Blackpearl Group FY25 Results
BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT
29 MAY 2025
BPG FY25 Results - Investing now to
capture growth
Blackpearl Group Limited (NZX:BPG) today announces its results for the year ended 31 March 2025,
highlighting healthy operating metrics, including strong growth in Annual Recurring Revenue (ARR)
and Average Revenue Per User (ARPU), whilst the Group continues to invest in its next phase of scale.
Highlights
• $12.5m ARR, up 70% from $7.4m as at 31 March 2024
• $7.7m subscription revenue, up 91% from $4.1m in FY24
• $17.5k ARPU, up 53% over the last 6 months
• 68% gross margin, reflecting continued platform efficiency
• 17% of revenue from top 10 customers, up from 10% as at 31 March 2024
• Pearl Diver reached ~$10m ARR, only eight quarters after its full launch
• Signed new fixed-fee data supply agreement
• Raised $12.5m in growth capital
• Officially launched Bebop, following the most successful beta in the company’s history
• Pearl Engine scaled 210x, now processing 21B rows/day
• Executed strategic customer transition for Pearl Diver has lifted ARPU
• Funded for ongoing growth, with $6.7m in cash and $4m in non-dilutive loan facility available.
Enabling future growth
Last year, we told investors we would invest in the next stage of growth – and we’ve done exactly
that.
With $12.5m in ARR, and Bebop now launched, Blackpearl is positioned not just for $20m ARR but to
build toward $50m and beyond. The Group has made targeted investments in people, infrastructure,
and product – all designed to scale efficiently into larger markets.
Our strategic shift to higher-value customers is delivering results, and the successful beta and launch
of Bebop has validated our ability to innovate, build and deliver new, high-impact products quickly.
“We now have the platform, the products, and the people to scale. FY25 was about building for what’s
next – and we’re just getting started ...” – Nick Lissette, Chief Executive Officer
Financial commentary
Subscription revenue grew 91% YoY to $7.7m, supported by strong ARR uplift and deeper customer
relationships. Our customer mix improved as we shifted focus to high-value accounts, resulting in a
53% lift in ARPU over six months. While churn spiked temporarily during our customer transition in Q3,
it stabilised to 5.3% as at 31 March 2025.
Gross margin held at 68%, down from 71% in FY24, reflecting a temporary duplication of data supply
contracts. As our legacy data provider rolls off in Q1, margin expansion is expected to begin from Q2.
Beyond that, Blackpearl will start to see benefit from the new flat fee arrangement, as revenue
continues to scale.
BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT
Blackpearl ended the year with $6.7m in cash and retains access to a $4m undrawn non-dilutive loan
facility with the BNZ. We are sufficiently capitalised with resources already in place to support
continued product expansion and market growth.
“FY25 was about scaling with intent – we invested in product, people, and platform while keeping a
clear path to sustainable margin growth.” – Karen Cargill, Chief Financial Officer
Future outlook
The AI opportunity is here – and our platform is purpose-built to capture it. Blackpearl is targeting
$20m ARR within the next 7–12 months, with clear visibility toward $50m as Pearl Diver and Bebop
both reach critical mass.
“We’re positioned to lead AI-powered sales and marketing solutions for the US SME market. We’ve
already proven we can execute, and now we’re building for scale.”
– Nick Lissette, Chief Executive Officer
Results presentation and conference call
A results presentation has also been posted this morning in the NZX announcement, with further
details on Blackpearl’s performance and strategy.
Nick Lissette (Chief Executive Officer), Karen Cargill (Chief Financial Officer) and Sam Daish (Chief
Te c h n o l o g y O ffic e r ) w i l l p re s e n t t h e F Y 2 5 fi n a n c i a l re s u l t s fo l l owe d by Q & A a t 1 0 a m N Z T today.
To p re-register for the briefing, please visit: https://bpg.investorservices.co.nz/
The live event can be accessed directly at: https://www.virtualmeeting.co.nz/bpgfy25
ENDS
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, BPG is based in Wellington, New Zealand, and Phoenix, Arizona.
Blackpearl.com
---
FY25 Result
Presentation
→ FINANCIAL PERFORMANCE FOR Y/E
31 MARCH 2025
INVESTOR PRESENTATION – MAY 2025
Investing now to
capture growth.
BLACKPEARL GROUP
MAY 2025
PAGE 2
INVESTOR RELATIONS
THEME
Key
Messages
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 3
MAY 2025
Pearl Diver – Solid core growth driver toward BPG’s $12.5m ARR
Introducing Bebop – True AI-driven B2B sales intelligence
Innovative tech stack – Fast, scalable product development
Sustainable growth – 70% ARR growth, improved customer quality
Outlook – Clear path to $20m ARR and multi-product expansion
TAKEAWAY
31 MAR 2025
FY25 Financial Highlights
INVESTOR RELATIONS
BLACKPEARL GROUP
MAY 2025
FINANCIAL PERFORMANCE
FOR Y/E 31 MARCH 2025
1 APR 2024
ANNUAL RECURRING REVENUEARR PER EMPLOYEE SUBSCRIPTION REVENUE
$12.5m$245k$7.7m
As of 31 March 2025.As of 31 March 2025.For FY25.
70% INCREASE YOY7% INCREASE YOY 91% INCREASE YOY
AVERAGE ARR PER PEARL DIVER CUSTOMERGROSS PROFIT MARGIN
$17.5k68%
As of 31 March 2025. For FY25, previously 71% in FY24.
Temporary cost increase due to overlap of legacy
and new data agreements and GTM testing.
TOP 10 CUSTOMERS % OF REVENUE
17%
As of 31 March 2025.
85% INCREASE YOYA 7PPT INCREASE YOY
PAGE 4
31 MAR 2025
FY25 Business Highlights
INVESTOR RELATIONS
BLACKPEARL GROUP
1 APR 2024
NEW DATA SUPPLY AGREEMENT SIGNED
SECURED $5M LOAN FACILITY
RAISED $12.5M IN GROWTH CAPITALBEBOP OFFICIALLY LAUNCHED POST-BETA
EXECUTED STRATEGIC ICP SHIFT PEARL ENGINE SCALED TO 21B ROWS/DAY
$cost↓
Transitioned to a fixed-fee, scalable agreement
unlocking margin leverage and improving platform
cost predictability.
$12.5m
Successfully completed an oversubscribed private
placement and share purchase plan to fuel product
expansion and scale in the US SME market.
$5m
Established a flexible $5 million non-dilutive facility
to enhance liquidity and support growth.
3mo
+50%
Following the most successful beta in company
history, Bebop launched to early commercial users
in Q4 FY25 after being built in 3 months.
Exited lower-value customer segments and
refocused on high-ARPU, low-churn ICP customers
to strengthen revenue quality. ARPU has increased
50% over the past six months.
210x
Platform now processes over 21 billion rows/day,
ingesting 30TB of data/month — a 210x increase in
one year.
MAY 2025
PAGE 5
Enabling future growth
BLACKPEARL GROUP
PAGE 6
INVESTOR RELATIONSMAY 2025
Enabling
future growth
FINANCIAL COMMENTARY
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 7
MAY 2025
At the capital raise we said we were going to invest for the
next stage of growth and that is what we have done.
Investments
Timing of
investment
Return from investment
People (Product, CX)2H25
We have right sized the team
for our future opportunity set.
Pearl Diver
Higher tier customer
2H25
Further ARPU Expansion
expected in 1H26
Bebop development2H25
Product launched. Revenue
expected to ramp up from 1H26
Bebop Marketing2H25 / 1H26
Ongoing investment.
Efficiencies expected to start to
be realised 1H26/2H26
New data provider2H25
Gross margin recovery from
2Q26 as prior provider rolls off.
Substantial improvement
expected from 3Q26 as scale
benefits accrue
GROWTH OF PEARL DIVER (PRODUCT, CX)
NEW FEATURES AND APPLICATIONS
POTENTIAL STRATEGIC ACQUISITIONS
(Currently in evaluation of two value add bolt-on acquisitions)
Pearl Diver
Track Record
PRODUCT SHOWCASE
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 8
MAY 2025
Nearly $10m in ARR within 2 years of Pearl Diver’s launch.
The Pearl Engine enables extremely fast, lower cost
development cycle of products.
ARR grew 70% YoY. This growth was mostly driven by
flagship product, Pearl Diver.
Bebop will support the next stage of growth.
Black Pearl MailNew Old StampPearl DiverBebop
Q1 FY22
Q2 FY22
Q3 FY22
Q4 FY22
Q1 FY23
Q2 FY23
Q3 FY23
Q4 FY23
Q1 FY24
Q2 FY24
Q3 FY24Q3 FY24
Q1 FY25
Q2 FY25
Q3 FY25
Q4 FY25
$0
$2,000,000
$4,000,000
$6,000,000
$8,000,000
$10,000,000
$12,000,000
$14,000,000
ARR GROWTH
QUARTER, FY
TOTAL ARR (NZD)
Next Stage of
Pearl Diver
PRODUCT SHOWCASE
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 9
MAY 2025
During the year, we continued investing in Pearl Diver to
unlock a new, higher-tier customer base.
These customers not only deliver higher ARPU but also
show stronger retention.
We’re already seeing results — ARPU has increased 50%
over the past six months.
ARPU grew 132% YoY in Q1, driven by uptake of new
higher-tier packages ($59k–$98.4k p.a.), with continued
uplift across FY25.
Q1 FY24Q2 FY24Q3 FY24Q4 FY24Q1 FY25Q2 FY25Q3 FY25Q4 FY25
0
500
1000
1500
ARPU GROWTH
QUARTER, FY
TOTAL PD ARPU (NZD)
Introducing
Bebop
PRODUCT SHOWCASE
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 10
MAY 2025
True Agentic AI for sales enablement
Lightning-fast prospect research
Personalised strategic dossiers
A true sales AI agent
Bebop
PRODUCT SHOWCASE
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 11
MAY 2025
St rongest product-market fit we’ve seen
Lower price and cost vs. Pearl Diver
Faste st ARR growth in beta to date
Beta Highlights
"Helping business owners with saving on
monthly billing expenses and generating
customers"
"I have been using this tool for the past
week. I’m loving it. This is coming from
someone who looks through lists of leads
with a magnifying glass! The value and
simplicity is amazing. I believe in the
product."
"I believe Bebop is the future of developing
leads for business with the assistance of AI.
Its affordability and ease of use make it
attractive."
Continued
investment
FINANCIAL COMMENTARY
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 12
MAY 2025
$6.7m
Cash on hand as at
31 March 2025.
$4m
Undrawn non-dilutive
banking facility.
“Our banking partner remains highly
supportive of our growth trajectory.”
Continue to invest at current rate
Investment now expands future growth
Pearl Diver tier expansion driving ARPU uplift
Bebop marketing and launch investment underway
Bebop ARR to begin contributing in FY26
Gross margin expansion via new fixed-cost contract
FY25 Financial Result
BLACKPEARL GROUP
PAGE 13
MAY 2025INVESTOR RELATIONS
Subscription
Revenue
INVESTOR RELATIONS
BLACKPEARL GROUP
Subscription revenue grew by 91% YoY, reaching
$7.7m.
There is an inherent lag between ARR and
subscription revenue due to onboarding and
invoicing cycles.
Bebop will support the next stage of growth,
expanding our reach across the US SME market and
will start contributing to group-level ARR over the
coming 12 months.
PAGE 14
QUARTER, FY
MAY 2025
FINANCIAL COMMENTARY
Black Pearl MailNew Old StampPearl DiverBebop
Apr-24May-24Jun-24Jul-24Aug-24Sep-24Oct-24Nov-24Dec-24Jan-25Feb-25Mar-25
0
200000
400000
600000
800000
1000000
SUBSCRIPTION REVENUE
MONTHLY AVERAGE REVENUE (NZD)
Q1 FY24Q2 FY24Q3 FY24Q4 FY24Q1 FY25Q2 FY25Q3 FY25Q4 FY25
0%
2%
4%
6%
8%
10%
Churn Analysis
INVESTOR RELATIONS
BLACKPEARL GROUP
A deliberate transition toward high-value, Ideal
Customer Profile-aligned customers increased
average deal size and retention while reducing
operational drag.
Churn reduced to 5.3% in Q4, down from a Q3 peak
of 9.4%, reflecting stronger ICP alignment.
Our higher-tier customers are not only higher value,
they are strategically stickier – increasing customer
LTV.
PAGE 15
MAY 2025
FINANCIAL COMMENTARY
QUARTER, FY
MONTHLY AVERAGE REVENUE (NZD)
REVENUE CHURN %
Gross Margin
INVESTOR RELATIONS
BLACKPEARL GROUP
Gross margin declined from 71% (FY24) to 68%
(FY25) due to a temporary cost increase during the
crossover to our new fixed-fee data supply
agreement.
New contract is a fixed annual cost which will
provide us a significant scale benefit over the
coming year and beyond.
As ARR grows and the legacy contract phases out,
we expect margins to improve.
PAGE 16
MAY 2025
FINANCIAL COMMENTARY
QUARTER, FY
GROSS PROFIT MARGIN FOR QUARTER
MONTHLY AVERAGE REVENUE (NZD)
Q1 FY24Q2 FY24Q3 FY24Q4 FY24Q1 FY25Q2 FY25Q3 FY25Q4 FY25
0%
20%
40%
60%
80%
TotalIncreaseDecrease
FY24
Contractors reduction
Consultants reduction
Administrative expenses
Personnel cost movements
Advertising and marketing
Other movement
FY25
160%
180%
200%
220%
240%
Operating
Expenses
INVESTOR RELATIONS
BLACKPEARL GROUP
Our focus remains on growing Blackpearl Group
profitably.
Headcount grew from 41 to 51, reflecting strategic
hires across AI, product, CX, and GTM – while ARR
per employee held strong at $245k.
PAGE 17
QUARTER, FY
TOTAL ARR (NZD)
MAY 2025
FINANCIAL COMMENTARY
PERSONNEL, OPERATING & ADMIN EXPENSES AS A PERCENTAGE OF REV
Q3 FY23Q4 FY23Q1 FY24Q2 FY24Q3 FY24Q4 FY24Q1 FY25Q2 FY25Q3 FY25Q4 FY25
$0
$50,000
$100,000
$150,000
$200,000
$250,000
$300,000
ARR per
Employee
INVESTOR RELATIONS
BLACKPEARL GROUP
ARR per employee was $245k at the end of Q4
FY25, down from $271k in Q3 FY25.
This reflects a planned investment in strategic hires,
with headcount increasing from 41 to 51.
PAGE 18
QUARTER, FY
TOTAL ARR (NZD)
MAY 2025
FINANCIAL COMMENTARY
ARR PER EMPLOYEE AT QUARTER END
Balance Sheet
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 19
MAY 2025
FINANCIAL COMMENTARY
In FY25, Blackpearl Group completed an
oversubscribed private placement and Share
Purchase Plan.
This strengthened the balance sheet and funded
investment in product expansion and growth hiring.
We are progressing toward cash profitability, while
continuing to prioritise ARR growth.
We continue to demonstrate speed-to-scale:
Pearl Diver was developed in 45 days
Reached $4.7m ARR in 13 months.
This same model underpins Bebop’s rollout and
future product launches.
Our Technology
BLACKPEARL GROUP
PAGE 20
MAY 2025INVESTOR RELATIONS
INVESTOR RELATIONS
BLACKPEARL GROUP
Our Products
PRODUCT SUITE
Blackpearl Group builds technology that makes data-
powered growth accessible to every business. Each
of our products unlocks a different way for small
businesses to generate demand, grow faster, and
market smarter.
Pearl Diver finds the buyers ready to buy. Bebop
delivers leads and insights with intent. Black Pearl
Mail transforms everyday emails into marketing. New
Old Stamp makes email signature management
effortless.
Together, we’re creating tools that empower small
businesses to grow.
PAGE 21
MAY 2025
P E A R L
E N G I N E
Pearl Engine enables the creation of new products at
extreme pace - Pearl Diver was developed in 45 days,
Bebop in 90 days.
It integrates multiple data sources seamlessly whilst
leveraging a library of reusable, battle-tested
components to launch enterprise-grade products at
a pace few competitors can match.
Commercially, the shared platform creates
economies of scale and streamlined maintenance -
reducing marginal cost as the product suite expands.
Speed is the only true competitive advantage in an
AI-driven world.
BLACKPEARL GROUP
INVESTOR RELATIONS
PAGE 22
PROCESSING THROUGHPUT (ROWS/DAY)
2023: 100K
2024: 6 BILLION2025: 21 BIILLION
30TB
→ SCALABILTY
Shared platfrom lowers marginal
costs and simplifies growth.
DATA INGESTION (MONTH)
2025: NOW INGESTING 30 TB/MONTH
PLATFORM GROWTH & EVOLUTION
2023
LAUNCHED SMALL AZURE FUNCTION APP
2024
ADDED WEB APP, EXTERNAL/PUBLIC REST API, 2 MICROSERVICES
2025
LAUNCHED GENERATIVE AI, AD/CRM INTEGRATIONS, ON-DEMAND AI RESEARCH, PLUG-AND-PLAY LLMS, 9 MICROSERVICES, AND 13M SITES
MAY 2025
Our Platform is
Our Differentiation
PEARL ENGINE
INVESTOR RELATIONS
BLACKPEARL GROUP
Pearl Diver
Wholesale
Bebop Labs
Direct
Pearl Diver
Prospecting/Beta
Niches
Whitelable
(website signal data)
(company insights,
technographic)
Bebop Labs
Teams
Global
Programatic
Whitelabel
MAY 2025
PAGE 23
→ SOFTWARE COMPONENTS
→ DATA
→ AUGMENTED LLM
Q1Q2Q3Q4
AI is a rapidly evolving technology. This roadmap
reflects the technology of Bebop AI as it stands
today. We will remain nimble to respond to
developments. For example, true AI Agents could
develop more rapidly than expected and we will
adapt to more deeply embed these as workflows.
Product
Roadmap
KEY TO GROWTH
✓
Looking Forward
BLACKPEARL GROUP
PAGE 24
MAY 2025INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 25
INVESTOR RELATIONS
Our Strategic Approach: Unlocking
SME Growth from Every Angle
BPG’s product suite sits on a shared
technology platform, built for speed and
scale.
Each product tackles the core challenge
of SME revenue growth - from different
user needs, pain points, and buying
triggers - enabling rapid market
expansion with an average build cycle
of under 3 months.
The US SME sector is one of the
fastest-growing markets, with over 33
million businesses generating $8.4
trillion annually.
Constant change is reshaping how
SMEs drive revenue - creating a critical
demand for faster, smarter growth
solutions. The average SME uses 40+
digital tools to drive business growth.
One technology investment powers
multiple products, delivering capital
efficiency and faster go-to-market.
Our platform lowers product build costs
by 30–40% and allows us to engage
SMEs through multiple entry points,
increasing market reach, customer
lifetime value, and portfolio growth.
→ 01: MASS OPPORTUNITY→ 02: SPEED TO MARKET→ 03: SCALABILITY
SOURCE: SBA OFFICE OF ADVOCACY – NOVEMBER 2024 REPORTSOURCE: U.S. CHAMBER OF COMMERCE – STATE OF SMALL
BUSINESS REPORT (2024)
SOURCE: OBERLO – NUMBER OF SMALL BUSINESSES IN THE U.S.
(2024)
MAY 2025
BLACKPEARL GROUP
PAGE 26
~33.2M SMES
Base TAM
Buyer Subset
SME Owners
MARKET SPECTRUM
US SME:
Sales
US SME:
Owners
US SME:
Marketing
~20% (~6.5M SMES)
$18.7–$19.5B
SOURCE:
SBA OFFICE OF ADVOCACY – NOVEMBER 2024 REPORT
MAY 2025INVESTOR RELATIONS
Market
Opportunity
TARGET MARKET
Growth Horizons
KEYS TO GROWTH
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 27
Blackpearl Group is accelerating toward NZD$20M ARR in
7 - 12 months and targeting NZD$50M+ ARR and 10,000
customers within 3 - 5 years.
Key growth drivers include:
Expanding Pearl Diver with new tiers and functionality.
Bebop unlocking new SME verticals and decision-
makers.
Strategic acquisitions to complement existing
product suite and consolidate market share.
Exploring ASX dual listing to broaden investor base
and supercharge growth trajectory.
7 - 12 MONTHS
1M ARR
ANNUAL RECURRING REVENUE
BLACK PEARL MAIL | NEW OLD STAMP | PEAR DIVER | BEBOP
ADDITIONAL PRODUCT RELEASES
UPSELLING / CROSS-SELLING
10M ARR
20M ARR
50M ARR
$12.5M ARR
AS OF 31 MARCH 2025
MAY 2025
Thank YouAd Astra
BLACKPEARL GROUP
MAY 2025INVESTOR RELATIONS
Disclaimer
INVESTOR RELATIONS
BLACKPEARL GROUP
This presentation has been prepared by Black Pearl Group Limited (Blackpearl). All information is
current at the date of this presentation unless otherwise stated. All currency amounts are in NZD
unless otherwise stated.
The information in this presentation is for general information purposes only, and does not
constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of
securities in Blackpearl for the purposes of the Financial Markets Conduct Act 2013 or otherwise,
or constitute legal, financial, tax, financial product, or investment advice.
This presentation should be read in conjunction with, and is subject to Blackpearl’s Financial
Statements and Annual Report, market releases and information published on Blackpearl’s
website - www.blackpearl.com
This presentation includes forward looking statements about Blackpearl and the environment in
which Blackpearl operates, which are subject to uncertainties and elements outside of
Blackpearl’s control – Blackpearl’s actual results or performance may differ materially from these
statements. Blackpearl gives no warranty or representation as to its future financial performance
or any future matter.
This presentation may include statements relating to past performance, which should not be
regarded as a reliable indicator for future performance. This presentation may include information
from third parties believed to be reliable; however, no representations or warranties are made as
to the accuracy or completeness of such information.
While reasonable care has been taken in compiling this presentation, none of Blackpearl nor its
subsidiaries, directors, employees, agents or advisors (to the maximum extent permitted by law)
gives any warranty or representation (express or implied) as to the accuracy, completeness or
reliability of the information contained in it, nor takes any responsibility for it. The information in this
presentation has not been and will not be independently verified or audited. No person is under
any obligation to update this presentation at any time after its release to you or provide you with
further information about Blackpearl.
The information provided by Blackpearl in this communication includes forward-looking financial
scenarios. These scenarios are based on current assumptions, expectations, projections, and
other information available to the Blackpearl. However, it is important to note that actual outcomes
may differ materially from these scenarios due to various factors beyond Blackpearl’s control.
Blackpearl does not guarantee the accuracy or completeness of these scenarios. Recipients of
this information are cautioned not to place undue reliance on these forward-looking statements,
as the Blackpearl cannot predict with certainty what will ultimately transpire.
PAGE 29
MAY 2025
---
BLACKPEARL GROUP FY25 ANNUAL REPORT
THE NEW FRONTIER
Welcome to Blackpearl Group’s Annual Report for the
Financial Year Ended 31 March 2025. Titled “The New
Frontier,” this report encapsulates a year defined by bold
expansion, breakthrough innovation, and the relentless
pursuit of growth.
We are entering a new frontier of business
transformation. The shift away from third-party data and
blind advertising is not just a market trend – it’s a seismic
change. At Blackpearl Group, we are helping small and
medium-sized businesses navigate this change with
confidence, speed, and precision.
This year, we advanced our mission to democratise
data and empower every business to turn data into
dollars. With our flagship product Pearl Diver continuing
to accelerate growth, and our new product Bebop
redefining what AI can do for sales, FY25 has proven that
we are not only ready for the future – we are building it.
Ad Astra – to the stars.
PAGE 01ANNUAL REPORTFY 2025BLACKPEARL GROUP
Contents
04 Financial Highlights
06 Year in Review – Letters from the Chair and CEO
08 Who We Are
09 How We Performed
14 Our Board
16 Our Leadership Team
18 Corporate Governance Statement
28 Additional Statutory Information
38 Consolidated Financial Statements
PAGE 03ANNUAL REPORTFY 2025BLACKPEARL GROUP
Highlights
• COMPARATIVE FIGURES RELATE TO Q4 FY24
UNLESS OTHERWISE STATED
• FIGURES ARE IN NZD$ UNLESS OTHERWISE STATED
• PPT STANDS FOR PERCENTAGE POINTS
NOTES:
TOP 10 CUSTOMERS % OF REVENUE
17%
As of 31 March 2025.
A 7ppt increase YoY, up from 10%
as at 31 March 2024.
ANNUAL RECURRING REVENUESUBSCRIPTION REVENUE
As of 31 March 2025.
A 70% increase year-on-year,
up from $7.4m.
As of 31 March 2025.
An 81% increase year-on-year,
up from $4.1m in FY24
$
12.5m
$
7.7m
ANNUAL RECURRING REVENUE PER EMPLOYEE
$
245k
As of 31 March 2025.
A 7% increase YoY, up from $230k
as at 31 March 2024.
REVENUE CHURN
5.3%
As of 31 March 2025.
Churn increased by 1.3 percentage points YoY,
from 4.0% as at 31 March 2024.
GROSS PROFIT MARGIN
68%
For FY25,
previously 71% in FY24.
PAGE 05ANNUAL REPORTFY 2025BLACKPEARL GROUP
1 APRIL 202431 MAR 2025
YEAR IN REVIEW
Dear Shareholders,
The pace of innovation is now measured in weeks, not years – and those
who win are those who move fast, stay focused, and never stop building.
I’m proud to present Blackpearl Group’s FY25 Annual Report, which reflects
a year of disciplined execution and bold innovation. We’ve grown Annual
Recurring Revenue by 70% year-over-year to $12.5 million and launched a
new product, Bebop, that is already showing the strongest product–market
fit we’ve seen to date.
Our core thesis remains unchanged: the best way to create lasting value
is to build products that solve real problems for a large and underserved
market. For Blackpearl, that market is the 33 million SMEs across the United
States. These businesses are increasingly cut off from the old way of doing
digital marketing – and in that disruption lies extraordinary opportunity.
Pearl Diver continues to deliver outstanding value for marketing teams,
while Bebop opens a powerful new front by helping sales teams convert
faster using AI-generated insight. Together, they reflect our long-term
strategy: to build a scalable, multi-product platform that delivers growth
through innovation.
We believe in building companies to last. We invest for the long haul. And
we believe that Blackpearl Group is just getting started.
Here’s to the next frontier.
Sincerely,
TIM CROWN
CHAIRMAN, BLACKPEARL GROUP
Letter from
the Chair
YEAR IN REVIEW
Dear Shareholders,
FY25 was a year of momentum – the kind that’s measured not just in
metrics, but in market shifts.
We've reached $12.5 million in Annual Recurring Revenue, driven primarily
by our flagship product Pearl Diver. We also launched a new product,
Bebop – a true sales AI agent – which saw the fastest early adoption and
customer validation in our company’s history.
This is what execution at speed looks like. And it’s only possible because
of the Pearl Engine, our proprietary platform that powers rapid product
development, customer insights, and data integration at scale. We built
Pearl Diver in 45 days. Bebop took 90. And both are transforming how US-
based SMEs acquire and convert customers.
But FY25 wasn’t just about new products. It was about building the
foundation for scalable, defensible growth. We moved aggressively
to phase out non-ICP customers, sharpened our focus on high-value
segments, and restructured contracts to improve long-term gross margins.
Some of those decisions created short-term noise. But in a market defined
by change, resilience is strategy. We are now better positioned than ever to
scale beyond $20 million in ARR – and toward our longer-term goal of $50
million in ARR.
As always, we’re grateful for your trust and support.
Ad Astra.
NICK LISSETTE
CEO, BLACKPEARL GROUP
Letter from
the CEO
PAGE 07ANNUAL REPORTFY 2025BLACKPEARL GROUP
OUR MISSION
To break big tech's stranglehold on
the lifeblood of business, democratising
data for small-to-medium businesses,
and creating motivating opportunities
for change.
OUR PURPOSE
Empowering business by transforming
data into revenue.
How We Performed
Who we are
Blackpearl Group is a market leading data technology company pioneering
Al-driven sales marketing solutions for the US market. We are specifically
engineered for small-medium-sized businesses (SME's), to consistently deliver
exceptional value to customers.
Our mantra is simple - 'Creating Motivating Opportunities' - to create the
opportunities that motivate action, with high-impact products that pivot at
speed, serving businesses with the tools they really need, to kickstart action,
to generate new revenue - turning data into dollars.
Investment in Pearl Diver
• Pearl Diver was originally built in just 45 days using our proprietary Pearl Engine.
• Within 8 quarters, it has scaled to nearly $10 million in ARR.
• The product’s growth reflects strong product-market fit and a highly efficient
development model.
• The Pearl Engine allows us to launch and adapt products rapidly at lower cost.
• In FY25, group ARR grew 70% year-on-year, largely driven by Pearl Diver.
• With Pearl Diver well established, Bebop is now positioned to drive the next phase
of growth across FY26.
TOTAL ARR (NZD)
$0
Q1 FY22
Q3 FY23
Q2 FY22
Q4 FY24
Q3 FY22
Q1 FY22
Q4 FY22Q2 FY24
Q1 FY25
Q1 FY23
Q3 FY24
Q2 FY25
Q2 FY23
Q4 FY24
Q3 FY25
Q4 FY25
$2,000,000
$4,000,000
$6,000,000
$8,000,000
$10,000,000
$12,000,000
$14,000,000
ARR GROWTH
QUARTER, FINANCIAL YEAR
BPMNOSPDBB
PAGE 09ANNUAL REPORTFY 2025BLACKPEARL GROUP
Next Stage of Pearl Diver
• During the year, we continued investing in Pearl
Diver to unlock a new, higher-tier customer base.
• We’re already seeing results – ARPU has
increased 50% over the past six months.
• These customers not only delivered significantly
higher ARPU but also show stronger retention.
• ARPU grew 132% YoY in Q1, driven by uptake of
new higher-tier packages ($59k–$98.4k), with
continued uplift across FY25.
Gross Margin
• Gross margin declined from 71% (FY24) to 68% (FY25) due to a
temporary cost increase during the crossover to our new fixed-
fee data supply agreement.
• New contract is a fixed annual cost which will provide us a
significant scale benefit over the coming year.
• As ARR grows and the legacy contract phases out, we expect
margins to improve.
Enabling Future Growth
At the capital raise, we said we’d invest in the next
stage of growth - and we’ve done exactly that.
With $12.5m in ARR and Bebop now launched,
Blackpearl is not only on track for $20m ARR, but
building toward $50m ARR and beyond.
We’ve made targeted investments across people,
platform, and product to ensure we scale efficiently
and ahead of demand.
Strategic Investments Delivering Returns
MONTHLY AVERAGE REVENUE (NZD)
MONTHLY AVERAGE REVENUE (NZD)
0%
0
20%
500
40%
1000
60%
1500
80%
QUARTER, FINANCIAL YEAR
QUARTER, FINANCIAL YEAR
GROSS PROFIT MARGIN FOR QUARTER
ARPU GROWTH
Q1 FY24
Q1 FY24
Q2 FY24
Q2 FY24
Q3 FY24
Q3 FY24
Q4 FY24
Q4 FY24
Q1 FY25
Q1 FY25
Q2 FY25
Q2 FY25
Q3 FY25
Q3 FY25
Q4 FY25
Q4 FY25
INVESTMENTSTIMING OF INVESTMENTRETURN FROM INVESTMENT
People (Product, CX)2H25We have expanded the team to right size for our future
opportunity set.
Pearl Diver – Higher tier customer2H25Further ARPU expansion expected in 1H26.
Bebop development2H25Product launched. Revenue to ramp up from 1H26 onwards.
Bebop marketing2H25 / 1H26Early-stage marketing campaigns - especially during beta and
pre-revenue phases - are typically unoptimised. While investment
continues, performance is expected to improve as typical
optimisation cycles take effect. Marketing spend in 1H26, and
particularly in 2H26, will become much more efficient.
New data provider2H25Gross margin recovery from 2Q26 as prior provider rolls off (currently
spend is duplicated). Flat fee, thus improvement from 3Q26 as data
and thus scale benefits start to accrue.
“Our new contract provides substantial margin
expansion and platform cost predictability. The
flat fee means that our costs will remain flat
even as our revenue will scale.”
— KAREN CARGILL, CFO
PAGE 11ANNUAL REPORTFY 2025BLACKPEARL GROUP
Introducing Bebop
Pearl Diver proved that we can quickly develop
products by leveraging our proprietary Pearl Engine.
We also proved our go to market ability, with Pearl
Diver quickly scaling to $10m ARR within eight
quarters.
Building on that success and know-how, we’ve now
officially launched our new product, Bebop in March
2025.
Bebop expands our product suite with a true AI
sales agent purpose-built for SMEs. Bebop’s
platform is an augmented large language model
that generates tailored sales strategies in seconds
– giving businesses a clear edge in identifying and
converting new customers.
Bebop is priced for rapid adoption, with a lower
price point than Pearl Diver and minimal onboarding
friction. This makes it an ideal entry product,
particularly for smaller teams and new segments
of the SME market.
Investing for growth
• Continue to invest at current rate
• Investment now expands future
growth
• Pearl Diver tier expansion driving
ARPU uplift
Cashflows
• $12.5m raised via oversubscribed private placement
• $6.7m cash on hand at 31 March 2025
• $4m undrawn loan facility available
• Funds deployed to accelerate product and GTM investment
• Progressing toward recurring cash profitability
• Bebop marketing and launch investment
underway
• Bebop ARR to begin contributing in FY26
• Gross margin expansion via new fixed-cost
contract
“With Bebop now live, we’re expanding our reach
and unlocking additional revenue streams.
We’ve validated our ability to launch and scale
multiple high-impact products quickly.”
— NICK LISSETTE, CEO
Cash on hand as at
31 March 2025.
Undrawn non-dilutive
banking facility.
$6.7m$4m
During beta (FY25 Q4), Bebop
delivered:
• The strongest product–market fit
we’ve seen to date.
• The fastest ARR growth in any beta
cohort.
• Faster user ramp-up vs. Pearl Diver.
With its official release, Bebop is expanding our
reach to new decision-makers and unlocking
additional revenue streams. It supports our broader
platform strategy – allowing us to engage more
of the SME market from multiple entry points and
deepen product stickiness across teams.
“We are well-capitalised and supported by our banking
partner, with resources in place to support continued
product expansion and market growth.”
– KAREN CARGILL, CFO
"Helping business owners with saving on monthly
billing expenses and generating customers"
"I believe Bebop is the future of developing
leads for business with the assistance of AI. Its
affordability and ease of use make it attractive."
"I have been using this tool for the past week.
I’m loving it. This is coming from someone who
looks through lists of leads with a magnifying
glass! The value and simplicity is amazing.
I believe in the product."
PAGE 13ANNUAL REPORTFY 2025BLACKPEARL GROUP
Blackpearl Group’s Board combines global leadership,
financial expertise, and deep US market experience.
Our Chair is the co-founder and current Chairman of Insight
Enterprises, a Fortune 500 global IT solutions company
listed on NASDAQ, employing over 10,000 people across 19
countries. Our Board members each bring over 25 years’
experience across financial policy, governance, investment
markets, and C-suite leadership, spanning New Zealand,
Australia, Asia, and the United States.
Our Board
NICK LISSETTE
DIRECTOR AND CHIEF EXECUTIVE OFFICER –
WELLINGTON, NZ
Nick is the founder of Blackpearl Group and the architect
behind the Pearl Engine. With a 20-year career in SaaS
and AI innovation, he previously built and exited a
successful anti-spam service before founding Blackpearl
in 2012. Nick is a member of the New Zealand Institute
of Directors and leads the company’s strategic vision,
product direction, and investor engagement.
JYLLENE MILLER
DIRECTOR – ARIZONA, USA
A strategic operator with 25+ years in revenue
operations, go-to-market strategy, and SaaS leadership,
Jyllene brings direct experience scaling US-based tech
companies. Her career includes senior roles across
enterprise technology and sales enablement, aligning
perfectly with Blackpearl’s market focus and expansion
strategy.
TIM CROWN
CHAIRMAN – ARIZONA, USA
Appointed in January 2020, Tim is the co-founder and
current Chairman of Insight Enterprises, a Fortune 500
global IT solutions provider listed on NASDAQ. With
over 10,000 employees across 19 countries and US$9.2
billion in net sales (2023), Tim brings extensive scale-up
experience and strategic vision to Blackpearl Group. He
also holds leadership roles in multiple US-based growth-
stage businesses and serves on both the Audit and Risk
Committee and the Remuneration Committee. Tim is a
non-independent director.
HUGO FISHER
DIRECTOR – AUCKLAND, NZ
Hugo joined the Board in July 2023. He brings deep
global experience in institutional investment, private
equity, and venture capital across New Zealand,
Australia, Asia, and the United States. With a background
in equity analysis and investor relations, Hugo offers
valuable expertise in growth-stage capital markets and
shareholder engagement.
MARK OSBORNE
DIRECTOR – NORTHLAND, NZ
Mark was appointed in November 2022. With over 25
years in asset management, governance, and financial
policy, he has led major infrastructure and community
projects across New Zealand. Mark chairs the Audit
and Risk Committee and sits on the Remuneration
Committee. He is recognised by the Board as an
independent director.
PAGE 15ANNUAL REPORTFY 2025BLACKPEARL GROUP
Blackpearl Group’s executive team blends data, technology,
marketing, and operations expertise – united by a common
goal: to build transformative products that fuel SME growth
and deliver shareholder value.
CHRISTIE KERNER
CHIEF OPERATING OFFICER
Based in the US, Christie leads global operations
and go-to-market execution as Blackpearl scales
across its core markets. With over 30 years of
experience growing and operationalising high-
performing teams, she brings deep expertise in
aligning strategy with execution.
TORI COLEBOURNE
CHIEF MARKETING OFFICER
Tori drives brand, go-to-market and investor
messaging. She has been instrumental in defining
the Group’s category narrative and demand-
generation strategy.
Our Leadership
Team
NICK LISSETTE
CHIEF EXECUTIVE OFFICER
Founder and architect of the Pearl Engine, Nick
leads the company’s strategic vision, product
roadmap, and investor engagement.
SAM DAISH
CHIEF TECHNOLOGY OFFICER
With a deep background in data science and AI
engineering, Sam leads platform architecture,
data infrastructure, and R&D innovation across
Blackpearl’s product suite.
KAREN CARGILL
INTERIM CHIEF FINANCIAL OFFICER &
CHIEF GOVERNANCE OFFICER
Karen leads financial strategy, capital
management, and compliance. She has played a
critical role in reshaping customer economics and
guiding the business toward sustainable scale.
PAGE 17ANNUAL REPORTFY 2025BLACKPEARL GROUP
FINANCIALS
Corporate
Governance
Statement
PAGE 19ANNUAL REPORTFY 2025BLACKPEARL GROUP
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 (January 2025) (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
2025. The Board considers that for the 12 months ended 31 March 2025 (FY25), 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 Policy which is available on https://www.blackpearl.com/investors.
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 are required to obtain consent before trading in any Blackpearl Group financial products.
• Blackpearl Group’s people are highly unlikely to receive consent in a ‘Black out Period’. A Black out Period is the period:
• from the 1st day of the month of BPG’s full year balance date, until two business days after the full year results are released to NZX;
• from the 1st day of the month of BPG’s half year balance date, until two business days after the half year results are released to NZX;
• from the 15th day of the month prior to BPG’s quarterly balance dates, until two (2) business days after the quarterly results are released
to NZX; and
• and any other period BPG specifies from time to time.
Details of matters entered into the Interests Register by individual Directors during FY25 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.
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/investors
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.
Blackpearl Group – FY25 Annual Report
Corporate Governance Statement
PAGE 21FY 2025BLACKPEARL GROUPANNUAL REPORT
Corporate GovernanceCorporate Governance
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;
• 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 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 2025, 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 2025, females represented 50% of Directors and officers of Blackpearl Group. Blackpearl Group has 51 employees of which 65%
are male and 35% are female.
The following table outlines the gender composition of Directors and officers as at 31 March 2025:
As at 31 March 2025As at 31 March 2024
DirectorsExecutive TeamDirectorsExecutive Team
Male4142
Female1413
Total5555
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.
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 2025, the Board comprised of the following five Directors:
Tim CrownNon-Independent Non-Executive Director and ChairAppointed 2 January 2020
Nick LissetteNon-Independent Executive Director and CEOAppointed 25 October 2012
Mark OsborneIndependent Non-Executive DirectorAppointed 24 November 2022
Hugo FisherIndependent Non-Executive DirectorAppointed 18 July 2023
Jyllene MillerIndependent Non-Executive DirectorAppointed 10 September 2024
The Board considers three of the five Blackpearl Group’s Directors to be independent for the purposes of the NZX Listing Rules, being Mark
Osborne, Hugo Fisher and Jyllene Miller. 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 and Nick Lissette are non-independent Directors.
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.
PAGE 23FY 2025BLACKPEARL GROUPANNUAL REPORT
Corporate GovernanceCorporate Governance
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 2025, 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 the Key
Personnel Restricted Share Unit Plan (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.
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
For the year ended 31 March 2025, eight formal Board meetings were held and 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 FY25. Jyllene Miller was only
appointed as a Director on 10 September 2024:
Board MeetingsAudit and Risk CommitteeRemuneration Committee
Total number of meetings held823
Tim Crown623
Nick Lissette823
Mark Osborne823
Hugo Fisher822
Jyllene Miller52-
Recommendation 3.6 - Takeover Protocols
In the case of a takeover offer (or similar), Blackpearl Group will form an independent Board Committee to oversee a response to the offer and
engage expert legal and financial advisors to provide advice and ensure compliance with applicable law.
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.
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/investors
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.
PAGE 25FY 2025BLACKPEARL GROUPANNUAL REPORT
Corporate GovernanceCorporate Governance
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/investors.
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 4 October 2024, Blackpearl Group announced a $10 million equity raise (with the ability to accept oversubscriptions) under a private
placement (Placement) and Share Purchase Plan (SPP). The Placement was oversubscribed following strong demand, and Blackpearl Group
raised approximately $10.5 million under the Placement and $2 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, a desire to diversify its share
register to promote increased support for Blackpearl Group and, by extension, increased liquidity. Blackpearl Group sought to maximise the
opportunity for existing institutional and high net worth shareholders to participate in the Placement by giving them reasonable notice of, and
the ability to participate in, the Placement. Retail investors, including existing Blackpearl Group shareholders, had an opportunity to participate
in the Placement through allocations to leading New Zealand broking firms. The SPP was scaled on a proportionate basis by reference to the
number of Blackpearl Group shares held by applicants on the record date.
Blackpearl Group’s allocation statement on the Placement can be found in the Company’s announcement dated 18 October 2024
at https://www.nzx.com/companies/BPG/announcements.
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. When practical, the Board will look to give all
existing 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 2025. 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.
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.
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 FY25, 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 FY25. The amount of fees paid to William Buck during FY25 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.
PAGE 27FY 2025BLACKPEARL GROUPANNUAL REPORT
Corporate GovernanceCorporate Governance
Additional
Statutory
Information
PAGE 29ANNUAL REPORTFY 2025BLACKPEARL GROUP
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.
During FY25, the Director fee pool was allocated 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;
• 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; and
• a one-off issue of restricted shares to Jyllene Miller prior to her appointment as a non-executive Director in part payment of Director fees
for the period from 10 September 2024 to 9 September 2026. Such restricted shares were issued from Blackpearl Group’s placement
capacity on 9 September 2024, before Jyllene Miller was appointed as a Director.
Since 1 December 2024, Directors have had an option to receive their Director fees as equity securities, in whole or in part. Tim Crown has
elected to receive ordinary shares in lieu of cash payment of Director fees for the period from 1 December 2024 to 30 November 2025. The
ordinary shares will be issued to Tim at the end of the period (on 1 December 2025) in accordance with NZX Listing Rule 4.7 (Issues to Directors
as Remuneration). Except as stated in this section, Directors receive their Director fees in cash.
Restricted Shares
The restricted shares issued to Tim Crown and Mark Osborne have an issue price of NZ$1.25 per restricted share, the restricted shares issued
to Hugo Fisher have an issue price of NZ$0.42 per restricted share and the restricted shares issued to Jyllene Miller have an issue price of
NZ$1.00 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 (or converted) 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.
Former Director, Cherryl Pressley, had 24,000 restricted shares redeemed by the Company for a total sum of NZ$1.00 on 18 September 2024,
after Cherryl Pressley ceased to be a Director.
Director Remuneration
The table below sets out the total of the remuneration and the value of other benefits received by each Director or former Director during the
financial year to 31 March 2025. The Board Charter provides that no sum is paid to any non-executive Director upon retirement or cessation
of office.
DirectorBoard Fees
1
Other BenefitsToatal FY25Date Appointed
Timothy CrownNZ$180,000
2
NZ$180,000Appointed 2 January 2020
Nick Lissette-NZ$772,588 NZ$772,588
3
Appointed 25 October 2012
Mark OsborneNZ$70,000
4
-NZ$70,000Appointed 24 November 2022
Hugo FisherNZ$70,000
5
-NZ$70,000Appointed 18 July 2023
Jyllene MillerNZ$40,833
6
-NZ$40,833Appointed 10 September 2024
Cherryl Pressley (Resigned
10 September 2024)
NZ$20,000
7
NZ$158
7
NZ$20,158 -
TotalNZ$380,833NZ$772,746NZ$1,153,579
1. The board does not pay committee fees
2. For the period from 1 April 2024 to 30 November 2024, Tim Crown was issued fully paid restricted shares in lieu of cash payment of Director fees as part of the
Director remuneration package as described above. For the period from 1 December 2024 to 31 March 2025, Timothy Crown will be issued ordinary shares at
the end of the period at which the remuneration is payable (being on or after 1 December 2025) in lieu of cash payment of Director fees in accordance with
NZX Listing Rule 4.7 (Issues to Directors as Remuneration). The value of the restricted shares and ordinary shares is NZ$180,000 for the FY25 period.
3. During the FY25 period, Nick Lissette received NZ$478,743 as the CEO of Blackpearl Group, NZ$170,000 in cash as part of a Short-Term Incentive and a value
of NZ$123,845 from the Key Personnel RSU Plan.
4. For the period from 1 April 2024 to 30 November 2024, Mark Osborne was issued fully paid restricted shares in lieu of cash payment of Director fees as part of
the Director remuneration package as described above. The value of the restricted shares is NZ$20,000 for the FY25 period, with the remaining remuneration
for Director fees payable to Mark Osborne in cash.
5. For the period from 1 April 2024 to 31 March 2025, Hugo Fisher was issued fully paid restricted shares in lieu of part of the cash payment of Director fees
as part of the Director remuneration package as described above. The value of the restricted shares is NZ$30,000 for the FY25 period, with the remaining
remuneration for Director fees payable to Hugo Fisher in cash.
6. For the period from 10 September 2024 to 31 March 2025, Jyllene Miller was issued fully paid restricted shares in lieu of part of the cash payment of Director
fees as part of the Director remuneration package as described above. The value of the restricted shares is NZ$17,500 for the FY25 period, with the remaining
remuneration for Director fees payable to Jyllene Miller in cash.
7. For the period from 1 April 2024 to 9 September 2024, Cherryl Pressley received a salary for her role as the CRO of Blackpearl Group.
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 2025, there is a pre-listing employee share rights scheme (Pre-Listing Share Rights Scheme) and a Key
Personnel Restricted Share Unit Plan, 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.
Key Personnel Restricted Share Unit Plan
On 17 June 2024, Blackpearl Group introduced the Key Personnel Restricted Share Unit (RSU) Plan (Key Personnel RSU Plan). Under the Key
Personnel RSU Plan, select employees of Blackpearl Group are granted RSUs as recognition for services performed during the individual’s term
of employment. Provided that any vesting conditions and timetable as specified in the employee’s letter of invitation are met and the exercise
price (if any) is paid, each RSU may convert into an ordinary Share in Blackpearl Group on a one-for-one basis. Ordinary shares issued on
conversion will rank equally with all other fully paid ordinary shares on issue.
The RSUs will lapse when an employee ceases employment with Blackpearl Group and at the expiry date as specified in the employee’s letter
of invitation.
CEO/Executive Director Remuneration Disclosure
Nick Lissette is the CEO as at 31 March 2025. 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*
Key Personnel RSU
Plan **
Total Remuneration
Nick LissetteNZ$478,743NZ$170,000NZ$123,845NZ$772,588
* Under Nick Lissette’s Short-Term Incentive during FY25, NZ$170,000 was earned and paid in cash. The Remuneration Committee amended the criteria for
the Short-Term incentive during FY25 due to changes in the Company’s key value drivers, and, as a result, it is not accurate to state the amount earned as a
percentage of the maximum award available in FY25.
** 500,000 RSUs were awarded to Nick Lissette on 1 July 2024 at a market price of NZ$0.67 per RSU as at the date of award. 250,000 RSUs lapsed during FY25.
125,000 RSUs vested in FY25 (of the 125,000 RSUs, 76,250 RSUs were converted into ordinary Shares and 48,750 RSUs were forfeited to net settle tax paid by the
Company on behalf of the employee in respect of the conversion). The balance of RSUs yet to be vested as at 31 March 2025 is 125,000 RSUs.
Remuneration
PAGE 31FY 2025BLACKPEARL GROUPANNUAL REPORT
Additional Statutory InformationAdditional Statutory Information
Disclosure Of Interest 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 2025. Particulars of entries
made during the year to 31 March 2025 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
Prospect Desk, LLCShareholder
Trovo Data Holdings, IncDirector/Shareholder
Ohana Farm, LLCShareholder
Nick LissetteBlack Pearl Group LimitedDirector/Shareholder/CEO
Black Pearl Mail, IncDirector
Newoldstamp LimitedDirector
(Bebop AI Limited)(Director)
The Better Wine Company New Zealand LimitedDirector/Shareholder
NJL LimitedDirector/Shareholder
Nicholas John Lissette and Karen Islay Cargill
as Trustees of the Per Aspera Ad Astra Trust
Trustee
Mark OsborneBlack Pearl Group LimitedDirector/Shareholder
Noir Perle LimitedDirector
Doubtless Beauty LimitedDirector/Shareholder
Doubtless Consulting LimitedDirector/Shareholder
Northland Inc LimitedDirector
Top End Tours LimitedDirector/Shareholder
FLGX BOI LimitedDirector/Shareholder
Te Ahu Charitable TrustDirector
Hugo FisherBlack Pearl Group LimitedDirector/Shareholder
Golden Horse MineralsShareholder
Greenmount Capital LimitedManaging Director
Jyllene Miller(Concentrix Corporation)(Shareholder)
(TD Synnex)(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.
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 2025 that in value was or exceeded NZ$100,000 per annum.
RemunerationFY25 No. of EmployeesFY24 No. Of Employees
NZ$100,001 - NZ$110,00012
NZ$120,001 - NZ$130,00021
NZ$130,001 - NZ$140,000-3
NZ$140,001 - NZ$150,00011
NZ$150,001 - NZ$160,00012
NZ$160,001 - NZ$170,00021
NZ$170,001 - NZ$180,00031
NZ$180,001 - NZ$190,00023
NZ$190,001 - NZ$200,000-1
NZ$200,001 - NZ$210,00021
NZ$210,001 - NZ$220,0001-
NZ$220,001 - NZ$230,000-2
NZ$230,001 - NZ$240,0001-
NZ$250,001 - NZ$260,0003-
NZ$260,001 - NZ$270,000-1
NZ$270,001 - NZ$280,000-1
NZ$300,001 - NZ$310,0001-
NZ$310,001 - NZ$320,0001-
NZ$320,001 - NZ$330,0001-
NZ$380,001 - NZ$390,0001-
NZ$400,001 - NZ$410,0001-
Disclosures
Directors
The following persons were Directors of Blackpearl Group as at 31 March 2025:
Director
Tim CrownNon-independent Non-Executive Director and Chair
Nick LissetteNon-independent Executive Director and CEO
Mark OsborneIndependent Non-Executive Director
Hugo FisherIndependent Non-Executive Director
Jyllene MillerIndependent Non-Executive Director
Cherryl Pressley resigned as a Director on 10 September 2024.
PAGE 33FY 2025BLACKPEARL GROUPANNUAL REPORT
Additional Statutory InformationAdditional Statutory Information
DirectorLegal Ownership or other Nature of the
Interest
Ordinary
Shares
Restricted
Shares
Warrants*RSUs
Nick LissetteHas a relevant interest in the Ordinary
Shares and RSUs 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.
2,573,205--125,000
Mark OsborneBeneficial owner of Ordinary Shares.55,955---
Hugo FisherRegistered holder of Ordinary Shares
and Restricted Shares.
71,42971,428--
Jyllene MillerRegistered holder and beneficial owner
of Restricted Shares.
-60,000--
* 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 2025. 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
Bebop AI LimitedNick Lissette
Spread of Security Holders
As at 31 March 2025:
Size of ShareholdingNumber of Holders% of ShareholdersTotal Shares Held% of Shares
1-1,0005211.85%30,9310.05%
1,001-5,00010423.69%302,1800.47%
5,001-10,0006414.58%512,6060.79%
10,001-50,00013430.52%3,157,4474.88%
50,001-100,000255.69%1,844,0512.85%
100,001 or more6013.67%58,803,66990.96%
Total439100.00%64,650,884100.00%
Director’s Share Dealings
In accordance with the Companies Act 1993 between 1 April 2024 and 31 March 2025. 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 issued on
conversion of Restricted Shares
144,000NZ$1.252 December 2024
Nick LissetteOrdinary Shares issued on
conversion of Restricted Share Units
76,250NZ$0.8519 February 2025
Mark OsborneOrdinary Shares issued on
conversion of Restricted Shares
24,000NZ$1.252 December 2024
Hugo FisherOrdinary Shares issued on
conversion of Restricted Shares
71,429NZ$0.4218 July 2024
Jyllene MillerRestricted Shares issued60,000NZ$1.009 September 2024
Director’s Shareholdings Interests
As at 31 March 2025 the Directors of the Company had the following relevant interests in the Company’s Ordinary Shares, Restricted Shares,
Warrants and RSUs under the Key Personnel RSU Plan.
DirectorLegal Ownership or other Nature of the
Interest
Ordinary
Shares
Restricted
Shares
Warrants*RSUs
Tim CrownRegistered 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
7,945,503-1,787,629-
PAGE 35FY 2025BLACKPEARL GROUPANNUAL REPORT
Additional Statutory InformationAdditional Statutory Information
Auditor’s Fees
For FY25, 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 2025, the amount payable by Blackpearl Group to William Buck as audit fees was NZ$95,000.
The amount of fees payable to William Buck for non-audit work during the year ended 31 March 2025 was NZ$0.
Donations
During the year ended 31 March 2025, Blackpearl Group made donations to the local community totaling $13,350.
NZX Waivers
There were no waivers granted by NZX or relied on by the Company in the 12 months preceding 31 March 2025.
Top 20 Shareholders
The names and holdings of the twenty largest registered shareholders in the Company as at 31 March 2025 were:
RankShareholderTotal Shares Held% of Shares
1Crown BP Holdings LLC7,104,19810.99%
2New Zealand Depository Nominee6,101,4909.44%
3VTPE Investments LLC4,130,0286.39%
4Discount Nominees Ltd3,000,0004.64%
5Accident Compensation Corporation2,995,7654.63%
6Custodial Services Ltd2,852,2124.41%
7Nicholas John Lissette & Karen Islay Cargill2,573,2053.98%
8Sir Owen George Glenn2,403,7203.72%
9HSBC Nominees (New Zealand) Limited1,947,5883.01%
10Allan Raymond Smith & Neil William Welch1,838,1452.84%
11Vance Justin Murdoch & Karen Lisa Murdoch1,509,6442.34%
12JBWere (NZ) Nominees Ltd1,427,9022.21%
13Foxlore Investments Ltd1,080,0001.67%
14Michael James Lowe & Maria Luisa Lowe1,033,0441.60%
15Citibank Nominees (NZ) Ltd1,015,2911.57%
16Neil Andrew Richardson958,9141.48%
17Holy Grail Holdings Ltd805,0001.25%
18Forsyth Barr Custodians773,8101.20%
19Bunger Family Investments LLC719,5861.11%
20Volodymyr Zastavnyy703,6341.09%
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 FY25 and the Company’s share register as at 31 March 2025. As at 31
March 2025, 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 2025 was 64,650,884.
Substantial Product HolderNumber of Shares% of Issued Shares
Crown BP Holdings LLC7,945,50312.29%
VTPE Investments LLC4,130,0286.39%
Other Information
PAGE 37FY 2025BLACKPEARL GROUPANNUAL REPORT
Additional Statutory InformationAdditional Statutory Information
Consolidated
Financial
Statements
PAGE 39ANNUAL REPORTFY 2025BLACKPEARL GROUP
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 2025, and
— its consolidated financial performance and its consolidated cash flows for the year then ended
in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
What was audited?
We have audited the consolidated financial statements of the Group, which comprise:
— the consolidated statement of financial position as at 31 March 2025,
— the consolidated statement of profit or loss, and the consolidated statement of 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 we have fulfilled our
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company or any of its
subsidiaries.
Independent
Auditors Report
PAGE 41FY 2025ANNUAL REPORTBLACKPEARL GROUP
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.
Intangible
assets and
Goodwill
Area of focus
(refer also to notes 14 & 16)
The Group has $1.8m of Intangible Assets and
$2.9m of Goodwill at 31 March 2025.
Because of the significance to the financial
statements of these balances and the
judgements and assumptions which need to be
applied in determining recoverable amounts 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 Group’s impairment
assessment by comparison with
historical data and trends
— Completed sensitivity analysis on key
assumptions including the discount rate
applied, revenue growth rates and
churn rates
— Reviewed the level of variable
expenditures that the Group has ability
to adjust over time
— Ensured appropriate disclosure has
been included in the financial
statements
Going Concern
Area of focus
(refer also to note 26)
The Group incurred a loss of $9.2million in the
current year, and negative cash flow from
operations of $6.3million. Management have
assessed there is no material uncertainty
related to Going Concern.
Because applying the Going Concern
assumption is pervasive to the financial
statements and significant judgment is required
by management to forecast future cash flows
that 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 Group’s going concern
assessment including reviewing
forecast cashflows and completing
sensitivity analysis
— Assessing the reasonableness of
assumptions used
— Ensured appropriate disclosure has
been included in the financial
statements
Employee
share-based
compensation
Area of focus
(refer also to note 23)
The Group introduced a new employee share
scheme during the year, and the Company
recorded a non-cash Personnel expense of
$1.1million in the current year.
Because of the significance to the financial
statements of these balances and the
complexity of the accounting requiremnts is why
we have given specific audit focus and attention
to this area.
How our audit addressed the key
audit matter
Our audit procedures included:
— Reviewed the detailed documentation
underlying the employee share scheme
— Analysed the Group’s technical
accounting analysis for compliance with
NZ IFRS 2 Share-based Payment
— Ensured appropriate disclosure has
been included in the financial
statements
Other information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 31 March 2025, but does not include the
consolidated financial statements and our auditor’s report thereon. Our opinion on the consolidated
financial statements does not cover the other information and we do not express any form of audit opinion
or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Directors’ responsibilities for the consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS, and for such internal control as the directors
determine is necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at
the External Reporting Board’s website: Audit Report 1-1 » XRB. This description forms part of our
auditor’s report. The engagement partner 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
28 May 2025
PAGE 43ANNUAL REPORTFY 2025BLACKPEARL GROUP
Consolidated Statement
of Profit or Loss
For the year ended 31 March 2025
Notes2025 2024
$000$000
Subscription revenue67,742 4,053
Cost of sales9(2,492)(1,162)
Gross profit5,250 2,891
Other revenue111 126
Personnel expenses8(5,365)(3,322)
Operating expenses9(6,383)(3,879)
Administrative expenses9(2,621)(2,378)
Finance costs10(154)(164)
Loss before net gains/(losses) on financial instruments and income tax(9,162)(6,726)
Net gains/(losses) on financial instruments7 -1,325
Loss before income tax(9,162)(5,401)
Net income tax credit11 --
Loss for the year attributable to owners(9,162)(5,401)
20252024
Earnings per share$$
Basic and diluted loss for the year attributable to owners22(0.16)(0.12)
Consolidated Statement
of Other Comprehensive Income
For the year ended 31 March 2025
Notes20252024
$000$000
Loss for the year(9,162)(5,401)
Other comprehensive loss that may be subsequently reclassified
through profit or loss
Exchange differences on translation of foreign operations(261)(74)
Total comprehensive loss for the year(9,423)(5,475)
Signed for and on behalf of the board:
Nicholas Lissette
Date: 28 May 2025
Timothy Crown
Date: 28 May 2025
The accompanying notes form part of these consolidated financial statements.
PAGE 45FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
Consolidated Statement
of Financial Position
As at 31 March 2025
Consolidated Statement
of Financial Position
As at 31 March 2025
At 31 MarchAt 31 March
Notes20252024
$000$000
Assets
Current assets
Cash and cash equivalents126,773 1,854
Receivables and prepayments131,050 542
Total current assets 7,823 2,396
Non-current assets
Property, plant and equipment181 32
Goodwill142,873 2,873
Intangible assets141,750 1,296
Right-of-use asset15536 131
Other financial assets52 -
Total non-current assets 5,392 4,332
Total assets 13,215 6,728
Liabilities
Current liabilities
Trade and other payables17 1,706 451
Employee entitlements18 372 243
Lease liabilities15 208 133
Contingent consideration - 24
Loans and borrowings19 51 83
Contract liabilities6 670 608
Total current liabilities 3,007 1,542
At 31 MarchAt 31 March
Notes20252024
$000$000
Non-current liabilities
Contingent consideration- 30
Lease liabilities15330 -
Loans and borrowings191,219 284
Total non-current liabilities 1,549 314
Total liabilities 4,556 1,856
Equity
Share capital21 50,456 37,493
Accumulated losses (43,376) (34,214)
Reserves 1,579 1,593
Equity attributable to the owners 8,659 4,872
Total liabilities and equity 13,215 6,728
Signed for and on behalf of the board:
Nicholas Lissette
Date: 28 May 2025
Timothy Crown
Date: 28 May 2025
The accompanying notes form part of these consolidated financial statements.
PAGE 47FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
NotesShare
capital
Accumulated
losses
ReservesTotal
Share
based
payment
reserve
Share
warrants
reserve
Foreign
currency
translation
reserve
$000$000$000$000$000$000
Balance at 31 March 202437,493(34,214)1,083478314,871
Loss for the year-(9,162)---(9,162)
Translation differences of
foreign operations
----(261)(261)
Transactions with owners in their capacity as owners
Issue of share capital2113,499-(973)--12,526
Issue of shares related to
contingent consideration
21124-(62)--62
Share based payments23--1,289--1,289
Transaction costs arising
on share issue
21(666)----(666)
Share warrants issue246--(6)--
Balance at 31 March 202550,456(43,376)1,337472(230)8,659
Balance at 31 March 202328,545(29,796)2,6885151042,056
Loss for the year-(5,401)---(5,401)
Translation differences of
foreign operations
----(73)(73)
Transactions with owners in their capacity as owners
Issue of share capital216,088-(754)--5,334
Shares issued on conversion
of loan
1,801----1,801
Share based payments23994-133--1,127
Issue of shares related to
contingent consideration
2372984(984)--72
Transaction costs arising on
share issue
21(44)----(44)
Share warrants issue2437--(37)--
Balance at 31 March 202437,493(34,214)1,083478314,871
Notes20252024
$000$000
Cash flows from operating activities
Cash receipts from customers7,482 4,088
Cash paid to resellers for their commissions(231)(565)
Cash paid to suppliers and employees(13,444)(9,101)
Receipt of government grants- 109
Net GST (paid)/received(106)19
Taxes (paid)/received- 31
Interest paid on lease liabilities(31)(6)
Net cash used in operating activities 30(6,330)(5,425)
Cash flows from investing activities
Purchase of property, plant and equipment(187)(30)
Acquisition and development of intangible assets(1,135)(341)
Interest received108 26
Net cash used in investing activities (1,214)(345)
Cash flows from financing activities
Repayment of loans and borrowings(156)(34)
Repayment of lease liabilities(151)(41)
Loan establishment fee(30)-
Proceeds from borrowings1,000 -
Direct costs incurred in issuing equity(666)(44)
Cash receipts from issue of share capital12,526 6,126
Net cash from financing activities 3012,523 6,007
Net increase in cash and cash equivalents4,979237
Opening cash and cash equivalents at beginning of the year1,854 1,759
Effect of exchange rate fluctuations on cash held(60)(142)
Cash and cash equivalents at year end126,773 1,854
Consolidated Statement
of Changes in Equity
For the year ended 31 March 2025
Consolidated Statement
of Cash Flows
For the year ended 31 March 2025
The accompanying notes form part of these consolidated financial statements.
PAGE 49FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
Notes to the consolidated
financial statements
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 is 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, Bebop AI Limited and Noir Perle Limited (together the ‘Group’) for the year ended
31 March 2025.
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 IFRS Accounting Standards (NZ IFRS), other New Zealand accounting standards and authoritative notices that are
applicable to entities that apply NZ IFRS. These consolidated financial statements also comply with IFRS Accounting Standards as issued
by the International Accounting Standards Board.
The consolidated financial statements are rounded to the nearest one thousand New Zealand dollars ($1,000) unless otherwise stated.
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 26.
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.
Presentation changes
The Group has reviewed the presentation of its financial statements for simplification, and reduced disclosures to enhance readability.
The changes includes reclassification of comparative information e.g. gains in the previous year in relation to the reduction of contingent
consideration and deferral of payments for the Group’s shareholder loan were previously included in other income as the gain on
derecognition of financial instruments. These are now disclosed separately in the Consolidated Statement of Profit or Loss - also refer to
Note 7.
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.
The 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 14.
Management has exercised the following critical judgements in applying accounting policies:
• Impairment of cash generating units - Note 16
• Classification of the share warrants as an equity instrument - see Note 24
• Preparation under the going concern assumptions - see Note 26
• Equity classification of the Group’s new share-based payment scheme - see Note 23
4. MATERIAL 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 adopted early by the Group. The Group expects NZ IFRS 18 Presentation and Disclosure in Financial Statements to have a
material effect on the presentation of the Group’s financial statements.
This standard introduces three key new requirements:
(1) A change in the structure of the statement of profit or loss, requiring presentation of items by operating, investing and financing
activities with specified subtotals;
(2) Management defined performance measured to be included in a note in the financial statements; and
(3) Enhanced aggregation and disaggregation for line items, which the Group expects will streamline the content
of its financial statements.
These will not result in measurement changes. The Group does not plan to early adopt NZ IFRS 18. Other new accounting standards and
interpretations published that are not mandatory 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 intragroup balances and transactions, and unrealised profits and losses arising from
intragroup 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.
PAGE 51FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
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.
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
The Group has two operating segments: Pearl Diver and Newoldstamp. 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. Revenue figures below do not include
intra-group or intra-segment amounts.
20252024*
Pearl DiverNewoldstampGroupPearl DiverNewoldstampGroup
$000$000$000$000$000$000
Subscription fees6,3131,4297,7422,7921,2614,053
Other revenue111-111126-126
Total revenue6,4241,4297,8532,9181,2614,179
Marketing(2,718)(147)(2,865)(1,226)(177)(1,403)
Personnel expenses
and contractor costs
(6,417)(704)(7,121)(3,516)(1,190)(4,706)
Other expenses(6,108)(921)(7,029)(4,533)(263)(4,796)
Total expenses(15,243)(1,772)(17,015)(9,275)(1,630)(10,905)
Net gains
on financial
instruments
---1,325-1,325
Net (loss) before tax(8,819)(343)(9,162)(5,033)(369)(5,401)
* As part of the Group’s review of the presentation of its financial statements, comparative figures have been reclassified (see Note 2). This includes separation
of comparative information e.g. gains in the previous year in relation to the reduction of contingent consideration and deferral of payments for the Group’s
shareholder loan were previously included in other income as the gain on derecognition of financial instruments.
Geographical information
The Group has extensive international coverage, with the United States being its primary market for subscribers.
The following is a breakdown of subscription revenue earned from customers for the top five locations of each segment, which collectively
represent 95.6% (2024: 93.07%) of the Group’s total subscription revenue.
20252024
Pearl DiverNewoldstampGroupPearl DiverNewoldstampGroup
$000$000$000$000$000$000
United States5,360 712 6,072 2,514 779 3,293
New Zealand613 12 625 78 11 89
Australia209 88 297 110 71 181
Canada55 165 220 31 81 112
United Kingdom51 139 190 25 72 97
Other25 313 338 34 247 281
Total6,313 1,429 7,742 2,792 1,261 4,053
6. SUBSCRIPTION REVENUE
Accounting policy
Subscription revenue is comprised of recurring monthly, quarterly and annual fees from subscribers to Pearl Diver, Bebop AI, Black Pearl
Mail (BPM) & Newoldstamp (NOS). Subscriptions are sold directly by the Group or through resellers. Revenue is recognised on a straight-
line basis across the subscription term. 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.
Subscriptions are mainly monthly subscriptions, with options for customers to pay for longer subscriptions in advance. Customers are
invoiced at the start of the subscription period, and revenue is recognised on a straight line basis across the subscription period.
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.
In the following table, revenue from contracts with customers is disaggregated between its direct sales and reseller sales.
20252024
$000%$000%
Total direct sales6,89089%3,46786%
Total reseller sales85211%58614%
Total subscription revenue7,742100%4,053100%
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 Pearl Diver, BPM and
NOS 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.
4. MATERIAL ACCOUNTING POLICIES (Cont.)
PAGE 53FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
7. NET GAINS/(LOSSES) ON FINANCIAL INSTRUMENTS
20252024
$000$000
Gain on reduction of contingent consideration - liability classified- 1,003
Gain on deferral of payments for the shareholder loan- 322
Total net gain/(losses) on financial instruments - 1,325
In 2024 the contingent consideration for the Newoldstamp acquisition was varied to reduce the value of the shares that were required to
be issued. There was no change to the assets or liabilities acquired in the business combination. This resulted in a reduction in the liability
classified contingent consideration of $1 million.
8. PERSONNEL EXPENSES
Accounting policies
Personnel expenses are recognised as an expense as employees provide services.
20252024
$000$000
Salaries and wages3,924 2,875
KiwiSaver employer contributions66 69
Sales commissions189 233
Employee share-based compensation expense - see Note 231,129 113
Increase in annual leave entitlements - see Note 1857 32
Total personnel expenses 5,365 3,322
9. EXPENDITURE
20252024
$000$000
Cost of sales
Reseller commissions231 332
Personnel expenses433 284
Hosting and server costs1,552 382
Merchant bank fees 276 164
Total cost of sales2,492 1,162
Operating expenses
Advertising and marketing2,865 1,403
Contractors1,323 1,099
Hosting and server development costs317 119
IT service costs557 298
Consulting costs1,321 960
Total operating expenses 6,383 3,879
Administrative expenses
Bank fees27 8
Director fees463 356
Accounting fees129 183
Fees paid to auditors: audit of financial statements95 88
Depreciation and amortisation891 767
Insurance134 132
Other expenses336 306
Travel expenses261 96
Legal fees292 283
Listing costs129 140
Net foreign exchange (gains)/losses(136) 19
Total administrative expenses 2,621 2,378
PAGE 55FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
10. 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 its 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 19.
20252024
$000$000
Interest accrued on loans and borrowings 96 143
Amortisation of below-market term loans and loan establishment fees 27 15
Interest on lease liabilities 31 6
Total finance costs 154 164
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.
20252024
$000$000
Net loss before income tax(9,162)(5,402)
At the New Zealand statutory income tax rate of 28% (2024: 28%)(2,565)(1,513)
Non-deductible expenditure--
Unrecognised tax losses2,5651,513
Income tax expense/(credit)--
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 (2024: $nil).
The Company has New Zealand tax losses of $27.46 million, available for use against future taxable profits, subject to the New Zealand Tax
Legislation requirements being met (2024: $19.24 million).
The subsidiary incorporated in the United States has federal tax losses of $2.48 million (2024: USD $2.33 million) and Arizona State tax
losses of $2.50 million (2024: USD $2.35 million), 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:
20252024
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
Deferred tax
asset balance
at 31 March
$000$000$000$000$000$000
Leases112-11
Borrowings(23)13(10)(27)4(23)
Intangible assets(805)213(592)(465)(340)(805)
Share based payments30371374463(160)303
Employee entitlements---29(29)-
Tax losses524(298)226-524524
Total------
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.
Currently, the Group’s $6.773 million balance is on demand deposit with banks (2024: $1.854 million).
13. RECEIVABLES AND PREPAYMENTS
Accounting policy
Short-term receivables are recorded at the amount due, less an allowance for credit losses. The simplified expected credit loss (ECL) model
is applied, assessing short-term receivables as they possess shared credit risk characteristics and 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
expectation of recovery include the debtor being in liquidation or the receivable being more than one year overdue (in default).
20252024
$000$000
Trade receivables 470 304
GST receivable 142 36
Prepayments 353 173
Other receivables 85 29
Total trade and other receivables 1,050 542
PAGE 57FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
14. 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 reliably measure 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.
Customer contracts
The customer contracts were acquired as part of a business combination during the year ended 31 March 2023. They were recognised at
their fair value on acquisition date, 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
Included in capitalised development costs is the Newoldstamp software which was acquired as part of a business combination during the
year ended 31 March 2023. It was originally recognised at fair value on acquisition date using the cost-to-rebuild approach, adjusted for
the expected remaining useful life. Costs capitalised were consistent with the Group’s accounting policy on internally generated intangible
assets. It is then subsequently amortised on a straight-line basis based on the remaining useful life of the asset.
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. 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 16. 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.
Website 5 years
Capitalised development costs 4 - 10 years
Customer contracts 2.5 years
Critical accounting estimates
Capitalised development costs
This includes capitalised development work in relation to the Black Pearl Mail software (the ‘BPM software’), The Bebop AI software (the
‘Bebop AI software’) and the Newoldstamp software (the ‘NOS software’). The useful life of the BPM software is 10 years, the Bebop AI
software at 4 years, and 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 and Pearl Diver 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, as well as the nature of the product offerings. The useful life of Bebop AI at 4 years is shorter than the industry average
due to the high rate of technological change in the generative AI area. The Group will continue to assess the useful lives of capitalised
development costs.
GoodwillCustomer
Contracts
WebsiteCapitalised
Dev Costs
Total
$000$000$000$000$000
Cost
Balance at 1 April 2024 2,873 1,134 146 2,086 6,239
Additions - - - 1,135 1,135
Balance at 31 March 2025 2,873 1,134 146 3,221 7,374
Amortisation and impairment losses
Balance at 1 April 2024 - 643 65 1,362 2,070
Amortisation for the year - 454 26 201 681
Balance at 31 March 2025 - 1,097 91 1,563 2,751
Carrying amount at 31 March 2025 2,873 37 55 1,658 4,623
Cost
Balance at 1 April 2023 2,873 1,134 146 1,745 5,898
Additions - - - 341 341
Balance at 31 March 2024 2,873 1,134 146 2,086 6,238
Amortisation and impairment losses
Balance at 1 April 2023 - 189 40 1,136 1,365
Amortisation for the year - 454 25 226 705
Balance at 31 March 2024 - 643 65 1,362 2,070
Carrying amount at 31 March 2024 2,873 491 81 724 4,168
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 16. No impairment is identified at year end (2024: $nil).
15. 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 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. The lease liability is measured at amortised cost under the effective
interest method.
PAGE 59FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
Right-of-use assets20252024
$000$000
Cost
Balance at 1 April 174 -
Additions 614 174
Lease termination(44)-
Balance at 31 March 744 174
Depreciation and impairment losses
Balance at 1 April(43)-
Depreciation and impairment losses(165)(43)
Balance at 31 March(208)(43)
Carrying amount at 31 March 536 131
The Group leases office spaces in Wellington and Auckland operations, as well as a carpark in Wellington. Each of these leases was
entered in the current reporting period. The Auckland lease is for a total term of 2 years beginning 15 January 2025, with a 2 year extension
option the Group does not expect to use. The Wellington office and carpark leases are for a total term of 3 years and 2 months beginning 1
November 2024, with a 3 year extension option the Group does not expect to use.
The Group’s previous Wellington office lease was terminated early on 31 December 2024.
Lease liabilities20252024
$000$000
Current 208 133
Non-current 330 -
Total lease liabilities538 133
Total cash outflow relating to lease liabilities of $182,000 (2024: $47,000), comprising $31,000 (2024: $6,000) of interest and $151,000 (2024:
$41,000) of repayments of lease liabilities. The undiscounted cash outflow due in the next 12 months is $258,000.
In November 2024 the Group entered into a 3 year rental contract for a Canon printer for its Wellington office. The Group has applied the
low-value lease exemption and expenses payments as incurred. During the year rental expenses for the printer totalled $583.
In October 2024 the Group entered into a 1 year rental contract for an Auckland office premises which was terminated early in January
2025 and replaced with a different premises in the same building. The new premises is recognised as a lease. As the term of the original
Auckland lease was only 1 year the Group applied the short-term lease exemption and expensed payments as incurred. During the year
rental expenses for the office totalled $21,000.
16. IMPAIRMENT OF CASH GENERATING UNITS
Goodwill and intangible assets that have indefinite useful lives are amortised 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 lowers levels for which there are separately identifiable cash
inflows which are largely independent of the cash inflows from other assets or groups 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.
(1) 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.
(2) Newoldstamp - the acquired business which also offers email customisation subscriptions to customers.
Allocation of goodwill
Goodwill is allocated between Pearl Diver and Newoldstamp for the purpose of impairment testing. 90% ($2.58 million) is allocated to Pearl
Diver and 10% ($0.28 million) to Newoldstamp reflecting the future growth expected from the organic traffic.
Key assumptions of impairment testing
The Group have tested impairment by measuring each CGU’s VIU. The calculations are based on cash flow projections covering a five-year
period and operating expenses reflecting the financial budgets approved by management and the Board. As of
31 March 2025:
Pearl Diver CGU had a carrying value of $5.8 million. The VIU model used an average revenue growth rate of 19.7%. To determine the
terminal value, a 2.1% long-term growth rate was applied. A post-tax discount rate of 18% 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 CGU had a carrying value of $0.7 million. The VIU model used an average revenue growth rate of 0%. To determine the
terminal value, a 2.1% growth rate was applied. A post tax discount rate of 18% was used to establish the recoverable amount under
the VIU model. The Group have determined that no impairment is required to the Newoldstamp CGU.
Management has determined the values of its key assumptions in its VIU calculations for the three CGUs 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.
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.
17. 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.
20252024
$000$000
Trade payables785 172
Accrued expenses868 279
Other payables53 -
Total trade and other payables 1,706 451
Trade payables are unsecured, non-interest bearing and are usually paid within 30 days of recognition.
15. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Cont.)
PAGE 61FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
18. 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.
20252024
$000$000
Accrued wages and salaries181 109
Annual leave entitlements191 134
Total employee entitlements 372 243
19. LOANS AND BORROWINGS
Accounting policy
Borrowings on normal commercial terms are initially recognised at the amount borrowed less 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 a 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.
20252024
$000$000
Current portion
Credit card balances(23)4
Below-market term loans from the government74 79
Total current portion 51 83
Non-current portion
Below-market term loans from the government239 284
Bank loans980 -
Total non-current portion 1,219 284
Total loans and borrowings 1,270 367
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
This loan 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
This loan 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.
The principal amount, unamortised debt discount and net carrying amount of the government loans are as follows:
At 31 March20252024
$000$000
Principal amount329396
Interest payable accrued2235
Unamortised fair value write-down(37)(68)
Total carrying value of below-market term loans from the government314363
The fair value of the below-market term loans from government was initially recognised using the discounted cashflow method, using a
level 3 fair value input of an estimated market discount rate of 8.44%.
New bank loan facility
During the period, the Group obtained a new loan facility with BNZ. The total facility limit is $5.00 million with a minimum drawdown
requirement of $1.00 million. The facility is a customised average rate loan facility and is subject to non-compounding variable interest rates
which reset every month. During the period, the interest rates were between 7.76% and 9.31%. The facility matures on 17 August 2026
and is secured over all present and acquired property of the Group. The loan is classified at amortised cost and the Group incurred a
$30,000 establishment fee which has been included in the carrying value of the loan and is amortised using the effective interest
rate method.
The facility is subject to conditions (covenants) that may result in the loan being repayable to BNZ on demand. In particular, the loan has a
financial covenant based on the Group’s annual recurring revenue (ARR) that is tested on the last day of each financial quarter during the
term of the loan. The test is based on the financial results of the Group during the quarter the covenant is tested. The Group has met all
covenant requirements as of 31 March 2025, and does not expect to breach its ARR covenant within the next financial year.
The loan also has a dividend stopper condition - see Note 21 for more details.
20. 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, and subsequently measured at amortised cost, fair value through other
comprehensive income, or fair value through profit or loss. The Group’s financial instruments as of 31 March 2025 are classified at amortised
cost (2024: also at amortised cost, with the exception of the contingent consideration liability at fair value through profit or loss).
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 (2024: no transfers).
CAPITAL MANAGEMENT
The capital structure of the Group primarily consists of equity raised by the issue of shares in Blackpearl Group. 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 26 which outlines details of the Group’s going concern assumption and the financial year
2026 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 exchangxe rates negatively impact the Group’s New Zealand dollar (NZD)
net cash flows.
PAGE 63FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
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 functional
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:
20252024
At 31 MarchBalance+10% -10%Balance+10%-10%
(US$000)(NZ$000)(NZ$000)(US$000)(NZ$000)(NZ$000)
Cash and cash
equivalents
105(17)2034(5)6
Trade and other
receivables
268(43)52177(30)30
Increase/(decrease) in
pre-tax loss
(60)72(35)36
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 2025, the Group held cash and cash equivalents of $6.77 million (2024: $1.85 million) 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 (2024: $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 2025Less than 12
months
Between 1
and 2 years
Between 2
and 5 years
Over 5 yearsTotal
contractual
cash flows
Carrying
amount
$000$000$000$000$000$000
Trade and other payables 1,706 - - - 1,706 1,706
Lease liabilities 258 236 126 - 620 538
Loans and borrowings 74 1,069 206 46 1,394 1,270
Contractual cash flows 2,038 1,304 332 46 3,720 3,514
At 31 March 2024Less than 12
months
Between 1
and 2 years
Between 2
and 5 years
Over 5 yearsTotal
contractual
cash flows
Carrying
amount
$000$000$000$000$000$000
Trade and other payables 451 - - - 451 451
Lease liabilities142 - - - 142 133
Loans and borrowings 79 74 206 114 473 367
Contractual cash flows 530 74 206 114 924 818
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 consist 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:
At 31 March20252024
$000$000
Cash and cash equivalents 6,773 1,854
Receivables 555 333
Total financial assets subject to credit risk 7,328 2,187
Most of the Group’s cash and cash equivalents comprises of $6.59 million cash held with the Bank of New Zealand (‘BNZ’) with a credit
rating of A+ from Fitch (2024: BNZ $1.79 million, A+) and BMO Bank (‘BMO’) of $86,000 with a credit rating of AA- from Fitch (2024: BMO
$43,000, AA-). The remaining $97,000 is an on-call balance with PayPal (2024: PayPal $13,000).
20. FINANCIAL INSTRUMENTS (Cont.)
PAGE 65FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
21. SHARE CAPITAL
20252024
$000$000
On issue at beginning of the year37,493 28,545
Issue of ordinary shares12,526 6,088
Equity transaction costs (666)(44)
Shareholder warrants exercised - see Note 246 37
Restricted shares converted to ordinary shares - see Note 23240 240
Exercise of employee share rights and share based payment
compensation - see Note 23
733 682
Issue of shares related to contingent consideration
- equity classified - see Note 2362 72
- liability classified62 72
Conversion of shareholder loan to ordinary shares- 1,801
Total share capital ($000) 50,456 37,493
Share capital consists of the following classes:
Ordinary share capital 50,456 37,493
Total share capital ($000) 50,456 37,493
20252024
Fully paid total shares at the beginning of the year 53,309,437 35,363,459
Issue of ordinary shares 10,020,418 12,770,297
Shareholder warrants exercised - see Note 24 30,000 180,000
Restricted shares converted to ordinary shares - see Note 23239,429 192,000
Exercise of employee share rights and share based payment
compensation - see Note 23
956,296 781,274
Issue of shares related to contingent consideration
- equity classified - see Note 23 49,764 57,860
- liability classified 45,540 124,759
Conversion of shareholder loan to ordinary shares - 3,839,788
Total share capital (#) 64,650,884 53,309,437
Total value per share $0.78 $0.70
Share capital consists of the following classes:
Ordinary share capital 64,650,884 53,309,437
Total share capital (#) 64,650,884 53,309,437
Capital raise
In October 2024, the Company raised $12.5 million in capital through an off-market placement totalling $10.5 million and a further $2 million
from a share purchase plan. The capital was raised at $1.25 per share.
Equity transactions costs
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 $666,000 of costs during the Company’s capital raise (2024: $44,000).
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.
Contingent consideration
During the year the Company issued the final contingent consideration payments for the Newoldstamp acqusition. This resulted in the issue
of 95,304 shares.
Dividend stopper
The Group entered a new loan facility with BNZ during the current financial year - see Note 19. A condition of the new loan is that the
Company cannot pay dividends or other distributions to shareholders without prior consent from BNZ during the term of the loan.
22. BASIC AND DILUTED EARNINGS PER SHARE
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.
20252024
Total loss attributable to owners ($000)(9,162)(5,402)
Weighted average number of ordinary shares for basic EPS 58,131,168 46,173,360
Dilution from share based compensation options - -
Weighted average number of ordinary shares adjusted for the effect of dilution 58,131,168 46,173,360
Basic and diluted loss per share($0.16)($0.12)
23. SHARE BASED PAYMENT RESERVE
Accounting policy
The Group operates equity-settled share based compensation, with a mix of ordinary shares and rights to shares 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. The fair value of shares and rights are based on the Company’s listed share price
at the time.
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.
The Company effectively has four types of share based compensation arrangements:
• One-off share based compensation without vesting conditions
Share issues that 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.
• Contractual share based compensation with vesting periods
PAGE 67FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
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. 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.
• Contractual share based compensation with non-market performance conditions
Contractual arrangements entered with key employees to provide share rights that vest when specified performance conditions are met.
These are ‘non-market’ performance conditions as defined under NZ IFRS 2 as they are conditions not linked to the actual share price of
the Company. Examples of these conditions include meeting certain ARR and cash profitability targets by a certain date specified in the
agreement with the employees. The participants must remain employed by the Company until the performance targets are met, otherwise
they are forfeited.
• 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.
The following table summarises movements in the reserve related to progress towards vesting of share rights:
20252024
$000$000
Opening balance1,0832,688
Share rights exercised during the year - transfer to share capital(973)(754)
Equity-based purchase price contingent consideration NOS(62)(984)
One off share based payments without vesting terms
(i)
-312
Progression of share rights from employee contractual share-based
compensation
(i)
1,03127
Progression from other contractual share based compensation NOS
(i)
18(227)
Restricted shares issued to non-executive directors recognised via director
fees
(ii)
33421
Movements due to net settlement offers(94)-
Closing balance 1,337 1,083
(i) These amounts, along with the additional expense recognised due to net settlement offers (discussed below) totalling $1.129 million was recognised via
profit or loss through personnel expenses.
(ii) These amounts were recognised through profit or loss as director fees under administrative expenses.
Additional information on shares and share rights granted during the year
One-off share-based payment compensation with no vesting conditions
None for the 2025 financial year. 2024: NewOldStamp Incorporated service agreement remuneration through share-based payments -
600,000 shares to be issued and expense of $312,000.
Contractual share-based compensation with vesting periods: old employee share right scheme
The Company has a legacy employee share scheme of which no new share rights were granted during the financial year (2024: no new
shares granted under the legacy scheme). All share rights under this scheme are now fully vested, a total of 767,734 have not yet been
exercised by the respective employees. There is no deferred expense remaining. (2024: 21,852 not vested, deferred expense of $9,000,
weighted average remaining vesting period of 1 year, 745,882 vested and exercisable at the end of the financial year). Share rights under the
old employee scheme have no exercise price and there are no contractual limits on when these rights can be exercised.
Contractual share-based compensation with vesting periods: new employee share scheme
The Company implemented a new employee share scheme during the financial year where certain share rights awarded vest after a
defined service period. During the year, 1.177 million share rights under this type were granted at a weighted average grant date price of
$0.68 per share right based on BPG’s market share price at the time. At the end of the financial year, 55,000 share rights were fully vested
and exercisable under this type. The number of share rights under this type which have been granted but not yet vested is 680,000 with
an associated deferred expense totalling $159,000 and weighted average remaining vesting period of 0.53 years. Share rights under the
new employee scheme have no exercise price and must be exercised three years after their respective vesting dates, otherwise they lapse
(2024: no new grants under this type).
Contractual share based compensation with non-market performance conditions: new employee share scheme
These are share rights granted under the Company’s new employee scheme, but vest based on non-market performance conditions. During
the financial year, 1.448 million share rights were granted and vest based on conditions linked to the Group’s cash profitability and ARR
targets to be met at specified dates, at a weighted average grant date price of $0.65 per share right based on BPG’s market share price at
the time. At the end of the financial year, 5,000 share rights were fully vested and exercisable under this type. There are no share rights under
this type which are still vesting (2024: no new grants under this type). Share rights under the new employee scheme have no exercise price
and must be exercised three years after their respective vesting dates, otherwise they lapse (2024: no new grants under this type).
Equity based contingent consideration
The purchase price for the Newoldstamp business acquisition included the issue of shares, contingent on criteria outlined in the sale and
purchase agreement. In 2024, the terms were varied resulting in a reduction in the number of shares that were issued. In 2025 the final
equity payment was made, resulting in the issue of 49,764 shares at a total value of $62,000.
Progression from other contractual share based compensation NOS
Key personnel from the company that previously owned the Newoldstamp business were contractors to the Group. These contractors
received share based compensation based on service conditions. No new shares were granted under this arrangement during the year
(2024: no new shares granted). These arrangements concluded in 2025 and resulted in the issue of 137,301 shares at a total value of
$171,000.
Restricted shares issued to non-executive directors
Share rights under this arrangement type were issued to certain directors as part of their remuneration package. These vest based on
a defined service period. A total of 204,000 share rights were granted with a weighted average grant date price of $1.26 per share right
based on BPG’s market share price at the time. Share rights of this type have no exercise price. These share rights are converted into
shares shortly after they vest, and none were outstanding as of 31 March 2025. The number of share rights under this type which have been
granted but not yet vested is 275,429, with an associated deferred expense totalling $172,000, and a weighted average remaining vesting
period of 0.63 years.
The following outlines the number of, and movements in, total share rights and the total shares issued during the year subject to the
vesting conditions:
Share rightsOrdinary shares
2025202420252024
Opening balance 767,734 1,415,357 763,607 1,883,156
Granted during the period3,139,765 - 23,459 600,000
Exercised during the period(1,058,423)(603,919)(187,066) (173,427)
Modification of the NOS contingent consideration--- (787,488)
Surrendered on acceptance of net settlement offer(188,664)- -
Forfeited during the period(877,250)(43,704)- (758,634)
Closing balance 1,783,163 767,734 600,000 763,607
Significant judgement - equity classification of the Group’s new share-based payment scheme
The Company’s Board may offer participants ‘net settlement’ whereby the Company will settle the participants’ tax obligations in cash and
deduct the equivalent value in restricted units. While cash settlement would result in a liability for the Company to record, the net settlement
feature will only be offered close to the vesting date and is at the Board’s discretion. As a result the Company considers the transactions
during the period to be equity-settled. In the event net settlement is offered, this will be treated as a modification to the relevant existing
share arrangement.
On the date a net settlement offer is made the share rights subject to the offer, i.e. the share rights the employee surrenders in exchange
for the Company settling the employee’s tax obligations, are measured at their fair value. Amounts in excess of the grant date fair value of
those share rights are recognised as an additional expense. During the year, the Company made an offer resulting in additional $80,000
expense. The Group settled all liabilities associated with net settlement offers as of 31 March 2025 (2024: none)
23. SHARE BASED PAYMENT RESERVE (Cont.)
PAGE 69FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
24. SHAREHOLDER WARRANTS RESERVE
The Company previously entered an agreement with Crown BP Holdings LLC (the ‘Shareholder’) to receive a $2.40 million loan at below-
market value terms and at the same time for the Company to issue warrants to the Shareholder.
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 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 $2.40 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.
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 initial value of the warrants is the difference between the face value and fair value
of the loan:
$000
Face value of the shareholder loan 2,400
less the fair value of the shareholder loan
(i)
(1,884)
Residual value allocated to share warrants 516
less warrants exercised in the previous year(38)
less warrants exercised in the current year(6)
Carrying value of warrants 472
(i) The Group settled the loan via issue of shares in the previous financial year.
25. 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:
Related partyTransaction or balanceNote20252024
$000$000
Crown BP Holdings LLCConversion of warrants to shares(i) 6 -
Interest on loan provided (i) - 130
Modification and loan conversion(i) - 2,123
Prospect Desk LLCData provision services provided(i) 540 236
Auto Drive Real Estate LLCUS working spaces(i) 18 -
Cloud Matchmaker IncorporatedConsulting services provided(ii) 16 108
NewOldStamp IncorporatedPartner Commission(iii) - 1,073
(i) Timothy Crown is a director and major shareholder of the Company. He is also a director and major shareholder of Crown BP Holdings LLC
and Auto Drive Real Estate LLC. He has a shareholding in Prospect Desk LLC through associated persons.
(ii) Cherryl Pressley is a shareholder and was a director (until September 2024) of the Company. She is also a director and shareholder
of Cloud Matchmaker Incorporated.
(iii) Volodymyr Zastavnyy was part of the Group’s key management personnel in 2024 and is a major shareholder of NewOldStamp Incorporated.
Compensation of key management personnel of the Group20252024
$000$000
Directors' fees, salaries and wages 1,687 2,009
Share-based payment transactions 779 50
Health insurance and other benefits 21 -
Total compensation provided to key management personnel 2,487 2,059
Amounts disclosed in the table above 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 directors (executive or otherwise). No amounts arising from transactions with related
parties have been written off or forgone during the year (2024: nil)
26. 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 2025, the Group had operating cash outflows of $6.33 million (2024: $5.43 million) and incurred a net loss of
$9.42 million (2024: $5.48 million). The Group’s current assets exceeded its current liabilities by $4.81 million (2024: $0.85 million). The cash
on hand was $6.77 million (2024: $1.85 million) and the Group also has an additional debt facility of $4.00 million to draw upon as required.
The Group’s forecast is underpinned by:
• Assumed net ARR growth by the Group over it’s portfolio of products including the Group’s new product Bebop
• No significant growth in headcount and normal salary increases
• The Group’s ability to actively manage its high amount of variable costs.
The Directors have reviewed sensitivity scenarios, including a scenario of no additional revenue, and remain confident that the Group can
manage forecast variations through appropriate cost control or by leveraging the available debt facility of $4.00 million.
The Directors consider after making due enquiry and having regard to the circumstances which they consider reasonably likely to affect the
Group for the foreseeable future, which is not less than 12 months from the date these financial statements are approved for issue, that the
going concern assumption is valid.
27. COMMITMENTS AND CONTINGENCIES
During the year, the Group entered a contract with a software and AI development company for a minimum monthly fee of $60,000 for
a period of 24 months from 1 November 2024. Work commissioned under this contract may result in capitalisable software development
costs (2024: no commitments). The Group has no contingencies as of 31 March 2025 (2024: no contingencies).
28. EVENTS AFTER BALANCE DATE
No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation.
29. CONSOLIDATED ENTITY
The consolidated financial statements of the Group include:
Name and principal activitiesCountry of IncorporationEquity Interest
20252024
Black Pearl Group Incorporated
The same as Black Pearl Group Limited (the parent) as described
in Note 1 - but for the Group’s US operations.
United States100%100%
Newoldstamp Limited
Selling subscriptions for in-market SaaS platform that enables
businesses to centrally manage their email signatures.
New Zealand100%100%
Bebop AI Limited
An advanced AI-powered conversational platform designed
to make customer discovery fast and affordable.
New Zealand100%-
Noir Perle Limited
No operational activity, but holds the restricted share units
approved for the Group’s employee share scheme.
New Zealand100%100%
PAGE 71FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
30. CASHFLOW RECONCILIATIONS
Reconciliation of loss for the year to net cashflow from operating activities
20252024
$000$000
Loss for the year attributable to owners (9,162)(5,402)
Add/(less) non-cash items included in net loss
Depreciation and amortisation expense891767
Share-based payment transactions1,289373
Foreign exchange losses(136)19
Fair value measurement of contingent consideration771
Gain on derecognition of financial instruments-(1,325)
Other non cash items(156)124
Total non cash items1,894 29
Add/(less) movements in working capital items
(Increase)/decrease in receivables(328)(63)
(Increase)/decrease in prepayments(180)(103)
Increase/(decrease) in payables1,255(60)
Increase/(decrease) in employee entitlements12948
Increase/(decrease) in contract liabilities62126
Net movement in working capital938(52)
Net cash outflow from operating activities(6,330)(5,425)
Reconciliation of movements of liabilities to cash flows arising from financing activities
Lease
liabilities
Loans and
borrowings
Contingent
consideration
$000$000$000
Opening balance at 1 April 202413336355
Cashflows from financing activities
Proceeds-1,000-
Repayments(151)(156)-
Loan establishment fee(30)-
Net cash from financing activities(151)814-
Other changes
Lease additions during the year602--
Lease terminations during the year(46)--
Interest accrued3197-
Interest paid disclosed as part of operating activities(31)--
Credit card repayments disclosed as part of operating
activities
-(27)-
Fair value adjustments-237
Contingent consideration issued as shares--(62)
Total other changes55693(55)
Carrying value at 31 March 20255381,270-
Opening balance at 1 April 2023-2,3861,059
Cashflows from financing activities
Repayments(41)(33)-
Total cashflows from financing activities(41)(33)-
Other changes
Lease additions during the year174--
Interest accrued6126-
Interest paid disclosed as part of operating activities(6)--
Fair value adjustments-671
Modification of deferred consideration--(1,003)
Issue of ordinary shares--(72)
Conversation of shareholder loan to equity-(2,122)-
Total other changes174(1,990)(1,004)
Closing balance at 31 March 202413336355
PAGE 73FY 2025BLACKPEARL GROUP
Consolidated Financial StatementsConsolidated Financial Statements
ANNUAL REPORT
Company Directory
Incorporation Number
4064918
Registered Office
Level 5, 50 Customhouse Quay
Wellington 6011
New Zealand
Independent Auditor
William Buck Audit (NZ) Limited
Level 4, 21 Queen Street
Auckland 1010
New Zealand
Directors
Nicholas Lissette
Timothy Crown
Mark Osborne
Hugo Fisher
Jyllene Miller (appointed 10 September 2024)
Share Registrar
MUFG Corporate Markets
Level 30, PwC Tower, 15 Customs St West
Auckland 1010
New Zealand
Accountants
Deloitte Wellington
Level 12, 20 Customhouse Quay
Wellington 6140
New Zealand
PAGE 75FY 2025BLACKPEARL GROUP
Consolidated Financial Statements
ANNUAL REPORT
Blackpearl Group 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), Blackpearl
Group consistently delivers
exceptional value to its
customers. Our mantra is
simple: ‘Creating Motivating
Opportunities.’
Blackpearl creates the
opportunities that motivate
action. We create high-impact
products that pivot at speed to
serve what businesses really
need, kick-starting action –
turning data into dollars.
Founded in 2012, Blackpearl
Group is based in Wellington,
New Zealand, and Phoenix,
Arizona.
blackpearl.com
Thank YouAd Astra
ANNUAL REPORTBLACKPEARL GROUPFY 2025
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Results for announcement to the market
Name of issuer Black Pearl Group Limited
Reporting Period 12 months to 31 March 2025
Previous Reporting Period 6 months to 30 September 2024
Currency New Zealand Dollar
Amount (000s) Percentage change
Revenue from continuing
operations
$7,742 91%
Total Revenue $7,853 43%
Net profit/(loss) from
continuing operations
$(9,162) 70% (loss increase)
Total net profit/(loss) $(9,423) 72% (loss increase)
Interim/Final Dividend
Amount per Quoted Equity
Security
It is not proposed to pay a dividend
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 (in
dollars and cents per
security)
$0.054139 $0.010731
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Refer to Blackpearl Group FY25 Annual Report and Investor
Presentation
Authority for this announcement
Name of person authorised
to make this announcement
Karen Cargill
Contact person for this
announcement
Karen Cargill
Contact phone number +64 211355183
Contact email address Karen.cargill@blackpearl.com
Date of release through MAP 29/05/2025
Audited financial statements accompany this announcement.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.