia; and
the intellectual property rights of the project-based curriculum owned by VET.
•
•
•
•
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED77
12 April 2024
NZ$000
Net assets acquired at fair value (provisional)
Property, plant and equipment5
Intangible assets195
Net assets acquired200
Satisfied by
Cash200
Total consideration200
The initial accounting for the acquisition has only been provisionally determined at the date of approval of
these consolidated financial statements. The acquisition accounting is expected to be finalised by the next
reporting date and this may impact the fair value of net assets acquired. Potentially of most impact is the
recognition of identifiable intangible assets.
The cash paid for the acquisition was funded from available cash balances.
On 3 April 2024 Send Global Limited and New Zealand Mail Limited entered into a new facility
agreement with ANZ Bank. The new agreement provides:
The ANZ loans represent an increase of the aggregate ANZ facilities by $7 million. These loans provide
the Company with facilities to fund working capital requirements of the Group, and retire historic
indebtedness owed by the acquired entities to previous shareholders and their associated interests.
The loans are not fully drawn as at the date of approval of these financial statements.
31.2 ANZ loan and repayment of related party debt
a $2 million commercial flexi facility which is repayable on demand;
a $6 million term facility which has a three year term; and
two financial guarantee facilities totaling $975,596.
•
•
•
CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED78
On 8 June 2024 Being AI entered into agreements to coinvest in a new AI startup, Tymestack.ai Pty Limited
(‘Tymestack’), an Australian company headquartered in Melbourne, Australia. Tymestack offers a unique
approach to an AI-driven price optimisation engine that reduces and even eliminates gross margin losses
in retail price markdowns while simultaneously accelerating sales and reducing waste.
Being AI has subscribed for new shares in Tymestack, representing 50% of the total shares on issue.
The aggregate cost of the investment, and total issue price for the shares, is AUD$1.5 million.
The consideration for the investment will be settled over time by Being AI contributing a combination
of cash and providing supporting services to Tymestack as the new business requires.
On 28 May 2024 the Company issued 42.37 million share options to acquire ordinary shares in the
Company in accordance with the employee share option plan.
Subject to continued employment, option holders will be able to exercise one fifth of the options
granted to them on each anniversary of the date of issue for five consecutive years. The exercise period
for all vested options expires five years after the relevant vesting date.
The exercise price for 36.07 million options is $0.025, and the exercise price for the remaining
6.3 million options is $0.09.
31.4 Investment in Tymestack.ai Pty Limited
31.3 Share options
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
Being AI Limited
Report on the audit of the consolidated financial statements
Our qualified opinion on the consolidated financial statements
In our opinion, except for the possible effects of the matters described in the Basis for Qualified Opinion
section of our report, the accompanying consolidated financial statements of Being AI 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 profit or loss and other 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 Qualified Opinion
The consolidated statement of financial position at 31 March 2024 discloses goodwill of $10.962m relating
to the purchase of Being Consultants Limited (and group) and contingent consideration relating to this
purchase of $5.6m. The calculation of the deferred consideration and the assessment of goodwill
impairment involves a number of subjective assumptions relating to the future performance of Being
Consultants Limited and the resulting impact of this performance on the share price of the Group. We have
been unable to obtain sufficient appropriate audit evidence to provide assurance over these assumptions
due to their subjective nature. We are therefore unable to express an opinion as to whether the recorded
carrying value of the goodwill of $10.962m and contingent consideration of $5.6m recognised by the Group
and relating to the purchase of Being Consultants Limited in the year ended 31 March 2024 are materially
correct and whether any adjustments to these amounts were necessary.
INDEPENDENT AUDITOR’S REPORT • WILLIAM BUCK80
Page | 80
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 the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our qualified opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, Being AI Limited or any of
its subsidiaries.
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.
We have determined the matters described below to be the key audit matters to be determined in our
report.
Area of focus How our audit addressed it
Accounting for reverse listing transaction
The shareholder of Being AI Limited (formerly Ascension
Capital Limited) approved a reverse listing transaction
which is described in the financial statements and
involved Being AI Limited and entities AGE Limited,
Send Global Ltd and subsidiaries, and Being
Consultants Ltd and subsidiaries.
The accounting for this transaction is complex and has a
material impact on the current and prior year balances
and as such we have given specific audit focus and
attention to this area.
Our audit procedures included:
- Reviewing the Reverse Listing Agreement approved by
shareholders;
- Reviewing the company’s accounting paper on the proposed
treatment of the transaction and the external expert opinion
obtained by the company on this process;
- Assessing the relevant accounting standards and guidance
and determining our view of the proposed accounting for the
transaction;
- Ensured appropriate disclosure has been included in the
financial statements
Inventory
The Group holds inventory of finished goods with a net
book value of $1.217m as disclosed in Note 14. The
valuation of these assets has a direct impact on the
Comprehensive Income of the Group which is the
reason why we have given specific audit focus and
attention to this area.
Our audit procedures included:
- Understanding the system of processing inventory
transactions
- Attended physical inventory counts on or around balance
date
- Completed detailed substantive testing of the costing of
inventory
INDEPENDENT AUDITOR’S REPORT • WILLIAM BUCK81
Page | 81
Area of focus How our audit addressed it
- Tested that inventory at the reporting date is stated at the
lower of Cost or Net Realisable Value by testing a selection
of inventory items to the most recent sales price less costs to
sell
- Assessing the appropriateness of the Group’s provision for
inventory based on sales history and the Group’s forecasts
and considering the level of sales in the period between the
reporting date and the time of approving the financial
statements
- Ensured appropriate disclosure has been included in the
financial statements
Intangible Assets
The Group holds intangible assets with a net book value
of $16.981m as disclosed in Note 17. The valuation of
these assets has a direct impact on the Comprehensive
Income of the Group which is the reason why we have
given specific audit focus and attention to this area.
Our audit procedures included:
- Understanding the breakdown of the balances and reviewing
the original documentation and calculations that produced
the balances;
- Assessed the accounting treatment of the balances including
the allocation of the intangible assets to the relevant cash
generating units;
- Performed a review of the impairment assessment
performed by management and assessed the assumptions
and components;
- Ensured appropriate disclosure has been included in the
financial statements
Other Matters
The financial statements of the parent entity Being AI Limited (formerly Ascension Capital Limited) for the
year ended 31 March 2023 were audited by BDO Wellington, who expressed an unmodified opinion with a
material uncertainty on going concern on those financial statements on 17 May 2023.
The financial statements of subsidiary Send Global Limited and group (formerly G3 Group Limited) for the
year ended 31 March 2023 were audited by BDO Auckland, who expressed a modified opinion on those
consolidated financial statements on 6 December 2023. The modification related to BDO Auckland’s
inability to verify inventory quantities at the commencement of the financial year.
INDEPENDENT AUDITOR’S REPORT • WILLIAM BUCK82
Page | 82
Other information
The directors are responsible for the other information. The other information comprises the Letter from the
Chair and CEO, Shareholder and Statutory Information, Corporate governance statement, and Directory,
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.
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.
INDEPENDENT AUDITOR’S REPORT • WILLIAM BUCK83
Page | 83
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
SHAREHOLDER & STATUTORY INFORMATION • BEING AI LIMITED84
Shareholder
and Statutory Information
for the year ended 31 March 2024
The Group’s shares are quoted on the NZX Main Board. As at 11 June 2024, the Company had 1,868,018,828
ordinary shares on issue (31 March 2024: 1,868,018,828 ordinary shares).
Details of the distribution of ordinary shares amongst shareholders as at 11 June 2024 are set out below.
Number of Security HoldersNumber of Securities
Size of HoldingNumber%Number%
1-999
524 60.37%68,611 0.00%
1,000-4,999126 14.52%270,513 0.01%
5,000-9,99954 6.22%331,401 0.02%
10,000-99,999122 14.06%3,246,199 0.17 %
100,000 - 499,99924 2.76%5 ,682 ,167 0.30%
500,000 or more18 2.07%1 , 858 ,419, 937 99.49%
868 100.00%1,868,018,828 100.00%
Stock exchange listing
Distribution of security holders
SHAREHOLDER & STATUTORY INFORMATION • BEING AI LIMITED85
The 20 largest shareholdings as at 11 June 2024 are provided in the table below.
20 largest shareholdings
Name
Number
of shares held
%
of shares held
2061 Limited Partnership1,270,000,000 6 7. 9 9 %
Te Turanga Ukaipo Charitable Trust250,000,000 13.38%
2384 Limited Partnership200,000,000 10.71%
Excalibur Capital Partners Limited96,000,000 5 .14%
Michael Joyce14,656,412 0.78%
New Zealand Depository Nominee Limited 6 , 2 18 ,102 0.33%
Jackson & Associates Limited4,000,000 0.21%
Johannes Lodewikus Cilliers4,000,000 0.21%
Arno Investments Limited3,000,000 0.16 %
Trinity Portfolio Limited2,600,000 0.14%
Betalert Limited2 ,410,722 0.13%
Russell Graham Roberts1 , 4 40,159 0.08%
Ilakolako Investments Limited1,044,350 0.06%
Li Da Yang666,660 0.04%
Grant James Paterson & Joanne Therese Paterson630,192 0.03%
David Mitchell Odlin620,000 0.03%
Beconwood Superannuation Pty Limited600,000 0.03%
Chao Wang533,340 0.03%
Stuart Macintosh431,586 0.02%
David Ernest Bell400,000 0.02%
SHAREHOLDER & STATUTORY INFORMATION • BEING AI LIMITED86
As at 31 March 2024 the following persons are substantial product holders according to the Group’s records
and disclosure under the Financial Markets Conduct Act 2013.
The names of the Directors holding office during the year are:
Substantial product holders
Directors
Name
Number
of shares held
%
of shares held
2061 LP, Christian Family Trust Limited and E K Trust Limited1,270,000,000 6 7. 9 9 %
Te Turanga Ukaipo Charitable Trust250,000,000 13.38%
2384 LP200,000,000 10.71%
Excalibur Capital Partners Limited96,000,000 5 .14%
NameOffice heldDate
Sean Joyce (Chair)Executive director(initially appointed July 2020)
David McDonald (CEO)Executive director(commenced 28 March 2024)
Katherine Allsopp-SmithExecutive director(commenced 28 March 2024)
Evan ChristianExecutive director.
Alternate to K Allsopp-Smith
(commenced 28 March 2024)
John Cilliers(ceased 28 March 2024)
Roger GowerIndependent director(initially appointed July 2020)
Keith Jackson (ceased 28 March 2024)
Joe JensenIndependent director(commenced 28 March 2024)
SHAREHOLDER & STATUTORY INFORMATION • BEING AI LIMITED87
The directors of the Group subsidiaries during the year are:
Name of subsidiaryDirectors
Being Consultants LimitedDavid McDonald
Being Ventures LimitedDavid McDonald
Being Labs LimitedDavid McDonald
Send Global LimitedPaul Forno and Evan Christian
New Zealand Mail LimitedMike Dunshea and Paul Forno
Send New Zealand LimitedPaul Forno
Filecorp NZ LimitedMike Dunshea and Paul Forno
G3 Property Holdings LimitedMike Dunshea and Paul Forno
Pete's Post LimitedPaul Forno
Send Group LimitedEvan Christian and Paul Forno
AGE LimitedKatherine Allsop-Smith and Evan Christian
SHAREHOLDER & STATUTORY INFORMATION • BEING AI LIMITED88
Directors’ remuneration
Directors
fees
1
Settlement
of payable
relating to
prior years
1
Employee
remuneration
Consulting
fees
Management
fees
2
NZ$000NZ$000NZ$000NZ$000NZ$000
Directors of Being AI Limited
Katherine Allsopp-Smith—————
Evan Christian—————
John Cilliers20 80 ———
Roger Gower20 55 ———
Keith Jackson20 80 ———
Joe Jensen—————
Sean Joyce20 55 —115 —
David McDonald—————
Former Director of Being AI Limited
Joseph van Wijk—45 ———
Directors of Send Global Limited
Evan Christian————200
Paul Forno——388 ——
Directors of AGE Limited
Katherine Allsopp-Smith
& Evan Christian
— — — —200
1
Directors fees were paid to the Being AI Limited's Directors prior to the reverse
acquisition and are therefore not included in the financial statements of the Group.
2
Management fees were paid to an entity associated with Katherine Allsopp-Smith
and Evan Christian which included compensation for the provision of their services.
SHAREHOLDER & STATUTORY INFORMATION • BEING AI LIMITED89
David McDonald, the CEO, receives an annual salary of $415,000. David receives no other remuneration
of benefits in his role as CEO.
Chief Executive Officer’s (‘CEO’s’) remuneration
The number of employees, not being directors disclosed in the Directors’ renumeration section above,
within the Group who received annual remuneration and benefits above $100,000 are:
Employee remuneration
RemunerationNumber
$100,000 – $109,9994
$110,000 – $119,9994
$150,000 – $159,9991
$170,000 – $179,9991
$240,000 – $249,9991
$260,000 – $269,0001
SHAREHOLDER & STATUTORY INFORMATION • BEING AI LIMITED90
The following entries were made in the interest register during the year ended 31 March 2024:
The directors provided the following disclosure of entities in which, due to the nature of their relationship,
may be related parties to the Group, and transactions in which they have an interest.
Interests register
Katherine Allsopp-SmithNature of InterestFinancial Interest
2061 LPDirector & shareholderOwnership
Wilshire Treasury LimitedShareholderOwnership
Wilshire Holdings Limited ShareholderOwnership
Evan ChristianNature of InterestFinancial Interest
2061 LPDirector & shareholderOwnership
Wilshire Treasury LimitedDirector & shareholderOwnership
Wilshire Holdings Limited Director & shareholderOwnership
Wilshire Treasury Limited entered into a $5 million loan facility (as lender) with
Being Consultants Limited (as borrower).
On 28 March 2024 interests associated with Katherine Allsopp-Smith sold shares in
Send Global Limited and AGE Limited to the Company in consideration for the issue of 1.52 billion
new ordinary fully paid shares in the Company (in aggregate across the various entities associated
with Katherine Allsopp-Smith’s family interests).
Wilshire Holdings Limited entered into a lease (as lessor) of the premises on Lake Road from which
AGE School operates, with AGE Limited (as tenant).
There are various loans from the Wilshire group that existed prior to the reverse acquisition
transactions that are recorded in the Company’s financial statements.
2061 LP holds first right of refusal to acquire the BAI education group.
Katherine Allsopp-Smith receives a salary of $125,000 per annum for the provision
of executive management services.
i.
ii.
iii.
iv.
v.
vi.
SHAREHOLDER & STATUTORY INFORMATION • BEING AI LIMITED91
Wilshire Treasury Limited entered into a $5 million loan facility (as lender) with
Being Consultants Limited (as borrower).
Roger Gower receives directors fees of $65,000 per annum.
On 28 March 2024 interests associated with Evan Christian sold shares in Send Global Limited
and AGE Limited to the Company in consideration for the issue of 1.52 billion new ordinary fully paid
shares in the Company (in aggregate across the various entities associated with Evan Christian’s
family interests).
At the date of the reverse acquisition, the Company owed $75,000 to Roger Gower in
directors fees. This outstanding balance was settled through the issue of 3,000,000 ordinary shares
in the Company.
Wilshire Holdings Limited entered into a lease (as lessor) of the premises on Lake Road from which
AGE School operates, with AGE Limited (as tenant).
There are various loans from the Wilshire group that existed prior to the reverse acquisition
transactions that are recorded in the Company’s financial statements.
2061 LP holds first right of refusal to acquire the BAI education group.
Evan Christian receives a salary of $125,000 per annum for the provision of
executive management services.
i.
i.
ii.
ii.
iii.
iv.
v.
vi.
Roger GowerNature of InterestFinancial Interest
Roger Gower & Associates Limited Director & shareholderOwnership
WasteCo Group LimitedDirector & shareholderDirectors' fees
PrimePort Timaru LimitedDirectorDirectors' fees
IntoWork Australia LimitedDirectorDirectors' fees
IntoWork New Zealand Limited Director Directors' fees
Me Today Limited Director & shareholderDirectors' fees
Being AI Limited Director & shareholderDirectors' fees
New Zealand Food Innovation
Auckland Limited
Director Directors' fees
SHAREHOLDER & STATUTORY INFORMATION • BEING AI LIMITED92
David McDonaldNature of InterestFinancial Interest
2384 LPDirector & shareholderOwnership
Futureverse Holdings LimitedShareholderShare ownership
DCG McDonald LimitedDirector & shareholderOwnership
BIMU LimitedDirector & shareholderOwnership
TrackBack LimitedDirector & shareholderShare ownership
On 28 March 2024 2384 LP, an entity owned and controlled by David McDonald, sold 100% of
the shares in Being Consulting Limited to the Company in consideration for the issue of 200 million
new ordinary fully paid shares in the Company and a right to the receive up to an additional 1.4 billion
new ordinary shares in the Company subject to the achievement of certain share price milestones.
Joe Jensen receives directors fees of $65,000 per annum.
David McDonald receives an annual salary of $415,000 per annum in his role as
Chief Executive Officer.
i.
i.
ii.
Joe JensenNature of InterestFinancial Interest
Being AI LimitedDirectorDirectors' fees
SHAREHOLDER & STATUTORY INFORMATION • BEING AI LIMITED93
Sean JoyceNature of InterestFinancial Interest
Excalibur Capital Partners LimitedDirector & shareholderOwnership
Connemara Capital Trust LimitedDirector & shareholderOwnership
Excalibur Capital Partners Limited (‘Excalibur’) which is owned and controlled by Sean Joyce, sold
shares in AGE Limited to BAI as part of the reverse acquisition transaction, and received shares in BAI
in consideration for the sale of those shares.
Excalibur holds 96,000,000 shares in BAI.
Excalibur owes Send Global Limited $2,000,000 pursuant to a loan agreement.
Connemara Capital Trust Limited, a consulting company owned and controlled by Sean Joyce,
receives an annual remuneration of $250,000 per annum for the provision of services by Connemara
Capital Trust Limited and Sean Joyce to the Company as Director of Acquisitions and Capital.
At the date of the reverse acquisition, the Company owed $75,000 to Sean Joyce in directors fees.
This outstanding balance was settled through the issue of 3,000,000 ordinary shares in
the Company.
i.
ii.
iii.
iv.
v.
As at 31 March 2024 the directors of the Group held the following relevant interests in equity securities
issued by the Company.
Directors’ relevant interest in equity securities
NameOrdinary Shares
Katherine Allsopp-Smith1,520,000,000
Evan Christian1,520,000,000
Roger Gower3,000,000
Joe Jensen—
Sean Joyce96,000,000
David McDonald200,000,000
SHAREHOLDER & STATUTORY INFORMATION • BEING AI LIMITED94
No donations were made by the Group during the year.
William Buck is the auditor for the Group. Audit fees due and payable to the auditor for the year
ended 31 March 2024 were $85,000.
On 19 March 2024 the Company was granted a waiver by NZ RegCo from NZX Listing Rule 4.2.2 for
the prospective issue of up to a maximum of 1,399,922,000 fully paid ordinary shares in Being AI Limited
to 2384 LP, an entity associated with David McDonald, pursuant to an “earn-in” mechanism on the
following conditions (which have been satisfied):
Donations
Auditor
NZX Waivers
the directors of Being AI not interested in the share issue to 2384 LP (being Katherine Allsopp-Smith,
Sean Joyce, Joe Jensen and Roger Gower) certifying to NZ RegCo, that in the opinion of each of
the non-interested directors, the share issue to 2384 LP is in the best interests of, and is fair and
reasonable to, Being AI and all shareholders not associated with the share issue to 2384 LP; and
the directors of the Being AI certifying to NZ RegCo that the share issue to 2384 pursuant
to the “earn-in” mechanism will occur no later than 36 months from 28 March 2024 (being
the date of completion of Being AI’s acquisition of AGE Limited, Send Global Limited and
Being Consultants Limited).
1.
2.
In accordance with NZ RegCo’s usual practice for reverse listing transactions, NZ RegCo suspended the
Company’s shares from trading in the period from 11 December 2023 until 2 April 2024, the first trading day
after completion of the reverse listing transaction.
Ordinarily NZX Listing Rule 4.2.2 would require shares to be issued within 12 months
of shareholder approval.
Exercise of NZ RegCo’s powers
CORPORATE GOVERNANCE STATEMENT • BEING AI LIMITED95
Corporate governance
statement
for the year ended 31 March 2024
The Board is committed to achieving best-practice corporate governance and the highest ethical behaviour
across its directors. The governance principles adopted by the Board are designed to achieve these goals.
The full content of the Company’s Governance Code and related polices and charters, can be found on the
Company’s website (‘Website’).
This statement is a summary of the Corporate Governance arrangements approved and observed by the
Board as at 31 March 2024.
The Board has documented a code of ethics, which can be found on the Website. The Code of Ethics
details the standards of ethical behaviour on which the directors and employees of the Company and its
subsidiaries (‘the Group’) are required to conduct their professional lives.
The objective of the Board is to enhance shareholder value by directing the Company in accordance with
sound governance principles. The Board assumes the following primary responsibilities:
A formal Governance Code, which can be found on the Website, has been adopted by the Board
and further outlines directors’ responsibilities.
The Board internally evaluates its performance and continues to assess the size, diversity and skills
of the Board.
Code of ethics
Role of the board
formulation and approval of the strategic direction, objectives and goals of the Company;
monitoring the financial performance of the Company, including approval of the Company’s
financial statements;
ensuring that adequate internal control systems and procedures exist and that compliance with
these systems and procedures is maintained;
review of performance and remuneration of directors and executive officers; and
establishment and maintenance of appropriate ethical standards for the Company to operate by.
•
•
•
•
•
CORPORATE GOVERNANCE STATEMENT • BEING AI LIMITED96
In accordance with the Company’s constitution and the NZX Listing Rules, the Board will comprise not less
than three directors. The Board will be comprised of a mix of persons with complementary skills appropriate
to the Company’s objectives and strategies. The Board must include not less than two persons who are
deemed to be independent.
As set out above, Roger Gower and Joe Jensen are considered by the Board to be independent
directors, as defined under the NZX Listing Rules, as at 31 March 2024. This determination has been made
on the basis that neither Mr Gower or Mr Jensen are employees of the Group, nor do they have
any ‘Disqualifying Relationship’ as that term is defined in the Listing Rules.
The Board considers that, although it does not have a majority of independent Board members, it has
the right balance for the current size and structure of the Company. The Board will continue to reassess this
going forward to ensure that the balance of Board members remains appropriate for the Company’s needs.
While the Chair of the Board is not independent, the Board considers that the current Chair is appropriate
at this time due to the level of expertise that he brings in relation to the matters that are the Company’s
current focus. The Chair and the CEO are not the same.
Information about each of the directors is included in this Annual Report.
Board composition
Being AI’s Board currently comprises the following directors
Sean JoyceExecutive directorChairperson
David McDonaldExecutive directorChief Executive Officer
Katherine Allsopp-SmithExecutive director
Evan ChristianExecutive directorAs an alternate for K Allsopp-Smith
Roger GowerIndependent director
Joe JensenIndependent director
CORPORATE GOVERNANCE STATEMENT • BEING AI LIMITED97
Prior to the reverse listing transaction on 28 March 2024 the Company was non-trading and the key
focus of the Board was identifying a suitable business opportunity to invest in and/or acquire through a
reverse takeover transaction. Since 28 March 2024, following completion of the reverse listing and with the
appointment of new Directors to the Board, the Board is focused on governance of the Group’s operations
and the implementation of its current and future strategies.
Prior to 28 March 2024 and while the Company was non-trading, the Board met as and when required.
Following the successful reverse listing, Board meetings are held monthly and are attended by key
management personnel, as required. Additional meetings will be held as and when required. Board meetings
involve discussions and review of health and safety, finances, market information, strategy and relevant
operational matters.
The following table shows Director attendance at Board meetings for the 2024 financial year.
Board meetings
Board memberBoard meetings
attended
Sean Joyce (Chair)5
David McDonald (CEO)—
1
Katherine Allsopp-Smith—
1
Evan Christian—
1
John Cilliers5
Roger Gower5
Keith Jackson 5
Joe Jensen—
1
1
David McDonald, Katherine Allsopp-Smith, Evan Christian and Joe Jensen were
appointed as directors on 28 March 2024. There were no Board meetings held in the 2024
financial year after the date of their appointment.
CORPORATE GOVERNANCE STATEMENT • BEING AI LIMITED98
When a vacancy arises, the Board will identify candidates with a mix of diversity, 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. At each Annual Meeting one-
third of directors must retire by rotation. A director may not hold office for longer than three years or past
the third annual meeting following that director’s appointment. Retiring directors are eligible for re-election.
The Board has established an Audit, Finance and Risk Committee and a Remuneration, Nomination and
Health & Safety Committee.
The Audit, Finance and Risk Committee operates under a Charter approved by the Board and is
accountable to the Board for:
The current members of the Audit, Finance and Risk Committee are Roger Gower (Chair), Sean Joyce,
and Joe Jensen.
The Remuneration, Nominations and Health & Safety Committee operates under a Charter approved
by the Board and is accountable to the Board for:
The current members of the Remuneration, Nominations and Health & Safety Committee are Roger Gower
(Chair), Joe Jensen and Sean Joyce.
During the period under review up to 28 March 2024, given the Company was non-trading and the smaller
size of the Board, the Board dealt with all responsibilities of the individual sub-committees.
Criteria for board membership
Board committees
the business relationship with, and the independence of, external auditors;
the appointment, remuneration and evaluation of the CEO and succession planning in
relation to them;
the reliability and appropriateness of the disclosure of the financial statements and external
financial communication; and
the remuneration of the leadership team;
the maintenance of an effective business risk management framework including compliance
and internal controls.
reviewing risks and compliance with statutory and regulatory requirements relative to
human resources;
reviewing health and safety policies to ensure the Company is providing a safe working environment
for all employees and contractors; and
recommending to the Board, candidates to be appointed as a director.
•
•
•
•
•
•
•
•
CORPORATE GOVERNANCE STATEMENT • BEING AI LIMITED99
The Company has a detailed Financial Products Trading Policy applying to all directors and employees which
can be found on the Website. The procedures outlined in this policy must be followed by all directors and
employees to obtain consent to trade in the Company’s shares. Under the policy, trading restrictions apply
during the following specific blackout periods:
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.
Announcements are factual and presented in a clear and balanced way. Significant market announcements,
including the announcements of the half year and full year results, and the financial statements for those
periods, require review by the Board prior to release.
The Group’s Market Disclosure Policy has been put in place to ensure that the Company complies with its
continuous disclosure obligations at all times, can be found on the Website.
The Board ensures that the Company effectively manages health and safety. Providing leadership
and securing and allocating resources, as well as ensuring the Company has the appropriate people,
systems, and equipment to manage the risks related to its work activities, are important aspects of the
Board’s responsibility to health and safety management. The Group has a health and safety incident
reporting system by which it reports incidents to the Board for its information, review and assurance
on a monthly basis.
Outside the black-out periods specified above, dealing is subject to the notification and consent
requirements outlined in the policy.
Trading in shares
Continuous disclosure
Health and Safety
two weeks before 30 September until 48 hours after the half-year results are released to NZX;
two weeks before 31 March until 48 hours after the full-year results are released to NZX; and
30 days prior to release of an offer document (such as a product disclosure statement or prospectus)
for a general public offer of the same class of restricted securities.
•
•
•
CORPORATE GOVERNANCE STATEMENT • BEING AI LIMITED100
The Board recognises the wide-ranging benefits that diversity brings to an organisation. The Company
endeavours to incorporate diversity to ensure a balance of skills and perspectives are available to benefit
our shareholders. The Company’s Diversity Policy can be found on the Website.
As at 31 March 2024, the gender balance of the Company’s directors and officers were as follows:
As the opportunity arises to expand the Board, the Company will look to further diversify in terms of both
gender and skills.
Being AI is committed to fostering an equitable, diverse, and inclusive workplace where all employees
feel valued and empowered to contribute their unique perspectives. This commitment is founded on
the principles of the companies that have come together to form the new Group. It helps drive innovation
and creativity and aligns with the Group’s values as a responsible participant in the New Zealand
corporate landscape.
Diversity
20242023
FemaleMaleFemaleMale
Directors 1 4— 4
Officers (excluding directors)34——
48—4
CORPORATE GOVERNANCE STATEMENT • BEING AI LIMITED101
During the year ended 31 March 2024, the Company has followed the NZX Corporate Governance Best
Practice Code in all material aspects, with the following exceptions:
Corporate governance best practice code
ReferenceRecommendationAlternative Governance Practice
and Reason for the Practice
Recommendation 2.3An issuer should enter into written
agreements with each newly appointed
director establishing the terms of their
appointment.
The Directors are appointed pursuant to the listing
rules, shareholder approval and the Companies
Act. Written terms of appointment will be put in
place with each Director during 2024/25.
Recommendation 2.8A majority of the board should be
independent directors.
Up until 28 March 2024 half of the board were
independent. Following the reverse acquisition
transaction on 28 March 2024 and the related
restructuring of the Board at that date, two
out of the five directors are considered to
be independent.
The Board considers that, although it does not have
a majority of independent Board members, it has
the right balance for the current size and structure
of the Company. The Board will continue to assess
this to ensure that the balance of Board members
remains appropriate for the Company’s needs.
Recommendation 2.9An issuer should have an independent
chair of the board.
Sean Joyce, the current chair is not considered
to be independent as he holds an executive
management position and Excalibur Capital
Partners Limited, a company controlled by Sean
Joyce, is a substantial product holder of the
Company. Sean Joyce has been appointed as
Chair at this time due to the level of expertise that
he brings in relation to the matters that are the
Company’s current focus. The Board will assess
the role of Chair as required.
Recommendation 3.1An issuer’s audit committee should
operate under a written charter.
Membership on the audit committee
should be majority independent and
comprise solely of non-executive directors
of the issuer. The chair of the audit
committee should be an independent
director and not the chair of the board.
The current members of the Audit, Finance and
Risk Committee are Roger Gower (Chair), Sean
Joyce and Joe Jensen. Sean Joyce is an executive
director. Rule 2.13.2 of the NZX Listing Rules
requires the Audit, Finance and Risk Committee
to have at least three Directors as members.
To comply with this requirement and given the
Company’s current Board only has two non-
executive directors, the Committee has had to
include an executive director.
CORPORATE GOVERNANCE STATEMENT • BEING AI LIMITED102
ReferenceRecommendationAlternative Governance Practice
and Reason for the Practice
Recommendation 4.4An issuer should provide non-financial
disclosure at least annually, including
considering environmental, economic
and social sustainability factors and
practices. It should explain how operational
or non-financial targets are measured.
Non-financial reporting should be
informative, include forward looking
assessments, and align with key strategies
and metrics monitored by the board.
Being AI has provided limited reporting on
environmental, economic and social sustainability
factors to date while it focuses on establishment of
the new Group and its growth strategy.
The wellbeing of its customers, employees and
other stakeholders is important to Being AI, as is its
social responsibility and environmental impact. The
Company will implement and report on appropriate
non-financial measures in future periods.
Recommendation 6.1An issuer should have a risk management
framework for its business and the issuer’s
board should receive and review regular
reports. An issuer should report the material
risks facing the business and how these are
being managed.
During the year the Company was non-trading
and had no requirement for a formalised risk
management framework. The operational entities
now within the Group following the reverse
acquisition have comprehensive operational risk
management policies. The Board is currently
developing appropriate governance level risk
management reporting.
Recommendation 7.2The external auditor should attend the
issuer’s Annual Meeting to answer questions
from shareholders in relation to the audit.
As the Company was non trading at the time,
the Board did not consider it necessary for the
previous auditor, BDO, to attend the 2023 Annual
Meeting given the agenda and focus of the meeting.
The Board were able to provide all necessary
information to shareholders. For the 2024 financial
year the Board appointed William Buck Audit (NZ)
Limited as the external auditor. They will be invited
to attend future Annual Meetings as appropriate.
Recommendation 8.4If seeking additional equity capital, issuers
of quoted equity securities should offer
further equity securities to existing equity
security holders of the same class on a pro
rata basis, and on no less favourable terms,
before further equity securities are offered
to other investors.
On 17 April 2023 the Company undertook a capital
raise of $68,150 through the issue of 2,350,000
new ordinary shares to a number of wholesale
investors. The funds raised from the placement
were utilised to fund the ongoing working capital
requirements of the Company.
As the capital raise was only for $68,150, the
Board did not consider it appropriate to undertake
a process of offering shares to all shareholders,
given the costs associated with undertaking such
an activity.
CORPORATE GOVERNANCE STATEMENT • BEING AI LIMITED103
ReferenceRecommendationAlternative Governance Practice
and Reason for the Practice
Recommendation 8.5The board should ensure that the notices of
annual or special meetings of quoted equity
security holders is posted on the issuer’s
website as soon as possible and at least 20
working days prior to the meeting.
The notice of the Annual Meeting was released on
1 September 2023, being 13 working days prior to
the meeting held on 19 September 2024. The Board
considered this was sufficient notice given the
Company was non-trading at the time and there
were minimal procedural matters to be covered in
the meeting.
The notice of the Special Shareholder Meeting on
28 March 2024 was released on 11 March 2024,
which is 14 working days’ notice. The Board was
aware this was a key decision for shareholders
and strove to provide as much notice as possible
while managing the necessary NZX reverse listing
review and approval processes, and the need to
obtain shareholder approval as quickly as possible,
as there were several strategic initiatives that
were pending this approval. The Board provided
several earlier announcements to keep the market
informed of the timing of the pending meeting
including an announcement on 5 March 2024 which
noted it would be on or around 28 March 2024.
The alternative governance practices described in the table above have been approved by the Board.
DIRECTORY • BEING AI LIMITED104
Directory
Level 4, 33 Hurstmere Road
Takapuna
Auckland 0622
hello@beingai.group
Computershare Investor Services Limited
159 Hurstmere Road
Takapuna
+64 9 488 8700
Chapman Tripp
15 Customs Street West
Auckland
New Zealand
Sean Joyce
Executive director & Chair
Roger Gower
Independent director
David McDonald
Executive director & CEO
Joe Jensen
Independent director
Katherine Allsopp-Smith
Executive director
Evan Christian
Executive director (alternate to K Allsop-Smith)
William Buck Audit (NZ) Limited
Level 4, 21 Queen Street
Auckland 1010
ANZ Bank New Zealand Limited
23 Albert Street
Auckland
New Zealand
Brown Partners
18 Shortland Street
Auckland
New Zealand
www.beingai.group
Registered office
Share register
Solicitors
Board of Directors
We b s it e
Auditor
Bankers
beingai.group
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.
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