TradeWindow Holdings Limited/Announcement

TWL - FY26 Half-Year Results Announcement

Half Year Results27 November 2025TWLIndustrials

MARKET RELEASE
28 November 2025
UNAUDITED RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2025
TradeWindow driving growth with Freight AI and ASX listing

Trade Window Holdings Limited (NZX: TWL) (“TradeWindow” or the “Company”), a global
trade software company, today reports strong revenue growth as its digital trade solutions
continue to resonate with Australasian freight forwarders and shippers.
Trading revenue for the half year to 30 September 2025 (1H FY26) increased 25% to $4.6
million. The result, which was underpinned by strong recurring revenue growth and higher
monthly average revenue from its customers, is in line with the Company’s FY26 trading
revenue guidance.
TradeWindow has achieved this growth while continuing to invest in innovation, by
advancing the development of its next-generation Freight AI operating system. The
Company had provided guidance for annual EBITDA breakeven in FY26, however has
opted to accelerate the development of Freight AI to meet growing customer demand and
changes in the competitive landscape. This prioritisation on growth has TradeWindow
targeting annual EBITDA breakeven for FY27.
With the successful completion of a A$5 million (~NZ$5.8 million) conditional placement
of new fully paid ordinary shares to Australian and New Zealand investors post balance
date, the Company is on track to achieve a Foreign Exempt Listing on the ASX by 19
December 2025 — a move that will create opportunities to broaden the Company’s
investor base, strengthen its profile in international markets, and provide a platform to
accelerate its expansion strategy.
1H FY26 HIGHLIGHTS
1
(UNAUDITED)
• Trading Revenue - rises 25% to $4.6 million from $3.7 million.
• Annualised Recurring Revenue (ARR) - increases 21% to $8.8 million from $7.2
million.
• Average Revenue Per Customer (ARPC) - up 20% on FY25 for both key segments:
shippers to $2,484 per month and freight forwarders to $1,097 per month.
• Gross margin - 58%, temporarily lower than FY25 as TradeWindow progresses the
migration of TW Freight customers to a TradeWindow-managed cloud environment.
• EBITDA loss - $0.65 million narrows from loss of $1.3 million.
• Net loss after tax - $1.3 million narrows from a loss of $2.4 million.

1
All figures are in New Zealand dollars, and all comparisons are to the half year ended 30 September 2024
unless otherwise stated.

• Cash and cash equivalents at 30 September - $1.1 million but set to be increased with
the settlement of the $5.8 million conditional placement on 15 December 2025.
Chair Alasdair MacLeod said: “TradeWindow has delivered a strong first-half
performance, extending the growth achieved in FY25 while investing for the next phase of
the Company’s evolution. Revenue growth of 25%, combined with rising ARPC and
improved retention, underscores the value our customers are placing on TradeWindow’s
digital trade solutions.
“At the same time, we have taken important strategic steps to position the Company for
long-term leadership in AI-enabled freight technology and to broaden our access to capital
through an ASX dual listing. The Board is encouraged by the support shown by existing
and new investors in the recent placement and is confident that TradeWindow is well
placed to capitalise on the substantial opportunities ahead.”
CEO and Executive Director AJ Smith said: “The first half of FY26 has been a period of
strong execution for TradeWindow. We have continued to deepen relationships with our
customers, expand our recurring revenue base, and advance our vision of an AI-first
freight forwarding solution.
“Our focus on mid-market freight forwarders is resonating, validating our view that there
is a clear and unmet need in the market for a high degree of automation and decision
support within modern freight forwarding. With Freight AI, we are building an AI-first
platform purpose-built for this segment — one that reduces manual overhead and ensures
compliance across borders.
“Meanwhile our recently completed capital raise, subject to shareholder approval, will
bring Australian institutional investors to our register, and given the extent of demand for
our equity, represents a significant validation of our strategy. It stands to help fund the
acceleration of the Freight AI platform, strengthen our balance sheet and support our ASX
Foreign Exempt Listing. We are excited about the momentum in the business and the
opportunities we see for TradeWindow in FY26 and beyond.”
FINANCIAL RESULTS
Trading revenue for the half year to 30 September 2025 increased 25% over the prior
corresponding period to $4.6 million. Growth was driven by both new customer
acquisition and deeper engagement with existing customers, with higher ARPC reflecting
increased adoption of modules such as Origin, Cube and our Freight e-commerce solution.
ARR rose 21% to $8.8 million, continuing to run ahead of trading revenue as the Company
onboards new customers and expands usage within its base. As at 30 September 2025,
TradeWindow served 534 customers, with ARPC up 20% on FY25 for both shippers and
freight forwarders to $2,484 per month and $1,097 per month respectively.

Customer retention improved to 92%, up five percentage points on FY25, as TradeWindow
sharpened its focus on customers with multi-module usage and recurring revenue
streams. The small reduction in total customer numbers reflects the Company’s strategy
to refine its customer mix towards higher-value accounts.
Gross margin for the half year was 58%, compared with 61% for FY25. The temporary
reduction reflects additional costs associated with the migration of TW Freight customers
to a TradeWindow-managed cloud environment. This project enhances stability, security
and customer experience and is expected to support margin expansion once complete.
EBITDA narrowed to $0.65 million from a loss of $1.3 million, down 49% year-on-year,
while the net loss after tax narrowed to $1.3 million from a loss of $2.4 million, down 30%
year-on-year.
(Additional information on EBITDA, net loss after tax, cash flows and the balance sheet is
provided in the interim financial statements and investor presentation released to the NZX
today).
TECHNOLOGY AND FREIGHT AI ROADMAP
TradeWindow continues to execute on its product development roadmap, focused on
building a next-generation AI freight operating system that integrates with modern
platforms and legacy systems used by carriers, terminal operators and government
agencies.
Development of Freight AI remains on track, with the first e-commerce module scheduled
for release before the end of FY26 and core operating modules progressing strongly.
Freight AI is designed to provide a high degree of automation and decision support within
modern freight forwarding — reducing manual processing, improving compliance and
enabling customers to navigate increasingly complex trade environments.
CAPITAL MANAGEMENT AND ASX LISTING
TradeWindow is pursuing a Foreign Exempt Listing on the ASX to increase its profile
among a larger pool of investors familiar with freight and logistics software and the
international opportunities the Company enjoys.
The Company ended the half year with cash and cash equivalents of $1.1 million,
compared to $0.5 million at the end of March 2025. However, following the end of the half
year, TradeWindow launched a capital raising to secure approximately A$5 million. The
placement has now closed, with the Company conditionally placing A$5 million (~NZ$5.8
million) in fully paid ordinary shares to existing wholesale investors and new Australian
and New Zealand institutional investors, at A$0.22 / NZ$0.25 per share
2
.

2
AUD/NZD exchange rate $1/$1.15

The capital will be used to accelerate the development of TradeWindow’s Freight AI
operating system, to strengthen the Company’s balance sheet including repayment of
debt, to support the growth of the Company in Australia and New Zealand and further
afield and to facilitate the Company’s Foreign Exempt Listing on the ASX.
The issue and allotment of shares under the placement are subject to shareholder
approval at a Special Shareholders’ Meeting to be held on 10 December 2025, ASX
approval of TradeWindow’s Foreign Exempt Listing application, and the Company’s listing
on that exchange. These conditions are expected to be met in mid-December 2025.
OUTLOOK
TradeWindow remains confident in its growth trajectory. The Company expects structural
drivers — including the increasing complexity of trade regulations, continued growth in e-
commerce and supply-chain disruptions that highlight the need for digital visibility — to
support sustained demand for its solutions.
Consistent with prior years we expect a stronger second half of the financial year than the
first. Agricultural exporters are entering their peak season, and year-end retail events such
as Black Friday and Christmas are expected to drive higher trade activity on the platform
in the second half. These factors underpin TradeWindow’s reaffirmed FY26 trading
revenue guidance.
By prioritising growth and scalability over short-term profitability, TradeWindow is laying
the foundations for long-term leadership in AI-enabled trade technology and intends to
deliver sustained value creation for shareholders over time.
INVESTOR WEBINAR
TradeWindow will host a webinar at 11.00am (NZDT) today to present its 1H FY26
results. Investors and the media can participate in the webinar via the following link:
https://ccmediaframe.com/?id=4h3Iaqft
Investors and media can also register to participate in the webinar via telephone through
the following link: https://s1.c-conf.com/diamondpass/10051421-0cngyf.html
Released for and on behalf of TradeWindow by:
AJ Smith
Executive Director and Chief Executive Officer
ENDS

About TradeWindow:
Founded in December 2018, TradeWindow is an NZX-listed software company that provides digital solutions for exporters,
importers, freight forwarders, and customs brokers to drive productivity, increase connectivity, and enhance visibility.
TradeWindow’s software solutions integrate to form a cohesive digital trade platform that enables customers to more
efficiently run their back-end operations, share information and securely collaborate with a global supply chain made up of
customers, ports, terminals, shipping lines, banks, insurance companies, and government authorities.
www.tradewindow.io
Further information:
Investors
Andrew Balgarnie
TradeWindow
+64 27 559 4133
andrew@tradewindow.io

Simon Hinsley
NWR Communications
+61 401 809 653
simon@nwrcommunications.com.au
NZ Media
Richard Inder
The Project
+64 21 645 643
richard@theproject.co.nz

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1H 26 Financial Results
Investor Presentation
28 November 2025
TradeWindow’s ordinary shares trade on the NZX under the ticker TWL

2
This presentation has been prepared by Trade Window Holdings Limited (TradeWindow). All information is current at the date of
this presentation, unless stated otherwise. All currency amounts are in NZ dollars unless stated otherwise
.
Disclaimer
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 TradeWindow for the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial
product, or investment advice;
•should be read in conjunction with, and is subject to TradeWindow’s Financial Statements and Annual Reports, market releases and information
published on TradeWindow’s website (tradewindow.io);
•includes forward-looking statements about TradeWindow and the environment in which TradeWindow operates, which are subject to uncertainties
and contingencies outside TradeWindow’s control – TradeWindow’s actual results or performance may differ materially from these statements;
•includes statements relating to past performance information for illustrative purposes only and should not be relied upon as (and is not) an indication
of future performance;
•may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to the accuracy or
completeness of such information; and
•non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial
information presented by other entities. The non-GAAP financial information included in this document has not been subject to review by auditors.
Non-GAAP measures are used by management to monitor the business and are useful to provide investors to access business performance.
1H 26 Investor Presentation

3
Agenda
Financial results overview
Key Performance Indicators
Revenue growth
Financial overview
Outlook and summary
4
6
8
11
18
AJ Smith
CEO & Director
Deidre Campbell
Chief Financial Officer
1H 26 Investor Presentation

4
•Delivered unbroken quarter-on-quarter growth since listing on the NZX in
November 2021.
•Trading revenue: $4.6 million, a 25% increase on the $3.7 million in the
prior year.
•EBITDA
1
loss: $0.7 million, down 49% from the prior year’s $1.3 million.
•Net loss after tax: $1.3 million, down from a $2.4 million loss in the prior
year.
•Cash and cash equivalents:Ended the half year at $1.1 million.
•Placement for$5.8 million closed on24 November2025 with
settlementon 15 December 2025.
•Monthly average cash consumption reduced from $0.2 million in FY25 to
$0.1 million in 1H 26.
1H 26: Unlocking the next chapter of growth
1H 26 Investor Presentation
Revenue
Earnings
Funding
1. EBITDA is a non-GAAP measure of financial performance. It is defined and reconciled to the GAAP measure of net profit after tax on
slide 12 of this presentation.
$3,672
$37
$3,708
$4,595
$4
$4,599
$-
$1,000
$2,000
$3,000
$4,000
$5,000
Trading revenue Other incomeTotal income
NZ$(000)
1H25
1H26
-$1,281
-$2,396
-$654
-$1,338
-$3,000
-$2,500
-$2,000
-$1,500
-$1,000
-$500
$-
EBITDANet loss after tax
NZ$(000)
$392
-$152
$1,084
-$137
-$1,500
$500
$2,500
Cash and equivalentsAv. month cashflow
NZ$(000)

51H 26 Investor Presentation
Clearly defined and executable growth strategy
Growth from product and international expansion
Increase spend from existing
customers
•Broaden usage of TradeWindow software through cross-sell and up-sell
initiatives
•Expand features and functionality to increase solution stickiness and value
Expand product offering
•Incremental investment in Freight.AI, a modular, AI-first freight and logistics
operating system
•Modular architecture and scalable infrastructure enable fast onboarding of new
customers
Increase market penetration
•Accelerate growth in Australasia through expanded sales and marketing
•Establish partnerships with industry bodies to strengthen brand and drive
referrals
International expansion
•Build scalable presence beyond Australasia, targeting USA and UK
•Capital efficient low-risk geographical expansion through value accretive
acquisitions targeting established solutions for shippers and freight forwarders
Realising efficiencies in
current business structure
•Pursue targeted acquisitions to expand customer base, enhance capability, and
accelerate entry into new markets
•Leverage acquisitions to create cross-sell and up-sell opportunities for existing
customers

1H 26 Investor Presentation6
1H 26 Key Performance Indicators show consistent growth
Annual
Recurring
Revenue
$8.8m
ARPC (Freight
Forwarders)

Up 20% on FY25
$1,097
Gross Margin
Customer
retention rate
92%
% of expenses
R&D and
Commercialisation
Note, all comparisons are against year ended 31 March 2025 (FY25) unlessotherwise indicated.
Annual recurring revenue is calculated using subscription revenue for Sep25 and the monthly average of transaction revenue for 2Q26 annualised.
Percentage of expenses R&D and Commercialisation includes development capitalised to the balance sheet
Down 3 ppt on FY25
Up 5 ppt on FY25
Down 1 ppt on FY25
Trading revenue
Up 25% 1H25
$4.6m
ARPC (Shippers)

$2,484
Up 20% on FY25
534
Customers
Up 21% 1H25
58%
34%
Down 20 on FY25

1H 26 Investor Presentation7
Note, logos don’t necessarily correspond to top customers.
Shippers
(Importers/Exporters)
Freight Forwarders
Trusted by over 500 global trade operators across various industries
A selection of customers which include some of Australasia’s most prolific shippers and freight forwarders

1H 26 Investor Presentation8
Trusted by over 500 global trade operators across various industries
Consistent revenue growth driven by material contributions from Australia and the freight forwarder segment
Revenue by Customer SegmentRevenue by Country
$0.0
$2.0
$4.0
$6.0
$8.0
$10.0
$12.0
FY20AFY21AFY22AFY23AFY24AFY25AFY26P
NZ$M
Contracted - ShipperContracted - FreightPay as you Go
$0.0
$2.0
$4.0
$6.0
$8.0
$10.0
$12.0
FY20AFY21AFY22AFY23AFY24AFY25AFY26P
NZ$M
Asia, Pacific Is. & rest of worldNew ZealandAustralia

1H 26 Investor Presentation9
Transactional revenue
•TradeWindow generates transactional revenue each time a customer either
creates or shares a set of trade documents
Subscription revenue
•Customers pay monthly, quarterly, or annual subscription fees to access
solutions
•The amount of fee varies depending on the number of solutions subscribed
for and the number of users
Installation revenue
•TradeWindow earns one-off set up fees that vary depending on the level of
service and complexity of installation
Service revenue
•TradeWindow charges for ad-hoc customisation and enhancement requests
Re-occurring revenue
•Highly predictable subscription and transactional revenues from customers
which are the backbone of the economy
53%
Revenue
Composition
1
3%
42%
1. Based on actual unaudited trading revenue 6 months to 30 September 2025
Revenue diversity with low concentration risk and customer churn
Trading revenues highly predictable with 94% re-occurring
2%
95%
Transactional
revenue
Subscription
revenue
Re-occurring
revenue
Service
revenue
Installation
revenue

10
8%
Notes:
1)Charts for the six months ended 30 September 2025
1H 26 Investor Presentation
Customer
retention
1
5
Revenue diversity with low concentration risk and customer churn
High quality, diverse and predictable recurring revenues
Top CustomerCustomers 2-5
Customers 6-10Other
Customer
concentration
1
92%
Retained customers
Ceased customers
4.4%
12.4%
7.0%
76.2%

Financial overview

12
Financial performance
•Trading revenue up 25% to $4.6m,
withsalesgrowth across all core
products
•Employee costs flat as cost-efficient
operating structure maintained
•Other expenses up 27%, as variable
costs increase with revenue and one-
off costs relating to ASX listing and
transition of cloud hosting
environment
•EBITDA loss reduced 49% with revenue
growth
1
EBITDA – Earnings before interest, tax, depreciation & amortisation
Trading revenue up 25% driven by organic growth
1H 26 Investor Presentation
1H261H252H25
6 months6 months
Change %6 monthsChange %
Trading revenue4,5953,67225%4,3595%
Other income437-90%35%
Total Income4,5993,70824%4,3625%
Employee benefits expense(3,444)(3,562)-3%(3,346)3%
Other expenses(1,809)(1,427)27%(1,262)43%
Total expenses(5,253)(4,989)5%(4,608)14%
EBI TDA
1
(654)(1,281)-49%
(246)166%
Depreciation & amortisation(632)(1,048)
-40%(805)-22%
Net finance expenses(53)
(68)-23%(61)-13%
Income tax- - 0%(10)-100%
Net loss after tax(1,338)(2,396)-30%(1,121)19%
I nome Statement $000

13
Revenue by type and country
•Organic trading revenue growth of 25% driven
by combination of existing customers taking up
complementary solutions, a focus on higher-
quality customer relationships, and effectively
passed on inflation-driven operating costs
•Recurring revenue: stable revenue with
transactional and subscription revenueforming
95% of trading revenue
•Continued focusin New Zealand and good
progress in Australia. Expect Freight suite &
Origin to underpin Australian revenue growth in
the upcoming year
Organic growth underpinning revenue increase
1H 26 Investor Presentation
1H261H252H25
6 months
6 monthsChange %6 monthsChange %
Transactional2,4141,92026%2,3692%
Subscription1,9461,56125%1,71913%
Services14711430%11825%
Installation
897715%153
-42%
Total trading revenue4,595
3,67225%4,3595%
Other income437-90%
35%
Total income4,5993,70824%4,362
5%
1H261H252H25
6 months6 monthsChange6 monthsChange %
New Zealand2,6342,23718%2,38710%
Australia
1,7891,27241%1,802-1%
Asia, Pacific Is. & rest of world
1721645%1701%
Total trading revenue
4,5953,67225%4,3595%
Revenue by type $000
Trading revenue by country $000

14
Average revenue per customer (per month)
•Total customers decrease to 534 from 554 in
FY 25 reflecting focus on engaging larger
customers who value a broader range of
product modules replacing low value
accounts.
•Increased monthly ARPC for Freight – up
20% continues to reflect customers taking up
more services and our focus on higher-quality
customer relationships
•Increased monthly ARPCfor Shippers
(exporters & Importers) – up 20% reflecting
focus on engaging larger customers who
value a broader range of products
•Cost inflation passed on
1H 26 Investor Presentation
ARPC up for both customer segmentscontinues to increase
1
Subscriber customers are those that are licensing TradeWindow’s software and generate monthly subscription revenue.
These customers may also generate transaction, services & installation revenues. It excludes Pay As You Go customer
revenue.
Freight1H26FY25%Change
Subscriber
1
customer nos. period end
271296-8%
Ave Subscriber customer nos.283290-2%
Ave monthly revenue per customer1,09791420%
Shipper1H26FY25%Change
Subscriber
1
customer nos. period end
139141-1%
Ave Subscriber customer nos.140143-2%
Ave monthly revenue per customer2,4842,06620%
Customer Numbers1H26FY25
Freight271296
Shipper139141
Pay As You Go124117
Total customer numbers534554

15
Operating expenses / staff numbers
•Employee costs flat as cost-efficient
operating structure maintained
•R&D costs capitalised to balance sheet
$0.2M as development of next generation
Freight AI platform commences.
•Team in Philippines continues to
grow,provides a channel of talent
including software development and
customer support
•Other expenses up 27%, as variable costs
increase with revenue and one-off costs
relating to ASX listing and transition of
cloud hosting environment
Cost-efficient operating structure maintained
1H 26 Investor Presentation
1H261H252H25
6 months6 monthsChange %6 monthsChange %
Cost of goods sold1,2011,01418%1,1832%
Research & Development1,01490512%79428%
Sales & Marketing612768-20%6012%
General and Administration 844875-4%76910%
Internal product development capitalised (228)0
Total personnel and employee expense3,4443,562-3%3,3453%
1H261H252H25
6 months6 monthsChange %6 monthsChange %
Cost of goods sold76441684%52645%
Research & Development1411354%8173%
Sales & Marketing736415%5729%
General and Administration 8318122%59739%
Total other expenses1,8091,42727%1,26243%
Staff nos. (FTE)1H251H24Change %2H24Change %
Cost of goods sold191810%194%
Research & Development261842%2124%
Sales & Marketing12113%115%
General and Administration 79-21%71%
Total staff nos. (FTE)
645614%5811%
Personnel and employee expense $000
Other expenses $000

16
Balance sheet
1H 26 Investor Presentation
Change $Change %M ovements
Current Assets1,9831,54843528%Increase in cash
Non-Current Assets9,4959,873(378)-4%Intangibles asset amortisation net of internal product development capitalised
Total
Assets11,47811,420581%
Current Liabilities
2,5192,489311%
Non-Current
Liabilities8281,018(190)-19%Reduction in loans
Total Liabilities3,3473,507(160)-5%
Net Assets
8,1317,9142183%
Total
Equity8,131
7,9142183%Accumulated losses net of capital raised
$000s1H26FY25

17
Cashflow
1
Average monthly cashflow excludes capital raise and acquisition transactions
1H 26 Investor Presentation
•Balance date cash and cash equivalents of
$1.1m
•Capital raise proceeds net of costs in the period
$1.5m. Subsequent Nov25 placement completed
with firm commitments for approx. NZ$5.8m
before costs
•Initial investment in development of Freight AI
platform $0.2m
•Average monthly cash outflow maintained at
$0.1m.

1H261H25
2H25
6 months6 monthsChange %
6 monthsChange %
Operating Activities
Cash Received from Customers5,2754,10229%
4,73911%
Cash Paid to Suppliers and Employees
(5,590)(5,308)5%(5,061)10%
Income Tax Received-
- -
Grant Income339%0 2481%
Operating net cash flow(312)(1,203)
-74%(321)-3%
Investing net cash flow(248)(2)
9866%(5)5306%
Financing cash flow1,2521,522-18%213487%
Net Change in Cash692316119%(112)-100%
Opening Cash 392188108%505-22%
Closing Cash 1,084505115%3920%
Average monthly cash outflow
1
(137)(231)(73)
$000s

1H 26 Investor Presentation18
Opportunity to accelerate growth and secure market share
FY26 Outlook
•Well positioned to help the business navigate the
increasing complexity of trading goods internationally
•Shippers and freight forwarders have pent up demand
to automate repetitive manual processes using AI
•We continue to expect FY26 revenue to range between
$10 million and $11 million
•Opportunity to accelerate the development of Freight AI
to capture marketshare, and growth offshore while
targetingEBITDA breakevenin FY27
8

Q&A

Appendix

1H 26 Investor Presentation21
Projected financials – key assumptions
Forward-looking financial information is inherently subject to judgement, risks and uncertainty, including from events
beyond Trade Window’s control.
Key assumptions which may have a material risk to ourprojections include:
SPECIFIC
•The rate and timing of new customer traction
•Successful retention of people with the required skills cost effectively
GENERAL
•No materialchange in the current economic conditions locally
and globally
•No changes in accounting standards or other mandatory
professional reporting requirements

1H 26 Investor Presentation22
Glossary
Annualised Recurring Revenue (ARR)
The recurring revenue for a specified month annualised.
Average Revenue Per Customer (ARPC)
Is subscriber customers’ monthly revenue divided by
number of subscriber customers as at end of the month.
The value provided is the average of the monthly ARPC
for the period.
CAGR
Compound annual growth rate.
Customer retention rate
Customer retention rate is the number of subscriber
customers who leave in a month as a percentage of the
total subscriber customers at the start of that month.
The percentage provided is the average of the monthly
churn for the period. The customer retention rate is the
inverse of customer churn.
Customs Broker
A Customs Broker is a licenced individual who acts as
an intermediary for Shippers and Freight Forwarders in
handling the sequence of customs formalities involved
in the customs clearance and importing goods.
EBITDA
Earnings before interest, taxation, depreciation and
amortisation.
Freight Forwarder
A Freight Forwarder is an organisation who arranges
and handles the transport of goods between countries
on behalf of their customers. Responsibilities can also
include storing products, negotiating transportation
rates and booking cargo space.
Shipper
A Shipper is an exporter or importer who requires
carriers to transport goods for transport from one
location to another.
Subscriber customers
Customers that license and/or access Trade Window’s
software on a monthly basis. These customers may also
generate transaction, services and installation revenues.
It excludes customers of Trade Window’s pay as you go
platforms.
Recurring revenue
Revenues that are predictable, stable and can be
counted on to occur at regular intervals going forward
with a relatively high degree of certainty. For Trade
Window this is subscription and transactional revenue.

Investor Contact
Andrew Balgarnie
Chief Strategy Officer
p: +64 275 594 133
e: andrew@tradewindow.io
www.tradewindow.io

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Trade Window Holdings Limited

Interim Financial Statements -
For the period ended
30 September 2025

Trade Window Holdings Limited
Contents
For the period ended 30 September 2025

1
Corporate directory2
Directors' declaration3
Consolidated condensed statements of profit or loss and other comprehensive income4
Consolidated condensed statements of financial position5
Consolidated condensed statements of changes in equity6
Consolidated condensed statements of cash flows8
Notes to the consolidated condensed financial statements9
1. General information9
2. Material accounting policy information9
3. Critical accounting judgements, estimates and assumptions11
4. Revenue11
5. Capital WIP11
6. Issued capital11
7. Financial instruments classification and risk management12
8. Segment reporting13
9. Related party transactions13
10. Material transactions14
11. Events after the reporting period14

Trade Window Holdings Limited
Corporate directory
For the period ended 30 September 2025

2
Incorporation date10 September 2021

Incorporation number8233653

Principal activitiesDevelop and commercialise technology solutions that provide international trade
participants with a secure platform and tools to establish trust and trade globally in an
efficient manner across interconnected networks.
There have been no significant changes to the nature of these activities.

Registered officeTradeWindow Company Secretary
Suite 4
31 Northcroft Street, Takapuna
Auckland 0622
New Zealand

DirectorsKerry Michael Friend
Alasdair (Alexander) John MacLeod
Philip John Norman
Albertus Johannes Smith

The Directors were in office for the whole period unless otherwise stated.

Independent auditorUHY Haines Norton
Level 9
1 York Street
Sydney
NSW 2000

Trade Window Holdings Limited
Directors' declaration
For the period ended 30 September 2025

3
The directors present their report, together with the consolidated condensed financial statements, on the consolidated entity
(referred to hereafter as the 'Group') consisting of Trade Window Holdings Limited (referred to hereafter as the 'Company')
and the entities it controlled at the end of, or during, the period ended 30 September 2025.

The directors are responsible for the preparation, in accordance with New Zealand law and generally accepted accounting
practice, of consolidated condensed financial statements which give a true and fair view of the financial position of the
Company as at 30 September 2025 and its financial performance for the period ended on that date.

The directors consider that the consolidated condensed financial statements of the Company have been prepared using
appropriate accounting policies, consistently applied and supported by reasonable judgements and estimates and that all
relevant financial reporting standards have been followed.

The directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the
determination of the financial position of the Company and facilitate compliance of the consolidated condensed financial
statements with the Financial Reporting Act 2013.

The directors have responsibility for the maintenance of a system of internal controls designed to provide reasonable
assurance as to the integrity and reliability of financial reporting. The directors consider they have taken adequate steps to
safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Signed in accordance with a resolution of the Directors.

______________________________________________________
Alasdair MacLeodAJ Smith

 28 November 2025 

Trade Window Holdings Limited
Consolidated condensed statements of profit or loss and other comprehensive income
For the period ended 30 September 2025

Note
6 months to
30 September
2025
Unaudited
6 months to
30 September
2024
Unaudited
12 months to
31 March
2025
Audited
$$$
The above consolidated condensed statements of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes
4
Revenue
Revenue44,595,246 3,671,792 8,030,529
Other revenue3,564 36,631 40,028
4,598,810 3,708,423 8,070,557
4,598,810 3,708,423 8,070,557
Expenses
Personnel and employee expense(3,443,926)(3,561,867)(6,908,098)
Depreciation and amortisation expense(631,629)(1,047,875)(1,852,747)
Other expenses(1,809,092)(1,427,071)(2,688,622)
Total expenses(5,884,647)(6,036,813)(11,449,467)
Operating loss(1,285,837)(2,328,390)(3,378,910)
Net finance expense(52,627)(68,053)(128,858)
Loss before income tax expense(1,338,464)(2,396,443)(3,507,768)
Income tax expense- - (9,917)
Loss after income tax expense for the period(1,338,464)(2,396,443)(3,517,685)
Other comprehensive (loss)/income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation(1,774)7,512 (76,211)
(1,774)7,512 (76,211)
Total comprehensive loss for the period(1,340,238)(2,388,931)(3,593,896)

Earnings (loss) per share
Basic loss per share (cents)(1.01)(1.86)(2.75)
Diluted loss per share (cents)(1.01)(1.86)(2.75)

Trade Window Holdings Limited
Consolidated condensed statements of financial position
As at 30 September 2025

Note
As at
30 September
2025
Unaudited
As at
30 September
2024
Unaudited
As at
31 March
2025
Audited
$$$
The above consolidated condensed statements of financial position should be read in conjunction with the accompanying
notes
5
Assets
Current assets
Cash and cash equivalents1,084,285 504,609 392,212
Trade and other receivables898,828 921,973 1,150,225
Contract assets- 22,454 5,250
Income tax receivable- 4,995 -
Total current assets1,983,113 1,454,031 1,547,687
Non-current assets
Trade and other receivables52,048 46,274 48,711
Property, plant and equipment67,353 74,176 63,866
Right-of-use assets32,227 87,473 59,850
Intangibles9,116,008 10,451,018 9,700,248
Capital WIP5227,525 - -
Total non-current assets9,495,161 10,658,941 9,872,675
Total assets11,478,274 12,112,972 11,420,362
Liabilities
Current liabilities
Trade and other payables1,338,756 1,246,163 1,348,849
Related party payables- 9,729 -
Lease liabilities28,939 42,234 45,325
Income tax payable14,238 4,420 14,767
Contract liabilities766,707 651,445 709,903
Interest bearing loans and borrowings370,645 231,958 369,815
Total current liabilities2,519,285 2,185,949 2,488,659
Non-current liabilities
Lease liabilities- 28,162 4,861
Interest bearing loans and borrowings827,716 1,180,362 1,013,214
Total non-current liabilities827,716 1,208,524 1,018,075
Total liabilities3,347,001 3,394,473 3,506,734
Net assets8,131,273 8,718,499 7,913,628
Equity
Issued capital650,621,625 49,131,431 49,098,450
Foreign currency translation reserve(130,695)(45,198)(128,921)
Share based payments reserve888,136 420,353 853,428
Accumulated losses(43,247,793)(40,788,087)(41,909,329)
Total equity8,131,273 8,718,499 7,913,628

Trade Window Holdings Limited
Consolidated condensed statements of changes in equity
For the period ended 30 September 2025

The above consolidated condensed statements of changes in equity should be read in conjunction with the accompanying
notes
6
Foreign
currencyShare based
Issued
capital
Accumulated
losses
translation
reserve
payments
reserve
Total equity
$$$$$
Balance at 1 April 202549,098,450(41,909,329)(128,921)853,4287,913,628
Loss after income tax expense for the period-(1,338,464)--(1,338,464)
Other comprehensive loss for the period, net of
tax--(1,774)-(1,774)
Total comprehensive loss for the period-(1,338,464)(1,774)-(1,340,238)
Transactions with Owners of the company:
Contributions of equity, net of transaction costs
(note 6)1,523,142---1,523,142
Equity-settled share based payments---34,70834,708
Share options exercised (note 6) 33---33
Balance at 30 September 2025 - Unaudited50,621,625(43,247,793)(130,695)888,1368,131,273

Issued
capital
Accumulated
losses
Foreign
currency
translation
reserve
Share based
payment
reserve
Total equity
$$$$$
Balance at 1 April 202447,290,673(38,391,644)(52,710)394,0519,240,370
Loss after income tax expense for the period-(2,396,443)--(2,396,443)
Other comprehensive income for the period, net
of tax--7,512-7,512
Total comprehensive (loss)/income for the
period-(2,396,443)7,512-(2,388,931)
Transactions with Owners of the company:
Contributions of equity, net of transaction costs
(note 6)1,770,008---1,770,008
Equity-settled share based payments ---26,30226,302
Share options exercised (note 6) 70,750---70,750
Balance at 30 September 2024 - Unaudited49,131,431(40,788,087)(45,198)420,3538,718,499

Trade Window Holdings Limited
Consolidated condensed statements of cash flows
For the period ended 30 September 2025

6 months to
30 September
2025
6 months to
30 September
2024
12 months to
31 March
2025
NoteUnauditedUnauditedAudited
$$$
The above consolidated condensed statements of cash flows should be read in conjunction with the accompanying notes
8
Cash flows from operating activities
Receipts from customers5,275,471 4,101,701 8,840,952
Payments to suppliers and employees(5,589,778)(5,307,626)(10,368,139)
Grant and other income2,788 2,560 2,668
Net cash used in operating activities(311,519)(1,203,365)(1,524,519)
Cash flows from investing activities
Payments for property, plant and equipment(24,642)(42,808)(58,923)
Payments for capital work in progress 5(227,525)- -
Proceeds from disposal of property, plant and equipment2,076 27,198 30,692
Interest received1,641 13,117 21,142
Net cash used in investing activities(248,450)(2,493)(7,089)
Cash flows from financing activities
Interest paid on lease liability(2,043)(3,816)(6,896)
Proceeds from share capital61,515,528 1,704,811 2,033,196
Repayment of borrowings(184,668)(28,810)(58,100)
Payments for lease liability - principal portion(21,247)(76,676)(96,886)
Proceeds from exercise of share options34 - -
Interest paid(55,562)(73,219)(135,671)
Net cash from financing activities1,252,042 1,522,290 1,735,643
Net increase in cash and cash equivalents692,073 316,432 204,035
Cash and cash equivalents at the beginning of the financial period392,212 188,177 188,177
Cash and cash equivalents at the end of the financial period1,084,285 504,609 392,212

Trade Window Holdings Limited
Notes to the consolidated condensed financial statements
For the period ended 30 September 2025

9
1. General information

The consolidated condensed financial statements comprise Trade Window Holdings Limited (the ‘Company’) and its
subsidiaries (together the ‘Group’).

Trade Window Holdings Limited is a profit-oriented entity incorporated on 10 September 2021 and domiciled in New Zealand
and registered under the Companies Act 1993.

The consolidated condensed financial statements were authorised for issue, in accordance with a resolution of directors, on
28 November 2025.

2. Material accounting policy information

These interim financial statements have been prepared consistently with the annual financial statements for the year ended
31 March 2025. The same accounting policies and methods of computation have been used.

New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the External
Reporting Board ('XRB') that are mandatory for the current reporting period.

The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the Group.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

NZ IFRS issued but not yet effective

Future changes
●NZ IFRS18 - Presentation and Disclosure in Financial Statements
Replaces NZ IAS 1 as the standard describing the primary financial statements and sets out requirements for the
presentation and disclosure of information in NZ IFRS-compliant financial statements. Amongst other changes, it
introduces the concept of the "management-defined performance measure" to financial statements and requires the
classification of transactions presented within the statement of profit or loss within one of the five categories -
operating, investing, financing, income taxes, and discontinued operations. It also provides enhance requirements for
the aggregation and disaggregation of information. This change is effective for annual reporting periods beginning on or
after 1 January 2027. The Group has not undertaken an assessment as to the impact of these changes at this stage.

No other standards, amendments or interpretations that have been issued but are not yet effective are expected to
materially impact the financial statements.

Basis of preparation

Statement of compliance
These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not
include all of the notes normally included in an annual financial report and should be read in conjunction with the audited
financial statements for the year ended 31 March 2025.

Going concern
The Group prepares its financial statements on a going concern basis and expects to be able to realise its assets and meet
its financial obligations in the normal course of business.

The Group is an early-stage organisation and as such has reported a loss for the six months ended 30 September 2025 of
$1.3 million (30 September 2024: $2.4 million), and operating cash outflows of $0.3 million (30 September 2024: $1.2
million).

During the period the Group has continued to grow revenue and operate a disciplined cost structure which has delivered
improvements to both profit and cashflow as seen in these financial statements.

As at 30 September 2025, the Group held cash and cash equivalents of $1.1 million (30 September 2024: $0.5 million).
During the period the Group successfully raised $1.6 million equity capital (before capital raise costs).

Trade Window Holdings Limited
Notes to the consolidated condensed financial statements
For the period ended 30 September 2025

2. Material accounting policy information (continued)

10
Subsequent to the end of the half year, the group announced it is progressing Foreign Exempt Listing on the ASX and its
intention to raise further equity capital via private placement and a share purchase plan. The private placement closed on 24
November 2025, conditionally placing A$5 million (approximate NZ$5.8 million) before costs, to existing and new investors.
This capital will be used to accelerate the development of Freight AI, Trade Window’s next-generation freight forwarding
operating system, to strengthen the Company’s balance sheet including repayment of debt, to support the growth of the
Company in Australia and New Zealand and further afield and to facilitate the Company’s Foreign Exempt Listing on the
ASX.

The Board-approved financial forecasts for FY26 and FY27 project sufficient cash available to satisfy all financial obligations
which arise in the next 14 months from 30 September 2025. The forecast cash flows are dependent on the key assumptions
outlined below:

a.Achievement of targeted revenue growth.
Sales for FY26 are budgeted to increase between 25% to 37% on the prior year. As reported in these consolidated
financial statements, the revenue for the first six months of FY26 is $4.6 million representing an increase of 25% over
the same period last year. The Group notes that volatile and uncertain economic conditions are causing increasingly
challenging trading conditions for customers, however new business demand including the existing deal pipeline
remains healthy and is expected to continue to deliver revenue growth.
b.Successful operation of cost-efficient business.
The Group maintains a cost-efficient operating structure to serve its current and future customers. This move to a lower
cost structure was successfully implemented in the second half of FY24.
c.Accelerated development of Freight AI.
The Group sees an opportunity to capture an unmet need in the market for a high degree of automation and decision
support within modern freight forwarding. An accelerated development programme has been implemented targeting
completion of the new platform in FY28.
d.Completion of the November 2025 Placement.
Settlement of the placement is scheduled for 15 December 2025. The issue and allotment of shares under the
placement, are subject to shareholder approval at a Special Shareholders’ Meeting to be held on 10 December 2025,
ASX approval of Trade Window’s Foreign Exempt Listing application, and the Company’s listing on that exchange.
These conditions are expected to be met in mid-December 2025.
eCompliance with ASB loan covenants.
The Group is in full compliance with the terms of its ASB loan facility. A breach of these undertakings, which is not
anticipated, could result in acceleration of remaining outstanding loan balance. Regular monthly principal repayments
from April 2025 have reduced the outstanding balance as at 30 September 2025 to $0.9m. It is expected that proceeds
of the November 2025 capital raise will be used to repay the entire loan.

The forecast’s assumptions have been stress tested against a range of scenarios including material reduction in new
business revenue without commensurate cost cutting, which demonstrates that the cashflow forecast is sensitive to changes
in key growth assumptions.

Should the Group be unable to achieve the forecast cash flows mentioned above, the Group may have insufficient liquid
assets to be able to continue as a going concern for a period of at least 12 months from the issuance of these financials
statements. Therefore, material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a
going concern and therefore that the Group may be unable to realise its assets and discharge its liabilities in the normal
course of business.

The Directors consider the Group to be a going concern and believe the Group will achieve its financial forecasts to the
extent necessary to ensure the Group will have sufficient liquidity to continue as a going concern and meet its financial
obligations for the foreseeable future.

Trade Window Holdings Limited
Notes to the consolidated condensed financial statements
For the period ended 30 September 2025

11
3. Critical accounting judgements, estimates and assumptions

The preparation of the interim financial statements in conformity with NZ IFRS and IFRS requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these estimates. The judgements, estimates and
assumptions used in these interim financial statements are consistent with those from the 31 March 2025 annual financial
statements.

4. Revenue

6 months to
30 September
2025
6 months to
30 September
2024
12 months to
31 March
2025
UnauditedUnauditedAudited
$$$
Transactional revenue2,413,760 1,919,841 4,288,953
Subscription revenue1,945,629 1,561,201 3,280,335
Service revenue147,181 113,530 231,126
Installation revenue88,676 77,220 230,115
Total revenue4,595,246 3,671,792 8,030,529

There is no significant seasonality or cyclicality of interim operating revenue.

5. Capital WIP

As at 30 September 2025, the Group has recognised capital work in progress of $227,525. This balance primarily relates to
ongoing development of the Freight AI project.

6. Issued capital

6 months to
30 September
2025 
6 months to
30 September
2024
12 months to
31 March
2025 
6 months to
30 September
2025 
6 months to
30 September
2024
12 months to
31 March
2025
UnauditedUnauditedAuditedUnauditedUnauditedAudited
Number of
shares
Number of
shares
Number of
shares$$$
Shares
Balance 1 April130,790,948117,195,875117,195,87549,098,45047,290,67347,290,673
Issue of ordinary shares8,771,52510,815,52112,690,8581,515,5281,704,8112,033,196
Shares issued in respect of
payment of vendor services41,946340,083483,4667,61465,19793,115
Shares issued in respect of
employee share options
exercised14,490362,505420,7493370,750-
Reclassification-----(318,534)
139,618,909128,713,984130,790,94850,621,62549,131,43149,098,450

During the six months ended 30 September 2025, Trade Window Holdings Limited raised $1,633,256 before capital raise
expenses, by way of two private placements:

●On 24 June 2025, 3,333,329 ordinary shares were issued, raising $599,999.
●On 24 September 2025, 5,438,196 ordinary shares were issued, raising $1,033,257.

During the period vendors accepted payment in shares of $7,614 (shares issued 41,946).

Trade Window Holdings Limited
Notes to the consolidated condensed financial statements
For the period ended 30 September 2025

6. Issued capital (continued)

12
At 30 September 2025, share capital comprised 139,618,909 shares. All issued shares rank equally, are fully paid and have
no par value.

7. Financial instruments classification and risk management

Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset.

The Group manages liquidity risk by maintaining adequate cash reserves and banking facilities. Forecast and actual cash
flows are continuously monitored with the maturity profiles of the majority of financial assets and liabilities matched.

Liquidity profile of financial assets
1 Year or
less1-5 Years
More than 5
years
Total
contractual
cashflows
$$$$
Six months ended 30 September 2025 - Unaudited
Cash and cash equivalents1,084,285--1,084,285
Trade receivables790,171--790,171
1,874,456--1,874,456
Six months ended 30 September 2024 - Unaudited
Cash and cash equivalents504,609--504,609
Trade and other receivables712,389--712,389
1,216,998--1,216,998
Year ended 31 March 2025 - Audited
Cash and cash equivalents392,212--392,212
Trade receivables913,015--913,015
1,305,227--1,305,227

Trade Window Holdings Limited
Notes to the consolidated condensed financial statements
For the period ended 30 September 2025

7. Financial instruments classification and risk management (continued)

13
Financial liabilities based on contractual cashflows due within
1 Year or
less1-5 Years
More than 5
years
Total
contractual
cash flows
Carrying
amount of
liabilities
$$$$$
Six months ended 30 September 2025 -
Unaudited
Trade payables1,338,756--1,338,7561,338,756
Interest bearing loans and borrowings436,652845,374-1,282,0261,198,361
Lease liabilities29,123--29,12328,939
1,804,531845,374-2,649,9052,566,056
Six months ended 30 September 2024 -
Unaudited
Trade and other payables1,246,163--1,246,1631,246,163
Interest bearing loans and borrowings372,7641,237,52263,6151,673,9011,412,320
Lease liabilities42,23428,162-70,39670,396
Related party payables9,7299,7299,729
1,670,8901,265,68463,6153,000,1892,738,608
12 months ended 31 March 2025 - Audited
Trade and other payables1,348,849--1,348,8491,339,628
Interest bearing loans and borrowings446,8601,052,60329,0771,528,5401,383,030
Lease liabilities48,2884,037-52,32550,186
1,843,9971,056,64029,0772,929,7142,772,844

8. Segment reporting

An operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision
maker ("CODM") on a monthly basis. The CODM, who is responsible for allocating resources and assessing performance of
the operating segment(s) is part of the senior leadership team and is involved in strategic decision making of the Group.
Management has determined there is one operating segment based on the reports reviewed by the CODM.

The reason for looking at the business as one segment is because of the inter-related nature of the services and their
dependence on the Trade Window software which cannot be separated between different products and services. The
performance of the operating segment is reviewed by the CODM and action plans are agreed with the management where
necessary to improve performance of the business.

The reportable operating segment derives its revenues from the provision of software solutions to its customers. There are
no major customers that contribute more than 10% of revenues. The CODM assesses the performance of the operating
segment from revenue to net income. The total revenue, direct costs, operating expenses, interest and foreign exchange
gains and losses, tax and net income are reviewed.

The amounts reported with respect to segment total assets and liabilities are measured in a manner consistent with the
consolidated statement of financial position. Reportable segment assets and liabilities are equal to total assets and liabilities
hence no reconciliation is required. The majority of the Group's operations are within New Zealand and there are no other
material geographic segments.

9. Related party transactions

There were no significant related‑party transactions in the period that were not consistent with those disclosed in the FY25
Financial Statements.

Trade Window Holdings Limited
Notes to the consolidated condensed financial statements
For the period ended 30 September 2025

14
10. Material transactions

There were no other material transactions requiring separate disclosure in the period.

11. Events after the reporting period

Subsequent to the end of the half year, the group commenced Foreign Exempt listing on the ASX and launched a capital
raising to secure approximately A$5 million via private placement. The placement closed on 24 November 2025, with the
Company conditionally placing A$5 million. The ASX listing and the Placement conditions are expected to be met in mid-
December 2025

Apart from the above, no other matter or circumstance has arisen since 30 September 2025 that has significantly affected,
or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future
financial years.

---

Trade Window Limited
Level 4, Partners Life Building, 33 – 45 Hurstmere Road, Takapuna, Auckland 0622
info@tradewindow.io
www.tradewindow.io

Results announcement
28 November 2025

Results for announcement to the market
Name of issuer Trade Window Holdings Limited (“TWL”)
Reporting Period 6 months to 30 September 2025
Previous Reporting Period 6 months to 30 September 2024
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$4,595 Up 25%
Total Revenue $4,599 Up 24%
Net profit/(loss) from
continuing operations
($1,338) Decrease of 30%
Total net profit/(loss) ($1,338) Decrease of 30%
Interim/Final Dividend
Amount per Quoted Equity
Security
Trade Window has been investing for future growth and during
this phase does not propose to pay dividends.
Not applicable Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
-$0.01 -$0.01
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood

Authority for this announcement
Name of person

authorised
to make this announcement
Deidre Campbell
Contact person for this
announcement
Deidre Campbell, CFO
Contact phone number 021 272 4008
Contact email address deidre@tradewindow.io
Date of release through MAP

28 November 2025

Audited financial statements accompany this announcement.

TradeWindow - Notice of Special Meeting of Shareholders TradeWIndow Confirms ASX Admission

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