Half year results

Results announcement




Results for announcement to the market
Name of issuer Being AI Limited
Reporting Period 6 months to 30 September 2024
Previous Reporting Period N/a
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$21,449 N/a
Total Revenue $21,449 N/a
Net profit/(loss) from
continuing operations
$(35,619) N/a
Total net profit/(loss) $(35,619) N/a
Interim/Final Dividend
Amount per Quoted Equity
Security
The Company does not propose to pay a dividend at this time.
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$(0.258) $(0.071)
As at 31 March 2024 and
adjusted for the 10 to 1 share
consolidation on 6 September
2024
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer to the market release and unaudited financial statements for
the six months ended 30 September 2024 that accompany this
announcement.
In the attached financial statements, the financial measures for Send
Global Limited and AGE Limited for the six months ended
30 September 2023 have been provided as comparatives. Send Global
Limited and AGE Limited were the privately held operating companies
acquired by the listed company as part of the reverse-takeover
acquisition on 28 March 2024.
Authority for this announcement
Name of person authorised to
make this announcement
David McDonald
Contact person for this
announcement
Mike Dunshea

Contact phone number 027 579 8687
Contact email address mike@beingai.group
Date of release through MAP 29 November 2024

Unaudited financial statements accompany this announcement.

---

Unaudited
Condensed Interim
Consolidated
Financial
Statements
Being AI Limited
for the six months ended 30 September 2024

INDEX • BEING AI LIMITED2
Index
05
06
03
07
09
11
44
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Consolidated Statement of Changes in Equity
Introduction
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Condensed Notes to the Consolidated
Financial Statements
Company Directory

INTRODUCTION • BEING AI LIMITED3
Introduction
As AI infrastructure becomes increasingly competitive and commoditised,
we look to the future value creation of platforms and applications. Our first
six months as a company have focused on protocol and application layer
development in two AI verticals—international tourism and education.
At our September AGM we announced Project Treehouse. This project
leads our drive into a future where autonomous agents will transact
on behalf of their human counterparts. Our initial focus here is on
tourism - transforming tourism aggregator marketplaces and providing
tourism operators with the technology to optimise traveller engagement
and resources. Treehouse architecture includes next generation global
payments infrastructure such as AI-native agent integration with Ripple’s
XRP Ledger and multi-currency settlement with the XRP payments and
Ripple’s regulated stable coin (RLUSD) ecosystem.
The second pillar of our agentic strategy is education building upon the
Fingerprint and Blueprint technologies outlined at our September AGM.
Our vision is to empower learners and teachers in an open network—
amplifying teaching efficacy and allowing each individual to learn what
they need, in the way that works best for them. The personalised multi-
modal learning platform provides immersive learning experiences,
leveraging content partnerships with some of our most loved institutions.
Having completed our launch stage as a public company, we reconstituted
our Board to better reflect the two agentic marketplace pillars above.
Thanking Sean Joyce, Roger Gower and Joe Jensen for their service, we
welcomed two new independent directors, Andy Higgs and Brett O’Riley.
Andy Higgs has subsequently been voted our new independent chair,
and Brett O’Riley the independent chair of our Audit Committee.
This strategic focus demonstrates our commitment to our agentic
commerce and learning initiatives and we look forward to expanding
this board with specialised skillsets in the coming months.
We are pleased to report that our Portfolio investments have developed
well. We have capped our investment in Tymestack.com in order to
focus our resources on our intelligent tourism and education strategies.
We are extremely pleased to report that Send Global delivered a solid
interim result and would especially like to thank this experienced team for
delivering that great result.

INTRODUCTION • BEING AI LIMITED4
Due to headwinds and increasing strategic focus we have agreed to
return Being Consultants to 2384 LP in return for cancelling their
Contingent Consideration. The fair value adjustment to Contingent
Consideration ($32.13m) means the loss recorded in our financial
statements for the period does not reflect our trading position. IFRS
accounting standards require that we must recognise a loss of ($35.619m)
in the first six months. The impact of the fair value adjustment will be
reversed in the second six months.
“Driven by the purpose of empowerment, our company focus underscores
the growing global demand for innovative agentic technologies that
simplify and enrich everyday experiences,” said David McDonald, Being
AI CEO. “We are proud of the innovative technologies we developed in
a short six months and are looking forward to delivering solutions that
not only drive results for our partners but also empower individuals and
organisations to thrive in a rapidly evolving digital landscape.”
Our impact portfolio, Manawaroa Education, remains committed
to growth and innovation despite delays in the application for its first
charter school. We continue to advance our existing private and state-
integrated schools, fostering agile environments that drive educational
progress. Through a hands-on approach, we are passionate about
accelerating the adoption of equitable, personalised learning solutions,
enabling the rapid scaling of innovations and curricula that address
systemic challenges and prepare students for a purpose-driven future.
As we look ahead to the second half of the year, Being AI remains
committed to strategic investments in product development, partnerships,
and customer success across our whole portfolio to solidify our position.
As we enter the Age of Abundant Intelligence, Being AI is set to enjoy an
exciting and fruitful 2025. Thank you to our Directors for their strategic
governance and inspiration, and to our shareholders for their support.

CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED5

Note

6 mths ended
30 Sept 2024
(unaudited)
NZ$000
6 mths ended
30 Sept 2023
(unaudited)
NZ$000
Revenue21,44919,835
Cost of sales3(16,498)(15,735)
Gross Profit4,9514 ,1 0 0
Other operating income414973
Finance income3570
Expenses
Employee benefits expenses5 .1(3,996)(1,756)
Depreciation and amortisation expenses5(606)(419)
Property expenses(105)(77)
Other operating expenses(2,504)(895)
Prof it/(loss) from operations(2 ,076)1,096
Fair value adjustment on contingent consideration11(32 ,130) —
Share of net loss of associate15(125)—
Impairment of investment in associate15(124)—
Finance expense5.2(888)(341)
Prof it/(loss) before income tax(35,343)755
Income tax expense(276)(554)
Prof it/(loss) for the period(35,619)201
Other comprehensive income — —
Total comprehensive prof it/(loss) for the period(35,619)201
Earnings/(loss) per share
Basic and diluted earnings/(loss) per share (NZ$)7(0.1 907 )0.0016
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
for the six months ended 30 September 2024
These interim financial statements have not been audited, nor reviewed by the auditor.
The accompanying notes form part of these interim financial statements and should be read in conjunction with them.

CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED6
NoteShare capital


NZ$000
Share based
payments
reserve
NZ$000
Retained
earnings/
(accumulated
lossses)
NZ$000
To t a l
equity

NZ$000
Balance at 1 April 2023
(audited)3,944 —1,6535,597
Profit/(loss) for the period ——201201
Total comprehensive
income for the period ——201201
Transactions with owners in
their capacity as owners
Dividends declared ——(537)(537)
Balance as at
30 September 2023 (unaudited)3,944—1,3175,261
Balance at 1 April 2024 (audited)6,632—(2,787)3,845
Profit/(loss) for the period ——(35,619)(35,619)
Total comprehensive
income for the period ——(35,619)(35,619)
Transactions with owners in
their capacity as owners
Shares issued during the period12287——287
Less: share issue costs(50)——(50)
Share options issued13 —270—270
Balance as at
30 September 2024 (unaudited)6,869270(38,406)(31,267)
Consolidated Statement
of Changes in Equity
for the six months ended 30 September 2024
These interim financial statements have not been audited, nor reviewed by the auditor.
The accompanying notes form part of these interim financial statements and should be read in conjunction with them.

CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED7
Consolidated Statement
of Financial Position
as at 30 September 2024

Note 30 Sep 2024
(unaudited)
NZ$000
31 Mar 2024
(audited)
NZ$000
Current assets
Cash and cash equivalents4,5032,215
Receivables and other current assets3,9984,055
Inventories2,3561,217
Total current assets10,8577, 4 8 7
Non-current assets
Term deposit—22
Related party receivables182,000 2,000
Property, plant and equipment3,2672 , 74 5
Right-of-use assets7, 5 527, 9 2 6
Goodwill - Being Consultants Limited810,96210,962
Goodwill - other entities4,6144,614
Other intangible assets1,4931,405
Deferred tax asset—151
Total non-current assets29,88829,825
Total assets4 0 ,74 53 7, 3 1 2
These interim financial statements have not been audited, nor reviewed by the auditor.
The accompanying notes form part of these interim financial statements and should be read in conjunction with them.

CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED8
Current liabilities
Trade payables and other current liabilities95 ,18913,089
Taxation payable182656
Borrowings1015,0525,897
Lease liabilities464450
Total current liabilities20,88720,092
Non-current liabilities
Borrowings105,7551
Contingent consideration1137,7 3 05,600
Lease liabilities7, 4 9 07, 6 24
Student bonds150150
Total non-current liabilities51,12513,375
Total liabilities72,01233,467
Net assets/(liabilities)(31,267)3,845
Equity
Share capital126,8696,632
Share based payments reserve270—
Retained earnings/(accumulated losses)(38,406)(2,787)
Total equity(31,267)3,845
These consolidated financial statements were approved by the Board on 29 November 2024.
Signed on behalf of the Board by—
Andy Higgs
Independent chair
David McDonald
Executive director
These interim financial statements have not been audited, nor reviewed by the auditor.
The accompanying notes form part of these interim financial statements and should be read in conjunction with them.
Continued

CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED9

Note

6 mths ended
30 Sept 2024
(unaudited)
NZ$000
6 mths ended
30 Sept 2023
(unaudited)
NZ$000
Cash flows from operating activities
Receipts from customers20,98020,203
Government grants received12947
Payments to suppliers and employees(24,728)(22,931)
Income tax (paid)/refunded(600)(64)
Net cash from (used in) operating activities17(4,219)(2 ,74 5 )
Cash flows from investing activities
Payments for property, plant and equipment(608)(8)
Payment for investment in associate(249)—
Payments for acquisition of businesses(200) —
Payments for intangible assets(36) —
Interest received3570
Sale of property plant and equipment—(2)
Net cash from (used in) investing activities(1,058)60
Consolidated Statement
of Cash Flows
for the six months ended 30 September 2024

CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED10
Cash flows from financing activities
Proceeds from issue of share capital237 —
Dividends paid(6,616)(537)
Proceeds from investments22—
Proceeds from borrowings28,1395,300
Principal repayment of borrowings(13,230)(4,407 )
Interest paid on borrowings(606)(254)
Principal repayment of lease liabilities(120)(114)
Interest paid on lease liabilities(261)(46)
Net cash used in financing activities7, 5 6 5(58)
Net increase in cash and cash equivalents2,288(2 ,74 3)
Cash and cash equivalents at the beginning of the year2,2153,481
Cash and cash equivalents at the end of the year4,503738
These interim financial statements have not been audited, nor reviewed by the auditor.
The accompanying notes form part of these interim financial statements and should be read in conjunction with them.
Continued

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED11
Condensed Notes to the Consolidated
Financial Statements
for the six months ended 30 September 2024
Being AI Limited (formerly Ascension Capital Limited) (‘Being AI’ or ‘the Company’) and its subsidiaries
(together ‘the Group’) are limited liability companies, incorporated under the Companies Act 1993 and
domiciled in New Zealand.
The Group was formed by a reverse acquisition on 28 March 2024 of Being AI Limited (formerly Ascension
Capital Limited) by Send Global Limited (‘Send Global’) (and subsidiaries) and AGE Limited (‘A G E ’). On 28
March 2024, the Group acquired Being Consultants Limited (‘Being Consultants’) and its subsidiaries, Being
Ventures Limited (‘Being Ventures’) and Being Labs Limited (‘Being Labs’).
The financial statements represent the continuation of the financial statements of Send Global (the
accounting acquirer) and AGE, with the exception of the capital structure. As such the comparative
information for the six months to 30 September 2023 relate almost entirely to the business activities
of these two companies prior to the formation of the Being AI Group.
Post 28 March 2024, Being AI Limited is a Group positioned for the business transformation impact
that will result from AI and similar advanced technologies.
The address of the Company’s registered office is Level 4, 33-45 Hurstmere Road, Takapuna,
Auckland 0622.
These unaudited condensed interim consolidated financial statements have been prepared in
accordance with New Zealand Generally Accepted Accounting Practice (‘NZ GAAP’), with New Zealand
Equivalent to International Accounting Standard 34: Interim Financial Reporting (‘NZ IAS 34’), with
International Accounting Standard 34: Interim Financial Reporting (‘I AS 3 4’), and with the requirements
of the NZX Listing Rules.
The condensed interim consolidated financial statements do not include all of the notes of the type
normally included in an annual financial report. Accordingly, this report should be read in conjunction
with the financial statements included in the annual report for the year ended 31 March 2024 which
have been prepared in accordance with New Zealand equivalents to International Financial Reporting
Standards (‘NZ IFRS’) IFRS® Accounting Standards, and other applicable New Zealand Financial Reporting
Standards as appropriate for for-profit entities.
1
General information
2
Basis of preparation

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED12
The condensed interim consolidated financial statements are presented in New Zealand dollars which is
the Company’s functional and presentation currency, rounded to the nearest thousand dollars.
This is the first time the Group has reported interim results for the 6 months to 30 September following
the reverse acquisition on 28 March 2024. As a result, this is also the first time the Group has reported the
financial results for the 6 months to 30 September 2023 as shown in the comparatives. The comparative
information shown within these condensed interim consolidated financial statements is that of Send Global
Limited (and subsidiaries), the accounting acquirer in the reverse acquisition on 28 March 2024, and
AGE Limited, for the period 1 April 2023 to 30 September 2023.
The condensed interim consolidated financial statements, including the financial results for the 6 months to
30 September 2024 and 2023, are unaudited. The comparative information as at 31 March 2024 is audited.
Comparative information in the consolidated financial statements has been adjusted in order to be
consistent with the presentation of the current period. These adjustments are limited to classification and
disclosure and had no significant net impact on total assets, total equity, profit or cash flow classification.
There have been no changes in the accounting policies and methods of computation used in preparing the
condensed interim consolidated financial statements compared to those used in preparing the audited
consolidated financial statements for the 12 months ended 31 March 2024, except for the new accounting
policies applied that have been detailed below.
The fair value of share options issued to directors, employees and consultants is determined at the grant
date and is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the
share options that will eventually vest, with a corresponding increase in equity.
At the end of each reporting period, the Group revises its estimate of the number of share options expected
to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that
the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share based
payments reserve.
2 .1 Changes in Material Accounting Policies
Share based payment transactions

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED13
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor
an interest in a joint venture. Significant influence is the power to participate in the financial and operating
policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in these financial statements using the
equity method of accounting. Under the equity method, an investment in an associate is recognised initially
in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group’s
share of the profit or loss and other comprehensive income of the associate. When the Group’s share of
losses of an associate exceeds the Group’s interest in that associate, the Group discontinues recognising its
share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal
or constructive obligations or made payments on behalf of the associate.
When a group entity transacts with an associate, profits and losses resulting from the transactions with the
associate are recognised in the Group’s consolidated financial statements only to the extent of interests in
the associate that are not related to the Group.
Investments in associates
The interim consolidated financial statements have been prepared on a going concern basis, which assumes
that the Group has the intention and ability to continue its operations for the foreseeable future.
The Group incurred an after-tax loss of $35.6 million in the six months to 30 September 2024 (six months
to 30 September 2023: $0.2 million profit). The Group’s net cash outflows from operating activities was
$4.2 million (six months to 30 September 2023: $2.7 million outflow).
At the reporting date the Group had cash of $4.5 million (31 March 2024: $2.2 million), negative
working capital of $10.0 million (31 March 2024: $12.6 million negative) and net liabilities of $31.3 million
(31 March 2024: net assets of $3.8 million).
The net loss for the period includes a $32.1 million fair value adjustment on contingent consideration.
Included in the net liabilities at 30 September 2024 is the contingent consideration liability of $37.7 million
(refer note 11) payable to the previous vendors of Being Consultants. On 29 November 2024 the Group
sold its shares in Being Consultants Limited. The consideration for this sale was the cancellation of the
contingent consideration. As a result, in the second half of this financial year, this $37.7 million contingent
consideration liability will be removed from liabilities and the Group will recognise a significant gain on sale
of its subsidiary. Net assets excluding the contingent consideration liability were $6.5 million at
30 September 2024 (31 March 2024: $9.4 million).
As at 30 September 2024, the Group had borrowings of $20.8 million (31 March 2024: $5.9 million)
of which $15.1 million were current (31 March 2024: $5.9 million) and $5.7 million were non-current
(31 March 2024: $nil).
2.2 Going concern

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED14
The Group forecasts it will be compliant with all bank covenants during the 12 months from the date the
interim consolidated financial statements are approved.
Notwithstanding the ongoing performance of the business, the Directors are satisfied, based on their
review of the Group’s current financial forecasts and opportunities for additional debt and equity funding
that are currently being negotiated, that during the 12 months after the date of signing these consolidated
financial statements, there will be adequate cash flows available to meet the financial obligations
of the Group as they arise.
At 30 September 2024 the Group owed Wilshire Treasury Limited (‘Wilshire Treasury’), a company
associated with Katherine Allsopp-Smith and Evan Christian (refer note 18.3), $10.1 million (31 March 2024:
$5.6 million). The loan is repayable on 26 March 2025. Wilshire Treasury and 2384 Limited Partnership, an
entity associated with David McDonald (refer note 18.3), have agreed they are willing and able to provide
bridging finance to the Group if required.
The considered view of the Board is that, after making due enquiries and considering relevant factors, there
is a reasonable expectation that the Group will have access to adequate resources and commitments from
its borrowers, that will enable it to meet its financial obligations for the foreseeable future.
For this reason, the Board considers the adoption of the going concern basis in preparing the
consolidated financial statements for the 6 months ended 30 September 2024 to be appropriate.
The Board has reached this conclusion having regard to circumstances which it considers likely to affect
the Group during the period of at least one year from the date of approval of these consolidated financial
statements, and to circumstances which it considers will occur after that date which will affect the validity
of the going concern basis.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED15
The details above disaggregate the Group’s revenue from contracts with customers into primary markets
and major service lines. All revenue is generated in New Zealand.
3
Revenue

6 mths ended
30 Sep 2024
(unaudited)
NZ$000
6 mths ended
30 Sep 2023
(unaudited)
NZ$000
Education services 1,7301 ,1 99
Courier, business mail and logistics services 18,5121 7, 5 3 4
Filing solutions1,0661 ,102
Consulting 141—
Total revenue 21,44919,835
4
Other income

6 mths ended
30 Sep 2024
(unaudited)
NZ$000
6 mths ended
30 Sep 2023
(unaudited)
NZ$000
Ministry of Education grant11366
Other income 367
Total revenue 14973

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED16
5
Expenses

6 mths ended
30 Sep 2024
(unaudited)
NZ$000
6 mths ended
30 Sep 2023
(unaudited)
NZ$000
Expenses relating to short term leases(57)(254)
Net foreign currency gains/(losses)(5)(3)
Shareholder management fee—(125)
Depreciation and amortisation expenses
Depreciation of property, plant and equipment(91)(117)
Depreciation of right of use assets(375)(133)
Amortisation of intangible assets(140)(169)
The profit or loss for the year includes the following expenses:
5 .1 Employee benefit expenses

6 mths ended
30 Sep 2024
(unaudited)
NZ$000
6 mths ended
30 Sep 2023
(unaudited)
NZ$000
Salary and wages (3,652)(1,711)
Employee share based pays (260)—
Employer Kiwisaver contributions (84)(45)
(3,996)(1,756)

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED17
5.2 Finance costs

6 mths ended
30 Sep 2024
(unaudited)
NZ$000
6 mths ended
30 Sep 2023
(unaudited)
NZ$000
Interest expense on bank loans (310)(149)
Interest expense on related party loans (296)(146)
Interest expense on lease liabilities (282)(46)
(888)(341)
6
Segment information
Prior to the reverse acquisition on 28 March 2024, the Group provided courier, business mail and logistics
services, filing solutions and education services. All of these services were provided in New Zealand.
Following acquisitions and renaming on 28 March 2024, the Group embarked on a strategy to provide
diversified artificial intelligence (‘A I ’) and advanced technology related services.
The Group’s strategy is evidenced with the formation of three principal divisions. Being Labs, commissioned
with incubating startups and developing technical patents. Being Consultants, supporting government,
Enterprise and SME corporates with advice and professional services. And Being Ventures, scaling
advanced technology investments and deploying AI and other technologies into legacy industries with
significant opportunity for technically-led reinvention.
The Group has identified its operating segments based on the internal reports reviewed and used by
the Chief Operating Decision Maker (‘CODM’), being the Board of Directors, in assessing the Group’s
performance and in determining the allocation of resources.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED18
For the 6 months to 30 September 2024
Courier,
mail &
logistics
Filing
solutions
Education
services
AI customer
solutions
Corporate/
unallocated
To t a l
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
Total revenue18,5121,0661,730141—21,449
Operating EBITDA1,98248916(422)(3,570)(1,505)
Finance income——2—3335
Finance costs——(305)(14)(569)(888)
Depreciation and amortisation(64)(82)(296)(1)(163)(606)
Fair value adjustment on
contingent consideration
———(32 ,130)—(32 ,130)
Share of net loss of associate———(125)—(125)
Impairment of investment in
associate
———(124)—(124)
Net profit/(loss)
before taxation
1,918407(583)(32 ,816)(4 , 269)(35,343)
Income tax expense(24)(18)(62)—(172)(276)
Net profit/(loss) for the period1,894389(645)(32 ,816)(4 , 4 41)(35,619)

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED19
For the 6 months to 30 September 2023
Courier,
mail &
logistics
Filing
solutions
Education
services
AI customer
solutions
Corporate/
unallocated
To t a l
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
Total revenue17,5341 ,1 021 ,1 9 9——19,835
Operating EBITDA1,714439(75)—(633)1,445
Finance income——3—6770
Finance costs——(105)—(236)(341)
Depreciation and amortisation(28)(96)(89)—(206)(419)
Net profit/(loss)
before taxation
1,686343(266)—(1,008)755
Income tax expense(431)10(106)—(27)(554)
Net profit/(loss) for the period1,255353(372)—(1,035)201
As at 30 September 2024
Courier,
mail &
logistics
Filing
solutions
Education
services
AI customer
solutions
Corporate/
unallocated
To t a l
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
Segment assets9,0732,3499,91210,8768,5354 0 , 74 5
Segment liabilities( 7, 2 1 3)(2,975)(11 ,169)(43,692)(6,963)(72,012)
As at 31 March 2024
Courier,
mail &
logistics
Filing
solutions
Education
services
AI customer
solutions
Corporate/
unallocated
To t a l
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
Segment assets7,79 32,22812,05210,8834,35637, 3 1 2
Segment liabilities(7,307)(3,445)(12,665)(5,883)(4 ,167 )(33,467)

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED20
The ‘AI customer solutions’ segment was previously named ‘Consulting’. The segment was renamed to
better describe the nature of its operations. There has been no change to the operations that are included
in this segment.
The weighted average number of ordinary shares in the 2023 comparative and to the date of the reverse
acquisition on 28 March 2024, have been adjusted by the exchange ratio established in the reverse
acquisition agreement.
On 6 September 2024 the Company undertook a 10 to 1 share consolidation (refer note 12).
The earnings per share calculation for both the current and comparative periods reflects the impact of this
share consolidation.
The 4.2 million share options on issue at the reporting date were not considered to be dilutive due to the
Group’s net loss for the period (2023: none).
There are no seasonal or cyclical influences on these interim results.
6.1 Seasonal and cyclical influences
7
Earnings/(loss) per share

6 mths ended
30 Sep 2024
(unaudited)
6 mths ended
30 Sep 2023
(unaudited)
Basic and diluted earnings/(loss) per share NZ$(0.1 907 )0.0016
The profit/(loss) and weighted average number of ordinary shares
used in the calculation of earnings per share are as follows:

Profit/(loss) from continuing operations
NZ$000
(35,619)201
Weighted average number of ordinary shares used in the calculation
of basic and diluted earnings/(loss) loss per share
’000
186,802126,984

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED21
8
Goodwill—Being Consultants Limited

30 Sep 2024
(unaudited)
NZ$000
31 Mar 2024
(audited)
NZ$000
Balance at 1 April
Goodwill — Being Consultants Limited 10,96210,962
10,96210,962
The goodwill that arose on the acquisition of Being Consultants has been fully allocated to the AI
Customer Solutions segment and cash generating unit(‘CGU’). At 31 March 2024 this CGU was labelled
‘Consulting.’ The CGU and segment were renamed as AI Customer Solutions to better describe the nature
of the included operations. There has been no change to the operations that are included within this
CGU and segment.
The CGU comprises three main components: Consulting Services, Agentic Learning and
Agentic Marketplace.
Due to Consulting Services performing below expectations, the Board undertook an updated
impairment test at 30 September 2024.
The Board have assessed the goodwill on the AI Customer Solutions CGU, for impairment as at
the reporting date and have concluded that no impairment has occurred. The following provides
a summary of the analysis performed.
8 .1
Impairment testing for AI Customer Services cash-generating unit
The Consulting Services component of the CGU has been valued on a fair value less costs of disposal.
Subsequent to the reporting date and before approval of these financial statements, the Company sold
Being Consultants, including the Consulting Services operations (refer note 21.4). The Agentic Learning
and Agentic Marketplace operations have remained with the Group.
The consideration received by the Group for this sale was the cancelation of the contingent consideration
payable which was valued at $37.7 million at 30 September 2024. The Consulting Services component
of the CGU has been valued by reference to this transaction.
Consulting Services

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED22
The recoverable amount of the Agentic Learning component of the cash generating unit is determined
based on a value in use calculation using cash flow projections based on financial projections covering
a five-year period and a pre-tax discount rate of 43.4% per annum. The discount rate was calculated as
the average of the median and upper quartile (75th percentile) post-tax venture capital discount rate
for early-stage companies, as reported in the Private Capital Markets Report by Pepperdine University.
Revenue is projected to grow at a compound annual growth rate (CAGR) of 125.83% over the five-year
period, with a nominal terminal growth rate of 4.65%, based on the weighted average of terminal inflation
rate (2.28%) and terminal GDP growth rate (2.31%) for New Zealand and Australia.
Operating expenses are forecasted to grow at a CAGR of 58.09%, with an average total operating expense-
to-sales ratio of 61.62% over the five-year period (excluding loss-making years in 2025 and 2026). This aligns
closely with a market benchmark of 60.01% for comparable companies in the online education technology
sector. Average EBITDA and net profit margins over the same period (excluding loss-making years) are
38.38% and 29.99%, respectively.
Agentic Learning
New Zealand: revenue growth is largely driven by the growth in NCEA (National Certificate
of Educational Achievement) subscription revenues and online learning platform revenues.
The NCEA subscription penetration rate is projected to reach 76.29% by Year 5, driven by the
disruptive nature of the technology being introduced and expected high uptake by schools.
Revenue growth from the online learning platform is driven by projected enrolments reaching 130,800
by Year 5 and the composition of domestic and international students enrolled in the courses.
While the CAGR for the online education technology sector in New Zealand is 10.10% (Statista),
Agentic Learning is positioned as a market disruptor in New Zealand, which enables accelerated
adoption, and a significantly higher revenue growth trajectory compared to the industry.
Australia: revenue growth is predominantly driven by the growth in Senior Secondary Certificate
of Education (SSCE) subscription revenues and online learning platform revenue. SSCE subscriptions
are projected to achieve a 57.19% penetration rate by Year 3, supported by the technology’s disruptive
potential and school uptake. A market penetration rate of 57.19% in Australia is viewed as being
achievable because of the disruptive nature of the technology being introduced and a high uptake
by schools. Revenue growth from the online learning platform is largely driven by the projected
number of enrolments which is expected to reach 111,525 by year three and the similar composition
of domestic and international students enrolled in the courses. Although the CAGR for the online
education technology sector in Australia is 8.66% (Statista), Agentic Learning is expected to
outperform due to its disruptive positioning.
•
•

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED23
The following adjustment to the key assumptions would individually reduce the Agentic Learning
recoverable value to the level of its carrying value:
Even if NCEA penetration drops to 0% in NZD $0 revenue from NCEA subscriptions, there would still be
value from other revenue streams, and the resulting value in use remain above the carrying value.
The recoverable amount of the Agentic Marketplace component of the cash generating unit is determined
based on a value in use calculation using cash flow projections based on financial projections covering
a five-year period and a pre-tax discount rate of 51.62% per annum. The discount rate was calculated as
the average of the median and upper quartile (75th percentile) post-tax venture capital discount rate
for seed companies, as reported in the Private Capital Markets Report by Pepperdine University.
Revenue of the Agentic Marketplace is projected to grow at a compound annual growth rate (CAGR) of
122.95% over the five-year period from FY2025 to FY2029. Agentic Marketplace revenue growth projections
are underpinned by two primary drivers: marketplace commission income (transaction revenue) and large
language model (LLM) service fees (AaaS revenue), both of which leverage the platform’s innovative
AI-powered technology and its anticipated adoption trajectory in the online tourism marketplace sector.
Agentic Marketplace
a 25% reduction in projected total revenue over the 5-year period;
projected enrolments in New Zealand reduce to 11,781 or 46,518 in Australia;
a 39% increase in operating expenses over the 5-year period; or
an increase in the pre-tax discount rate to 73%.
•
•
•
•
Marketplace Commission Income (Transaction Revenue): Agentic Marketplace is expected to
capture 2.5% of the addressable online travel market in its initial markets (Oceania, Middle East,
and East Asia) by 2025, growing to 12.0% by 2029. This adoption rate is supported by the platform’s
disruptive AI-native features, significantly enhancing user and supplier efficiency. Commissions
are set at 5-10%, substantially lower than traditional aggregators of 20-30%, to incentivize supplier
participation and drive early adoption.
Large Language Model (LLM) Service Fees (AaaS Revenue): Revenue from LLM-driven services
is projected to grow significantly as AI-based negotiation and optimisation tools become essential
for businesses. Key assumptions include: LLM services will be offered across multiple pricing tiers
to address the needs of SMEs, corporates, and enterprises. Initial uptake in Oceania and East Asia
markets is expected to account for 2.0% of targeted SMEs by2025, increasing to 10.0% by 2029.
The global online travel market is forecasted to grow at a CAGR of 4.74% to reach
NZD 1,260.40 billion by 2029 (source: Statista). The tourism sector in Oceania and East Asia is
expected to exhibit above-average growth due to post-pandemic recovery trends and increasing
digitisation. Treehouse’s innovative AI-driven platform positions it to outpace broader industry
growth, capturing significant market share through its cost advantages and unique features.
•
•
•

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED24
While the overall market is growing steadily, Agentic Marketplace’s disruptive positioning enables
it to penetrate the market faster than competitors. The platform’s scalable AI infrastructure,
network effects from initial markets, and diversified revenue streams provide a robust foundation
for achieving the projected growth trajectory. Additionally, its competitive commission rates and
the early adoption of AI-driven tools across multiple sectors ensure sustained momentum.
•
Total operating expenses are forecast to grow at a CAGR of 47.43%, with an average operating
expense-to-sales ratio of 82.40% over the five-year period. This forecast is more conservative than
the upper percentile of the market benchmark of 70.44% for comparable companies in the online travel
marketplace sector. There are no depreciation expenses forecasted, as no capital expenditures are planned.
Development costs primarily relate to wages and salaries of the development team, which are recognised
as expenses in the profit and loss forecast.
The average EBITDA and net operating profit after tax (‘NOPAT’) margins for the same period are
projected to be 17.60% and 7.15%, respectively. These figures are consistent with the industry median
for comparable companies, which stand at 17.65% for EBITDA margin and 6.22% for NOPAT margin.
The following adjustments to the key assumptions would individually reduce the Agentic Marketplace
recoverable value to the level of its carrying value:
a 60% reduction in projected total revenue over the 5-year period;
a 181% increase in operating expenses over the 5-year period; or
an increase in the pre-tax discount rate to 274%.
•
•
•

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED25
9
Trade payables and other current liabilities
10
Borrowings

30 Sep 2024
(unaudited)
NZ$000
31 Mar 2024
(audited)
NZ$000
Trade payables 3,6263,249
Accruals1 ,4172,486
Related party payable1076,616
Unearned income 18698
Other payables 2140
5 ,1 8 913,089

Note

30 Sep 2024
(unaudited)
NZ$000
31 Mar 2024
(audited)
NZ$000
Related party loans 10.110,1315,888
Bank loans (secured)10.210,671—
Other borrowings510
Total borrowings 20,8075,898
Current15,0525,897
Non-current5,7551
20,8075,898
All borrowings are denominated in NZD.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED26
10.1 Related party loans

30 Sep 2024
(unaudited)
NZ$000
31 Mar 2024
(audited)
NZ$000
Balance at 1 April 5,8884,425
Proceeds from loans1 7, 2 1 83,069
Repayment of loans(12,975)(1,606)
1 0,1 3 15,888

30 Sep 2024
(unaudited)
NZ$000
31 Mar 2024
(audited)
NZ$000
Te Turanga Ukaipo Charitable Trust1240
Wilshire Treasury Limited10,1305,648
1 0,1 3 15,888
The related party loans are with the related parties in the table below.
The full $10.13 million of the related party loan from Wilshire Treasury Limited is payable by Send Global
(31 March 2024: $3.51 million payable by Send Global, $1.75 million payable by AGE and $383,000 payable
by Being Consultants). The loan is for a one year term to 26 March 2025. Interest is charged at the current
ANZ Bank business overdraft rate. The loan is secured by a general security agreement granted by Send
Global to Wilshire Treasury Limited and by a guarantee from AGE.
The related party loan payable to the Te Turanga Ukaipo Charitable Trust is unsecured and payable on
demand. No interest is charged on this loan.
The weighted average interest rates on the related party loans during the period was 12.76% (2023: 8.16%).

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED27
10.2 Bank loans

30 Sep 2024
(unaudited)
NZ$000
31 Mar 2024
(audited)
NZ$000
Balance at 1 April ——
Proceeds from loans10,9215,700
Repayment of loans(250)(5,700)
10,671—
Send Global Limited and New Zealand Mail Limited have entered into new facility agreements with
ANZ Bank. The new agreements provide:
The new facilities are secured by:
a $2 million commercial flexi facility reducing to $1,000,000 on 1 October 2024 (the $2 million limit
on the facility was subsequently extended to 31 March 2025. Refer note 21.1). The facility is repayable
on demand. Interest is payable at the ANZ commercial flexi facility floating rate plus a 0.44% margin;
unlimited guarantees and indemnities provided by Wilshire Holdings Limited and St Johns Trust
Limited (refer note 18) covering the obligations of Send Global Limited, New Zealand Mail Limited
and Filecorp NZ Limited;
a cross guarantee and indemnity provided by Send Global Limited, Filecorp NZ Limited
and New Zealand Mail Limited;
general security agreements provided by Send Global and New Zealand Mail Limited; and
a deed of postponement (postponing their debt to Send Global Limited) provided
by Wilshire Holdings Limited.
a $6 million term facility which has a three year term to 31 March 2027. The facility is to be drawn
down in tranches with fixed interest for the fixed period of each tranche at the applicable BKBM rate
for that fixed period plus a 2.65% margin. The facility was fully drawn down in April 2024;
a $3 million term facility which is repayable on 31 March 2025. Interest is fixed for the period of each
the loan at the applicable BKBM rate for that fixed period plus a 2.65% margin; and
two financial guarantee facilities totalling $975,596.
•
•
•
•
•
•
•
•

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED28
11
Contingent consideration

30 Sep 2024
(unaudited)
NZ$000
31 Mar 2024
(audited)
NZ$000
Balance at 1 April 5,600—
Recognised on acquisition of subsidiaries —5,600
Fair value increase in contingent consideration 32 ,130—
37,7305,600
On 28 March 2024 the Company acquired 100% of the issued share capital of Being Consultants and
its 100% owned subsidiaries, Being Labs Limited and Being Ventures Limited. The Company paid an initial
$5 million to acquire the shares in Being Consultants plus contingent consideration with an assessed
fair value at the acquisition date of $5.6 million.
Under NZ IFRS the contingent consideration is required to be measured at fair value through profit and loss
(‘FVTPL’) with any movements in the fair value being included in the net profit or loss.
The contingent consideration is subject to the Company achieving certain share price milestones
post-acquisition as detailed below.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED29
The Company does not have a right to claw back any Earn-In Shares issued if the share price subsequently
drops below the applicable share price milestone following the relevant calculation date. The relevant share
price milestone calculation will take place at a time of the vendor’s choosing after the relevant calculation
date shown in the table.
The contingent consideration was valued at acquisition date and at 30 September 2024 by a qualified
independent valuer. The valuation of the contingent consideration takes into account the likelihood of the
share price milestones being achieved, discounted at an appropriate rate.
The significant increase in the fair value of the contingent consideration is a result of the increase in the
Company’s share price which has increased from $0.25 (adjusted for the impact of the share consolidation
on 9 September 2024) at 31 March 2024, to $0.74 at 30 September 2024. The increased share price
significantly increases the probability of the share price milestones being achieved.
The share price at the valuation date has a significant impact on the contingent consideration fair value
calculation. For example, on 22 October 2024 the Company’s share price had reduced to $0.53
(a 28% reduction since 30 September 2024). This 28% reduction in share price has a corresponding
$12.5 million (33%) reduction in the fair value of the contingent consideration to $25.2 million.
The contingent consideration will solely be settled through the issue of ordinary shares in the Company
and does not impact the cash requirements of the business.
MilestoneCalculation DateShare price
milestone
Adjustment of Being Consultants
Purchase Price
1Not earlier than 9 months
from completion
$0.04 – 0.05A further 373,331,200 of the Company’s shares
will be issued up to a maximum of 466,664,000
shares if any 90 day VWAP exceeds $0.05
2Not earlier than 18 months
from completion
$0.08 – 0.10A further 373,331,200 of the Company’s shares
will be issued up to a maximum of 466,664,000
shares if any 90 day VWAP exceeds $0.10
3Between 24 and 36 months
from completion.
$0.12 – 0.15A further 373,331,200 of the Company’s shares
will be issued up to a maximum of 466,664,000
shares if any 90 day VWAP exceeds $0.15
4Not later than 36 months
from completion
$0.30 A further 1,399,992,000 of the Company’s shares
less any adjustments of the Being Consultants
Purchase Price achieved under milestones 1 to 3
if any 6 month VWAP exceeds $0.30 during the 36
months post-acquisition.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED30
12
Share capital
The following table shows the movement in share capital for the consolidated group.
On 6 September 2024 the Company undertook a share consolidation of 10 shares into 1.
On 30 September 2024 the Company issued 477,711 new fully paid ordinary shares at an issue price
of $0.60 per share.
All ordinary shares on issue are fully paid, have equal voting rights, and share equally in dividends and
any surplus on winding up.
’000
Ordinary shares as at 1 April 20231 9,14 9
Ordinary shares issued2,350
Shares issued for Excalibur Partners Limited to settle debt30,720
Shares issued to directors to settle outstanding directors fees due15,800
Shares issued on reverse acquisition1,600,000
Shares issued on business acquisition200,000
Ordinary shares as at 31 March 20241,868,019
10 to 1 share consolidation(1,681,217)
Ordinary shares issued478
Ordinary shares as at 30 September 20241 8 7, 2 8 0

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED31
13
Share options
The Company has a share option scheme for selected directors, employees and consultants of the
Company and its subsidiaries to purchase ordinary shares in the Company.
Each share options converts into one ordinary share of the Company on exercise. No amounts are paid
or payable by the recipient on receipt of the option. The options carry no rights to dividends and no voting
rights. Options may be exercised at any time from the date of vesting to the date of their expiry.
Subject to continued employment, option holders will be able to exercise one fifth of the options granted
to them on each anniversary of the date of issue for five consecutive years. The exercise period for all
vested options expires five years after the relevant vesting date.
On 6 September 2024 the Company undertook a share consolidation of 10 shares into 1. This resulted
in a corresponding consolidation of 10 share options into 1. The numbers below reflect the details of
the share options post the consolidation.
The exercise price for 3.607 million options is $0.25, and the exercise price for the remaining
0.63 million options is $0.9.
The weighted average contractual life of the share options outstanding at 30 September 2024 was 7.7 years.
30 Sep 202431 Mar 2024
Number of
options
Weighted
average exercise
price
Number of
options
Weighted
average exercise
price
Balance as at 1 April—— — —
Granted during the year42,370,000$0.035——
Adjusted on share consolidation(38,133,000)$0.312——
Balance as at 30 September4,237,000$0.347——
Exercisable at reporting date—n/a——

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED32
13 .1 Fair value of share options granted in the period
The fair values of the share options granted during the period are:
Options were valued using the Black-Scholes option pricing model. The key inputs used in valuing the
options are detailed in the table below.
Fair value per option
Vesting date

$0.25 strike price
$
$0.90 strike price
$
Tranche 127 May 20250.0600.039
Tranche 227 May 20260.0600.041
Tranche 327 May 20270.0610.042
Tranche 427 May 20280.0620.043
Tranche 527 May 20290.0620.044
Options granted
Grant date27 May 2024
Options granted4,237,000
Share price at grant date$ 0 .74 0
Exercise price$0.25 or $0.90
Expected volatility0.75 – 0.65
Option life (from vesting date)5 years
Dividend yield0%
Average risk free interest rate4.61% – 4.79%
Discount for illiquidity15%

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED33

6 mths ended
30 Sept 2024
NZ$000
6 mths ended
30 Sept 2023
NZ$000
Share based payments are included in:
Employee benefit expense 260—
Consultant expenses 10—
270—

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED34
Ownership interest
held by Group
SubsidiaryPrincipal activity30 Sep 202431 Mar 2024
Being Consultants LimitedProfessional services100%100%
Being Ventures LimitedInvestment100%100%
Being Labs LimitedDevelopment of AI initiatives100%100%
Send Global LimitedCourier, business mail & logistic services100%100%
New Zealand Mail LimitedCourier, business mail & logistic services100%100%
Filecorp NZ LimitedFiling solutions100%100%
G3 Property Holdings LimitedProperty management100%100%
Send New Zealand LimitedNon trading100%100%
Pete’s Post LimitedNon trading100%100%
AGE LimitedEducation100%100%
Being Education GP LimitedNon trading100%—
Being Education LimitedNon trading100%—
Manawaroa GP LimitedNon trading100%—
Being Bidco Limited
(previously Send Group Limited)
Non trading100%100%
Being Holdco Limited Non trading100%—
Fingerprint IP LimitedIP ownership100%—
Being US limitedNon trading100%—
14
Subsidiaries
All subsidiaries are domiciled in New Zealand, with the exception of Being US Limited which
is incorporated in the United States.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED35
15
Investment in associate
1 5 .1 Investment in Tymestack.ai Pty Limited

30 Sept 2024
(unaudited)
NZ$000
Balance at 1 April —
Investment in Tymestack249
Share of loss for the period(125)
Impairment of investment in Tymestack (124)
—
On 8 June 2024 Being AI entered into agreements to coinvest in a new AI startup, Tymestack.ai Pty Limited
(“Tymestack”), an Australian company headquartered in Melbourne, Australia. Tymestack offers a unique
approach to an AI-driven price optimisation engine that reduces and even eliminates gross margin losses in
retail price markdowns while simultaneously accelerating sales and reducing waste.
Being AI subscribed for new shares in Tymestack, representing 50% of the total shares on issue.
The aggregate cost of the investment, and total issue price for the shares, is AUD1.5 million.
The consideration for the investment will be paid over time by Being AI contributing a combination of
cash and providing supporting services to Tymestack as the new business requires.
The Board considers there is future potential from the Group’s investment in Tymestack. However,
the Group has recognised a full impairment of its investment due to the level of uncertainty of Tymestack
securing sufficient funding to enable completion of the development of the AI-driven price optimisation
engine and a successful market launch, and to fund the ongoing operational costs until the company
becomes cash flow self-sufficient.
On 31 October 2024, and subsequent to the reporting date, the parties agreed a variation to the original
agreements in which the Group’s investment in Tymestack was changed to a 10% shareholding with no
further obligation to provide additional funding or services to Tymestack (refer note 21.2).

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED36
16
Business acquisition
16.1 Villa Education Trust
On 12 April 2024 AGE acquired the education business assets of Villa Education Trust (VET) which comprise:
The acquisition supports the Company to expand the Being Education division, and to actively integrate
advanced technologies into Being’s online and traditional school environments.
The total purchase price for the acquisition was $200,000.
The provisional amounts recognised in respect of the identifiable assets acquired and liabilities assumed are
as set out in the table below.
the Mt Hobson Academy, an online learning platform that provides quality teaching and learning,
positive learning focused relationships and an engaging Project Based Curriculum for Years 1-10 and
follows the National Certificate of Educational Achievement (NCEA) pathway for Years 11-13;
the rights to manage two Special Character Schools, one located in West Auckland, and
one in South Auckland;
the informal management arrangements in respect of the Mt Hobson campus located in Kaitaia; and
the intellectual property rights of the project-based curriculum owned by VET.
•
•
•
•

12 April 2024
NZ$000
Net assets acquired at fair value (provisional): —
Intangible assets211
Employee entitlements(15)
Deferred tax asset 4
Net assets acquired 200
Satisfied by:
Cash185
Assumption of employee entitlements15
Total consideration 200

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED37
The initial accounting for the acquisition has only been provisionally determined at the date of approval
of these interim consolidated financial statements. The acquisition accounting is expected to be finalised
by the next reporting date and this may impact the fair value of net assets acquired. Potentially of
most impact is the recognition of identifiable intangible assets.
The cash paid for the acquisition was funded from available cash balances.
VET contributed $503,000 of revenue and $596,000 expenses to the Group’s net loss for the period
between the date of acquisition and the reporting date.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED38
17
Reconciliation of profit or loss after taxation with cash flow
from operating activities

6 mths ended
30 Sep 2024
(unaudited)
NZ$000
6 mths ended
30 Sep 2023
(unaudited)
NZ$000
Profit/(loss) for the period (35,619)201
Adjustments for:
Fair value adjustment on contingent consideration32 ,130—
Depreciation on property, plant and equipment91117
Depreciation on right of use assets375133
Amortisation of intangible assets140169
Finance income(35)(70)
Interest paid on borrowings309149
Interest paid on lease liabilities28246
Interest paid on related party borrowings296146
Share of loss from associate125—
Impairment of investment in associate124—
Gain on disposal of assets—(1)
Movement in deferred tax15198
Share based payments270—
Other non cash adjustments1—

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED39
Movements in working capital
(Increase)/decrease in receivables and other current assets58820
(Increase)/decrease in inventory(1,138)3,206
Increase/(decrease) in trade payables and other current liabilities(7,900)(8,220)
(Increase)/decrease in tax benefit(474)391
Movement in trade payables and other current liabilities related to
financing activities
6,595—
Increase/(decrease) in student bonds—70
Net cash received from operating activities(4,219)(2 ,74 5 )
18
Related parties
18 .1 Directors
18.2 Key management personnel compensation
During the period the directors of the Company were David McDonald (CEO), Katherine Allsopp-Smith,
Evan Christian (as alternate director for Katherine), Roger Gower (resigned 30 October 2024),
Joe Jensen (resigned 30 October 2024) and Sean Joyce (resigned 23 October 2024).
Key management personnel are the Directors, the Chief Executive Officer and members of the executive
leadership team. Key management personnel compensation is set out below.

6 mths ended
30 Sep 2024
(unaudited)
NZ$000
6 mths ended
30 Sep 2023
(unaudited)
NZ$000
Short term benefits — directors315—
Short term benefits — key management employees1,362941
1,677941

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED40
18.3 Related party transactions and balances
In the 6 months to 30 September 2024 the Group had the following transactions with related parties:
2384 Limited Partnership (‘2384 LP’), an entity controlled by David McDonald, held 100% of the shares
in Being Consultants prior to the reverse acquisition. As part of the reverse acquisition, 2384 LP received
200,000,000 ordinary shares in Being AI plus an entitlement to the contingent consideration detailed in
note 11, in exchange for its shareholding in Being Consultants. The $37.7 million contingent consideration
liability at the reporting date (31 March 2024: $5.6 million) is due to 2384 LP on the achievement of the
milestones detailed in note 11.
2061 Limited Partnership (‘2061 LP’), an entity controlled by Katherine Allsopp-Smith and Evan Christian,
held 100% of the shares in Send Global and 87% of the shares in AGE prior to the reverse acquisition.
As part of the reverse acquisition, 2016 LP received 1,520,000,000 ordinary shares in Being AI in exchange
for its shareholding in Send Global and AGE. 2061 LP is the majority shareholder of Being AI.
As at 30 September 2024 the Group has no outstanding liabilities with 2016 LP. (31 March 2024: $6,616,000.
This payable was settled in April 2024).
At the reporting date the Group had a related party loans of $10,131,000 from Wilshire Treasury Limited.
Wilshire Treasury Limited is 100% owned by the Christian Family Trust Limited which is controlled by
Katherine Allsopp-Smith and Evan Christian. Evan Christian is the sole director of Wilshire Treasury Limited.
The Group was charged $296,000 in interest by Wilshire Treasury Limited in the 6 months to 30 September
2024 (6 months to 30 September 2023: $146,000).
The Group has a loan of $1,000 payable to the Te Turanga Ukaipo Charitable Trust (note 10.1) (31 March
2024: $240,000). Katherine Allsopp-Smith and Evan Christian are trustees of the Te Turanga Ukaipo
Charitable Trust. Te Turanga Ukaipo Charitable Trust is a substantial shareholder of Being AI. No interest
is charged on this loan.
At 30 September 2024 the Group had related party payables included in trade and other payables
of $408,000 due to Wilshire Holdings Limited (‘Wilshire Holdings’) (31 March 2024: $346,000 due to Wilshire
Holdings and $70,000 due to St Johns Trust Limited). St Johns Trust Limited is a wholly owned subsidiary
of Wilshire Holdings. Wilshire Holdings is a wholly owned subsidiary of Christian Family Trust Limited.
Wilshire Holdings owns the school premises at Sanders Street, Auckland, that are leased by the Group.
The initial term of the lease is 20 years from March 2024 and the Group holds rights of renewal for a
further 20-year term. $3,318,000 was paid or payable in rent to Wilshire Holdings in the period ended
30 September 2024 (6 months to 30 September 2023: $120,000). As at 30 September 2024 the Group
recognises $6.7 million of lease liabilities to Wilshire Holdings (31 March 2024: $6.7 million).
David McDonald (CEO and executive director)
Katherine Allsopp-Smith (non-executive director)
and Evan Christian (non-executive alternate director)

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED41
At the date of the reverse acquisition, Being AI owed $75,000 to Roger Gower in directors fees.
This outstanding balance was settled through the issue of 3,000,000 ordinary shares in Being AI.
Sean Joyce is the sole director and shareholder of Excalibur Capital Partners Limited (‘Excalibur’).
Excalibur is a substantial product holder of Being AI.
In December 2023 the Group provided a loan of $2,000,000 to Excalibur to acquire shares in AGE Limited.
The $2,000,000 is recognised as a related party loan receivable in the Consolidated Statement of Financial
Position at the reporting date (31 March 2024: $2,000,000). The loan has a five-year term, is interest free
and is secured over the shares held by Excalibur.
Roger Gower (independent director)
Sean Joyce (Chair and executive director)
19
Contingent liabilities
20
Commitments
The Group has provided an unconditional bank guarantee for $780,000 (31 March 2024: $780,000), to
secure the payment of charges from New Zealand Post in respect of certain mail services.
There are no contingent liabilities as at 30 September 2024 other than noted above or disclosed elsewhere
in these financial statements (31 March 2024: nil).
There were no commitments for capital expenditure at the reporting date (31 March 2024: nil).

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED42
21
Events subsequent to reporting date
2 1 .1 Bank loan facilities
21.2 Tymestack
21.3 Treehouse Technologies Limited
On 3 October 2024 the Group agreed with ANZ Bank to maintain the level of the commercial flexi facility
at $2 million until 31 March 2025. The limit of the three year term facility was reduced from $6 million
to $5.5 million. Refer note 10.2.
On 31 October 2024 the Group entered into a variation agreement with the joint owner of Tymestack
(refer note 15.1) to:
On 15 October 2024 the Company incorporated a new subsidiary, Treehouse Technologies Limited, which
will own some of the Group’s developing intellectual property.
reconstitute Tymestack’s ownership and governance to enable the joint owner to introduce
other investors;
to recognise the Group has a fully paid 10% shareholding in Tymestack and release the Group from
the requirement to provide any further payments or services to Tymestack. The Group relinquishes
any claim to the remaining 40% (unpaid) shareholding and its seat on the board, envisaged in the
original agreements; and
to agree that each party has satisfied all terms of their initial agreements as required. Both agree that
the variation agreement will complete in full and final settlement all obligations, claims and disputes
that have arisen between them.
•
•
•

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • BEING AI LIMITED43
21.4 Sale of Being Consultants Limited
On 29 November 2024 the Company entered into a share sale and purchase agreement to sell Being
Consultants Limited, including its wholly owned subsidiaries Being Labs Limited and Being Ventures Limited,
back to 2384 Limited Partnership (‘2384 LP’), the original vendor from whom the Company purchased Being
Consultants Limited (and Being Labs Limited and Being Ventures Limited) on 28 March 2024.
In consideration for the purchase of Being Consultants Limited, 2384 LP agreed to cancel the outstanding
contingent consideration it was due, which was valued at $37.7 million at 30 September 2024.
Under the agreement the Group agreed to:
2384 LP is an entity controlled by David McDonald (refer note 18.3).
assign to 2384 LP the $736,000 owed to the Group by Being Consultants;
pay the salary and annual leave entitlements of the three Being Consultant employees
as at 29 November 2024; and
pay a reimbursement of $107,000 to Being Consultants for future entitlements of the
Being Consultants’ employees.
•
•
•

DIRECTORY • BEING AI LIMITED44
Directory
Level 4, 33–45 Hurstmere Road
Takapuna
Auckland 0622
hello@beingai.group
Computershare Investor Services Limited
159 Hurstmere Road
Takapuna
+64 9 488 8700
Chapman Tripp
Level 34, 15 Customs Street West
Auckland
New Zealand
William Buck Audit (NZ) Limited
Level 4, 21 Queen Street
Auckland 1010
ANZ Bank New Zealand Limited
23 Albert Street
Auckland
New Zealand
Brown Partners
Level 3, 18 Shortland Street
Auckland
New Zealand
Wynn Williams
Level 20, Vero Centre, 48 Shortland Street
Auckland
New Zealand
www.beingai.group
Registered office
Share register
Solicitors
We b s it e
Auditor
Bankers

DIRECTORY • BEING AI LIMITED45
Andy Higgs
Independent chair
Sean Joyce (resigned 23 October 2024)
Executive chair
Brett O’Riley
Independent director
Roger Gower (resigned 30 October 2024)
Independent director
Joe Jensen (resigned 30 October 2024)
Independent director
David McDonald
Executive director & CEO
Katherine Allsopp-Smith
Executive director
Evan Christian
Executive director (alternate to K Allsop-Smith)
Board of Directors from 30 October 2024
Past board members

beingai.group