Black Pearl Group Limited - FY24 Annual Report

MOMENTUM FOR TOMORROW
BLACK PEARL GROUP ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2024

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Blackpearl Group - FY24 Annual Report
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Blackpearl Group - FY24 Annual Report
Welcome to Blackpearl Group’s Annual Report for the
Financial Year End 31 March 2024.
We have titled this report ‘Momentum for Tomorrow’.
While our growth numbers and key metrics are notable,
we consider our greatest success to be how we have
positioned ourselves to rapidly scale in FY25 and
beyond. Central to that growth is data and generative
AI - which BPG uses to help our customers find more
customers. With generative AI, the event horizon is so
close, and the possibilities feel infinite. When is the last
time humankind has been at the brink of something
that has felt so vast? The first thing that came to our
minds was the Space Race of the 1950s/1960s.
There isn’t an industry that will not be revolutionised by
this. With this new age comes boundless opportunities,
and Blackpearl Group has positioned itself to seize
these opportunities with cutting-edge technology and
a talented team. We empower businesses to turn data
into dollars, propelling them towards success in an
ever-evolving market landscape.
Join us on this journey as we showcase our
achievements, vision for the future, and readiness for
significant growth.
Ad Astra – to the stars

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Blackpearl Group - FY24 Annual Report
Contents:
Contents
21
Corporate Governance Statement
06
Financial highlights
33
Additional Statutory Information
08
Year in review 2024 - Letters from the Chair and CEO
42
Consolidated Financial Statements
10
Who we are
11
How we create value
14
How we performed
16
Our Board
18
Our Leadership Team
Blackpearl Group - FY24 Annual Report

Previously $1.4m in FY23
183% increase YoY
177% increase YoY
Subscription Revenue
$4.1m
As of 31 March 2024
Previously $2.7m in FY23
1 April 2023
As of 31 March 2024
Churn has increased 0.9ppt YOY
Previously 3.1% as of 31 March 2023
Revenue Churn
4.0%
Annual Recurring Revenue
$7.4m
For FY24
Previously 49% in FY23
Gross Profit Margin
71%
As of 31 March 2024
Up from 5% in FY23
Top 10 Customers % of Revenue
10%
As of 31 March 2024
359% increase YoY
Annual Recurring Revenue Per Employee
$230k
31 March 2024
Note:
• Comparative figures relate to FY23 unless otherwise stated
• ppt stands for percentage points
Financial
highlights
Blackpearl Group - FY24 Annual Report
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Financial highlights

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Letter from
the CEO
Dear Shareholders,
Our Chairman, Tim Crown, typically ends our calls by signing off with his
ethos: “Raise revenue, cut costs, do it at scale.”
I’m proud of our FY24 results and key metrics; we have raised revenue and
been prudent with investment and operational expenditure. However, we
recognise that we have not yet reached the scale we aspire to achieve.
As such, we view our FY24 results as indicators that our business model
is on point and the market is eager for our services. It’s now time to
aggressively pursue scale.
One of my mantras is, “Luck is what happens when preparation meets
opportunity.” Blackpearl Group has invested over $25 million in creating
its proprietary data platform, Pearl Engine, supported by a component-
based code library. It ingests data and enables the rapid creation of new
features and products, leveraging various software components, design
assets, and data sets. This investment provides three key advantages:
cost efficiency, speed, and flexibility.
When we saw a market opportunity for an affordable prospect
identification platform, we were able to immediately capitalize on it.
Pearl Diver, the service we created to fill this gap in the market, was able
to accumulate almost $5 million in annual recurring revenue in 13 months
from its inception.
We will continue to leverage Pearl Engine to introduce new technologies
and products that meet evolving market needs. In one of the world’s
most dynamic markets — data and AI-driven services for the USA — we
are witnessing significant disruption as regulators tighten controls on
third-party data. Businesses must now build their own first-party data
profiles to drive marketing, sales, and decision-making effectively.
This is exactly what Blackpearl Group does and has always done. We
champion businesses’ access to first-party data and make it easy for
them to turn data into dollars.
The moment is ours to seize. Thank you for your continued support.
Kind regards,
Nick Lissette
Year in review 2024
Letter from
the Chair
Dear Shareholders,
As we stand on the brink of the next significant growth phase in
the technology industry, I am pleased to present Blackpearl Group’s
annual report for the year ended 31 March 2024 (FY24). The era of
generative AI has arrived, and its influence is permeating every industry
that technology touches, revolutionising every application, process,
and operation.
Over the years, we have witnessed many paradigm shifts, and generative
AI promises to be one of the most profound. While the exact moment it
hits full force remains uncertain, it is not a question of if, but when. The
industry is always ahead, planning, organising, and preparing for these
advancements. Industry forecasts predict that the technology sector
could double or even quadruple over the next decade.
For Blackpearl Group, our focus remains on creating value for our clients.
We aim to help them achieve revenue growth through the strategic
integration of technology and generative AI. The US market, known for its
entrepreneurial spirit and startup culture, provides fertile ground for our
long-term growth strategy. Targeting small to mid-sized businesses in the
US ensures a steady influx of new clients and opportunities, making this
a defensible and sustainable approach. This is evident in the success of
our product, Pearl Diver, which has reached $4.9 million in ARR within 13
months of its launch in the US SME market.
My focus has always been on creating long-term sustainable value in the
companies we invest in and grow. When we invest in a business, we plan
on being in that business for a very long time, if not forever. Blackpearl
Group is in the best market in the world, offering great products and
services, and with Generative AI, we will have even more momentum
behind us.
Here’s to another great year and an exciting decade ahead.
Sincerely,
Tim Crown
Blackpearl Group - FY24 Annual Report

Blackpearl Group Overview
Who we are
Blackpearl Group is a next-generation
SaaS company creating value at
the intersection of technology, data,
and talent.
Blackpearl Group creates productivity and demand generation
applications for small and medium-sized businesses (SMEs) in the USA.
Our proprietary platform, Pearl Engine, is the cornerstone of growth for
our built and acquired technologies, helping our customers find more
customers and turning data into dollars.
How we
create value
Empowering innovation
At the heart of Blackpearl Group’s technological advantage lies the Pearl
Engine, a proprietary data technology platform designed to accelerate
product development and enhance market responsiveness.
The Pearl Engine integrates diverse software components, design assets,
and datasets, enabling rapid iteration and customisation of market-facing
products. Its importance is that the components can be used in almost infinite
combinations at only marginal additional cost. For non-technical readers, a
good analogy to understanding the Pearl Engine’s significance is automotive
manufacturing.
Initially, cars were made in a bespoke manner, which was expensive and slow.
Henry Ford revolutionised automotive manufacturing with the production line,
radically improving production speed and costs but limiting Ford’s ability to
innovate and evolve, as their production line could only produce one model of
car in one colour. By contrast, modern automotive manufacturing, like Tesla’s
Gigafactories, uses shared parts and platforms across models, allowing for
rapid response to market demands. For example, Tesla’s Model 3 and Model
Y share the same chassis, battery, and powertrain, enabling flexibility and
efficiency. This modern system is known as platform sharing and modular
manufacturing.
This practice, common in the automotive industry, is rare among SaaS
companies, which typically build ‘one-off’ products. Pearl Engine, however,
provides a significant strategic advantage by enabling the creation of new
technology that, when combined with existing components, meets new market
demands efficiently and flexibly.
Our Vision
Better growth,
together
Our Mission
To democratise data by empowering
businesses of all sizes to turn data into
dollars. We do this by making it simple
to find, analyse, and act on their data
to drive business growth.
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Blackpearl Group - FY24 Annual Report

Cost Efficiency
Speed
Flexibility
Streamlining product development cycles and reducing
operational costs through reusable components.
Allows swift adaptation to market needs and accelerating
time-to-market for new offerings.
Allowing for agile adjustments and scalability in response to
evolving customer preferences and industry trends.
While Pearl Diver remains a flagship product generating substantial
Annual Recurring Revenue (ARR), the Pearl Engine empowers
Blackpearl Group to continuously innovate and expand its portfolio
to meet emerging market demands effectively.
Proven Go-to-Market Strategy
Blackpearl Group’s go-to-market strategy remains targeted
and niche-focused, leveraging its deep understanding of the
SME market in the USA. This approach ensures precision in
customer acquisition and retention efforts, further solidifying
the company’s market position and shareholder value.
The strategic benefits of the Pearl Engine include:
Demographics
Pearl Diver
Black Pearl Mail /
Newoldstamp Branding
Black Pearl Mail Insights
Audience Builder
Discover
Name
Location
Age
Income
Gender
Home ownership
Marital status
Job Title
Seniority
Business
Education
Employment history
Purchase propensity
In store predictors
Online predictors
(Beta)
(Development)
Household
Firmographics
Technographics
Cart data
Signature data
Device
Business data
Web visit behaviour
Email interactions
Identity
Intent
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Blackpearl Group Overview
SME businesses in the USA
33m
Blackpearl Group - FY24 Annual Report

Proof Metrics
As evidenced by key metrics
$7.4m
ARR
$230k
13
Months
71%
Achieved significant growth,
marking a 177% year-on-year
increase.
Annual Recurring
Revenue Per Employee,
359% increase YoY.
Pearl Diver achieved $4.9 million
ARR just 13 months post-launch.
Gross Profit Margin, up
from 49% in the previous
fiscal year.
Small-Business Owner
Mid-Market CMO
Mid-Market CMO
Small-Business Owner
Small-Business Owner
Mid-Market Head of Sales
What our customers say
Our niche lies in addressing the unique challenges faced by SMEs
within the USA market. With approximately 33 million businesses in
this segment, many struggle to achieve cost-effectiveness and ROI
from traditional marketing and sales methods. Blackpearl Group
offers innovative solutions that empower these businesses to
transition from relying on third-party data to harnessing the power
of first-party data. This approach not only enhances their marketing
efficiency but also drives better results.
Below are testimonials from our customers that highlight the
product-market fit we have achieved.
“Pearl diver is the future
of all companies.”
“This service has proven
to be a game-changer
for our market research
and competitive
analysis efforts.”
“Pearl Diver has proven
to be a valuable asset
for us to understand
our global reach and
impact in various
markets at a
state-by-state level. ”
“This will be a
fundamental part of
our company’s future
growth.”
“Their responsiveness
and commitment to
addressing our specific
needs, even in different
time zones, has been
exceptional.”
“An invaluable asset for
our global company. ”
Blackpearl Group Overview
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Blackpearl Group - FY24 Annual Report

Blackpearl Group Overview
Our Board
Tim Crown | Chairman
Tim Crown was appointed Chairman of the Blackpearl Group board
on 2 January 2020. He is the co-founder and current Chairman of the
Insight Enterprises Board, a global IT solutions company listed on
the Fortune 500 and publicly traded on NASDAQ. Insight Enterprises
employs over 10,000 professionals in 19 countries and achieved over US
$9.4 billion in net sales in 2021.
In addition to his role at Insight, Tim holds leadership positions at
Redcatracing.com, Stormwind.com, Nocira.com, Coplex.com, and the
Crown Foundation, a charitable organisation providing educational
services in the USA. Tim initiated the establishment of the 501(c)3 Summit
School of Ahwatukee in 2000, recognised with national and state-level
awards for educational excellence.
Based in Arizona, USA, Tim brings extensive experience and leadership
to Blackpearl Group. He serves on the Audit and Risk Committee and
the Remuneration Committee. Tim is a non-independent director.
Nick Lissette | Director and Chief Executive Officer
Nick Lissette is the founder and Chief Executive Officer of Blackpearl
Group. With over a decade of experience in data and AI technology,
Nick established Silver Cloud Mail Company in 2006, a successful anti-
spam SaaS service sold in 2012. He later founded Blackpearl Group,
overseeing its initial capitalisation and the development of the Pearl
Engine technology.
Nick is a Member of the New Zealand Institute of Directors and holds a
Bachelor’s degree from Victoria University of Wellington. Nick serves on
the Blackpearl Group Board as an Executive Director.
Hugo Fisher | Director
Hugo was appointed as a director on 18 July 2023. He has over
25 years’ experience in financial and investment markets, working
with institutional investors in New Zealand, Australia, Asia, and the
United States. His experience spans a variety of sectors, including
KiwiSaver providers, institutional investors, US mutual funds, multi-
strategy hedge funds, private equity, and venture capital investors.
Hugo has built a vast network of trusted financial markets and
investment industry participants globally. His expertise includes
providing investor targeting services to corporations in New Zealand,
Australia, and Asia, as well as managing listed equity, venture capital,
and private equity investments for high net worth individuals and family
offices worldwide.
Residing in New Zealand, Hugo holds a Bachelor of Commerce and
a Bachelor of Arts from the University of Otago, and a Post Graduate
Diploma of Applied Finance and Investment from the Securities Institute
of Australia (SIA). Hugo is an independent director.
Mark Osborne | Director
Mark Osborne was appointed as a director on 24 November 2022.
He brings over 25 years of experience in financial policy and
governance, both locally and globally. Mark’s career spans roles in
asset management, project management, and financial oversight
across various sectors, reflecting his deep knowledge in strategic
financial management.
Cherryl Pressley | Director
Cherryl was appointed as a director on 24 November 2022. She has
over 25 years of business experience in the technology industry. Most
recently, Cherryl was Chief Revenue Officer at Blackpearl Group until
March 2024, before transitioning back to a Non-Executive Director role.
Prior to this, she was Head of Scaled Partnerships at Google. She spent
14 years at Microsoft in senior leadership roles, including Senior Director
of Worldwide Distribution and Channels, where she led the channel
sales team to achieve over $1 billion in cloud revenue.
Cherryl also led Worldwide Engineering Support for Microsoft’s global
dynamics business. She has been a member of Blackpearl Group’s
Advisory Board since 2016 and served as Chief Executive Officer of Black
Pearl Mail, Inc. from February 2019 to September 2020.
Cherryl has been a Board Director for DRS Services USA, Inc. since 2015.
She resides in Arizona, USA. Cherryl is a non-independent director.
Mark is a Director of Northland Inc Limited. His leadership is marked by
successful delivery of significant community facilities and management
of complex projects from inception to operation.
Residing in New Zealand, Mark is an independent director. He currently
chairs the Audit and risk Committee and the Remuneration Committe,
leveraging his extensive financial acumen and strategic oversight.
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Blackpearl Group - FY24 Annual Report

Blackpearl Group Overview
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Our
Leadership
Team
Tori Colebourne
Chief Marketing
Officer
Sam Daish
Chief Technology
Officer
Nick Lissette
Chief Executive
Officer
Karen Cargill
Chief Financial
Officer
Johnson Saju
VP of Operations
Blackpearl Group - FY24 Annual Report

Corporate
Governance
Statement
Blackpearl Group - FY24 Annual Report
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Blackpearl Group - FY24 Annual Report

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Blackpearl Group - FY24 Annual Report
Strong governance is fundamental to the performance of Blackpearl Group and the Board is ultimately responsible for
ensuring that Blackpearl Group and its subsidiaries maintain high ethical standards and corporate governance practices.
Statement of compliance
Blackpearl Group is committed to enhancing investor confidence through good corporate governance practice and
accountability. This corporate governance statement provides an overview of Blackpearl Group’s governance framework
and discloses Blackpearl Group’s practices in relation to the recommendations contained in the NZX Corporate Governance
Code (1 April 2023) (NZX Code). The information contained in this Corporate Governance Statement has been prepared in
accordance with NZX Listing Rule 3.8.1(a). and is current as at 31 March 2024. The Board considers that for the 12 months ended
31 March 2024 (FY24), Blackpearl Group’s corporate governance practices and policies have been appropriately aligned with
the NZX Code. Any exceptions are identified throughout this document.
Principle 1:
Ethical Standards
“Directors should set high standards of ethical behaviour, model this behaviour
and hold management accountable for these standards being followed
throughout the organisation.”
Recommendation 1.1 - Code of Ethics
Blackpearl Group maintains high standards of ethical behaviour by which the directors, employees, contractors for personal
services and advisers of Blackpearl Group are expected to conduct themselves. These standards are described in Blackpearl
Group’s Code of Ethics.
General principles within the Code of Ethics include (but are not limited to) requiring all directors and employees to:
• act honestly and uphold and maintain the highest standards of integrity;
• treat all stakeholders fairly and with respect and at all times act in the best interests of its shareholders, stakeholders
and Blackpearl Group itself;
• give proper attention and care to the matters before them;
• ensure the proper receipt and use of corporate information, assets and property;
• complete and keep accurate accounting records and ensure company funds are managed and spent responsibly;
• declare conflict of interests and proactively advise of any potential conflicts;
• adhere to any procedures around giving and receiving gifts;
• ensure that their individual interests do not interfere, or appear to interfere, with the Company’s interests; and
• comply with all applicable laws, rules, regulations and codes of practice.
The Code of Ethics and where to find it will be communicated to Blackpearl Group’s directors, employees, contractors as part
of their initial and ongoing training. It is expected that Blackpearl Group’s people have read and understand each of the
ethical expectations as outlined in the Code.
Whistleblower Policy
Blackpearl Group encourages employees to speak out if they have concerns that the Company’s policies have been
breached, including any breach of ethics. The avenues for doing so are detailed in the Code of Ethics.
Recommendation 1.2 - Financial Product Trading Policy
All directors and employees including secondees, contractors and consultants of Blackpearl Group and its subsidiaries are
subject to Blackpearl Group’s Financial Product Trading Policy, which outlines the prohibition on dealing in the Company’s
financial products while holding inside information.
In particular the policy provides that:
• Blackpearl Group’s people have greater restrictions on trading in any financial products under this policy except in the
30 day period commencing on the first day of trading after results have been publicly released or a retail offer has been
released to the market (Trading Windows).
• Blackpearl Group’s people are less likely to receive approval to trade any financial products during any time outside of
these Trading Windows.
• Blackpearl Group’s people are highly unlikely to receive approval to trade any financial products during the period
commencing 30 days prior to the balance date of the Company’s full year and where applicable, half year results, until
those results have been publicly released.
Details of matters entered into the Interests Register by individual Directors during FY24 are outlined on pages 37 and 38 of
the annual report.
Principle 2:
Board Composition & Performance
“To ensure an effective Board, there should be a balance of independence, skills,
knowledge, experience and perspectives.”
Recommendation 2.1 - Board Charter
Blackpearl Group’s Board Charter sets out the roles and responsibilities of the Board, under which the main functions of the
Board are to:
• approve and monitor the strategic direction of Blackpearl Group recommended by management and add long-term
value to Blackpearl Group’s shares, having appropriate regard to the interests of all material stakeholders;
• monitor and review the performance of Management and the process for calculating fees and any performance
incentive fees;
• approve and monitor Blackpearl Group’s financial statements, corporate governance and other reporting and ensure
the implementation of and adherence to Blackpearl Group’s continuous disclosure policy;
• establish procedures and systems to promote a culture and remuneration practice within Blackpearl Group which
facilitates the recruitment, professional development and retention of staff;
• ensure that the Company has appropriate risk management and regulatory compliance policies in place and monitor
the integrity of those policies; and
• familiarise itself with issues of concern to Blackpearl Group’s shareholders and significant stakeholders, including
customers, staff, lessees and the community.
The roles and procedures of the Board, the Board structure and the different Board committees are described in Blackpearl
Group’s Board Charter.
Recommendation 2.2 - Nomination and appointment process
The nomination process for new Director appointments is the responsibility of the Board as a whole. In accordance with the
NZX Listing Rules:
• the Board asks for Director nominations each year prior to the Annual Shareholders’ Meeting;
• Directors will retire at least every three years and may stand for re-election by shareholders; and
• a Director appointed since the previous Annual Shareholders’ Meeting holds office only until the next Annual
Shareholders’ Meeting but is eligible for re-election at that meeting.
Corporate Governance Statement

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Blackpearl Group - FY24 Annual Report
Newly elected Directors are expected to familiarise themselves with their obligations under the constitution, Board Charter
and the NZX Listing Rules.
The Board believes the current Directors offer valuable skill sets and experience to Blackpearl Group and that each Director
has the necessary time available to devote to the position.
Recommendation 2.3 - Letters of Appointment
All Directors have entered into a written agreement with Blackpearl Group. The agreement outlines their appointment terms,
role requirements, time commitments, remuneration and indemnity and insurance arrangements.
Recommendation 2.4 - Director Details
The details of each Director along with their experience, length of service, independence, ownership interests and
attendance at Board meetings are included in this Annual Report. Director profiles are also available to view on Blackpearl
Group’s website at https://www.blackpearl.com/investor-centre/.
Interests Register
Directors are required to notify Blackpearl Group of any interests they have that could impact an assessment of their
independence or their ability to act in the best interests of Blackpearl Group. Blackpearl Group has processes in place
to manage any conflicts of interest with Directors who are interested in a matter. The processes around maintaining the
director’s interests register are detailed in the Board Charter.
Recommendation 2.5 - Diversity
Blackpearl Group is committed to bringing diversity to life in its employment practices and across all aspects of the business.
For Blackpearl Group, diversity includes but is not limited to characteristics such as cultural background and ethnicity,
gender identity, sexual orientation, age, differences in physical abilities, languages and education.
Blackpearl Group’s approach to diversity is outlined in the Diversity Policy which sets out how the Company will meet its
commitment to creating a diverse workforce and inclusive workplace environment.
For the 12 months ended 31 March 2024, the Board is comfortable that Blackpearl Group’s employment practices and Human
Resources (HR) processes and practices were in line with the intent of its Diversity Policy.
As at 31 March 2024, females represented 40% of Directors and officers of Blackpearl Group. Blackpearl Group has
30 employees of which 63% are male and 37% are female.
The following table outlines the gender composition of Directors and officers as at 31 March 2024:
As at 31 March 2024As at 31 March 2023
DirectorsExecutive TeamDirectorsExecutive Team
Male4233
Female131 1
Tota l5544
Recommendation 2.6 - Director Training
Blackpearl Group encourages all Directors to undertake appropriate training and education so that they may best perform
their duties, including engaging external expert advisers at the Company’s cost and encouraging Directors to engage in
the business.
As Blackpearl Group is only in its second year as a listed company, the Board has been focused on being in a high growth
position with new products in domestic and international markets and growing as a listed company. As the Directors have
more capacity in their roles further training and educational opportunities will be pursued.
Recommendation 2.7 - Director Performance
The Board Charter regulates the performance assessment process of the Board, its committees and Directors. Blackpearl
Group continues to invest in ensuring its Board has the optimum mix of skills, experience and independence required for
executing Blackpearl Group’s growth strategy. An external performance review may be conducted if required.
Recommendation 2.8 - Director Independence
As at 31 March 2024, the Board comprised of the following five Directors:
Tim CrownNon-Independent Non-Executive Director and Acting ChairAppointed 2 January 2020
Nick LissetteNon-Independent Executive Director and CEOAppointed 25 October 2012
Cherryl PressleyNon-Independent Executive Director and CROAppointed 24 November 2022
Mark OsborneIndependent Non-Executive DirectorAppointed 24 November 2022
Hugo FisherIndependent Non-Executive DirectorAppointed 18 July 2023
The Board considers two of Blackpearl Group’s Directors to be independent for the purposes of the NZX Listing Rules, being
Mark Osborne and Hugo Fisher. In order for a Director to be independent, the Board must determine that he or she is not an
executive of Blackpearl Group and has no disqualifying relationship or interests, including relationships or interests of the
kind listed in Recommendation 2.4 of the NZX Code. Accordingly, the Board has determined that Tim Crown, Nick Lissette and
Cherryl Pressley are non-independent Directors.
The Board considers that, although it does not have a majority of independent Board members as per Recommendation 2.8
of the NZX Code (and Blackpearl Group has not followed that recommendation since listing), it has the right balance for the
current size and structure of the Blackpearl Group.
Recommendation 2.9 - Independent Chair of the board
Blackpearl Group’s Chair is a Non-Executive Director who is elected by the Directors. Although the Chair of the Board is not
independent (and Blackpearl Group has not followed Recommendation 2.9 of the NZX Code since listing), the Board considers
that for the size and structure of the Company, an independent Chair is not required at this time.
Recommendation 2.10 - The Chair and the CEO should be different people
Blackpearl Group’s Chair and CEO are different people.
Principle 3:
Board Committees
“The Board should use Committees where this will enhance its effectiveness in key
areas, while still retaining Board responsibility.”
Recommendation 3.1 - Audit and Risk Committee
The Board has established an Audit and Risk Committee to act as a delegate of the Board on financial reporting, internal
control and risk management issues. The Audit and Risk Committee is responsible for:
• assisting the Board in carrying out its responsibilities concerning accounting practices, policies and controls relative to
the Company’s financial position;
Corporate Governance Statement

27
Blackpearl Group - FY24 Annual Report
• making appropriate enquiries into any audit of Blackpearl Group’s financial statements, including providing the Board
with additional assurance about the quality and reliability of any financial information issued publicly by Blackpearl
Group from time to time;
• reviewing the operation and effectiveness of Blackpearl Group’s internal controls and risk management practices in
consultation with senior management (see Principle 6: Risk Management below);
• providing an avenue of communication between auditors and Directors, particularly in relation to financial reporting
and risk management matters; and
• otherwise maintaining Blackpearl Group’s relationship with external auditors (see Principle 7: Auditors below).
The Committee operates under the Audit and Risk Committee Charter. The majority of the Audit and Risk Committee are
independent Directors and is comprised of Mark Osborne (Chair), Tim Crown and Hugo Fisher (all non-executive Directors).
The Chair, Mark Osborne, an independent director, is not the chair of the Board and has a financial background.
Recommendation 3.2 - Meeting Attendance by Non-Committee Members
Non-executive Directors who are not members of the Audit and Risk Committee are able to attend the committee meetings
as they wish. Employees (including Executive Directors) may only attend those meetings at the invitation of the committee.
Recommendation 3.3 - Remuneration Committee
The Board has established a Remuneration Committee to oversee and promote Blackpearl Group’s Remuneration Policy and
remuneration practices to the Board. For the avoidance of doubt, the Committee does not make recommendations as to
director appointments to the Board. The Remuneration Committee is responsible for:
• reviewing and recommending to the Board for approval Blackpearl Group’s Remuneration Policy and packages for
Directors and senior managers;
• ensuring the structure of Blackpearl Group’s Remuneration Policy allows Blackpearl Group to attract and retain Directors
and senior managers of sufficient caliber to facilitate the efficient and effective governance and management of
Blackpearl Group;
• ensuring all remuneration procedures are followed for Directors; and
• reviewing and recommending to the Board measurable objectives for improving diversity in accordance with Blackpearl
Group’s Diversity Policy.
The Committee operates under the Remuneration Committee Charter. The majority of the members of the Remuneration
Committee are independent directors, and is comprised of Mark Osborne (Chair), Hugo Fisher and Tim Crown.
Non-executive Directors who are not members of the Remuneration Committee are able to attend the committee meetings
as they wish. Under the Remuneration Committee Charter, management (including Executive Directors) can only attend the
Remuneration Committee meetings at the invitation of the Board. Executive Directors do not participate in deliberations
relating to their own remuneration.
Recommendation 3.4 - Nomination Committee
Given Blackpearl Group’s size and structure the Company does not have a standalone nomination committee (and has not
had one since listing), however as advised under Principle 2 above, the nomination process for new Director appointments
is the responsibility of the Board as a whole. The Directors’ selection is based on the value they bring to the Board table
including their skills, knowledge and experience to contribute to effective direction of Blackpearl Group, whether they can
exercise an informed judgement on matters which come to the Board and whether they are free of any business or other
relationship that may interfere with the exercise of that judgement. The composition of the Board is reviewed regularly to
ensure the Board maintains an appropriate balance of skills, experience and expertise.
The Board evaluates all nominations of Directors, and consider whether they would be independent, and may recommend
candidates to Shareholders.
Recommendation 3.5 – Other Board Committees
The board charter enables the Board to establish other committees, as required from time to time. The two established
committees are the Audit and Risk Committee and the Remuneration Committee, each with its own charter. The Board retains
ultimate responsibility for the functions of its committees and determines their responsibilities.
Director Meeting Attendance
The Board should hold at least 8 meetings each year. This year only 7 formal meetings were held but regular informal
video and/or phone conferences have been used as required. The table below sets out Director attendance at Board and
Committee meetings during FY24. Hugo Fisher was only appointed as a Director on 18 July 2023:
Board
Meetings
Audit and Risk
Committee
Remuneration
Committee
Total number of meetings held722
Tim Crown612
Nick Lissette721
Cherryl Pressley61-
Mark Osborne722
Hugo Fisher521
Recommendation 3.6 - Takeover Protocols
In the case of a takeover offer, Blackpearl Group will form an independent Takeover Committee to oversee a response to the
offer and engage expert legal and financial advisors to provide advice and ensure compliance with the Takeovers Code.
Principle 4:
Reporting & Disclosure
“The Board should demand integrity in financial and non-financial reporting, and
in the timeliness and balance of corporate disclosures.”
Recommendation 4.1 - Continuous Disclosure
The Board focuses on providing accurate, adequate, and timely information both to its shareholders and to the market
generally. This enables all investors to make informed decisions about Blackpearl Group. All significant announcements
made to NZX, and reports issued, are posted on Blackpearl Group’s website.
Blackpearl Group’s Continuous Disclosure Policy governs the responsibilities and procedures for releasing material
information to the market to ensure compliance under the NZX Listing Rules so that:
• all investors have equal and timely access to material information concerning Blackpearl Group, including its financial
situation, performance, ownership and governance; and
• company announcements are factual and presented in a clear and balanced form.
Accountability for compliance with disclosure obligations is with the Chair and the Chief Executive Officer. Significant market
announcements, including the preliminary announcement of the quarterly, half year and full year results, the accounts for
those periods and any advice of a change in earnings forecast are approved by the Board.
Corporate Governance Statement

29
Blackpearl Group - FY24 Annual Report
Recommendation 4.2 - Key Governance Documents
Copies of the key governance documents, including the Continuous Disclosure Policy, Code of Ethics, Financial
Products Trading Policy and Board and Committee Charters and Policies are available on Blackpearl Group’s website at
https://www.blackpearl.com/investor-centre/.
Recommendation 4.3 - Financial Reporting
The Board is responsible for ensuring:
• that the financial statements give a true and fair view of the financial position of Blackpearl Group;
• that the financial statements have been prepared using appropriate accounting policies;
• that the accounting policies have been consistently applied and supported by reasonable judgements; and
• that all relevant financial reporting and accounting standards have been followed.
The Audit and Risk Committee oversees the quality and integrity of external financial reporting, including the accuracy,
completeness, balance and timeliness of financial statements. It reviews Blackpearl Group’s full and, when available,
quarterly and half year financial statements and makes recommendations to the Board concerning accounting policies,
areas of judgement, compliance with accounting standards, stock exchange and legal requirements, and the results of
the external audit.
All matters required to be addressed, and for which the Committee has responsibility, were addressed during the
reporting period.
For the 12 months ended 31 March 2024, the Directors believe that proper accounting records have been kept which enable,
with reasonable accuracy, the determination of the financial position of Blackpearl Group and facilitate compliance with
the Companies Act 1993 and the Financial Markets Conduct Act 2013.
Senior management has confirmed in writing to the Board that Blackpearl Group’s external financial reports present a
true and fair view in all material aspects. Blackpearl Group’s full year financial statements are available on Blackpearl
Group’s website.
Recommendation 4.4 - Non-Financial Reporting
Blackpearl Group is committed to using its resources responsibly and will look for opportunities to reduce any negative
environmental risk or impact from business operations, products and services. The Board encourages diversity and will
not knowingly participate in business situations where Blackpearl Group could be complicit in human rights and labour
standard abuses.
Blackpearl Group discusses its non-financial objectives and its progress against these objectives in the Chair and senior
management’s commentary in shareholder reports, (since January 2024) in quarterly updates, and at other investor events
during the year including investor presentations and the Annual Shareholders’ Meeting.
Given Blackpearl Group’s size, the Board has elected not to adopt a formal environmental, social and governance
framework. The Company remains aware of changes to non-financial reporting standards, particularly changes to
climate-related disclosures.
Principle 5:
Remuneration
“The remuneration of Directors and Executives should be transparent, fair and
reasonable.”
Recommendation 5.1 - Remuneration of Directors
Under the NZX Listing Rules, Shareholders fix the total remuneration available for Directors. Approval is sought for any
increase in the pool available to pay Directors’ fees, and any recommendations to shareholders regarding Director
remuneration are provided for approval in a transparent manner. The current Director fee pool was set pre-listing in 2022
and disclosed in Blackpearl Group’s Listing Profile. Blackpearl Group believes the current fees are set at a fair market rate.
Blackpearl Group’s Remuneration Policy is in line with best practice guidelines from the New Zealand Institute of Directors.
The Remuneration Committee is responsible for reviewing and recommending Directors’ remuneration to the Board
for approval.
Non-executive Directors are entitled to be reimbursed for costs directly associated with carrying out their duties, including
travel costs. Board policy is that no sum is paid to a non-executive Director upon retirement or cessation of office.
Further detail on the Director fees and individual Director remuneration breakdown can be found on page 34 of the
Annual Report.
Recommendation 5.2 - Remuneration of Executives
Executive remuneration consists of a salary (including KiwiSaver contributions from Blackpearl Group) and ability to
participate in a pre-listing employee share rights scheme under which Blackpearl Group has granted current or former
employees and independent contractors rights to shares (as well as the ability to participate in any new employee share
rights scheme that Blackpearl Group puts in place).
The Remuneration Committee is responsible for reviewing and recommending senior managers’ remuneration to the Board
for approval. The Board believes senior management remuneration is fair and reflects the performance requirements and
expectations of the role.
More information on executive remuneration, including entitlements, is set out on page 35 of the Annual Report.
Recommendation 5.3 – CEO Remuneration
The current CEO remuneration is set out on page 35 of the annual report.
Principle 6:
Risk Management
“Directors should have a sound understanding of the material risks faced by the
issuer and how to manage them. The Board should regularly verify that the issuer
has appropriate processes that identify and manage potential and material risks.”
Recommendation 6.1 – Risk Management Framework
Blackpearl Group is committed to managing risks proactively. The Audit and Risk Committee assists the Board in carrying
out its risk management responsibilities by providing additional oversight regarding Blackpearl Group’s risk management
framework and monitoring compliance with that framework.
The Board delegates day to day management of the risk management framework to senior management. The executive
team and senior management maintain a risk register identifying the material risks facing the Company and how
Blackpearl Group will manage them. This is reported to the Board on a regular basis and is reviewed by the Board to ensure
that it reflects any developments and growth in the business. The Board is satisfied that Blackpearl Group has in place a
risk management process to identify, manage effectively and monitor Blackpearl Group’s principal risks. Blackpearl Group
maintains insurance policies that it considers adequate to meet its insurable risks.
Corporate Governance Statement

31
Blackpearl Group - FY24 Annual Report
Recommendation 6.2 - Health and Safety
Given the nature of Blackpearl Group’s business and size, Blackpearl Group does not have a dedicated Health and Safety
committee. The Board, however, is mindful that Blackpearl Group’s People are exposed to mental health, stress and wellbeing
risks. To ensure the mitigation of these risks, Blackpearl Group strives to create a positive and thriving company culture and
offer competitive remuneration and incentive packages for its employees and contractors.
Principle 7:
Auditors
“The Board should ensure the quality and independence of the external audit
process.”
Recommendation 7.1 - External Auditors
The Audit and Risk Committee Charter governs the Board’s relationship with its external auditors. Blackpearl Group’s
compliance with the Audit and Risk Committee Charter ensures that:
• audit independence is maintained, both in fact and appearance, such that Blackpearl Group’s external financial
reporting is viewed as being reliable and credible; and
• free and open communication between the Directors and external auditors is maintained.
In relation to Blackpearl Group’s relationship with external auditors, the Audit and Risk Committee is responsible for:
• reviewing and enquiring into Blackpearl Group’s financial statements, including providing the Board with additional
assurance about the quality and reliability of any financial information issued publicly by the Company from time to
time;
• approving the auditor’s engagement letter and setting audit fees;
• pre and post audit meetings, including any meetings with auditors or senior management as required;
• reviewing the Company’s annual audit plan and audit timetable;
• reviewing the management letter, auditor performance and ensuring rotation of the audit partner; and
• approving any non-audit engagements performed by the audit firm.
For FY24, William Buck Audit (NZ) Limited was the external auditor for Blackpearl Group. William Buck was first appointed as
auditor on 10 February 2023. Rotation of the audit partner occurs every five years.
All audit work at Blackpearl Group is separated from non-audit services, to ensure that appropriate independence is
maintained. William Buck provided only audit work in FY24. The amount of fees paid to William Buck during FY24 is identified
on page 63.
William Buck has provided the Audit and Risk Committee with written confirmation that, in its view, it was able to operate
independently during the year.
Recommendation 7.2 - Auditor attendance at the Annual General Meeting
William Buck is available to attend each Annual Meeting of the Company (either virtually or in person), and the Audit Director
is available to answer questions from shareholders at that Meeting.
Recommendation 7.3 - Internal Audit
Due to Blackpearl Group’s size and current position, Blackpearl Group does not have a dedicated internal auditor role.
Blackpearl Group does have an Audit and Risk Committee for educating and improving internal risk processes. As the
Company grows, it will consider further resources in this area.
Principle 8:
Shareholder Rights & Relations
“The Board should respect the rights of shareholders and foster constructive
relationships with shareholders that encourage them to engage with the issuer.”
Recommendation 8.1 - Access to Information
Blackpearl Group is committed to ensuring that its shareholders are kept up to date with key activities and are provided with
relevant information about the Company and its performance. The Company communicates with shareholders during the
financial year through annual, half year and quarterly reports and at the Annual Shareholders’ Meeting.
Blackpearl Group maintains an investor relations section on the company’s website available to access at
https://www.blackpearl.com/investor-centre/. This provides access to key corporate governance documents, copies of all
major announcements, company reports and presentations.
Recommendation 8.2 - Investor Communication
Written communications and reports are available to be viewed on the Blackpearl Group’s website, as well as emailed to
shareholders that elect to be emailed.
NZX announcements are also available on the NZX website https://www.nzx.com/companies/BPG/announcements.
In addition to shareholders, Blackpearl Group has a wide range of stakeholders and maintains open channels of
communication for all audiences, including the investing community and product partners.
Recommendation 8.3 - Voting on Major Decisions
In accordance with the NZX Listing Rules, shareholders have the right to vote on major decisions which may change the
nature of Blackpearl Group. Each shareholder has one vote per share and voting is conducted by polls.
Recommendation 8.4 - Additional Equity Offers
On 26 May 2023, Blackpearl Group announced an up to $2.2 million equity raise under a private placement (May-June
Placement). The May-June Placement was oversubscribed. On 6 October 2023, Blackpearl Group announced an up to
$4 million equity raise under a private placement (October Placement) and Share Purchase Plan (SPP). Blackpearl Group
raised approximately $1.74 million under the October Placement, and approximately $2.1 million in the SPP.
Blackpearl Group elected to undertake these offer structures having regard to the costs associated with the structures, the
market conditions preceding the offers and in light of Blackpearl Group’s direct listing and its concentrated shareholder
base, Blackpearl Group’s objective to further diversify its share register to promote increased support for Blackpearl Group
and increased liquidity. The SPP endeavoured to treat existing shareholders fairly via an allocation policy that preferred
existing shareholders in the event of scaling.
Should Blackpearl Group consider raising additional capital, Blackpearl Group will structure the offer having regard to
likely levels of shareholder participation and optimising and enhancing the ability to maximise the level of capital raised.
The Board will look to give all shareholders an opportunity to participate in any capital raising.
Recommendation 8.5 - Notice of Meetings
Blackpearl Group will hold its annual meeting of Shareholders in August 2024. Blackpearl Group will aim to provide at least
20 working days of the notice of the Annual Shareholders’ Meeting, which will be posted on Blackpearl Group’s website,
announced on the NZX and sent to shareholders prior to the meeting.
Corporate Governance Statement

Blackpearl Group - FY24 Annual Report
Additional
Statutory
Information
Blackpearl Group - FY24 Annual Report
33

35
Blackpearl Group - FY24 Annual Report
Remuneration
Remuneration of Directors
The overall director fee pool (the total fees available for payment to Directors in their capacity as Directors) was set
pre-listing in 2022 at a maximum of NZ$320,000 per annum. Under Listing Rule 2.11.3, where there is an increase in the number of
Directors, the Board may increase the overall director fee pool to enable the additional Director(s) to be paid no more than the
average amount then being paid to each non-executive Director (other than the Chair). The Board may allocate the Director
fee pool among the Directors as the Board sees fit from time to time.
For the two years from 1 December 2022 (i.e. 1 December 2022 to 30 November 2024), the Board resolved to allocate the
Director fee pool as follows:
• NZ$180,000 per annum to the role of Chair; and
• NZ$70,000 per annum to each other Director (other than executive directors).
In order to preserve cash in Blackpearl Group and align (or further align) the interests of the non-executive directors with
Blackpearl Group, the Board and each non-executive Director agreed for Blackpearl Group to make:
• a one-off issue of restricted shares to the non-executive Directors expected to be in office as at 1 December 2022 in part
or full payment of Director fees for the period from 1 December 2022 to 30 November 2024. Such restricted shares were
issued before listing on 29 November 2022; and
• a one-off issue of restricted shares to Hugo Fisher prior to his appointment as a non-executive Director in part payment
of Director fees for the period from 18 July 2023 to 17 July 2025. Such restricted shares were issued from Blackpearl Group’s
placement capacity on 17 July 2023, before Hugo Fisher was appointed as a Director.
Restricted Shares
The restricted shares issued to Tim Crown, Cherryl Pressley and Mark Osborne have an issue price of NZ$1.25 per restricted
share and the restricted shares issued to Hugo Fisher have an issue price of NZ$0.42 per restricted share, but in each case were
issued to the relevant directors as fully paid for nil consideration. Each restricted share has the same terms as the Shares in the
Company (and rank equally with Shares in respect of a liquidation of the Company and the payment of dividends) except that
the restricted shares:
• are not transferable;
• automatically convert into Shares in accordance with the following terms:
• half convert (or converted) on the one year anniversary date of the issue date of the applicable restricted shares; and
• half will convert on the two year anniversary date of the issue date of the applicable restricted shares; and
• can be redeemed by the Company for a total sum of NZ$1.00 in aggregate for all of a director’s restricted shares then on
issue if the relevant director ceases to stay in office at any time before the two year anniversary date of the issue date of
the applicable restricted shares
Director Remuneration
The table below sets out the total of the remuneration and the value of other benefits received by each Director during the
financial year to 31 March 2024. The Board Charter provides that no sum is paid to any non-executive Director upon retirement
or cessation of office.
DirectorBoard FeesOther Benefits
1
Total FY24Date Appointed
Tim Crown-$180,000
2
$180,000Appointed 2 January 2020
Nick Lissette-$451,870
3
$451,870Appointed 25 October 2012
Cherryl Pressley$11,667$288,704
4
$300,371Appointed 24 November 2022
Mark Osborne$40,000$30,000
5
$70,000Appointed 24 November 2022
Hugo Fisher$28,333$21,250
6
$49,583Appointed 18 July 2023
Tota l$80,000$971,824$1,051,824
1. The board does not pay committee fees
2. Tim Crown was issued 288,000 fully paid restricted shares as part of the Director remuneration package as described above.
The value of the restricted shares reflects the value as at the FY24 period.
3. Nick Lissette received $451,870 as the CEO of Blackpearl Group as at the FY24 period.
4. Cherryl Pressley was a non executive director from 1 April 2023 to 17 July 2023 and was paid her Board fees for this period only in FY24.
From 18 July 2023 to 31 March 2024 Cherryl received a salary of $258,704 for her role as the CRO of Blackpearl Group. Cherryl was issued
48,000 fully paid restricted shares as part of the Director Remuneration package as described above. The value of the restricted shares
reflects the value as at the FY24 period.
5. Mark Osborne was issued 48,000 fully paid restricted shares as part of the Director remuneration package as described above.
The value of the restricted shares reflects the value as at the FY24 period.
6. Hugo Fisher was issued 142,857 fully paid restricted shares as part of the Director remuneration package as described above.
The value of the restricted shares reflects the value as at the FY24 period.
Employee Remuneration
Executive Remuneration Framework
Blackpearl Group’s executive remuneration policies and practices are designed to attract, retain and motivate high calibre
people. The Board has reviewed executive remuneration with the assistance of external independent advice. Executive
remuneration comprises a fixed component and, as at 31 March 2024, an existing employee share rights scheme (Pre-Listing
Share Rights Scheme), under which Blackpearl Group has granted current or former employees and independent contractors
rights to Shares.
Pre-Listing Share Rights Scheme
Under the Pre-Listing Share Rights Scheme, current and former employees and independent contractors were granted rights
to Shares either:
• after completing specified periods of service (the period of time varies, but typically the service length is two years
and share rights vest in two tranches, with 50% of share rights vesting after 12 months and the remaining 50% vesting
after 24 months); or
• as recognition for performed services.
Once vested, the share rights are held in trust for the current or former employee, director or independent contractor
until the employee, Director, or independent contractor requests in writing that the Share is issued or transferred to them,
or Blackpearl Group notifies the employee, director or independent contractor in writing that the Share will be issued or
transferred to them.
Once vested, each share right is able to be exercised for one ordinary Share. The exercise price is nil per Share. The share
rights have no expiry date. Before notice is given by either party, the Shares are not issued and the share rights carry no
voting rights, no right to the payment of dividends and no rights on liquidation of the Company.
CEO/Executive Director Remuneration Disclosure
Nick Lissette is the CEO as at 31 March 2024. He did not receive any remuneration in his capacity as a Director but was
remunerated as CEO as per the table below. The CEO’s remuneration is reviewed annually by the Remuneration Committee
and approved by the Board.
Executive Director/ CEOSalaryShort-Term Incentive*Total Remuneration
Nick Lissette$366,870$85,000$451,870
*The purpose of the Short-Term Incentive was that it was used to cover tax liabilities generated on shares earned from
the Pre-Listing Share Rights Scheme.
Additional Statutory Information

37
Blackpearl Group - FY24 Annual Report
Employee Remuneration
The table below shows the number of current and former employees of the Company (not being Directors of the Company)
who received remuneration and other benefits, including non-cash benefits and share-based remuneration, in their capacity
as employees during the year ended 31 March 2024 that in value was or exceeded $100,000 per annum.
RemunerationFY24 No. of EmployeesFY23 No. of Employees
$100,001 - $110,00027
$110,001 - $120,000-2
$120,001 - $130,0001-
$130,001 - $140,00033
$140,001 - $150,00013
$150,001 - $160,0002-
$160,001 - $170,00011
$170,001 - $180,00011
$180,001 - $190,0003-
$190,001 - $200,00011
$200,001 - $210,00011
$210,001 - $220,000-2
$220,001 - $230,0002-
$260,001 - $270,0001-
$270,001 - $280,00011
$280,001 - $290,000-1
$540,001 - $550,000-1
Disclosures
Directors
The following persons were Directors of Blackpearl Group as at 31 March 2024:
Director
Tim CrownNon-Independent Non-Executive Director and Chair
Nick LissetteNon-Independent Executive Director and CEO
Cherryl PressleyNon-Independent Executive Director and CRO
Mark OsborneIndependent Non-Executive Director
Hugo FisherIndependent Non-Executive Director
Disclosure Of Interests By Directors
In accordance with Section 140(2) of the Companies Act 1993, the Company maintains an interests register in which Directors
interests are recorded. The following are particulars of general disclosures of interest by Directors holding office at 31 March
2024. Particulars of entries made during the year to 31 March 2024 are noted in brackets, for the purposes of section 211(1)(e) of
the Companies Act 1993.
DirectorName of Business or EntityNature and Extent of Interest
Tim Crown*Black Pearl Group LimitedChairman/Director/Shareholder
Black Pearl Mail, IncDirector
Crown BP Holdings, LLCDirector/Shareholder
Insight Enterprises, IncChairman/Director/Shareholder
Trovo Data, LLCShareholder
Trovo Data Holdings, IncDirector/Shareholder
5x5 US, LLCShareholder
Prospect Desk, LLCShareholder
(Ohana Farm, LLC)(Shareholder)
Nick LissetteBlack Pearl Group LimitedDirector/Shareholder/CEO
Black Pearl Mail, IncDirector
Newoldstamp LimitedDirector
The Better Wine Company New Zealand LimitedDirector/Shareholder
NJL LimitedDirector
Nicholas John Lissette and Karen Islay Cargill as
Trustees of the Per Aspera Ad Astra Trust
Trustee
Cherryl PressleyBlack Pearl Group LimitedDirector/Shareholder
(Cloud Matchmaker, Inc)(Director/Shareholder)
Mark OsborneBlack Pearl Group LimitedDirector/Shareholder
(Noir Perle Limited)(Director)
(Northland Inc Limited)(Director)
Te Ahu Charitable TrustDirector
Doubtless Beauty LimitedDirector
Doubtless Consulting LimitedDirector
Top End Tours LimitedDirector
FLGX BOI LimitedDirector
Hugo Fisher(Black Pearl Group Limited) (Director)
(Greenmount Capital Limited) (Managing Director)
(Golden Horse Minerals) (Shareholder)
(Iris TV)(Shareholder)
* Tim Crown (including through entities of which he controls or has significant influence) holds an extensive investment portfolio in a large
number of enterprises globally. This investment portfolio includes both passive and active investments. Standing entries in the interests register
are included for Mr. Crown’s principal interests and any other interests which are considered potentially relevant to his role as a director of the
Company. Due to the extent and changing nature of Mr. Crown’s investment portfolio, it is impractical to include entries for each investment in
the portfolio (which are generally irrelevant to the Company in any event). The Board reviews the interests register at every Board meeting to
ensure that any interests relevant to the Company are included in the interests register in accordance with the Companies Act 1993.
Additional Statutory Information

39
Blackpearl Group - FY24 Annual Report
Additional Statutory Information
DirectorLegal Ownership or
other Nature of the Interest
Ordinary
Shares
Restricted
Shares
Warrants*
Nick LissetteHas a relevant interest in the Ordinary Shares
held by Nick Lissette and Karen Cargill as trustees
of the Per Aspera Ad Astra Trust (a family trust
associated with Nick Lissette), as Nick Lissette,
together with independent trustee Karen Cargill,
has the power to control the exercise of the rights
attaching to such shares.
2,496,955--
Cherryl PressleyRegistered holder and beneficial owner of
Restricted Shares.
Registered holder and beneficial owner of
Ordinary Shares.
64,7908,000-
Mark OsborneRegistered holder and beneficial owner of
Restricted Shares.
Registered holder and beneficial owner of
Ordinary Shares.
31,9958,000-
Hugo FisherRegistered holder and beneficial owner of
Restricted Shares.
Beneficial owner of Ordinary Shares.
45,00050,595-
* Each Warrant entitles Crown BP Holdings, LLC the right to purchase one Share at an exercise price of $0.01 per Warrant. The Warrants can be
exercised from 24 May 2023 and will expire on 24 May 2028.
Use of Company Information
There were no notices from Directors of the Company pursuant to section 145 of the Companies Act 1993 requesting to use
Company information received in their capacity as directors that would not otherwise have been available to them.
Subsidiary Company Directors
The following persons held office as Directors of subsidiary companies as at 31 March 2024. No directors fees were paid to
Directors of subsidiary entities.
CompanyDirectors
Newoldstamp LimitedNick Lissette
Black Pearl Mail, Inc, (US registered subsidiary)Nick Lissette, Tim Crown
Noir Perle LimitedMark Osborne
Directors’ Share Dealings
In accordance with the Companies Act 1993 between 1 April 2023 and 31 March 2024 the Board received the following
disclosures from Directors of acquisitions and dispositions of relevant interests in shares issued by the Company and details
of such dealings were entered in the Company’s interests register.
DirectorTransactionNumber of
Securities
Price per
Security
Date
Tim CrownOrdinary shares issued553,305$0.4226 June 2023
Promissory Note converted to
ordinary shares
3,839,788$0.636 September 2023
Ordinary Shares issued553,305$0.5119 October 2023
Ordinary Shares issued on
conversion of Restricted Shares
144,000$1.254 December 2023
Nick LissetteIssue of shares from pre- listing
employee share scheme
450,995N/A19 April 2023
Cherryl PressleyOrdinary Shares issued on
conversion of Restricted Shares
24,000$1.254 December 2023
Mark Osborne
Ordinary Shares issued on
conversion of Restricted Shares
24,000$1.254 December 2023
Hugo FisherRestricted Shares issued50,595$0.4217 July 2023
Directors’ Shareholdings Interests
As at 31 March 2024 the Directors of the Company had the following relevant interests in the Company’s Ordinary Shares,
Restricted Shares and Warrants.
DirectorLegal Ownership or
other Nature of the Interest
Ordinary
Shares
Restricted
Shares
Warrants*
Tim CrownRegistered holder and beneficial owner of
Restricted Shares.
Registered holder and beneficial owner of
Ordinary Shares.
Has the power to control the exercise of the rights
attaching to the Ordinary Shares and Warrants held
by Crown BP Holdings, LLC by virtue of being
a member of Crown BP Holdings, LLC’s manager
Anchor Management, LLC.
Has the power to exercise, or control the exercise of,
the right to vote attached to 20% or more of the
voting products of Ohana Farms, LLC, and so has
a relevant interest in the Ordinary Shares held
by Ohana Farms, LLC
7,801,50348,0001,787,629

41
Blackpearl Group - FY24 Annual Report
Spread Of Security Holders
As at 31 March 2024:
Size of ShareholdingNumber of Holders% of ShareholdersTotal Shares Held% of Shares
1-1,000238.05%14,9110.03%
1,001-5,0005318.53%163,8460.31%
5,001-10,0004716.43%396,8050.74%
10,001-50,0008128.32%1,994,1153.74%
50,001-100,000206.99%1,565,3532.94%
100,001 or more6221.68%49,174,40792.24%
Tota l286100.00%53,309,437100.00%
Top 20 Shareholders
The names and holdings of the twenty largest registered shareholders in the Company as at 31 March 2024 were:
RankShareholderTotal Shares Held% of Shares
1Crown BP Holdings LLC7,104,19813.33%
2New Zealand Central Securities Depository Limited4,396,4358.25%
3VTPE Investments LLC4,130,0287.75%
4New Zealand Depository Nominee 3,923,1067.36%
5Nicholas John Lissette & Karen Islay Cargill2,496,9554.68%
6Sir Owen George Glenn2,403,7204.51%
7Allan Raymond Smith & Neil William Welch 1,798,1453.37%
8Vance Justin Murdoch & Karen Lisa Murdoch 1,490,0852.80%
9Shane D Bruhns & Georgina F Bruhns & Margot J Thompson
& Scott W Bruhns
1,377,1392.58%
10Ghwe Capital Pty Ltd1,081,9912.03%
11Neil Andrew Richardson 958,9141.80%
12Lance Revel Lissette 907,5861.70%
13Targa Investments Limited 906,1301.70%
14JBWERE (NZ) Nominees Limited 808,6141.52%
15Bunger Family Investments LLC719,5861.35%
16Volodymyr Zastavnyy 703,6341.32%
17The Gerald R. Meek & Carolyn R. Meek Family Trust Paul James Fraser
& Kevin Robert Smith
690,5231.30%
18Gentry Investments Limited 640,7831.20%
19Paul James Fraser & Kevin Robert Smith610,3991.15%
20Leveraged Equities Finance Limited591,7941.11%
Substantial Product Holders
The following substantial product holder information is given pursuant to section 293 of the Financial Markets Conduct
Act 2013 and is based on substantial product holder notices filed with the Company during FY24 and the Company’s share
register as at 31 March 2024. As at 31 March 2024, details of the substantial product holders in the Company and their relevant
interests in the Company’s ordinary shares are shown in the table below. The total number of voting securities (fully paid
ordinary shares) of the Company as at 31 March 2024 was 53,309,437.
Substantial Product HolderNumber of Shares% of Issued Shares
Crown BP Holdings LLC7,801,50314.63%
VTPE Investments LLC 4,130,0287.75%
Karen Islay Cargill as Trustee of the Per Aspera Ad Astra Trust
and Kinloch Laggan Trust
2,734,4135.13%
Other Information
Auditor’s Fees
For FY24, William Buck Audit (NZ) Limited was the external auditor for Blackpearl Group. William Buck was first appointed as
auditor on 10 February 2023.
During the year ended 31 March 2024, the amount payable by Blackpearl Group to William Buck as audit and review fees was
$88,000. The amount of fees payable to William Buck for non-audit work during the year ended 31 March 2024 was $0.
Donations
No donations were made by the Company and its subsidiaries during the year ended 31 March 2024.
NZX Waivers
There were no waivers granted by NZX or relied on by the Company in the 12 months preceding 31 March 2024.
Additional Statutory Information

43
Blackpearl Group - FY24 Annual Report
Contents:
Contents
Consolidated Financial Statements
50
Consolidated Statement of Financial Position
44
Independent Auditors Report
48
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
55
Notes to the consolidated financial statements
95
Company Directory
52
Consolidated Statement of Changes in Equity
53
Consolidated Statement of Cash Flows

45
Blackpearl Group - FY24 Annual Report





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
Black Pearl Group Limited
Report on the audit of the consolidated financial statements
Our opinion on the consolidated financial statements
In our opinion the accompanying consolidated financial statements of Black Pearl Group 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 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 opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the consolidated financial statements section of our report. We are independent of the Group in
accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance
Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand
Auditing and Assurance Standards Board and 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 opinion.

Other than in our capacity as auditor we have no relationship with, or interests in, Black Pearl Group
Limited or any of its subsidiaries.



Material uncertainty related to going concern
We draw attention to Note 29 in the consolidated financial statements, which states that in the year ended
31 March 2024 the Group had operating cash outflows of $5,425,035 and
incurred a total comprehensive
loss for the year of $5,475,331. As stated in Note 29, these matters and other events or conditions indicate
that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. In addition to the matter described in the
Material uncertainty related to going concern section, we have determined the matters described below to
be the key audit matters to be communicated in our report.


Contingent
Consideration
Area of focus
(refer also to notes 7, 17 & 18)

In August 2023 the Group entered into
agreements varying the terms related to
the acquisition of NewOldStamp. This
resulted in the derecognition of the original
contingent consideration liability and
recognition of a new financial liability,
resulting in a $1.0m gain recognised in the
Statement of Profit or Loss.

The process to determine the appropriate
accounting treatment in the financial
statements involves significant technical
complexity and judgement. We therefore
considered this to be a key audit matter.
How our audit addressed the key
audit matter

Our audit procedures included:
— Reviewed the terms and conditions
of the Deed of Amendment of the
Agreement for Sale and Purchase
of Business, Services Agreement
and Restricted Security Deed
— Assessed management’s analysis
of the accounting treatment of these
agreements for compliance with NZ
IFRS and considered alternative
treatment
— Tested the calculations and basis of
recognition of the new financial
liability
— Assessed that appropriate
disclosure has been included in the
financial statements
Shareholder
Loan

Area of focus
(refer also to notes 7 & 22)

In April 2023 the Group modified the terms
of a $2.4m shareholder loan by deferring
the repayment term by 12 months. This
resulted in a $0.3m gain being recognised
by the Group.

In September 2023 the terms of this
shareholder loan were further amended to
add a conversion feature giving the
How our audit addressed the key
audit matter

Our audit procedures included:
— Reviewed the underlying supporting
documentation of the transactions
and investigated whether the
accounting treatment was in
compliance with NZ IFRS and
considered alternative treatment

47
Blackpearl Group - FY24 Annual Report



Other information
The directors are responsible for the other information. The other information comprises the sections
Financial Highlights, Year in review, Who we are, How we create value, How we performed, Our Board,
Our leadership team, Corporate Governance Statement, Additional Statutory Information and Company
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.

shareholder an option, at their sole
discretion, to convert the outstanding loan
balance into ordinary shares of the
Company at any date before maturity with
an exercise price of $0.63. The
shareholder fully converted the loan on 6
September 2023 and the Group recognised
the ordinary shares at the carrying value of
the loan at the conversion date. This
resulted in additional share capital of
$1.8m being recognised.

The process to determine the appropriate
accounting treatment in the financial
statements involves technical complexity
and judgement. We therefore consider this
to be a key audit matter.

— Assessed that appropriate
disclosure has been included in the
financial statements
Intangible
assets

Area of focus
(refer also to notes 15 & 19)

The Group has $0.9m of intangible assets
for customer contracts relating to the
NewOldStamp acquisition that are being
amortised over 2.5 years. The Group also
has $0.6m of capitalised software
development costs that are being
amortised over 10 years.

In addition, there is $2.6m of goodwill
recorded arising from the acquisition of
NewOldStamp that is not being amortised.

Because of the significance to the financial
statements of these balances and the
judgements and assumptions which need
to be applied in determining the
recoverable amounts of the cash
generating units to which these intangibles
are allocated is the reason why we have
given specific audit focus and attention to
this area.
How our audit addressed the key
audit matter

Our audit procedures included:
— Analysed the key assumptions
included in the Group’s impairment
assessment by comparison with
historical data and trends
— Completed sensitivity analysis on
key assumptions including the
discount rate applied and revenue
growth rates
— Reviewed the level of variable
expenditures that the Group has
ability to adjust over time
— Assessed that appropriate
disclosure has been included in the
financial statements



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 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: Audit Report 1 » XRB
This description forms part of our auditor’s report. The engagement director on the audit resulting in this
independent auditor’s report is Darren Wright.
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

27 June 2024

49
Blackpearl Group - FY24 Annual Report
Financial Statements
Consolidated Statement of Profit or Loss
For the year ended 31 March 2024
Consolidated Statement of Other
Comprehensive Income
For the year ended 31 March 2024
Notes20242023
$$
Subscription revenue64,053,0201,430,746
Cost of sales
Reseller commissions(331,803)(40,770)
Personnel expenses8(284,304)(234,060)
Hosting and server costs(381,555)(382,151)
Merchant bank fees (164,006)(73,036)
Gross profit2,891,352700,729
Other revenue71,424,049179,888
Personnel expenses8(3,322,320)(3,590,928)
Operating expenses9(3,879,023)(2,597,690)
Administrative expenses9(2,378,366)(1,730,129)
Finance income1026,3582,822
Finance costs10(163,848)(135,362)
Loss before income tax(5,401,798)(7,170,670)
Net income tax credit11-270,022
Loss for the year(5,401,798)(6,900,648)
Earnings per share20242023
Basic loss for the year attributable to owners25(0.12)(0.21)
Diluted loss for the year attributable to owners25(0.12)(0.21)
20242023
$$
Loss for the year(5,401,798)(6,900,648)
Other comprehensive income that may be subsequently
reclassified through profit or loss
Exchange differences on translation of foreign operations (73,532)(103,725)
Total comprehensive loss for the year(5,475,330)(7,004,373)
The accompanying notes form part of these consolidated financial statements.

51
Blackpearl Group - FY24 Annual Report
Financial Statements
Consolidated Statement of Financial Position
As at 31 March 2024
NotesAt 31 March
2024
At 31 March
2023
$$
Assets
Current assets
Cash and cash equivalents121,854,4581,759,268
Trade and other receivables13368,468301,599
Income tax receivable-3,846
Prepayments173,37669,828
Total current assets2,396,3022,134,541
Non-current assets
Property, plant and equipment1432,37721,597
Goodwill152,872,4932,872,493
Intangible assets151,295,7511,659,872
Right-of-use assets16130,874-
Total non-current assets4,331,4954,553,962
Total assets6,727,7976,688,503
Liabilities
Current liabilities
Trade and other payables20450,878511,008
Employee entitlements21243,123195,313
Lease liabilities16133,282-
Current contingent consideration1824,461576,941
Current loans and borrowings2282,8771,291,790
Contract liabilities6607,825481,402
Total current liabilities1,542,4463,056,454
Non-current liabilities
Non-current contingent consideration1830,451481,919
Non-current loans and borrowings22283,7331,093,907
Total non-current liabilities314,1841,575,826
Total liabilities1,856,6304,632,280
Consolidated Statement of Financial Position
As at 31 March 2024
NotesAt 31 March
2024
At 31 March
2023
$$
Equity
Share capital2437,493,16828,545,173
Accumulated losses(34,214,186)(29,796,748)
Share based payment reserve261,082,8892,687,853
Shareholder warrants reserve27478,394515,511
Foreign currency translation reserve30,902104,434
Equity attributable to the owners4,871,1672,056,223
Total liabilities and equity6,727,7976,688,503
Nicholas Lissette
Date: 27 June 2024
Timothy Crown
Date: 27 June 2024
Signed for and on behalf of the board:

53
Blackpearl Group - FY24 Annual Report
Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 March 2024
NotesShare
capital
Accumulated
losses
Share
based
payment
reserve
Share
warrants
reserve
Foreign
currency
translation
reserve
Total
$$$$$$
Balance at 31 March 202328,545,173(29,796,748)2,687,853515,511104,4342,056,223
Loss for the year-(5,401,798)---(5,401,798)
Translation differences of
foreign operations
----(73,532)(73,532)
Transactions with owners in their capacity as owners
Issue of share capital246,088,149-(754,049)--5,334,100
Shares issued on
conversion of loan
221,800,735----1,800,735
Share based payments26994,049-133,445--1,127,494
Issue of share capital
for liability classified
contingent consideration
1872,00072,000
Equity classified
contingent consideration
26-984,360(984,360)---
Transaction costs arising
on share issue
9A(44,055)----(44,055)
Share warrants issue2737,117--(37,117)--
Balance at 31 March 202437,493,168(34,214,186)1,082,889478,39430,9024,871,167
Balance at 31 March 202222,012,727(22,672,146)1,419,248-208,159967,988
Loss for the year-(6,900,648)---(6,900,648)
Translation differences of
foreign operations
----(103,725)(103,725)
Transactions with owners in their capacity as owners
Issue of share capital246,082,758-(608,545)--5,474,213
Distribution to owners to
extinguish pre-dividend
loan
24223,954(223,954)----
Share based payments26608,545-759,056--1,367,601
Equity classified
contingent consideration
26--1,118,094--1,118,094
Transaction costs arising
on share issue
9A(382,811)----(382,811)
Share warrants issue27---515,511-515,511
Balance at 31 March 202328,545,173(29,796,748)2,687,853515,511104,4342,056,223
Notes20242023
$$
Cash flows from operating activities
Cash receipts from customers4,088,1771,688,631
Cash paid to resellers for their commission(565,295)(85,505)
Cash paid to suppliers and employees(9,100,570)(7,173,622)
Receipt of government grants109,225180,244
GST payments18,599(33,273)
US Federal taxes paid27,01 6(178)
NZ Income tax refund3,846215,910
Interest paid (lease liabilities)(6,033)-
Net cash used in operating activities 33(5,425,035)(5,207,793)
Cash flows from investing activities
Purchase of property, plant and equipment(30,710)(12,344)
Acquisition of Newoldstamp-(783,608)
Acquisition and development of intangible assets(340,889)(184,642)
Proceeds on disposal of property, plant and equipment245-
Interest received26,3582,822
Net cash used in investing activities (344,996)(977,772)
Cash flows from financing activities
Repayment of loans and borrowings(33,255)(5,200)
Repayment of lease liabilities(41,217)-
Proceeds from borrowings-2,400,000
Direct costs incurred in issuing equity(44,055)(291,112)
Cash receipts from issue of share capital6,125,9864,991,330
Net cash from financing activities 33 6,007,4597,095,018
Consolidated Statement of Cash Flows
For the year ended 31 March 2024

55
Blackpearl Group - FY24 Annual Report
Financial Statements
Notes20242023
$$
Net increase/(decrease) in cash and cash equivalents237,428909,453
Opening cash and cash equivalents at beginning of the year1,759,268900,588
Effect of exchange rate fluctuations on cash held(142,238)(50,773)
Cash and cash equivalents at year end121,854,4581,759,268
Notes to the consolidated financial statements
For the year ended 31 March 2024
1. REPORTING ENTITY
Black Pearl Group Limited (the ‘Company’) is a limited liability company incorporated and domiciled in New Zealand,
registered under the Companies Act 1993.
The Company is a profit-oriented entity and are engaged in the business of building, acquiring, and marketing
data-driven cloud services, consisting of a suite of productivity and demand generation applications for small and
medium-sized businesses.
2. BASIS OF PREPARATION
The consolidated financial statements comprise the results and financial position of the Company and its wholly
owned subsidiaries, Black Pearl Mail Incorporated, Newoldstamp Limited and Noir Perle Limited (together the ‘Group’)
for the year ended 31 March 2024.
Statement of compliance
The consolidated financial statements have been prepared in accordance with the Companies Act 1993 and with
New Zealand Generally Accepted Accounting Practice (‘NZ GAAP’). These consolidated financial statements are Tier 1
for-profit entity that comply with the New Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’),
other New Zealand accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS.
They comply with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards
Board (‘IASB’) applicable to companies reporting under IFRS.
The consolidated financial statements are presented in New Zealand dollars, rounded to the nearest dollar.
These financial statements have been prepared on a going concern basis which assumes continuity of normal business
activities and the realisation of assets and the settlement of liabilities in the normal course of business - for more detail
refer to Note 29.
Basis of measurement
The consolidated financial statements are prepared on the historical cost basis, apart from certain assets and liabilities
which are subsequently measured at fair value.
Functional and presentational currency
The financial results of each entity within the consolidated Group is measured using the currency of the primary
economic environment in which that entity operates (the ‘functional currency’). The consolidated financial statements are
presented in New Zealand dollars, which is the Company’s functional currency and the Group’s presentational currency.
3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS
In preparing these consolidated financial statements, estimates and assumptions have been made concerning the
future. These estimates and assumptions may differ from the subsequent actual results. Estimates and assumptions are
continually evaluated and are based on historical experience and other factors, including expectations or future events
that are believed to be reasonable under the circumstances.
These estimates and assumptions that have a significant risk of causing material adjustments to the carrying amount of
assets and liabilities within the next financial year are:
• Estimated useful life of capitalised software development costs - Note 15
• Estimation of prevailing market interest rate for below-market term loans - Note 22
• Fair value estimation of contingent consideration as part of the Newoldstamp acquisition - Note 18
• Fair value estimation of share price at grant date for share-based compensation - Note 26
• Value of the share warrants - Note 27
Consolidated Statement of Cash Flows
For the year ended 31 March 2024

57
Blackpearl Group - FY24 Annual Report
Financial Statements
Management has exercised the following critical judgements in applying accounting policies:
• Subscription revenue performance obligations and satisfaction of those obligations - see Note 6
• Agent vs principal determination for subscription resellers - see Note 6
• Equity classification of contingent consideration as part of the Newoldstamp acquisition - Note 17
• Impairment of cash generating units - Note 19
• Classification of the share warrants as an equity instrument - see Note 27
• Share warrants and shareholder loan as linked instruments - See Note 27
• Preparation under the going concern assumptions - see Note 29
4. ACCOUNTING POLICIES
Material accounting policies are included in the notes to which they relate.
Material accounting policies that do not relate to a respective note are outlined below.
Standards issued but not yet effective
Certain new accounting standards and interpretations have been published that are not mandatory for the current
reporting period and have not been early adopted by the Group. These standards are not expected to have a material
impact on the Group in the current or future reporting periods and on foreseeable future transactions.
Basis of consolidation
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
All subsidiaries have a reporting date of 31 March. All intra-group balances and transactions, and unrealised profits and
losses arising from intra-group transactions are eliminated in preparing the Group financial statements.
Goods and Services Tax
All amounts are shown exclusive of Goods and Services Tax (‘GST’) and other indirect taxes except for trade receivables
and trade payables that are stated inclusive of GST.
Statement of Cash Flows
The cash flow statement is prepared exclusive of GST, which is consistent with the method used in the statement of profit
or loss and comprehensive income. Definitions of the terms used in the cash flow statements:
• Operating activities are the principal revenue-producing activities of the Group and includes all transactions and
other events that are not investing or financing activities.
• Investing activities are those activities relating to the acquisition and disposal of long-term assets and other
investments not included in cash equivalents.
• Financing activities are those activities relating to changes in the size and composition of the contributed equity and
borrowings of the Group.
Foreign currency translations
Transactions and balances
Foreign currency transactions are initially translated to the Group’s functional currency using the prevailing exchange
rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement and from the
revaluation of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Consolidation of foreign operation’s transactions and balances
The results and financial position of the Company’s subsidiary, prior to consolidation, are translated into the Group’s
presentation currency as follows:
• Assets and liabilities are translated at the closing rate at the date of the Statement of Financial Position;
• Income and expenses are translated using the average exchange rates for the relevant year (unless the average is
not a reasonable approximation of the cumulative effect of the rates prevailing on transaction dates, in which case
income and expenses are translated at the dates of the transactions);
• Translation differences arising from the intercompany loan are recognised through profit or loss; and
• Except for the translation differences arising from the intercompany loan, all translation differences are recognised
through other comprehensive income and are recorded through the foreign currency translation reserve.
Fair value estimation
The Group measures certain balances and transactions at fair value either at initial recognition or subsequently. In order
to determine these fair values, valuation techniques are utilised. To provide an indication about the reliability of the inputs
used in determining fair value, the Group has identified what level of input is utilised in the valuation in the note for each
balance or transaction. An explanation of each level is below.
• Level 1 - The fair value of the asset, liability or instrument is traded in active markets and is based on quoted market
prices at the end of the reporting period.
• Level 2 - The fair value of the asset, liability or instrument which is not traded in an active market and is determined
using valuation techniques which maximise the use of observable market data and rely as little as possible on
entity-specific estimates.
• Level 3 - If one or more of the significant inputs is not based on observable market data, the asset, liability, or
instrument is included in Level 3.

59
Blackpearl Group - FY24 Annual Report
Financial Statements
5. OPERATING SEGMENTS
Accounting policy
Operating segments are components of an entity, engaged in business activities which may earn revenues and incur
expenses, whose operating results are:
• regularly reviewed by an entity’s chief operating decisions makers (‘CODM’);
• used by the CODM to make decisions about resources to be allocated to the segment;
• used by the CODM to assess the performance of the segment; and
• where discrete financial information is available.
Basis for operating segments
In the previous financial year, the two reportable segments were based off the Group’s major product subscriptions
available during the year: Black Pearl Mail and Newoldstamp. For the current financial year Pearl Diver has been
identified as a reportable segment instead of Black Pearl Mail. Pearl Diver is an extension of the core Black Pearl Mail
platform and the Group does not distinguish and now rarely sells Black Pearl Mail separated from Pearl Diver. These
segments have been determined based on how the CODM reviews financial and operational performance, and the
allocation of resources across the Group. The Group’s CODM is the chief executive officer and the board of directors.
Financial performance information reviewed by CODM
The financial information presented for the reportable segments are the main financial performance indicators the
CODM reviews for allocation of resources and reviewing performance. The main information the CODM reviews is the
subscription fees, marketing costs and personnel expenses. This information is reviewed at least quarterly along with
the metrics below.
20242023
Pearl DiverNewoldstampGroupBlack Pearl MailNewoldstampGroup
$$$$$$
Subscription fees 2,791,5561,261,4644,053,0201,231,155199,5911,430,746
Other revenue
streams**
1,450,40431,450,407182,710-182,710
Total revenue*4,241,960 1,261,467 5,503,427 1,413,865 199,591 1,613,456
Marketing1,226,019176,9201,402,939780,309135,639915,948
Personnel
expenses and
contractor costs
3,515,3631,190,1644,705,5273,750,941703,2184,454,159
Other expenses4,533,298263,4614,796,7593,277,330136,6893,414,019
Net loss before
tax
5,032,720369,0785,401,7986,394,715775,9557,170,670
*revenue does not include intra-group or intra-segment amounts
**other revenue streams includes gains on derecognition of financial instruments of $1,325,120 - see note 18 and 22
Geographical information
The Group has extensive international coverage, with the United States being its primary market for subscribers.
The following is breakdown of subscription revenue earned from customers for the top five locations of each segment,
which collectively represent 93.07% (2023: 95.30%) of the Group’s total subscription revenue.
6. SUBSCRIPTION REVENUE
Accounting policy
Subscription revenue is comprised of recurring monthly, quarterly and annual fees from subscribers to the Black Pearl
Mail (‘BPM’), Newoldstamp (‘NOS’) and Pearl Diver cloud-based software. Subscriptions are made directly through the
BPM, NOS and Pearl Diver websites, or through resellers. Revenue is recognised on a straight-line basis across the
term of the subscription. A receivable for subscription revenue is recognised once unconditional payment is due from
the customer. Typically, this is when the customer signs up to the subscription or when a subscription is renewed as
contractually agreed.
Payments received in advance of the subscription term are recognised as contract liabilities. Contract liabilities are
reduced as revenue is recognised across the term of the subscription. Because payments are collected in advance of the
subscription, the Group has no contract assets.
• BPM subscriptions
These are mainly comprised of recurring monthly fees from subscribers, but there is an option for customers
to pay for longer subscriptions in advance. Customers on monthly subscriptions are invoiced at the start of
each subscription month. Customers who choose to pay for longer subscriptions are invoiced at the start of the
subscription period, and revenue is recognised on a straight line basis across the term of the subscription.
• NOS subscriptions
These are comprised of recurring monthly, quarterly and annual fees from subscriptions. The majority of customers
are on annual subscriptions. Customers are invoiced at the start of each subscription period and revenue is deferred
upon payment and recognised on a straight line basis across the term of the subscription. NOS subscriptions
account for the majority of the Group’s contract liabilities.
• Pearl Diver
These are mainly comprised of recurring monthly fees from subscribers, but there is an option for customers
to pay for longer subscriptions in advance. Customers on monthly subscriptions are invoiced at the start of
each subscription month. Customers who choose to pay for longer subscriptions are invoiced at the start of the
subscription period, and revenue is recognised on a straight line basis across the term of the subscription.
Resellers earn commission for their services which is amortised over the term of the contract. For contracts that are less
than 12 months, a practical expedient is applied and the commission is expensed when incurred.
20242023
Pearl DiverNewoldstampGroupBlack Pearl MailNewoldstampGroup
$$$$$$
United States2,513,910779,387 3,293,297 674,444 119,444 793,888
Australia109,917 70,861 180,778 277,555 11,403 288,958
Canada30,98480,740 111,724 124,945 1,167 126,112
United Kingdom25,04971,730 96,779 93,414 9,768 103,182
New Zealand77,55611,837 89,393 39,577 11,774 51,351
Other34,141246,908 281,049 21,220 46,035 67,255
Tota l2,791,5571,261,463 4,053,020 1,231,155 199,591 1,430,746

61
Blackpearl Group - FY24 Annual Report
Financial Statements
Reconciliation to total subscription revenue20242023
$%$%
Total direct sales3,467,153861,301,97991
Total reseller sales585,86714128,7679
Total subscription revenue4,053,0201001,430,746100
20242023
$$
Receivables, included in trade and other receivables303,993 135,369
Contract liabilities607,825 481,402
Significant judgements applied
Application of NZ IFRS 15 Revenue from contracts with customers
The agreed subscription price with the customer is the transaction price. The Group’s performance obligations for
subscriptions to BPM, NOS and Pearl Diver consist of the access provided to the platform and its related features, as
well as related support provided over the subscription term. These services are provided simultaneously during the
subscription period and revenue is recognised over time as the services are performed.
Principal vs agent assessment in reseller arrangements
In a reseller arrangement, the subscription contract is made between the customer and the reseller. The Group is the
principal in the transaction because the subscription services the customer is entitled to are controlled and mainly
provided by the Group. The Group holds the primary responsibility for providing the subscription services to customers
(including issuing and managing all active licences) and ensuring the software is operating as required. The Group is also
responsible for providing all substantial on-going customer support to customers. The Group records the full transaction
price as revenue and the reseller commission as an expense.
In the following table, revenue from contracts with customers is disaggregated between its direct sales and reseller sales.
The Group reviewed the requirements of NZ IFRS 15 Revenue from contracts with customers on a portfolio basis, being
contracts for sales directly with customers (‘Direct Sales’) and customers obtained through resellers (‘Reseller Sales’).
This is because the BPM, NOS and Pearl Diver performance obligations for all Direct Sales are identical, and all its
performance obligations under Reseller Sales are largely identical. The Group has no significant financing components in
any of its contracts with customers.
The following table summarises information about the subscription revenue receivables and contract liabilities:
Additional information about contract liabilities
As part of the acquisition of the Newoldstamp business, the Group assumed contract liabilities of $169,592 on the
acquisition date for subscriptions paid in advance with outstanding service periods. In the current year, the Group
recognised $98,929 of revenue as the required services were provided for the Newoldstamp contract liabilities in other
revenue - see Note 7. (2023: $70,663).
The balance of the contract liabilities assumed as part of the acquistion, at the reporting date, is $nil. (2023: $98,929).
7. OTHER INCOME
Accounting policy
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grants will be
received, and all attaching conditions will be complied with. When the grant relates to an expense item, it is
recognised as income on a systematic basis over the periods necessary to match the grant to the costs that it is
intended to compensate.
8. PERSONNEL EXPENSES
Accounting policy
Salaries and wages
Salaries and wages are recognised as an expense as employees provide services.
Notes20242023
$$
Government grants-109,225
Gain on derecognition of financial instruments18,221,325,120 -
Amortisation of Newoldstamp contract liabilities98,929 70,663
Total other revenue1,424,049 179,888
The gain on derecognition of financial instruments consists of $1,002,950 in relation to contingent consideration (Note 18)
and $322,171 in relation to loans and borrowings (Note 22).
20242023
$$
Salaries and wages3,159,471 2,937,219
Kiwisaver employer contributions69,022 68,059
Sales commissions233,492 44,734
Employee share-based compensation expense - see Note 26112,404 759,056
Increase in employee entitlements - see Note 2132,235 15,920
Total personnel expenses3,606,624 3,824,988

63
Blackpearl Group - FY24 Annual Report
Financial Statements
9. OPERATING AND ADMINISTRATIVE EXPENSES
Auditor’s remuneration
The Group’s auditor for the consolidated financial statements for the year ended 31 March 2024 is William Buck (NZ)
Limited (‘William Buck’). Auditor’s remuneration for the year includes $88,000 for William Buck’s audit of the Group’s
consolidated financial statements for the year.
No other services have been provided by William Buck during the period (2023: audit services only and no other services).
Operating expenses20242023
$$
Advertising and marketing1,402,939 915,948
Contractors1,098,904 629,171
Hosting and Server development costs119,085 97,311
IT service costs298,140 187,770
Consulting costs959,955 765,863
Membership fees-1,627
Total operating expenses3,879,023 2,597,690
Administrative expenses20242023
$$
Bank fees8,0236,144
Director fees355,808 26,666
Accounting fees182,919133,259
Auditor's remuneration88,000108,844
Depreciation and amortisation767,268385,052
Insurance132,09540,715
Other expenses306,110263,507
Travel expenses95,880193,791
Legal fees282,97725,663
Costs associated with listing140,328540,082
Net foreign exchange (gains)/losses18,9586,406
Total administrative expenses2,378,3661,730,129
EQUITY TRANSACTION COSTS
Accounting policy
Transaction costs incurred in issuing or acquiring own equity instruments are accounted for as a deduction from equity,
to the extent they are directly attributable to the equity transaction that otherwise would have been avoided. Transaction
costs related to an equity transaction that is abandoned are recognised as an expense.
During the year, the Group incurred $44,055 of costs during the Company’s capital raise (2023: $382,811). Of the total cost,
$nil was settled through the issue of shares (2023: $91,699) - see more detail in Note 26.
The costs were mainly from consulting firms, charging a fee based on a percentage against capital raised from investors
they had introduced to the Company. These costs have been allocated to share capital.
10. NET FINANCE COSTS
Accounting policy
Borrowing costs are recognised as an expense in the financial year in which they are incurred.
Below-market term loans are subsequently measured at amortised cost with the recognition of interest as part of
applying the effective interest method. As the below-market term loans are amortised to their present value at reporting
date, this includes the recognition of borrowing costs as per above i.e. actual interest payable, and a separate interest
expense for the unwind of the initial fair value discount. For more details on below-market term loan accounting,
see Note 22.
9A
Finance costs20242023
$$
Interest accrued on loans and borrowings143,05921,356
Amortisation of below-market term loans (fair value unwind)14,756 114,006
Interest on lease liabilities6,033 -
Total finance costs163,848 135,362
Finance income
Bank interest earned26,358 2,822
Total finance income26,358 2,822
Net finance costs137,490 132,540

65
Blackpearl Group - FY24 Annual Report
Financial Statements
11. INCOME AND DEFERRED TAX
Accounting policy
Tax expense comprises current and deferred tax. Income tax is recognised in the statement of profit or loss and
other comprehensive income except when it relates to items recognised directly in equity (in which case the income
tax is recognised in equity). Income tax is based on tax rates and regulation enacted in the jurisdiction in which the
entities operate.
Deferred tax is recognised in respect of temporary differences between the carrying amount of asset and liabilities for
financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax is based on the
expected manner of realisation of the carrying amount of assets and liabilities, using tax rates enacted or substantially
enacted at the end of the reporting period. A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available, against which the asset can be utilised.
20242023
$$
Net loss before income tax(5,401,798)(7,170,670)
At the New Zealand statutory income tax rate of 28% (2023: 28%)(1,512,503)(2,007,788)
Non-deductible expenditure-189,327
Unrecognised tax losses1,512,5031,548,439
Income tax expense/(credit)-(270,022)
Income tax credit comprised of
Recognition of deferred tax balances from the NOS business acquisition-(270,022)
Research and Development cash out of tax losses--
In previous years, the Company claimed Research and Development cash out of tax losses. This resulted in tax losses
generated being paid to the Company as cash in exchange for forfeiting these losses. The cash received from these
losses is required to be repaid to the Inland Revenue Department if certain events occur (including a liquidator being
appointed, disposal of assets generated from research and development, the entity ceases to be an NZ resident
company or more than 90% of the Company’s shareholding has changed since the Company first claimed the cash out.
The Company has considered these requirements and none of these events have occurred. The total amount of cash
received to date is $1,314,389 (2023: $1,314,389). The Group has no receivable in relation to cash out of tax losses at
31 March 2024 (2023: nil).
Now that the Company is listed on the New Zealand Stock Exchange, it is no longer eligible to claim the Research and
Development cash out of tax losses.
Deferred tax assets on deductible temporary differences have been recognised to the extent taxable temporary
differences exist in the same tax jurisdiction. No deferred tax asset is recognised in excess of the available taxable
temporary differences, due to the uncertainty of when the asset can be utilised.
The Group has no unrecognised deferred tax assets (apart from tax losses) related to deductible temporary differences
(2023: $292,875). The Company has New Zealand tax losses of $19,239,557, available for use against future taxable profits,
subject to the New Zealand Tax Legislation requirements being met (2023: $18,523,671).
The subsidiary incorporated in the United States has federal tax losses of USD $2,332,884 in 2024 (2023: $2,139,420) and
Arizona State tax losses of USD $2,353,538 in 2024 (2023: $2,160,124) which are available indefinitely for use against future
taxable profits. No deferred tax asset has been recognised for tax losses as the Group has assessed there is not a
probability of utilising these losses in the near future due to the current loss position.
The following is a breakdown of the Group’s deferred tax balances:
20242023
Opening
balance
at 1 April
Charged
to profit
or loss
Deferred
tax asset
balance at
31 March
Opening
balance
at 1 April
Charged
to profit
or loss
Recognised
in goodwill
as part of
business
combination
Deferred
tax asset
balance at
31 March
$$$$$$
Leases-674674----
Borrowings(27,001)3,600(23,401)(28,994)1,993-(27,001)
Intangible
assets
(464,764)(339,534)(804,298)(93,305)(101,437)(270,022)(464,764)
Share based
payments
463,271(160,062)303,209103,793359,478-463,271
Employee
entitlements
28,494(28,494)-18,5069,988-28,494
Tax losses-523,816523,816----
Tota l----270,022(270,022)-

67
Blackpearl Group - FY24 Annual Report
Financial Statements
12. CASH AND CASH EQUIVALENTS
Accounting policy
Cash and cash equivalents includes deposits held on call with banks, and other short-term highly liquid investments with
original maturities of three months or less.
13. TRADE AND OTHER RECEIVABLES
Accounting policy
Short-term receivables are recorded at the amount due, less an allowance for credit losses. The Group applies the
simplified expected credit loss model (ECL) of recognising lifetime expected credit losses for receivables. In measuring
expected credit losses, short-term receivables have been assessed on a collective basis as they possess shared credit
risk characteristics. They are grouped based on the days past due. Based on collection history and expectation of
collection of current balances the Group has determined that any ECL provision would be trivial and therefore has not
recorded a provision.
Short term-receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no
reasonable expectations of recovery include the debtor being in liquidation or the receivable being more than one year
overdue (in default).
20242023
$$
Cash and cash equivalents1,854,4581,759,268
Total cash and cash equivalents1,854,4581,759,268
20242023
$$
Trade receivables303,993135,369
GST receivable35,56354,161
Government grant receivable (RDTI)-109,225
Other receivables28,9122,844
Total trade and other receivables368,468301,599
14. PROPERTY, PLANT AND EQUIPMENT
Accounting policy
All property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment
losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent expenditure
is only capitalised if the future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs
and maintenance are expensed as incurred.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount of the underlying asset.
These gains or losses are included in profit or loss. Depreciation is recognised in profit or loss on a straight-line basis over
the estimated useful lives of each part of an item of property, plant and equipment. Depreciation methods, useful lives
and residual values are reviewed and adjusted, if appropriate, at each reporting date.
The only class of PPE is computer and office equipment, which is depreciated across a 2 year useful life.
The property, plant and equipment carrying value is reassessed at each balance sheet date for impairment.
No indicators of impairment were identified at year end (2023: nil).
20242023
Cost $$
Balance at 1 April81,13472,226
Additions30,71012,344
Disposals(10,168)(4,056)
Translation difference292620
Balance at 31 March101,96881,134
Depreciation and impairment losses
Balance at 1 April59,53747,219
Depreciation for the year18,63315,415
Disposals(8,862)(3,605)
Translation difference283508
Balance at 31 March69,591 59,537
Carrying amount 32,377 21,597

69
Blackpearl Group - FY24 Annual Report
Financial Statements
15. INTANGIBLE ASSETS (INCLUDING GOODWILL)
Accounting policy
Internally‑generated intangible assets
An internally-generated intangible asset arising from development (or from the development phase of an internal
project) is recognised if, and only if, all of the following conditions have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell
the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the directly attributable cost
necessary to create, produce, and prepare the asset from the date when the intangible asset first meets the recognition
criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is
recognised in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated
amortisation and accumulated impairment losses.
These are included in the Capitalised development cost intangible asset class.
Customer contracts
The customer contracts were acquired as part of a business combination - see Note 17 for more details.
They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-line basis
based on the timing of projected cash flows of the contracts over their expected life.
Capitalised software development acquired
The Newoldstamp software was acquired as part of a business combination - see Note 17 for more details.
The fair value was determined by using the cost to rebuild approach, measuring the cost to developer time and other
directly attributable costs necessary to rebuild the asset in its current state. These costs considered as part of the
valuation are consistent with the Group’s accounting policy on internally-generated intangible assets and is consistent
with costs that would be incurred by a market participant. The value was then adjusted for the expected remaining useful
life of the asset.
It is subsequently amortised on a straight-line basis based on the remaining useful life of the asset. This asset is included
as part of Capitalised development cost.
Goodwill
Goodwill arising from business combinations is measured as the excess of the sum of the consideration transferred over
the net identifiable assets acquired and liabilities assumed - see Note 17 for more details.
Goodwill is not amortised but is tested for impairment annually, or more frequently if events or changes in circumstances
indicate that it might be impaired and is carried at cost less accumulated impairment losses. For impairment testing,
refer to Note 19. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Amortisation of intangible assets with finite useful lives
The Group amortises intangible assets with a limited useful life using the straight-line method over the following periods.
Amortisation methods, useful lives and residual values are reviewed at each financial year-end and adjusted
if appropriate.
Years
Website5
Capitalised development costs10
Customer contracts2.5
Critical accounting estimates
The estimated useful life of its capitalised development costs and customer contracts are critical accounting estimates.
Capitalised development costs
This includes capitalised development work in relation to the Black Pearl Mail software (the ‘BPM software’) and the
Newoldstamp software (the ‘NOS software’). The useful life of the BPM software is 10 years and the remaining useful life of
the NOS software is 5 years. Management considered industry practice, the nature of the asset and previous experience
in determining the useful life. The useful life of 10 years for the BPM software is higher than the industry average (6 years),
due to the more stable environment the Group operates in, resulting in less frequent obsolescence of intangible assets
than the industry norm.
Customer contracts
The useful life of the contracts were estimated based on the expected life of the contracts the Group acquired as part of
the business combination. The Group’s estimated useful life of 2.5 years (30 months) was determined through analysis of
the underlying customer data for the NOS software customers for the past three years, reviewing specific metrics such as
churn rates and average lifetime values.
GoodwillCustomer contractsWebsiteCapitalised dev costsTotal
Cost$$$$$
Balance at 1 April 20232,872,4931,133,958 146,084 1,745,0505,897,585
Additions---340,889340,889
Balance at 31 March 20242,872,493 1,133,958 146,084 2,085,9396,238,474
Amortisation and impairment losses
Balance at 1 April 2023-188,99339,9101,136,3171,365,220
Amortisation for the year-453,58325,662225,765705,010
Balance at 31 March 2024-642,57665,5721,362,0822,070,230
Carrying amount at
31 March 2024
2,872,493 491,38280,512723,8574,168,244

71
Blackpearl Group - FY24 Annual Report
Financial Statements
The intangible asset carrying value is reassessed as at each balance sheet date for impairment. The Group completed
impairment testing for its cash-generating units, specifically goodwill but included the intangible assets attributable to
each cash-generating unit - for more detail, refer to Note 19. No impairment is identified at year end (2023: nil).
GoodwillCustomer contractsWebsiteCapitalised dev costsTotal
Cost$$$$$
Balance at 1 April 2022--36,030 1,292,784 1,328,814
Acquired through
business combination
2,872,493 1,133,958 -377,677 4,384,128
Additions-- 110,054 74,589 184,643
Balance at 31 March 2023 2,872,493 1,133,958 146,084 1,745,050 5,897,585
Amortisation and impairment losses
Balance at 1 April 2022--21,617 973,966 995,583
Amortisation for the year-188,993 18,293 162,351 369,637
Balance at 31 March 2023-188,993 39,910 1,136,317 1,365,220
Carrying amount at
31 March 2023
2,872,493 944,965 106,174 608,733 4,532,365
16. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
Accounting policy
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract, is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset
is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments
made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle
and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease
incentives received.
The right-of-use asset is subsequently depreciated under the straight-line method from the commencement date to the
end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined,
the Group’s incremental borrowing rate. The Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise fixed payments.
The lease liability is measured at amortised cost under the effective interest method.
Right-of-use assets
The Group leases office space for its Wellington operations. The current lease is for a twelve month term
expiring 31 December 2024 with an extension option. At expiry of the term the lease automatically continues on a
month-to-month basis.
Lease liabilities
Total
Cost$
Balance at 1 April 2023-
Additions 174,499
Balance at 31 March 2024 174,499
Depreciation and impairment losses
Balance at 1 April 2023-
Amortisation43,625
Balance at 31 March 202443,625
Carrying amount at 31 March 2024130,874
Carrying amount at 31 March 2023-
20242023
$$
Current133,282 -
Non-current--
Total lease liabilities133,282-
Total cash outflow relating to lease liabilities of $47,250 (2023: $nil), comprising $6,033 (2023: $nil) of interest and $41,217
(2023: $nil) of repayment of lease liabilities. The undiscounted cash outflow due in the next 12 months is $141,750.

73
Blackpearl Group - FY24 Annual Report
Financial Statements
17. ACQUISITION OF NEWOLDSTAMP
Accounting policy
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity
instruments or other assets are acquired. The consideration transferred for the acquisition of a business comprises the:
• Fair values of the assets transferred
• Liabilities incurred to the former owners of the acquired business
• Equity interests issued by the Group
• Fair value of any asset or liability resulting from a contingent consideration arrangement
• Fair value of any pre-existing equity interest in the subsidiary
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair value at the acquisition date. The Group recognises any non-controlling interest
(‘NCI’) in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the NCI’s proportionate share
of the acquired entity’s net identifiable assets.
Acquisition related costs are expensed as incurred. The excess of the:
• consideration transferred,
• amount of any NCI in the acquired entity, and
• acquisition-date fair value of any previous equity interest in the acquired entity
Over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair
value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a
bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their
present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate
at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value recognised in profit or loss. If the business combination
is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is
remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in
profit or loss.
Background
In the prior year (October 2022), the Group entered a sale and purchase agreement with the owners of NewOldStamp
Incorporated (the ‘sellers’), a US company with operations in Ukraine, acquiring the Newoldstamp (‘NOS’) product and
business. The business was acquired on 1 November 2022. The Group did not acquire NewOldStamp Incorporated’s
share capital, but purchased specific assets (and assumed certain liabilities) from the entity. The primary reason for the
acquisition was to acquire its revenue and organic traffic, and to help scale the Group’s operations.
Purchase price
The following is a breakdown of the fair value of the purchase price for the acquisition:
2023
$
Cash paid on completion783,608
Ordinary shares issued on completion to the sellers999,729
Contingent consideration - fixed shares deliverable to the sellers1,118,094
Contingent consideration - variable shares deliverable to the sellers1,043,084
Total purchase price consideration3,944,515
Ordinary shares issued on completion
549 shares were issued at $1,821 each on completion of the acquisition. These amounts are before the share split, which is
equivalent to 799,783 shares at $1.25 each after the share split.
Contingent consideration
The purchase price includes the issue of shares to the sellers, contingent on the continued performance of the business.
Issue of the shares are subject to conditions being met at 12 months and 24 months from the acquisition date. The
following are the primary conditions:
• the domain names have generated at least 850,000 organic website visits for the first 12 months
• the domain names have generated at least 850,000 organic website visits for the following 12 months
These conditions must be met, for the Company to issue shares to the sellers. The domain names condition was met for
the first 12 months and the company has assessed a 100% probability that these conditions would be met for the following
12 months.
The shares deliverable to the sellers, contingent on the conditions above, includes a fixed amount of shares based on the
share price at the time of the acquisition (the ‘fixed shares’), as well as a variable number of shares based on the current
share price but at fixed values i.e. the total value is fixed but the number of shares will vary depending on the share price
at the time the Company must issue those shares (the ‘variable shares’).
Fixed shares
The following is a summary of the quantity of the shares and their price owed to the sellers, both before and after the
share split:
Variable shares
The following is a breakdown of the total value of shares owed to the sellers. The amount recognised on acquisition is the
discounted value and the table below includes the face value and discounted values of those shares on acquisition date:
Critical accounting judgements - classification of contingent consideration
The Group considers it appropriate to measure the variable and fixed shares as separate units of account, due to each
consideration type having different economic risk characteristics and providing a different benefits to the vendor. From
the Group’s perspective the variable shares are impacted by the share price on the future date of issue, which will impact
the number of shares that will need to be issued to satisfy this liability.
In contrast, the fixed shares are not impacted by the share price on issue and the amount to be issued is not changed
by the share price. If instead the Group viewed the fixed and variable shares as a single unit of account, that single
instrument would be treated as a liability and measured at fair value through profit or loss. The Group considers that
treating the fixed and variable shares as separate units of account better represent the transaction and the different
risks and characteristics of these two types of consideration.
Post-share splitPre-share split
Share no.Share priceShare no.Share price
12 months from acquisition date479,287 $1.25 each329$1,821 each
24 months from acquisition date415,188 $1.25 each285$1,821 each
Total value of fixed shares$1,118,094
Discounted valueFace value
$$
12 months from acquisition date571,429594,000
24 months from acquisition date471,655521,400
Total value of variable shares1,043,0841,115,400

75
Blackpearl Group - FY24 Annual Report
Financial Statements
Critical accounting estimates - fair value of contingent consideration
Fixed shares
The Company’s shares were not publicly traded at the time they were issued. The Company determined the fair value
of share rights by reference to the value of shares issued in the closest equity round to the measurement date. The
Group considers this to be an estimated market price. In this case, the closest equity round was the capital raise before
the Company initially listed on the NZX. This price is also the NZX listing price at the end of November 2022. The Group
considers the estimated market price to be consistent with the price a knowledgeable, willing market participant would
pay. The Group considers this to be a level 3 fair value input.
Variable shares
The variable shares are classified as financial liabilities by the Group. Its fair value at the date of the acquisition is the
present value of the specified fixed values, discounted at a rate of 5%. The discount rate is a level 3 fair value input,
estimated using a risk free discount rate as a base with an estimated equity premium. The undiscounted value of the
total variable shares entitlement is $1.680 million. For subsequent measurement, refer to Note 18 below.
Post-combination remuneration expenses
As part of the sale and purchase agreement with the owners of NewOldStamp Incorporated, they were provided with
share-based payments to continue to work within the business. The share-based payments are linked to continued
service for the business.
These are treated as post-combinaton remuneration as an employee share-based payment - refer to Note 26.
Variation of contingent consideration related to the Newoldstamp acqusition
In August 2023, all the participants agreed to vary certain terms relating to the November 2022 acquisition of its
Newoldstamp division. BPG acquired Newoldstamp from an entity majority-owned by Volodymyr Zastavnyy. At the time
of acquisition, Volodymyr entered a services contract with BPG and became BPG’s Chief Revenue Officer (in addition to
managing the day-to-day operations to Newoldstamp for BPG). The variation saw Volodymyr continue to manage
the Newoldstamp division but step back from the Chief Revenue Officer role and Group level involvement. Accordingly,
the contractual obligation was changed to reduce the value of shares that were required to be issued. There was no
change to the assets or liabilities acquired by the Group in the original business combination or the expectation of the
vendor meeting the conditions of the original contingent consideration. The contingent consideration amounts were
varied as follows:
Fixed share
The amount of shares to be issued were reduced from 894,475 to 107,453. See note 26 for treatment of this variation.
Variable shares
The discounted dollar value of shares to be issued was reduced from $1.058 million to $126,912. See note 18 for treatment of
this variation.
2023
$
Capitalised software development377,677
Customer contracts1,133,958
Contract liabilities(169,592)
Deferred tax liability (317,508)
Deferred tax asset47,486
Goodwill2,872,493
Assets and liabilities acquired
The Group acquired and recognised other separately identifiable intangible assets i.e. customer contracts and software
(capitalised development costs), deferred revenue and goodwill:
Goodwill recognised is the difference between the fair value of the purchase price and the net amount of the assets
acquired and liability assumed. The recognised goodwill represents the organic traffic that will be used by the group for
future growth. Goodwill is non deductible for tax purposes.
Critical accounting estimates - fair value of assets and liabilities
The following estimates all involve level 3 fair value inputs.
Capitalised software development
The fair value was determined using the present value of the expected revenues from the acquired customer
contracts, net of the costs necessary to service those subscriptions. Certain assumptions have been made about the
expected life of the existing contracts (30 months), through analysis of the underlying customer data for Newoldstamp
customers for the past three years, reviewing specific metrics such as churn rates and average lifetime values. The
cashflows were discounted using the Group’s estimated weighted average cost of capital (‘WACC’) and the following
is a sensitivity analysis:
Contract liabilities
The deferred revenue balance has been adjusted to reflect the cost of providing the services, as opposed to the
contractual values of revenue deferred. The cost build-up approach was taken, where the amount represents a market
participant would expect to incur to service the contracts, plus an estimated margin.
Revenue and net loss in relation to the Newoldstamp acquisition
The total amount of revenue earned from Newoldstamp since it was acquired was $1,461,054 and with a total loss of
$369,078 before tax, for the year ended 31 March 2024 (2023: loss of $775,955 before tax).
If Newoldstamp was acquired at 1 April 2022, the Group’s total revenue would increase by $635,435 taking total revenue to
$2,066,181 for the year ended 31 March 2023. The Group’s total loss before tax would increase by $253,110, taking total loss
before tax to $7,423,780 for the year ended 31 March 2023.
$
Net present value of customer contracts at 13% WACC1,133,958
Effect of +300 BPS on WACC(23,381)
Effect of -300 BPS on WACC25,073

77
Blackpearl Group - FY24 Annual Report
Financial Statements
18. CONTINGENT CONSIDERATION LIABILITY
Accounting policy
Contingent consideration classified as a liability, resulting from business combinations, is valued at fair value at the
acquisition date of the business combination. When the contingent consideration meets the definition of a financial
liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair value is based
on present value of the liability, including any assumptions about meeting each performance target attached to the
contingent consideration.
In August 2023, all the participants agreed to vary certain terms relating to the November 2022 acquisition of its
Newoldstamp division. The contractual obligation was changed to reduce the dollar value of shares to be issued
to $126,912 (from $1.68 million undiscounted; $1.058 million discounted). There was no change to the assets or liabilities
acquired by the Group in the original business combination or the expectation of the vendor meeting the conditions
of the original contingent consideration. As such, the Group has derecognised the original contingent consideration
liability and recognised a new liability based on the expected contingent consideration to be paid based on the original
expectations of the vendor meeting the conditions. This results in a gain in the profit or loss of $1m on the extinguishment
of the contingent consideration liability.
Refer to Note 26 for details of the amendments to the equity classified contingent consideration.
During the year the first contingent payment date occurred, all targets were met resulting in $72,000 of shares
(124,759 shares) being issued (see Note 17).
20242023
$$
Variable share issue from the Newoldstamp acquistion1,058,8601,043,084
Fair value remeasurement 71,00215,776
Modification of the deferred consideration(1,002,950)-
Issue of shares(72,000)-
Total contingent consideration54,9121,058,860
Current contingent consideration24,461576,941
Non-current contingent consideration30,451481,919
Total contingent consideration54,9121,058,860
19. IMPAIRMENT OF CASH GENERATING UNITS
Accounting policy
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually
for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other
assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal (‘FVLCOD’) and
value in use (‘VIU’).
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets i.e. cash
generating units (CGUs). Non-financial assets, other than goodwill that suffered an impairment, are reviewed for possible
reversal of impairment at the end of each reporting period.
Identification of CGUs
The carrying amount of the Group’s assets were reviewed to determine whether there is any indication of impairment and
if so, tested or tested regardless in the case of indefinite life intangible assets. The Group identified two cash generating
units, based on its product offerings:
• Pearl Diver - the Group’s most significant product offering, which collates and presents data about interactions with
a customer’s website. The Group’s original product Black Pearl Mail, which offers email customisation subscriptions
to customers and the ability to gather data about how customers interact with those emails, is provided as part of a
Pearl Diver subscription.
• Newoldstamp - the acquired business which also offers email customisation subscriptions to customers.
In the previous financial year, the two CGUS identified were (1) Black Pearl Mail, and (2) Newoldstamp. For the current
financial year Pearl Diver has been identified as a CGU instead of Black Pearl Mail. Pearl Diver is an extension of the
core Black Pearl Mail platform and the Group does not distinguish and now rarely sells Black Pearl Mail separated from
Pearl Diver.
Allocation of goodwill
Goodwill is allocated between Pearl Diver and Newoldstamp for the purpose of impairment testing. 90% ($2,585,244) is
allocated to Pearl Diver and 10% ($287,249) to Newoldstamp reflecting the future growth expected from the organic traffic.
Key assumptions of impairment testing
The Group has tested impairment by measuring each CGU’s value in use (‘VIU’). The calculations are based on cash
flow projections covering a three-year period and operating expenses reflecting the financial budgets approved by
management and the Board.
Pearl Diver CGU has a carrying value of $5.4 million using an average revenue growth rate of 18.5%. As part of estimating
its VIU, different revenue growth rates were used but the estimation is most sensitive to the growth rates used in the first
two years. For example, if the revenue growth rate for the first year was 12% lower than the growth rate used in the VIU
calculation, then the Group would need to consider whether there is impairment. To determine the terminal value a
2.1% long-term growth rate was applied. A post-tax discount rate of 17.0% was used to establish the recoverable amount
under the VIU model. The Group has determined that no impairment is required to the Pearl Diver CGU.
Newoldstamp GCU has a carrying value of $1.4 million using an average revenue growth rate of 5%. To determine the
terminal value a 2.1% growth rate was applied. A post-tax discount rate of 17.0% was used to establish the recoverable
amount under the VIU model. The Group has determined that no impairment is required to the Newoldstamp CGU.
Management has determined the values of its key assumptions in its VIU calculations for both Pearl Diver CGU and
Newoldstamp CGU as follows:
• Revenue growth rate - based on the number of sales leads, the conversion of those leads to billable customers,
and marketing expenditure.
• Long-term growth rate - using published international technology industry growth rates, particularly those in the
United States.
• Post-tax discount rate - reflecting the specific circumstances and risks of the Group, and benchmarked against
NZX listed technology companies.

79
Blackpearl Group - FY24 Annual Report
Financial Statements
Result of impairment testing
Following the assessment of the recoverable amount of goodwill allocated to both Pearl Diver and Newoldstamp, the
directors consider the recoverable amounts of the CGUs to be the most sensitive to the achievements of the budget.
Budgets comprise of forecast subscription revenue, marketing, staff costs and overheads based on current and
anticipated market conditions that have been considered and approved by the Board.
Impact of possible changes in key assumptions
The Group has conducted an analysis of the sensitivity of impairment test to changes in the key assumptions used to
determine the recoverable amount for each of the Group’s CGUs to which goodwill is allocated. The directors believe that
any reasonably possible changes in the key assumptions on which the recoverable amount is based would not cause the
aggregate carrying amount to exceed the aggregate recoverable amount of the related CGUs.
20. TRADE AND OTHER PAYABLES
Accounting policy
The carrying value of trade and other payables are classified as financial liabilities and measured at amortised cost,
which approximates their fair value.
21. EMPLOYEE ENTITLEMENTS
Accounting policy
Employee benefits that are expected to be settled wholly within twelve months after the end of the year in which the
employee provides the related service are measured based on accrued entitlements at current rates of pay. These
include salaries and wages accrued up to balance date, and annual leave earned to, but not taken at balance date.
20242023
$$
Trade payables171,601 219,052
Accrued expenses279,277 291,956
Total trade and other payables450,878 511,008
Trade payables are unsecured, non-interest bearing and are usually paid within 30 days of recognition.
20242023
$$
Accrued wages and salaries109,12493,549
Annual leave entitlements133,999101,764
Total employee entitlements243,123195,313
22. LOANS AND BORROWINGS
Accounting policy
Borrowings on normal commercial terms are initially recognised at the amount borrowed plus transaction costs.
Interest due on the borrowings is subsequently accrued and added to the borrowings balance.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months after balance date.
Loans made at nil or below-market interest rates are initially recognised at the present value of their expected future
cash flow, discounted at the current market rate of return.
For below-market term loans received from government, the difference between the face value and the present value of
the expected future cash flows of the loan is recognised in profit or loss as a government grant. Below-market term loans
from the government are subsequently measured at amortised cost using the effective interest rate method.
The Group has two below-market term loans from government: The loan from Callaghan Innovation for research
and development (‘Research and development loan’) and the small business cash flow loan from the Inland Revenue
Department (‘Small business cash flow loan’):
Research and development loan
The principal amount of the loan is $400,000 and bears non-compounding interest at 3% per annum. The total term
of the loan is 10 years and regular monthly payments must be made after the third anniversary of the loan and
must be fully repaid by the end of the term. The loan terms have not changed since inception. The loan matures
in September 2030.
Small Business Cashflow Scheme loan
The principal amount of the loan is $29,800 and bears non-compounding interest at 3% per annum. The total term of the
loan is 5 years and regular payments must be made after the second anniversary of the loan and must be fully repaid by
the end of the term. The loan terms have not changed since inception. The loan matures in August 2025.
20242023
$$
Current portion
Credit card balances3,91024,651
Below market-term loans from the government78,96739,621
Shareholder loan-1,227,518
Total current portion82,877 1,291,790
Non-current portion
Below market-term loans from the government283,733 328,998
Shareholder loan-764,909
Total non-current portion283,7331,093,907
Total loans and borrowings 366,6102,385,697

81
Blackpearl Group - FY24 Annual Report
Financial Statements
The principal amount, unamortised debt discount and net carrying amount of the government loans are as follows:
Critical accounting estimates
The fair value of the below market-term loans from the government on initial recognition was determined using the
discounted cash flow method. A level 3 fair value input was used, being the estimated market discount rate of 8.44% and
the following is a sensitivity analysis against the carrying value of the loans:
At 31 March20242023
$$
Principal amount396,053424,833
Interest payable accrued34,86332,543
Unamortised fair value write-down(68,216)(88,757)
Total carrying value of below market-term loans from the government362,700368,619
20242023
$$
Carrying value of below market-term loans from the government
using the 8.44% discount rate
362,700368,619
Carrying value of below market-term loans from the government
using a 7% discount rate
378,637 388,063
Difference to carrying amount15,93719,444
Carrying value of below market-term loans from the government
using a 10% discount rate
346,068 348,569
Difference to carrying amount(16,632)(20,050)
Modification of loan
In April 2023 the repayment dates of the loan were deferred for a period of 12 months (all other terms remained the same).
This deferral was recorded as a substantial loan modification resulting in a gain of $322k through profit or loss when the
carrying value of the loan was derecognised and the new loan was recognised based on the discounted cash flows
under the new terms.
Conversion of the loan
In September 2023, the terms of the shareholder loan were amended to add a conversion feature giving the shareholder
an option, at their sole discretion, to convert the outstanding loan balance into ordinary shares in the Company at any
date before maturity. The shareholder fully converted the loan (exercise price of $0.63) on 6 September 2023 resulting in
the issuance of 3,839,788 ordinary shares and the loan balance being fully extinguished. The Company determined that
the most appropriate accounting policy to recognise the conversion to shares was to recognise the ordinary shares at
the carrying value of the loan on conversion date. This resulted in additional share equity of $1.8 million.
Below-market term loans from the Group’s shareholder
The Group had a below-market term loan from its shareholder, Crown BP Holdings LLC. The difference between the face
value and the present value of the expected future cashflows of the loan on initial recognition was taken through equity,
representing the warrants issued by the Group in exchange for the below-market terms of the loan (see Note 27 for details
of the warrants issued). The loan incurred $130k of interest during the period (2023: nil).
The loan was subsequently measured at amortised cost using the effective interest rate method. The principal amount of
the loan was $2.4m with interest charged at 1% per annum. Interest was payable quarterly, with 50% of the principal due
after 13 months from the date of signing, with the rest due when the loan matures (originally January 2025).
At 31 March20242023
$$
Opening shareholder loan balance1,992,427-
Loan issuance-2,400,000
Interest payable accrued130,4808,417
Unamortised fair value write-down-(415,990)
Reduction from modifications(322,171)-
Conversion of the loan to ordinary shares(1,800,736)-
Total carrying value shareholder loans-1,992,427
23. FINANCIAL INSTRUMENTS
The Group’s policy is that no speculative trading in financial instruments may be undertaken.
Classification and fair values
Financial instruments are classified, at initial recognition, as subsequently measured at amortised cost, fair value through
other comprehensive income, or fair value through profit or loss. The classification of the Group’s financial instruments
into these categories is included in the table below.
Financial instrumentFinancial instrument
Cash and cash equivalentsAmortised cost
Trade and other receivablesAmortised cost
Trade and other payablesAmortised cost
Contingent consideration liabilityFair value through profit or loss
Loans and borrowingsAmortised cost
Lease liabilitiesAmortised cost
The carrying value of the Group’s financial instruments carried at amortised cost do not materially differ from their fair
value. There were no transfers between classes of financial instruments during the year (2023: no transfers).

83
Blackpearl Group - FY24 Annual Report
Financial Statements
Capital management
The capital structure of the Group primarily consists of equity raised by the issue of shares in Black Pearl Group Limited.
The Group considers its capital to comprise its fully paid up, ordinary share capital and accumulated losses.
The Group manages its capital to ensure it maintains an appropriate capital structure to support the business and
continue as a going concern. The Group’s capital structure is adjusted based on business needs and economic
conditions. The Group is not subject to any externally imposed capital requirements.
When managing capital, management’s objective is to achieve optimal long term capital returns to shareholders and
benefits for other stakeholders. There have been no material changes in the Group’s management of capital from the
previous year.
This note should be read in conjunction with Note 29 - Going Concern which outlines details of the Group’s going concern
assumption and the financial year 2025 plan that Directors believe will enable the Group to continue operations.
Financial risk management
The main risks arising from the Group’s financial instruments are foreign exchange currency risk, liquidity risk and credit
risks which arise in the normal course of the Group’s business. The Group uses different methods to measure and manage
different types of risks to which it is exposed.
The following presents both qualitative and quantitative information on the Group’s exposure to each of the above risks,
along with policies and processes for managing risks.
Foreign currency risk
Nature of risk
Foreign currency risk is the risk that changes to foreign exchange rates negatively impact the Group’s New Zealand dollar
(NZD) net cash flows.
Exposure and risk management
A large portion of the Group’s subscription revenue is priced using the United States Dollar (USD). This is different to
the Group’s presentational currency of NZD. The Group is exposed to other foreign currencies, but the exchange rate
fluctuations between USD and NZD are the Group’s primary source of foreign currency exposure. The Group maintains a
USD bank account for its US operations, providing a natural hedge for its US branch operational costs. However, all other
operations (i.e. Black Pearl Mail and Newoldstamp) use NZD bank accounts which generates foreign currency fluctuations
from subscription payments throughout the year.
The Group does not hedge this exposure e.g. foreign exchange swaps.
The following balances are subject to foreign currency exchange fluctuations:
• Trade receivables, being the amounts receivable for subscriptions; and
• Cash and cash equivalents being cash amounts held in USD in its foreign operations.
At 31 March, had the local currency strengthened/weakened against the USD by 10% the pre-tax loss (in NZD) would have
been (higher)/lower as follows:
20242023
At 31 MarchBalance+10% -10%Balance+10%-10%
(USD)(NZD)(NZD)(USD)(NZD)(NZD)
Cash and cash equivalents33,608(4,994)6,339565,596(81,945)100,146
Trade and other receivables176,586(29,612)29,93464,176(9,453)11,209
Increase/(decrease) in pre-tax loss(34,606)36,273(91,398)111,355
Interest rate risk
Nature of risk
Interest rate risk is the risk that changes in interest rates negatively impact the Group’s financial performance or the value
of its financial instruments.
Exposure and risk management
The Group’s interest rate risk arises from its cash and cash equivalents balances. The Group currently has no significant
exposure to interest rate risk other than in relation to the amount held at bank. A reasonably expected movement in the
prevailing interest rate would not materially affect the Group’s consolidated financial statements.
The Group’s credit card balances are settled on a monthly basis. All borrowings are either interest free or are at fixed
interest rates.
Liquidity risk
Nature of risk
Liquidity is the risk that the Group cannot pay contractual liabilities as they fall due.
Exposure and risk management
Liquidity risk arises mainly from business activities.
The Group manages liquidity risk by ensuring cash flow is planned ahead of time, and funding is planned and organised
when required, to ensure the Group will be able to meet its financial obligations.
At 31 March 2024, the Group held cash and cash equivalents of $1,854,458 (2023: $1,759,268 ) to be used for the Group’s
day-to-day activities and for investments into strategic programmes. The Group has total credit card facilities of $30,000
(2023: $30,000) to support its operations. The Group relies on its capital raised through the issue of shares.
The Group’s exposure to liquidity risk based on undiscounted cash flows relating to financial liabilities is set out below:
At 31 March 2024
Less than 12
months
Between 1
and 2 years
Between 2
and 5 years
Over 5
years
Total
contractual
cash flows
Carrying
amount
$$$$$$
Trade and other
payables
450,878---450,878450,878
Loans and
borrowings
78,96773,767205,701114,278472,713366,610
Contractual
cash flows
529,84573,767205,701 114,278923,591817,488
At 31 March 2023
Less than 12
months
Between 1
and 2 years
Between 2
and 5 years
Over 5
years
Total
contractual
cash flows
Carrying
amount
$$$$$$
Trade and other
payables
511,008---511,008511,008
Loans and
borrowings
1,267,1391,292,564215,595169,4852,944,7832,385,698
Contractual
cash flows
1,778,1471,292,564215,595169,485 3,455,7912,896,706

85
Blackpearl Group - FY24 Annual Report
Financial Statements
Credit risk
Nature of risk
Credit risk arises in the normal course of the Group’s business on financial assets if a counter party fails to meet its
contractual obligations.
Exposure and risk management
Financial instruments that potentially subject the Group to credit risk principally consistent of cash and cash equivalents
and its trade and other receivables. The Group manages this risk by placing most of its cash and cash equivalents
with high-quality financial institutions. The credit risk associated with trade receivables is small due to inherently lower
transaction values and the distribution over a large number of customers.
Group financial assets subject to credit risk at balance date are as follows:
Most of the Group’s cash and cash equivalents comprises of $1,798,466 cash held with the Bank of New Zealand (‘BNZ’)
with a credit rating of A+ from Fitch (2023: BNZ $857,915,A+) and BMO Harris Bank (‘BMO’) of $42,825 with a credit rating of
AA- from Fitch (2023: BMO $898,580,AA-). The remaining $13,167 is an on-call balance with PayPal (2023: PayPal $2,772).
The Group’s trade and other receivables balance includes $114,345 receivable from Paddle (2023: $111,511), there is no other
significant concentration of trade receivables to a single counterparty. Paddle is a payment infrastructure provider which
collects payments for the subscriptions from customers during the month, and passes these onto the Group at the end of
each month. All amounts are paid to the Group are in USD.
At 31 March20242023
$$
Cash and cash equivalents1,854,4581,759,268
Trade and other receivables332,906138,213
Total financial assets subject to credit risk2,187,3641,897,481
24. SHARE CAPITAL
20242023
$$
On issue at beginning of the year28,545,17322,012,727
Issue of ordinary shares6,088,1496,082,758
Equity transaction costs - see Note 9A(44,055)(382,811)
Shareholder warrants exercised37,117-
Conversion of shareholder loan to ordinary shares - see Note 221,800,735-
Distribution to owners for pre-dividend loan-223,954
Issue of shares related to the liability classified contingent consideration - see Note 1872,000-
Issue of shares related to the equity classified contingent consideration - see Note 2671,528-
Restricted shares converted to ordinary shares - see Note 26240,000 -
Exercise of employee share rights and share based payment compensation
- see Note 26
682,521 608,545
Total share capital ($)37,493,168 28,545,173
Share capital consists of the following classes:
Ordinary share capital37,493,16828,545,173
Total share capital ($)37,493,16828,545,173
Fully paid total shares at the beginning of the year35,363,45920,295
Issue of ordinary shares pre-share split-3,243
Issue of ordinary shares as part of share split-34,266,617
Issue of ordinary shares post-share split-320,943
Issue or ordinary shares12,770,297-
Shareholder warrants exercised - see Note 27180,000-
Conversion of shareholder loan to ordinary shares3,839,788-
Issue of shares related to the liability classified contingent consideration - see Note 18124,759
Issue of shares related to the equity classified contingent consideration - see Note 2657,860-
Restricted shares converted to ordinary shares192,000-
Exercise of employee share rights and share based payment compensation
- see Note 26
781,274752,361
Total share capital (#)53,309,43735,363,459
Total value per share$0.70$0.81
Share capital consists of the following classes:
Ordinary share capital53,309,43735,363,459
Total share capital (#)53,309,43735,363,459

87
Blackpearl Group - FY24 Annual Report
Financial Statements
Capital contribution - distribution to owners for pre-dividend loan
As part of a capital raise in 2013, the Company issued shares which included a repayment feature, with no maturity/
expiration date, of the capital provided (‘pre-dividend shares’). Repayment of that capital had precedence over any
dividends. In November 2022, the Company entered agreements with shareholders who had pre-dividend shares to forfeit
the repayment feature in exchange for ordinary shares in the Company. The only exception was Teamwork Group Ltd,
who agreed to extinguish their rights to the repayment with nil shares.
The total shares issued by the Company was 179,163 at $1.25 each. This was treated as a distribution to owners, and has
been recorded against accumulated losses.
Share split
In preparation for the Company listing on the New Zealand Stock Exchange (in December 2022), all issued shares
(and share options) were subject to a share split, converting one share into 1,457 shares.
Capital raise
The Company raised $2.2 million of capital on 26 June 2023. The issue price per share was $0.42.
The Company raised $1.7 million of capital on 19 October 2023 and $2.1 million on 7 November 2023. The issue price
per share was $0.51.
25. BASIC AND DILUTED EARNINGS PER SHARE
Total comprehensive income/(loss) for the year
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares.
Basic EPS is calculated by dividing the net loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares on issue during the year.
Diluted EPS is determined by adjusting the net loss attributable to ordinary shareholders and the weighted average
number of the ordinary shares on issue for the effects of all potential dilution to ordinary shares and options. Instruments
are only treated as dilutive when their conversion to ordinary shares would decrease EPS or increase the loss per share.
20242023
$$
Total loss attributable to owners(5,401,798)(6,900,648)
Weighted average number of ordinary shares for basic EPS46,173,36033,127,126
Dilution from share based compensation options--
Weighted average number of ordinary shares adjusted for the effect of dilution46,173,36033,127,126
Basic loss per share(0.12)(0.21)
Diluted loss per share(0.12)(0.21)
The number of shares presented is after the share split in November 2022, see Note 24.
26. SHARE BASED PAYMENT RESERVE
Accounting policy
The Group operates equity-settled share based compensation, with a mix of ordinary shares and share options which
can be exercised for ordinary shares. The Group has share based compensation arrangements both with and without
vesting conditions. Vesting conditions (if any) attached to any share based payment arrangement are only service
conditions and/or non-market performance conditions. For share based payments with vesting conditions, the fair value
of the shares (or share rights) are determined at the grant date and they are vested in tranches over the specified period
in the contract. Each tranche is accounted for as a separate grant for the purposes of recognising the expense over the
vesting period.
At the end of each reporting period, the Group revises its estimates of the number of rights expected to vest based on the
non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, through
profit or loss with a corresponding adjustment to equity. Otherwise, once the vesting conditions are met, the amounts
recognised in the reserve remain indefinitely until those rights are exercised or forfeited. The Group’s other share based
compensation arrangements do not have vesting conditions. Shares are issued and the fair value of those shares is
measured and expensed on the grant date.
Information about share based compensation arrangements
The Company effectively has five types of share based compensation arrangements:
• One-off share based compensation without vesting conditions.
Share issues which are used as a bonus to compensate employees or other suppliers for services. These do not have
vesting conditions and are immediately recorded as share capital or an increase in the reserve once issued.
• Employee contractual share based compensation with vesting periods.
Contractual arrangements entered into with key employees to provide share rights with vesting periods for a defined
service period. All vested employee rights have a nil exercise price.
Rights outstanding at 31 March 2024 have no expiration date. Rights can be exercised at any time after vesting. The
Group has no legal or constructive obligation to repurchase or settle the rights in cash. Any share to be issued on the
exercise of the right will be issued on the same terms which rank equally in all respects with the ordinary shares in the
Company on issue.
• Equity-based contingent consideration in the acquisition purchase price.
The purchase price for the Newoldstamp business acquistion includes the issue of shares, contingent criteria and a
service period outlined in the agreement. The Group considers the ‘fixed shares’ to be an equity transaction.
These amounts will be transferred to share capital, once the vesting conditions are met and the shares are issued.
• Other contractual share based compensation with vesting periods and non-market performance conditions.
Contractual arrangements entered, in lieu of cash payment, to provide shares with vesting periods for a defined
period. These are not share rights or options. Once the vesting period and conditions have been met, the Company
will issue shares which rank equally in respect with the ordinary shares in the Company on issue. These include
contractual arrangements to provide key contractors with shares subject to defined vesting periods and non-market
performance conditions. These were issued as part of the acquisition of Newoldstamp.
• Restricted shares issued to non-executive directors.
The Company issued a separate class of equity securities to its non-executive directors. These automatically convert
into shares after a defined period.

89
Blackpearl Group - FY24 Annual Report
Financial Statements
The following table summarises movements in the reserve related to progress towards vesting of share rights:
The following table illustrates the number of, and movements in, total share rights and the total shares issued during the
year subject to the vesting conditions:
20242023
$$
Opening balance2,687,8531,419,248
Share rights exercised during the year - transfer to share capital(754,049)(608,545)
Equity-based purchase price contingent consideration (984,360)1,118,094
One off share based payments without vesting terms*312,000-
Employee contractual share-based compensation
- progress toward share rights*
26,905197,899
Other contractual share based compensation - progress toward shares*(226,500)561,157
Restricted shares issued to non-executive directors with vesting terms**21,040-
Closing balance1,082,8892,687,853
*these amounts were recognised through profit or loss as Personnel Expenses - see Note 8
**this amount was recognised through profit or loss as Directors Fees under Administrative Expenses - see Note 9
Share rightsOrdinary shares
2024202320242023
Opening balance1,415,357 2,167,718 1,883,156 -
Granted during the period--600,000 1,883,156
Exercised during the period(603,919)(752,361)--
Modification of the NOS contingent consideration(787,488)
Issued as share capital(173,427)
Forfeited during the period(43,704)-(758,634)-
Closing balance (#)767,7341,415,357763,6071,883,156
The number of shares presented is after the share split in November 2022, see Note 24.
One-off share-based compensation without vesting periods
During the period, NewOldStamp Incorporated entered into a service agreement with the Group and were partially
remunerated through share-based payments. The arrangement grants 600,000 shares to be issued on 31 August 2025.
There are no vesting conditions on the shares. The Group recognised an expense of $312,000 in the profit or loss based
on the share price at the point of signing the agreement. (2023: 73,335 shares in lieu of $91,699 payment to a consultancy
firm for services, no vesting conditions and taken directly to share capital). For the avoidance of doubt, NewOldStamp
Incorporated is not part of the Group.
Employee contractual share-based compensation with vesting periods
The total amount of share rights which have not vested are 21,852 and associated deferred expense is $9,022. The
remaining weighted average of the vesting period for these share rights is 1 year (2023: 152,964 not vested, $91,715 of
deferred expense, weighted average vesting period 1.39 years). 745,882 share rights are exercisable at the end of the year
(2023: 1,262,573) and the average exercise price is nil. All share rights are issued with a nil exercise price. All share rights
outstanding having a nil exercise price and there is no limit of the contractual term.
There were no employee contractual share rights granted during the year (2023: $1,485 to $1,821 before the share split, $1.02
to $1.25 after the share split). Further details of the fair value determination are below.
Equity-based contingent consideration in the acquisition purchase price
The purchase price for the Newoldstamp business acquisition includes the issue of shares, contingent on criteria outlined
in the sale and purchase agreement. As discussed in Note 17, the participants varied terms related to the acquisition
of NewOldStamp in August 2023. The contractual obligation was changed to reduce the number of shares that were
required to be issued. There was no change to the assets or liabilities acquired by the Group in the original business
combination or the expectation of the vendor meeting the conditions of the original contingent consideration.
This reduction was accounted for as an equity transaction by transferring $984k from the share based payment reserve
to the accumulated losses reserve.
During the year the first contingent payment date occurred, all targets were met resulting in 57,572 shares being issued.
Other contractual share-based compensation with vesting periods
Key personnel from the company that previously owned the Newoldstamp business are contractors for the Group. The
sale and purchase agreement included share based compensation as an incentive for them to continue to provide their
services to the Company. They also have individual service agreements with the Group which also include share based
compensation. The Company will issue shares after the agreed vesting period and conditions are met. The total amount
of shares which have not vested are 24,988 and associated deferred expense is $18,367. The remaining weighted average
of the vesting period is 8 months. During the period, the Group’s engagement with one of its contractors ceased resulting
in a forfeiture of previously earned (but unvested) share-based compensation.
Critical accounting estimate - fair value at grant date
The Company’s shares were not publicly traded at the time they were issued. The Company determined the fair value
of share rights by reference to the value of shares issued in the closest equity round to the measurement date (the
grant date). The Group considers this to be an estimated market price. The share rights have a nil exercise price and no
expiration date. As such, the Group has determined the estimated share price is the appropriate fair value for the share
rights issued. The holders of share rights are not entitled to dividends or voting rights until their rights are exercised. As the
Company is not expected to pay dividends in the short or medium term, no adjustment to the fair value of the share price
is made based on these terms and conditions. The Group considers the estimated market price to be consistent with the
price a knowledgeable, willing market participant would pay.

91
Blackpearl Group - FY24 Annual Report
Financial Statements
27. SHAREHOLDER WARRANTS RESERVE
Information about warrants on current issue
In November 2022, the Company entered an agreement with Crown BP Holdings LLC (the ‘shareholder’) to receive a loan
of $2.4 million and at the same time for the Company to issue warrants to the Shareholder. The arrangement was entered
to enable the Company to meet the cash holdings requirements for its direct listing on the NZX. The Shareholder agreed
to loan $2.4 million to the Company to meet its cash requirements, and the Company issued 2.5 million warrants (with an
exercise price of one cent) in exchange for the Shareholder providing the loan on favourable terms. These warrants can
be exercised any time and are transferrable after 23 May 2023, until 24 May 2027 (5 years after).
On 13 September 2023 180,000 warrants were exercised, at an exercise price of one cent, resulting in 180,000 ordinary
shares being issued. A portion of the shareholder warrant reserve ($37,117) was transferred to share capital based on the
number of warrants exercised.
Accounting policy
Share warrants issued by the Company, classified as equity instruments, are taken directly to the share warrants reserve.
Once the share warrants are exercised, the amount recognised in the reserve is transferred to share capital on issue of
shares. If the share warrants are forfeited, or they expire, the amounts recognised in the reserve will be transferred to
accumulated losses.
Significant judgement
The Group has classified the share warrants as an equity instrument, on the basis that a fixed amount of cash is delivered
in exchange for a fixed amount of shares. The warrants are settled using the Company’s own equity instruments (ordinary
shares) in exchange for a fixed price i.e. the exercise price. There is no obligation for the Company to purchase its own
equity for cash. The number of shares the Company has to deliver is fixed i.e. one share per warrant.
The Group has applied the residual value method (see more detail below) on the basis that this arrangement is similar to
a compound financial instrument. The shareholder entered into these contracts simultaneously under commercial terms,
on the basis they would receive interest plus the warrants, to be a market return on their $2.4 million investment. The loan
was the primary reason for the arrangement, with the issue of the warrants being secondary. The loan is considered the
most reliably measurable item, as market data can be used to estimate a fair value, providing the best information on the
liability incurred, with the residual amount being equity.
Significant estimate
The Group estimated the value of the share warrants by applying the residual value method. The Company provided the
share warrants in exchange for the below-market terms for the loan. The value of the warrants is the difference between
the face value and fair value of the loan:
$
Face value of the shareholder loan - see Note 222,400,000
less the fair value of the shareholder loan - see Note 22(1,884,489)
Residual value allocated to share warrants515,511
Less warrants exercised(37,117)
Carrying value of warrants478,394
28. RELATED PARTY TRANSACTIONS
A number of key management personnel, or their related parties, hold positions in other entities that result in them
having control or significant influence over the financial or operating policies of those entities. A number of these entities
subscribe to services provided by the Group. None of these related party transactions are significant to either party.
The following are the related party transactions for the year:
20242023
$$
NJL Limited
Contracting services provided-180,378
Crown BP Holdings LLC
Face value of the below-market loan provided to the Company - see Note 22-2,400,000
Interest earned on below-market loan provided to the Company - see Note 22130,480-
Modifications and conversion of the loan to ordinary shares - see Note 222,122,907-
Insight Enterprises (NZ) Limited
Hosting services provided5656
The Better Wine Company Limited
Goods provided for the Company's listing event-4,080
Mallory Allen
Design services provided-4,185
Sharon Daish Graphic Design
Design services provided-638
NewOldStamp Incorporated
Contracting services provided1,073,498511,266
Cloud Matchmaker Incorporated
Consulting services provided108,333-
Prospect Desk, LLC
Data provision services provided236,442-
There were no outstanding balances at year-end (2023: loan from Crown BP Holdings LLC).
Nicholas Lisette is a director and shareholder of NJL Limited, The Better Wine Company and Black Pearl Group Limited.
Timothy Crown is a director of Black Pearl Group Limited and Insight Enterprise Inc (US), a related party of Insight
Enterprises (NZ) Limited. He is a director and major shareholder of Crown BP Holdings LLC and he also has a shareholding
through his associated persons in Prospect Desk, LLC.
Mallory Allen and Sharon Daish are spouses of Key Management Personnel.
Volodymyr Zastavnyy is a major shareholder of NewOldStamp Incorporated.
Cherryl Pressley is a director and shareholder of Cloud Matchmaker Incorporated.
Crown BP Holdings LLC transferred 712,371 warrants to other shareholders who then utilised these.

93
Blackpearl Group - FY24 Annual Report
Financial Statements
The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to
key management personnel. Key management personnel are defined as persons having authority and responsibility
for planning, directing and controlling the activities of the Group, directly or indirectly, including any director (whether
executive or otherwise).
The Group identified Volodymyr Zastavnyy as key management personnel of the Group up until August 2023. Separate
to his compensation included in the figures above he has received, and is owed, shares in relation to the variation of
contingent consideration related to the Newoldstamp acquisition. For more detail, see Note 17.
No amounts arising from transactions with related parties have been written off or forgone during the year (2023: nil).
29. GOING CONCERN
The Group prepares its financial statements on a going concern basis, which assumes the Group has the ability and
intention to continue operations for a period of at least 12 months from the date the consolidated financial statements
are approved.
In the year ended 31 March 2024, the Group had operating cash outflows of $5,425,035 (2023: $5,207,793) and the cash
balance at year end was $1,854,458 (2023: $1,759,268). The Group incurred a total comprehensive loss for the year of
$5,475,330 (2023: $7,004,373 loss).
As a result of these factors there is a material uncertainty that may cast significant doubt on the Group’s ability to
continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the
normal course of business.
While the Group is tracking as expected towards recurring cash profitability with cash on hand, when assessing the
Group as a Going Concern the Board acknowledges that based on cashflows and loss for the year there are potential
conditions and/or events which could possibly occur. These material uncertainties are based on the Board’s key
judgements related to the Group’s ability to either:
• Achieve revenue growth anticipated; and or
• Reduce operating expenses if planned revenue growth is delayed or capital not raised.
The Board will consider raising capital if required appropriate for further business growth.
During FY24 the Group successfully executed its strategy to grow Monthly Recurring Revenue (MRR) through its new
Pearl Diver product. In the 13 months since its launch in March 2023, Pearl Diver’s Annual Recurring Revenue (ARR) reached
$4.9m, bringing the Group’s total ARR to $7.4m, a 177% increase from March 2023. The 2025 business plan assumes continued
revenue growth driven by the Pearl Diver product.
The Group’s financial strategy focuses on growing a strong and reliable source of monthly recurring revenue (MRR),
ensuring consistent and predictable revenue. As the customer base grows through new sign-ups, each additional
subscriber contributes to the overall revenue. This ongoing growth is not limited to a one-time occurrence.
Compensation of key management personnel of the Group20242023
$$
Salaries and wages2,009,025 1,230,729
Share-based payment transactions49,827591,650
Health insurance and other benefits 371-
Total compensation provided to key management personnel2,059,2231,822,379
The Group’s gross profit margin in FY24 was 71%, up from 49% in FY23. The Groups recurring revenue along with its gross
profitability provides the Group the flexibility to retrench to a net profit position if the Group chooses not to continue its
growth strategy.
At 31 March 2024 the Group’s current assets exceeded its current liabilities by $853,856.
The Group can reduce its operating expenditure to conserve cash. The Group’s business model has been designed to
enable this flexibility and includes limiting fixed expenditure and ensuring contracts are highly flexible in nature (for
example the use of contractors).
The Directors consider the Group to be a going concern and believe the Group will achieve its financial forecast and, if
necessary, secure investment to the extent necessary to continue as a going concern.
30. COMMITMENTS AND CONTINGENCIES
The Group has no commitments or contingencies at year end (2023: nil).
31. EVENTS AFTER BALANCE DATE
On 17 June 2024, 2,507,408 unquoted restricted share units were issued under the the Group’s new Key Personnel Restircted
Share Unit Plan.
32. CONSOLIDATED ENTITY
The consolidated financial statements of the Group include:
NamePrinciple activities
Country of
Incorporation
Equity Interest
20242023
Black Pearl Group
Incorporated
Same as the Black Pearl Group Limited
(the parent) as described in Note 1 - but
for the Group’s US operations.
United States100%100%
Newoldstamp LimitedSelling subscriptions for in-market
SaaS platform that enables businesses
to centrally manage their email
signatures.
New Zealand100%100%
Noir Perle LimitedNil activityNew Zealand100%-

95
Blackpearl Group - FY24 Annual Report
Financial Statements
33. CASHFLOW RECONCILIATIONS
Reconciliation of loss for the year to net cashflow from operating activities
20242023
$$
Loss for the year attributable to owners of the parent(5,401,798)(6,900,648)
Add/(less) non-cash items included in net loss
Depreciation and amortisation expense767,268358,052
Share-based payment transactions373,445759,056
Amortisation and remeasurement of below-market term loans-114,006
Fair value difference on government loans--
Foreign exchange losses18,9586,406
Fair value measurement of contingent consideration71,00215,776
Gain on derecognition of financial instruments(1,325,120)-
Non-cash contract liability acquired during business combination-(70,663)
Non-cash tax expense from business combination-(270,022)
Other non cash items123,678(38,566)
Total non cash items29,231874,045
Add/(less) movements in working capital items
(Increase)/decrease in receivables(63,023)135,358
(Increase)/decrease in prepayments(103,548)(32,660)
Increase/(decrease) in payables(60,130)268,125
Increase/(decrease) in employee entitlements47,81043,377
Increase/(decrease) in contract liabilities126,423404,610
Net movement in working capital(52,468)818,810
Net cash outflow from operating activities(5,425,035)(5,207,793)
Reconciliation of movements of liabilities to cash flows arising from financing activities
The only movement in liabilities affected by cash flows from financing activities is for the Group’s lease liabilities, loans
and borrowings and equity balances.
Loans and borrowings decreased by $2.019 million. Cash movements relate to loan repayments of $22,856 for the
Company’s research and development loan and $10,400 for the Company’s small business cashflow loan, as well as the
net cash movement in credit card balances of $20,741. Non-cash movements relate to the modification and conversion of
the shareholder loan to equity of $2,122,907, $14,756 fair value write down on government loans, and an increase of $143,059
from interest recognised as part of the amortisation of the loans and borrowings. Further details about these loans can
be found in Note 22.
Lease liabilities increased by $133,828, with the recognition of a new lease liability in relation to the Group’s office lease.
Share capital increased by $8.9 million, consisting of net cash of $6.1 million from the issue of shares. Non cash movements
included $1.8 million related to conversion of shareholder loans to equity, $37,717 of conversion of shareholder warrants,
and $994,049 of share based payments converted to shares and $72,000 of shares issued in relation to contingent
consideratinon.
Company Directory
Incorporation Number
4064918
Registered Office
Level 5, 50 Customhouse Quay
Wellington Central
Wellington 6011
New Zealand
Share Registrar
Link Market Services Limited
80 Queen Street
Auckland 1010
New Zealand
Auditor
William Buck Audit (NZ) Limited
Level 4, 21 Queen Street
Auckland 1010
New Zealand
Directors
Nicholas Lissette
Timothy Crown
Mark Osborne
Cherryl Pressley
Hugo Fisher (appointed 18 July 2023)
Accountants
Deloitte Limited
Level 12, 20 Customhouse Quay
Wellington 6140
New Zealand

About Blackpearl Group
Blackpearl Group (BPG) is a market leading data
technology company that pioneers AI driven,
sales and marketing solutions for the US market.
Specifically engineered for small-medium sized
businesses (SMEs), BPG consistently delivers
exceptional value to its customers. Our mantra
is simple: ‘Better Growth Together’. When our
customers win, we win.
Founded in 2012, Blackpearl Group is based in
Wellington, New Zealand, and Phoenix, Arizona.
Blackpearl.com