Full Year Results to 31 March 2025

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


Results for announcement to the market
Name of issuer RTO Limited (formerly Blackwell Global Holdings Limited)
Reporting Period 12 months to 31 March 2025
Previous Reporting Period 12 months to 31 March 2024
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$11 -42.5%
Total Revenue $311 1542.4%
Net profit/(loss) from
continuing operations
$(355) -44.6%
Total net profit/(loss) $(55) 77.5%
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
3.61 cents per share 0.02 cents per share
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
See attached full year preliminary unaudited announcement.
Authority for this announcement
Name of person authorised
to make this announcement
Sean Joyce
Contact person for this
announcement
Sean Joyce
Contact phone number 021 865 704
Contact email address Sean@corporate-council.co.nz
Date of release through MAP 29/5/2025

Unaudited financial statements accompany this announcement.

Activities during the Financial Year ended 31 March 2025

During the course of the financial year:

• the Company did not undertake any business activities.

• The Board was actively engaged in seeking to identify a potential business to acquire as part
of a reverse Takeover transaction (RTO).

Post balance date events

Restructure of Secured Bonds
At the request of the independent directors, the Company’s major shareholder, Blackwell Global
Group Limited (“Shareholder”) agreed to:

• Capitalise $250,000 of the indebtedness owed by the Company to the Shareholder pursuant
to the Secured Bonds previously issued to the Shareholder by the Company, into 62,500,000
new ordinary fully paid shares at an issue price of $0.004 per share (“New Shares”) – this
number of New Shares is calculated on a pre-consolidation basis (referred to below). These
New Shares were able to be subscribed for by the Shareholder pursuant to the “creep”
provisions of the Takeovers Code, which permits a shareholder who holds more than 50% of
the shares on issue, to increase their shareholding by not more than 5% in any 12 month
period, and issued under NZX Listing Rule 4.5 (15% placement rule); and

• forgive the repayment of the balance of $100,000 of those Secured Bonds.

The Company now no longer has any liability to the Shareholder.

The Board believes that:

• this development represents an excellent outcome for the Company, and its shareholders;

• this arrangement strengthens the Company’s balance sheet;

• this development makes the Company an attractive vehicle for a reverse takeover
transaction, now that the indebtedness to the Shareholder has been extinguished. The funds
that have been freed up by virtue of this arrangement, together with the Company’s additional
free cash, will be deployed by the Company towards:

• the payment of the Company’s ongoing compliance and administrative costs; and
• investigating a reverse takeover transaction.

Share Consolidation
With effect from 5pm on 30 August 2024, the Company completed a 73.6259 shares into 1 share
consolidation.

The Company now has 10,000,026 quoted ordinary shares on issue.

Going Forward
The Board continues to actively looking to identify a suitable business opportunity to invest in and/or
acquire through a reverse takeover transaction (RTO).  Discussions have been had with several
potential acquisition targets to date, but none of those discussions have developed into a tangible
transaction to date.

What is an RTO?
An RTO is a transaction structured such that the Company would acquire 100% of the business
assets, or the shares in the company that owns the business assets, in consideration for the
payment of cash and/or the issue of new shares in the Company, to the vendors, to fund the
acquisition.

The new business acquired would then effectively become a subsidiary of the Company (the listed
company), trading on the NZX Main Board. The stakeholders in the business acquired, would
ultimately become shareholders in the Company as part of the RTO, and would have representation
at the Board level as appropriate.

In conjunction with the RTO process, the Company would seek to raise additional growth capital to
assist in funding the future growth of the business.

Investment Criteria
The Board is focusing on business opportunities that satisfy one or more of the following investment
criteria:

• The business has excellent personnel and management.

• The business operates in an attractive and positive business sector.

• The business has a robust business model.

• The business has solid historical earnings, or alternatively has a sound business platform
from which to implement its business plan and generate strong earnings in the future.

• The business owns proprietary intellectual property.

• The business has potential to grow organically, via acquisition, or through the further
investment in capital plant.

• The business has the potential to scale internationally.

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

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

Audit

The consolidated financial statements are to be audited.


Future Events

Event Date
Annual Report due 30 June 2025


For enquiries

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

---

Consolidated Statement of Comprehensive Income
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2025


2025 2024
(unaudited) (audited)
$ $

Revenue
Interest and fee income 10,882 18,929
Other Income 300,000
Total Income 310,882 18,929

Expenses
Directors' fees (138,000) (138,000)
Interest expense (3,920) (19,599)
Other operating expenses (224,198) (107,063)

Total expenses (366,118) (264,662)

Loss before income tax (55,236) (245,732)

Income tax benefit/(expense) - -

Net profit/(loss) after tax (55,236) (245,732)

Total comprehensive loss for the year (55,236) (245,732)

Attributable to:
Owners of the company (55,236) (245,732)


Earnings/(loss) per share
Basic and diluted earnings/(loss) per share (cents per share): (0.02) (0.04)

Statement of Changes in Equity
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2025


Share Contributed Accumulated Total
capital capital losses equity

$ $ $ $


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

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

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


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


Balance at 1 April 2024 13,547,337 407,606 (13,788,750) 166,193

Loss for the year - - (55,236) (55,236)

Total comprehensive loss for the year

Issue of ordinary shares, net of
transactions costs
-

250,000
- (55,236) (245,732)

250,000

Balance at 31 March 2025 13,797,337 407,606 (13,843,986) 360,956

Consolidated Statement of Financial Position
RTO Limited (Formerly Blackwell Global Holdings Limited)
As at 31 March 2025


2025 2024
$ $
Current assets
Cash and cash equivalents 288,535 634,842
Prepayments and other receivables 13,113 13,818
Total current assets 301,648 648,659

Non-current assets
Prepayments and other receivables 75,000 75,000
Property, plant and equipment 261 522
Total non-current assets 75,261 75,522

Total assets 376,909 724,182

Current liabilities
Trade and other payables 4,453 409
Accruals, provisions and other liabilities 11,500 11,500
Borrowings 0 546,080
Total current liabilities 15,953 557,989

Total liabilities 15,953 557,989

Net assets 360,956 166,192

Equity
Share capital 13,797,337 13,547,337
Contributed capital 407,606 407,606
Accumulated losses (13,843,986) (13,788,750)
Total equity 360,956 166,192

Net tangible assets per share (cents per share): 3.61 0.02

Consolidated Statement of Cash Flows
RTO Limited (Formerly Blackwell Global Holdings Limited)
For the year ended 31 March 2025


2025 2024
$ $

Cash flows from operating activities
Interest received 10,882 18,929
Income taxes refunded 5,300 3,887
Operating inflows 16,182 22,817

Payments to suppliers and employees
(362,488)

(251,874)

Operating outflows

(362,488)

(251,874)


Net cash from / (used in) operating activities

(346,307)

(229,058)


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


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


Net increase / (decrease) in cash and cash equivalents
(346,307)

(229,058)
Cash and cash equivalents at the beginning of the period 634,842 863,899
Cash and cash equivalents at the end of the year 288,535 634,842


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