Half Year Results

Results announcement


Results for announcement to the market
Name of issuer Being AI Limited
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
$17,407 (11)%
Total Revenue
$17,407 as shown in the
statement of profit or loss and
other comprehensive income.
In addition, $242k revenue was
earned from discontinued
operations (refer note 10.3 in
the attached financial
statements)
(11)%
Net profit/(loss) from
continuing operations
$(67) 97%
Total net profit/(loss) $1,335 138%
Interim/Final Dividend
Amount per Quoted Equity
Security
The Company does not propose to pay a dividend at this time.
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$(0.065) $(0.070)
As at 31 March 2025
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer to the market release and unaudited financial statements for
the six months ended 30 September 2025 that accompany this
announcement.
Authority for this announcement
Name of person authorised to
make this announcement
Michael Stiassny
Contact person for this
announcement
Mike Dunshea

Contact phone number 027 579 8687
Contact email address mike@beingai.group
Date of release through MAP 28 November 2025

Unaudited financial statements accompany this announcement.

---

Being AI Limited


Unaudited Condensed Interim
Consolidated Financial Statements
For the six months ended 30 September 2025

1




Table of Contents


Page
Chair’s Report
Consolidated Interim Financial Statements
2
4
Directory 25

Being AI Limited
Chair’s Report
Interim results for the six months ended 30 September 2025


2

Introduction
Being AI today releases its interim results for the first six months of FY26, a period marked by significant
challenges. The Board has taken decisive steps to address financial and governance issues, with a clear
focus on protecting shareholder value.
Financial Performance
For the six months ended 30 September 2025, Being AI recorded revenue of $17.4 million, an operating
EBITDA profit from continuing operations of $0.7 million, and a net loss from continuing operations of
$0.1 million. The Group’s performance was underpinned by the continued positive operational results of
Send Global, which remains a key driver of value. The Group also recognised a loss from discontinued
operations of $0.3 million and a $1.7 million gain from the divestment of the Education Group. However,
profitability was impacted by overhead costs, interest payments, and other expenses associated with
Being AI and its subsidiaries.
Operational and Governance Challenges
Being AI faced governance challenges following the resignation of independent directors Brett O’Riley
and Andy Higgs in late January 2025. This resulted in a breach of NZX Listing Rule 2.1.1, as the Board no
longer met the requirement for a sufficient number of independent directors. As a consequence, Being
AI was placed in a trading halt from 3 February 2025 until 14 April 2025.
To address this situation, the Board appointed three new independent directors: Michael Stiassny, Greg
Cross, and Steve Phillips. While compliance was restored, the breach led to a public censure from NZ
RegCo, a $50,000 financial penalty, and an order to cover the costs of the disciplinary process.
Strategic Review
Since March 2025, the Board has undertaken a detailed strategic review to address Being AI’s financial
position. This review has resulted in significant cost reductions, operational efficiencies, and the
divestment of non-core assets as outlined below.
Consequent Subsidiary Update
Project Treehouse
A comprehensive review of Project Treehouse concluded that the initiative would continue to incur
negative cash flows with no clear path to profitability. In response, the Board made the necessary
decision to wind down Project Treehouse on 16 May 2025. Concurrently, the Group accepted the
resignations of Group Chief Executive Officer David McDonald, Chief Technology Officer Nicolas Fourrier,
and the remaining personnel supporting the project. This action was taken to prevent further losses and
preserve shareholder value.

Being AI Limited
Chair’s Report
Interim results for the six months ended 30 September 2025


3

Being Education
In May 2025, Being AI completed the divestment of Being Education to Crimson Education Group. This
strategic decision allowed the Group to eliminate $3.9 million in debt owed to Wilshire Treasury, along
with a portion of trading liabilities, further simplifying the business and improving its financial position.
Send Global
In the latter stages of HY26, the focus has shifted to Send Global, which, despite its strong performance,
faces financial constraints due to the broader group’s obligations.
Post half year balance date, as of 31 October 2025, Send Global had $9.3 million in outstanding debt to
ANZ and $3.8 million (excluding unpaid interest) to Wilshire Treasury Limited. While Send Global
continues to perform well, its projected cash flows are insufficient to offset the overheads, interest
payments, and other costs associated with Being AI and its subsidiaries. Without further financial
support, Send Global is unlikely to generate shareholder returns in its current form.
Being AI
As of 31 October 2025 Being AI had outstanding debt to Wilshire Treasury Limited of $500,000 and has
recently agreed with Wilshire Treasury to increase the total facility to $1.1 million.
Proposed Transaction
In the course of exploring options, the Board received a non-binding indicative offer (NBIO) from Wilshire
to acquire 100% of Send Global’s shares and related assets. This offer was announced to the market on 4
November 2025. An independent committee of directors—Michael Stiassny, Greg Cross, and Steve
Phillips—evaluated the offer with the support of Simmons Corporate Finance Limited, which provided an
independent valuation of Send Global’s shares.
After a thorough assessment, the independent directors determined that no viable or competing
alternatives exist to address Being AI’s financial position. Wilshire, as the major shareholder (owning
approximately 86% of Being AI’s shares), lender, and guarantor of Send Global’s senior debt, is uniquely
positioned to provide the necessary financial support. The proposed transaction aligns with the
independent valuation and represents the most pragmatic solution given the current financial
circumstances.
Failure to proceed with this transaction would expose Being AI to significant financial risks, including the
potential inability to meet its debt obligations. Following careful consideration and negotiation, the
independent directors concluded that Wilshire’s offer is in the best interests of the company and its
shareholders.
A conditional sale agreement has been executed, and a shareholder meeting to vote on the transaction
is scheduled for 10 December 2025 at 3:00 PM. Shareholders are encouraged to review the materials
and participate in this critical decision.

Being AI Board of Directors
28 November 2025

Being AI Limited
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
For the six months ended 30 September 2025


* restated. Refer note 2.1

These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.
4

6 mths ended6 mths ended
30 Sept 2025 30 Sept 2024
Note (unaudited) (unaudited) *
NZ$000 NZ$000
Continuing operations
Revenue417,40719,578
Cost of sales(14,289) (16,488)
Gross Profit3,1183,090
Other operating income143149
Finance income934
Expenses
Labour related expenses3.1(1,113)(2,193)
Depreciation and amortisation expenses3(237)(309)
Professional fees(545)(428)
Property expenses(34)(37)
Other operating expenses(885)(1,681)
Profit/(loss) from operations456(1,375)
Finance expenses3.2(596)(569)
Loss before income tax(140) (1,944)
Income tax benefit/(expense)73(214)
Loss for the period from continuing operations(67) (2,158)
Discontinued operations
Profit/(loss) from discontinued operations10.3(326)(1,331)
Gain on sale of subsidiary10.11,728-
Profit/(loss) for the period1,335(3,489)
Other comprehensive income--
Total comprehensive profit/(loss) for the period
1,335(3,489)
Earnings/(loss) per share
Basic and diluted earnings/(loss) per share (NZ$):
From continuing activities5(0.0004) (0.0123)
From continuing and discontinued activities50.0076 (0.0199)

Being AI Limited
Consolidated Statement of Changes in Equity
For the six months ended 30 September 2025


* restated. Refer note 2.1

These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.
5



Note
Share
capital
Share
based
payments
reserve
Retained
earnings/
(accumulated
losses)
Total
equity
NZ$000 NZ$000 NZ$000 NZ$000
Balance at 1 April 2024 (audited)6,632- (2,787) 3,845
Loss for the period *-- (2,158) (2,158)
Total comprehensive income for the period-- (2,158) (2,158)
Transactions with owners in their capacity as owners
Shares issued during the period9287--287
Less: share issue costs(50)--(50)
Share options issued-270-270
Balance at 30 September 2024 (unaudited) *6,869270 (4,945) 2,194
Balance at 1 April 2025 (audited)6,924392 (14,304) (6,988)
Profit for the period--1,335 1,335
Total comprehensive income for the period--1,335 1,335
Transactions with owners in their capacity as owners
Share options issued-165-165
Balance at 30 September 2025 (unaudited)6,924557 (12,969) (5,488)

Being AI Limited
Consolidated Statement of Financial Position
As at 30 September 2025

These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these consolidated financial statements and should be read in conjunction with them.
6


These consolidated financial statements were approved by the Board on 28 November 2025.
Signed on behalf of the Board by:



Michael Stiassny Stephen Phillips
Director Director
30 Sept 202531 Mar 2025
Note(unaudited)(audited)
NZ$000 NZ$000
Current assets
Cash and cash equivalents1,587410
Receivables and other current assets4,0884,471
Inventories2,934511
Total current assets8,6095,392
Non-current assets
Term receivable900900
Property, plant and equipment62272,645
Right-of-use assets78335,986
Goodwill4,1144,114
Other intangible assets1,2061,469
Bond-502
Deferred tax asset640567
Total non-current assets7,92016,183
Total assets16,52921,575
Current liabilities
Trade payables and other current liabilities8,3555,871
Taxation payable-12
Borrowings88,2143,811
Lease liabilities602285
Total current liabilities17,1719,979
Non-current liabilities
Borrowings84,50312,374
Student bonds-135
Lease liabilities3436,075
Total non-current liabilities4,84618,584
Total liabilities22,01728,563
Net assets/(liabilities)
(5,488)(6,988)
Equity
Share capital96,9246,924
Share based payments reserve557392
Retained earnings/(accumulated losses)(12,969) (14,304)
Total equity
(5,488)(6,988)

Being AI Limited
Consolidated Statement of Cash Flows
For the six months ended 30 September 2025


These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part of
these interim financial statements and should be read in conjunction with them.
7

6 mths ended 6 mths ended
30 Sept 2025 30 Sept 2024
Note (unaudited) (unaudited)
NZ$000 NZ$000
Cash flows from operating activities
Receipts from customers18,00520,980
Government grants received-129
Payments to suppliers and employees(16,237)(24,728)
Income tax paid(10)(600)
Net cash from operating activities121,758(4,219)
Cash flows from investing activities
Interest received935
Payments for property, plant and equipment(6)(608)
Cash transferred on sale of subsidiary10.1(244)-
Payment for investment in associate-(249)
Payment for acquisition of businesses-(200)
Payments for intangible assets-(36)
Net cash used in investing activities(241)(1,058)
Cash flows from financing activities
Proceeds from borrowings3,66628,139
Principal repayment of borrowings(3,264) (13,230)
Interest paid on borrowings(535)(606)
Principal repayment of lease liabilities(134)(120)
Interest paid on lease liabilities(73)(261)
Proceeds from issue of share capital-237
Payment of related party payable-(6,616)
Proceeds from investments-22
Net cash used in financing activities(340)7,565
Net increase in cash and cash equivalents1,1772,288
Cash and cash equivalents at the beginning of the period4102,215
Cash and cash equivalents at the end of the period
1,5874,503

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


8
1. General information
Being AI Limited (‘Being AI’ or ‘the Company’) and its subsidiaries (together ‘the Group’) are limited
liability companies, incorporated under the Companies Act 1993 and domiciled in New Zealand.
Being AI Limited was formed to create a Group positioned for the business transformation impact that
will result from AI and similar advanced technologies. The Group’s strategy was to build, advise, and
invest in this disruption. Following the divestment of the Education Group (note 10.1) and the closure of
Project Treehouse (note 10.2), Being AI Limited now consists of two primary operating companies, New
Zealand Mail Limited and Filecorp Limited, and their holding company Send Global.
The address of the Company’s registered office is 14 Honan Place, Avondale, Auckland 1026.
2. Basis of preparation
These unaudited condensed interim consolidated financial statements have been prepared in
accordance with New Zealand Generally Accepted Accounting Practice (‘NZ GAAP’), with New Zealand
Equivalent to International Accounting Standard 34: Interim Financial Reporting (‘NZ IAS 34’), with
International Accounting Standard 34: Interim Financial Reporting (‘IAS 34’), and with the requirements
of the NZX Listing Rules.
The condensed interim consolidated financial statements do not include all of the notes of the type
normally included in an annual financial report. Accordingly, this report should be read in conjunction
with the financial statements included in the annual report for the year ended 31 March 2025 which
have been prepared in accordance with New Zealand equivalents to IFRS Accounting Standards (‘NZ
IFRS’), International Financial Reporting Standards (‘IFRS’), and other applicable New Zealand Financial
Reporting Standards as appropriate for for-profit entities.
The condensed interim consolidated financial statements are presented in New Zealand dollars which is
the Company’s functional and presentation currency, rounded to the nearest thousand dollars unless
otherwise stated.
The condensed interim consolidated financial statements, including the financial results for the 6 months
to 30 September 2025 and 2024, are unaudited. The comparative information as at 31 March 2025 is
audited.
2.1 Reinstatement of comparative information
The financial statements for the 6 months ended 30 September 2024 included a fair value adjustment on
contingent consideration of $32.13 million. As set out in note 20 of the 2025 Annual Report, the
contingent consideration was valued at the acquisition date of Being Consultants Limited and
subsequently at 30 September 2024 by a qualified independent valuer. At 30 September 2024 the
contingent consideration liability was valued at $37.73 million resulting in a $32.13 million fair value
adjustment which was included in the net loss reported in the Group’s 30 September 2024 interim
financial statements. The valuations included assumptions about the future share price of the Company’s
listed shares.
On 29 November 2024 the Company sold its investment in Being Consultants Limited and the contingent
consideration liability was cancelled as part of the sale. The contingent consideration was not revalued
up to the date of the sale of Being Consultants Limited, however based on share price movements in the
intervening period, management believe the movement from 1 April 2024 to 29 November 2024 would
have been significantly less than the 2024 half year movement recorded. The values allocated to the
actual consideration on the sale of Being Consultants Limited were determined between two informed

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


9
parties who understood the future potential of the specific operations involved. As a result, the Board
reversed the valuation at 30 September 2024 when recognising the gain on sale of Being Consultants
Limited in the 2025 annual consolidated financial statements.
Accordingly, the comparative information in these financial statements has been restated to remove this
$32.13 million fair value adjustment, in line with the treatment in the 2025 Annual Report.
The financial results of the divested Education Group (note 10.1) and the closed Project Treehouse (note
10.2) are separately disclosure as discontinued operations. In accordance with the requirements of NZ
IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, comparative information for these
operations have also been re-presented separately as discontinued operations.
Certain other comparative information in these consolidated financial statements has been adjusted in
order to be consistent with the presentation of the current period. These other adjustments are limited
to classification and disclosure and had no significant net impact on total assets, total equity, profit or
cash flow classification.
2.2 Changes in Material Accounting Policies
There have been no changes in the accounting policies and methods of computation used in preparing
the condensed interim consolidated financial statements compared to those used in preparing the
audited consolidated financial statements for the 12 months ended 31 March 2025.
2.3 Going concern
The interim consolidated financial statements have been prepared on a going concern basis, which
assumes that the Group has the intention and ability to continue its operations for the foreseeable
future.
The Group achieved a net profit of $1.3 million in the six months to 30 September 2025 (six months to 30
September 2024: $3.5 million loss). The net profit for the period included a $1.7 million gain on disposal
of AGE Limited (note 10.1) and an operating loss from discontinued activities of $0.3 million (note 10.2).
The Group’s net cash inflow from operating activities was $1.8million (six months to 30 September 2024:
$4.2 million outflow).
At the reporting date the Group had cash of $1.6 million (31 March 2025: $0.4 million), negative working
capital of $8.6 million (31 March 2025: $4.6 million negative), and net liabilities of $5.5 million (31 March
2025: net liabilities of $7.0 million). Liabilities included borrowings of $12.7 million (31 March 2025:
$16.2 million) of which $8.2 million were current (31 March 2025: $3.8 million) and $4.5 million were
non-current (31 March 2025: $12.4 million).
At 30 September 2025 the Group had borrowed $4.4 million from Wilshire Treasury Limited (‘Wilshire’)
(note 8.1) (31 March 2025: $7.6 million). On 19 November 2025 Wilshire and Being AI agreed to increase
Wilshire’s existing loan facility with Being AI from $500,000 (note 8.1) to $1,100,000 to fund working
capital requirements and repay bank debt (note 16.2). Being AI will draw funds down from that facility as
required. Wilshire is ultimately jointly owned and controlled by Katherine Allsopp-Smith and Evan
Christian via E K Trust Limited. Evan Christian is the sole director of Wilshire. The loan is repayable on
1 April 2026. As at 30 September 2025 the Group had accrued for $280,000 of interest that is payable on
demand from Wilshire.

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


10
On 4 November 2025 the Company announced that it had entered into a conditional agreement to sell
its shares in Send Global Limited and certain other assets to Wilshire (the ‘Send Global Transaction’)
(note 16.1). The total consideration is NZ$8,789,676, comprising:
- Wilshire assuming the outstanding loan and a trade balance owed by BAI to Send Global Limited;
- Wilshire offsetting the outstanding loan and trade balance owed by BAI to Wilshire; and
- Wilshire paying BAI a cash amount equal to $202,000.
Under the conditional sale agreement, if the completion occurs, Wilshire agrees to fund reasonable costs
in connection with BAI’s ongoing legal, contractual, or regulatory obligations. Wilshire has agreed that
this support will continue for at least 12 months from the date of approval of these financial statements.
The Send Global Transaction is conditional on:
- obtaining any necessary shareholder approvals under the NZX Listing Rules and Companies Act
1993; and
- ANZ Bank, Send Global Limited’s senior lender, consenting to the proposed transaction on
acceptable terms.
Being AI will hold a special shareholder meeting on 10 December 2025 to seek shareholder approval.
Katherine Allsopp-Smith and Evan Christian are both trustees of Te Turanga Ukaipo Charitable Trust and
ultimate owners of 2061 LP, which respectively hold 14.25% and 72.38% of the shares in Being AI. The
required shareholder approvals include an ordinary resolution under NZX listing Rule 5.2 Transactions
with Related Parties. Katherine and Evan and the shareholding entities associated with them, are not
permitted to vote on this ordinary resolution.
The Board has a reasonable expectation that shareholders will approve the Send Global Transaction.
Should this occur then the Company will have the necessary financial support to meet its obligations as
they arise over the period of at least 12 months from the date of approval of the financial statements.
Should shareholder approval not be obtained for the Send Global Transaction, the Group’s cash flow
forecasts indicate that the Group would not have sufficient cash reserves to meets its obligations as and
when they fall due without further financial support from Wilshire. The financial statement at 31 March
2025 were prepared on a going concern basis. Since the approval of those financial statements the
Group’s financial position has deteriorated as a result of the following factors:
- lower forecast full year profitability from the courier, mail and logistics business;
- higher listing related costs, director costs, legal fees and staff costs than forecast; and
- higher interest charges than forecast.
The Directors understand that if the Send Global Transaction resolutions are not approved and the
conditional sales agreement is subsequently terminated, 2061 LP may seek to call another shareholder
meeting at which it would seek to pass a resolution to approve the commencement of a solvent
liquidation of the Company in accordance with the Companies Act. The Directors acknowledge that the
above indicates the existence of a material uncertainty that may cast significant doubt about the Group's
ability to continue as a going concern.
The interim consolidated financial statements do not include any adjustments that may be made to
reflect a situation where the Group is unable to continue as a going concern. Such adjustments may
include realising assets at amounts different to which they are recorded in the consolidated financial
statements.
However, the considered view of the Board is that, after making due enquiries and considering relevant
factors, there is a reasonable expectation that the Send Global Transaction will be approved and the

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


11
Group will have access to adequate resources and commitments from Wilshire, that will enable it to
meet its financial obligations for the foreseeable future.
For this reason, the Board considers the adoption of the going concern basis in preparing the
consolidated financial statements for the six months ended 30 September 2025 to be appropriate. The
Board has reached this conclusion having regard to circumstances which it considers likely to affect the
Group during the period of at least one year from the date of approval of these consolidated financial
statements, and to circumstances which it considers will occur after that date which will affect the
validity of the going concern basis.
3. Expenses
The profit or loss from continuing activities includes the following expenses:

3.1 Labour related expenses

3.2 Finance costs

6 mths ended 6 mths ended
30 Sept 2025 30 Sept 2024
(unaudited) (unaudited)
NZ$000 NZ$000
Expenses relating to short term leases-(57)
Net foreign currency gains/(losses)(2)(5)
Depreciation and amortisation expenses
Depreciation of property, plant and equipment(36)(30)
Depreciation of right of use assets(139)(139)
Amortisation of intangible assets(62)(140)
(237)(309)
6 mths ended 6 mths ended
30 Sept 2025 30 Sept 2024
(unaudited) (unaudited)
NZ$000 NZ$000
Salary and wages(906)(1,890)
Employee share based payments(165)(260)
Employer Kiwisaver contributions(42)(43)
(1,113)(2,193)
6 mths ended 6 mths ended
30 Sept 2025 30 Sept 2024
(unaudited) (unaudited)
NZ$000 NZ$000
Interest expense on bank loans(253)(310)
Interest expense on related party loans(310)(218)
Interest expense on lease liabilities(33)(41)
(596)(569)

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


12
4. Segment information
Following the divestment of the Education Group (note 10.1) and the closure of Project Treehouse (note
10.2), the Group now consists of two primary operating segments which provide:
- courier, mail and logistics services; and
- filing solutions.
All products and services were provided from New Zealand.






Courier, mail Filing Education AI customer Corporate / Total
& logistics solutions services solutions unallocated
NZ$000 NZ$000 NZ$000 NZ$000 NZ$000 NZ$000
Continuing operations
Revenue16,313 1,094--- 17,407
Operating EBITDA2,000457-- (1,773)684
Finance income1---89
Finance expenses(1)---(595)(596)
Depreciation and amortisation(60)---(177)(237)
Profit/(loss) before income tax1,940457-- (2,537)(140)
Income tax benefit12--7073
Profit/(loss) from continuing
operations1,941459-- (2,467)(67)
Discontinued operations
Profit/(loss) from discontinued
activities--1,612(210)-1,402
Profit/(loss) for the period1,941459 1,612(210) (2,467) 1,335
For the 6 months ended 30 September 2025
Courier, mail Filing Education AI customer Corporate / Total
& logistics solutions services solutions unallocated
NZ$000 NZ$000 NZ$000 NZ$000 NZ$000 NZ$000
Continuing operations
Total revenue18,512 1,066--- 19,578
Operating EBITDA1,982489-- (3,571) (1,100)
Finance income----3434
Finance costs----(569)(569)
Depreciation and amortisation(64)(82)--(163)(309)
Profit/(loss) before income tax1,918407-- (4,269) (1,944)
Income tax expense(24)(18)--(172)(214)
Profit/(loss) from continuing
operations1,894389-- (4,441) (2,158)
Discontinued operations
Loss from discontinued activities--(645)(686)- (1,331)
Profit/(loss) for the period1,894389(645)(686) (4,441) (3,489)
For the 6 months to 30 September 2024 (restated)

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


13



The Group has identified its operating segments based on the internal reports reviewed and used by the
Chief Operating Decision Maker (‘CODM’), being the Board of Directors, in assessing the Group’s
performance and in determining the allocation of resources.
4.1 Seasonal and cyclical influences
There are no seasonal or cyclical influences on these interim results.
5. Earnings/(loss) per share
The calculation of the basic and diluted earnings per share is based on the following information:

The profit/(loss) and weighted average number of ordinary shares used in the calculation of earnings per
share are as follows:

On 25 June 2025 the Company repurchased 11.9 million of its ordinary shares for nil consideration (refer
note 9). As this transaction changes the number of shares outstanding without a corresponding change
in resources, the weighted average number of ordinary shares used in the earnings per share calculation
for both the current and comparative periods have been adjusted for the impact of this share buyback.
The 2.0 million share options on issue at the reporting date were not considered to be dilutive due to the
Group’s net loss from continuing operations (30 September 2024: 4.2 million share options not dilutive).

Courier, mail Filing Education AI customer Corporate / Total
& logistics solutions services solutions unallocated
NZ$000 NZ$000 NZ$000 NZ$000 NZ$000 NZ$000
Segment assets11,926(387)--4,990 16,529
Segment liabilities(6,626)(100)-- (15,291) (22,017)
As at 30 September 2025
Mail &Filing Education AI customer Corporate / Total
courier solutions services solutions unallocated
NZ$000 NZ$000 NZ$000 NZ$000 NZ$000 NZ$000
Segment assets7,646(470) 4,39380 9,926 21,575
Segment liabilities(3,886)(172) (5,931)- (18,574) (28,563)
As at 31 March 2025
6 mths ended 6 mths ended
30 Sept 2025 30 Sept 2024
(unaudited) (unaudited)
Basic and diluted earnings/(loss) per share (NZ$)
From continuing operations(0.0004) (0.0123)
From continuing and discontinued operations0.0076 (0.0199)
Profit/(loss) from continuing operations (NZ$000)(67)(2,158)
Profit/(loss) after tax from continuing and discontinued
operations (NZ$000)1,335(3,489)
175,472 174,902
Weighted average number of ordinary shares used in the calculation of
basic and diluted earnings/(loss) per share ('000)

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


14
6. Property, plant and equipment


Plant &
equipment
Office
furniture &
equipment
Buildings &
improvements Total
NZ$000 NZ$000 NZ$000 NZ$000
Cost:
At 1 April 2024262 1,336 2,561 4,159
Additions34 143 17 194
Disposal of subsidiary- (7) - (7)
Disposals- (14) - (14)
At 31 March 2025296 1,458 2,578 4,332
Additions- 6 - 6
Disposal of subsidiary (note 10.1)(85) (751) (2,578) (3,414)
Disposals- (2) - (2)
At 30 September 2025211711-922
Accumulated depreciation:
At 1 April 2024(135) (866) (413) (1,414)
Depreciation expense(24) (120) (129) (273)
At 31 March 2025(159) (986) (542) (1,687)
Depreciation expense(9) (30) - (39)
Disposal of subsidiary (note 10.1)40 449 542 1,031
At 30 September 2025(128)(567)-(695)
Carrying amount:
At 30 September 202583 144 - 227
At 31 March 2025137 472 2,036 2,645
At 1 April 2024127 470 2,148 2,745

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


15
7. Right-of-use asset


Leasehold
improvements PropertyTotal
NZ$000 NZ$000 NZ$000
Cost:
At 1 April 20247,350 1,666 9,016
Additions1 - 1
Modifications(2,074) - (2,074)
At 31 March 20255,277 1,666 6,943
Additions- - -
Disposal of subsidiary (note 10.1)(5,277) - (5,277)
At 30 September 2025- 1,666 1,666
Accumulated depreciation:
At 1 April 2024(673) (417) (1,090)
Depreciation expense(264) (277) (541)
Modifications674 - 674
At 31 March 2025(263) (694) (957)
Depreciation expense(25) (139) (164)
Disposal of subsidiary (note 10.1)288 - 288
At 30 September 2025- (833) (833)
Carrying amount:
At 30 September 2025- 833 833
At 31 March 20255,014 972 5,986
At 1 April 20246,677 1,249 7,926

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


16
8. Borrowings

All borrowings are denominated in NZD.
8.1 Related party loans

The related party loans are payable to Wilshire Treasury Limited (refer note 13.3).
A loan of $3.85 million repayable by Send Global (31 March 2025: $7.6 million). This loan is repayable on
1 April 2026. Interest is charged at the current ANZ Bank business overdraft rate. The loan is secured by a
general security agreement granted by Send Global to Wilshire Treasury Limited.
A loan of $0.52 million is repayable by BAI (31 March 2025: $nil). The loan is repayable on demand and
no later than 11 June 2026. The loan is secured by a charge, future rights and mortgage over BAI’s
property.
The weighted average interest rate on the related party loans during the period was 11.3% (6 months to
30 September 2024: 12.8%).
8.2 Bank loans


30 Sept 2025 31 Mar 2025
(unaudited) (audited)
NZ$000 NZ$000
Related party loans8.14,3727,631
Bank loans (secured)8.28,2548,526
Other borrowings9128
Total borrowings
12,71716,185
Current8,2143,811
Non-current4,50312,374
12,71716,185
30 Sept 2025 31 Mar 2025
(unaudited) (audited)
NZ$000 NZ$000
Balance at 1 April7,6315,888
Proceeds from loans 64117,824
Repayment of loans- (16,081)
Reduction of loan on sale of AGE (note 10.1)(3,900)-
Balance at reporting date4,3727,631
30 Sept 2025 31 Mar 2025
(unaudited) (audited)
NZ$000 NZ$000
Balance at 1 April8,526-
Proceeds from loans 3,00011,000
Repayment of loans(3,272)(2,474)
Balance at reporting date8,2548,526

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


17
Send Global Limited and New Zealand Mail Limited have the following borrowing facilities with the ANZ
Bank:
- a $1 million commercial flexi facility (31 March 2025: $2 million facility limit). The facility is
repayable on demand. Interest is payable at the ANZ commercial flexi facility floating rate plus a
0.44% margin;
- a $5.25 million term facility which has a three-year term to 31 March 2027 (31 March 2025: $5.5
million facility with three-year term). The facility is to be drawn down in tranches with fixed interest
for the fixed period of each tranche at the applicable BKBM rate for that fixed period plus a 2.65%
margin. The facility was fully drawn down in April 2024;
- during the period a $3 million term facility was repaid and a further $3 million was borrowed from
ANZ Bank. This new loan is repayable on 29 May 2026. Interest is fixed for the period of the loan at
the applicable BKBM rate for that fixed period plus a 2.65% margin (31 March 2025: $3 million loan
repayable 30 September 2025. Interest fixed at the applicable BKBM rate for that fixed period plus a
2.65% margin); and
- two financial guarantee facilities totalling $975,596.
The facilities are secured by:
- unlimited guarantees and indemnities provided by Wilshire Holdings Limited and St Johns Trust
Limited covering the obligations of Send Global Limited, New Zealand Mail Limited and Filecorp NZ
Limited (refer note 13.3);
- a cross guarantee and indemnity provided by Send Global Limited, Filecorp NZ Limited and New
Zealand Mail Limited;
- general security agreements provided by Send Global and New Zealand Mail Limited; and
- a deed of postponement (postponing their debt to Send Global Limited) provided by Wilshire
Holdings Limited.
9. Share capital
The following table shows the movement in ordinary shares issued.


On 25 June 2025 the Company repurchased 11.9 million of its ordinary shares for nil consideration from
2384 Limited Partnership (‘2384 LP’), an entity controlled by David McDonald (note 10.2).
All ordinary shares on issue are fully paid, have equal voting rights, and share equally in dividends and
any surplus on winding up.

30 Sept 2025 31 Mar 2025
(unaudited) (audited)
'000'000
Ordinary shares as at 1 April187,372 1,868,019
Share buyback (11,900) -
10 for 1 share consolidation- (1,681,217)
Ordinary shares issued- 570
Ordinary shares at the reporting date175,472 187,372

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


18
10. Discontinued operations
10.1 Sale of education group including AGE Limited
On 2 May 2025 the Company sold its education group including AGE Limited for $1. Contemporaneous
with the sale of the education group, Wilshire Treasury Limited agreed to reduce the loan payable by the
Group to Wilshire Treasury Limited by $3.9 million.


10.2 Wind down of Project Treehouse
On 16 May 2025 the Board announced that, following a comprehensive review, it had decided to close
Project Treehouse, BAI’s artificial intelligence initiative after it failed to secure external funding or
implement pilot customer programmes. Related to the closure of the project, the Board announced that
BAI Group’s Chief Executive Officer, David McDonald, its Chief Technology Officer and two staff members
who were all supporting Project Treehouse, had resigned.
In connection with the resignations, the Company agreed with 2384 Limited Partnership, an entity
associated with David McDonald, that 11,900,000 of the Company’s shares held by that entity were to be
subject to a share buyback by BAI for nil consideration (note 9).
With the full impairment of goodwill as at 31 March 2025 there were no material assets left in the
segment at the time of closure and accordingly no loss or gain resulting from the closure.


NZ$000
Net assets disposed of:
Cash 244
Receivables264
Inventory2
Property, plant and equipment2,384
Right-of-use assets4,989
Bond502
Intangible assets201
Trade and other payables(1,135)
Lease Liabilities(5,279)
Wilshire Treasury Limited loan(3,900)
Net liabilities disposed of:(1,728)
Consideration paid-
Gain on disposal1,728

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


19
10.3 Discontinued operations - financial performance and cash flow information
The financial performance and cash flow information for the discontinued operations are set out below.



11. Subsidiaries

All subsidiaries are domiciled in New Zealand, with the exception of Being US Limited which is
incorporated in the United States.
6 mths ended 6 mths ended
30 Sept 2025 30 Sept 2024
(unaudited) (unaudited)
NZ$000 NZ$000
Revenue2421,871
Other income52
Depreciation and amortisations(26)(296)
Expenses(547) (2,597)
Share of net loss of associate-(125)
Impairment of investment in associate-(124)
Profit/(loss) before income tax(326) (1,269)
Income tax expense-(62)
Gain on sale of subsidiary (note 10.1)1,728-
Attributable income tax--
Profit/(loss) after tax from discontinued operation1,402 (1,331)
Cashflows from discontinued operations
Net cash outflow from operating activities(56) (1,271)
Net cash inflow/(outflow) from investing activities-(512)
Net cash inflow/(outflow) from financing activities(33) 1,440
Net increase in cash generated by discontinued operations(89)(343)
Name of subsidiaryPrincipal activity30 Sept 2025 31 Mar 2025
Send Global LimitedCourier, business mail & logistics services 100%100%
New Zealand Mail Limited Courier, business mail & logistics services 100%100%
Filecorp NZ LimitedFiling solutions100%100%
G3 Property Holdings Limited Non trading100%100%
Send New Zealand Limited Non trading100%100%
Pete's Post LimitedNon trading100%100%
Being Bidco LimitedNon trading100%100%
Being Holdco LimitedNon trading100%100%
Being US LimitedNon trading100%100%
AGE LimitedEducation-100%
Being Educated LimitedNon trading100%100%
Being Education GP Limited Non trading-100%
Manawaroa GP LimitedNon trading-100%
Fingerprint IP LimitedNon trading100%100%
Treehouse Technologies Limited Non trading100%100%
Ownership interest
held by Group

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


20
12. Reconciliation of profit or loss after taxation with cash flow from operating
activities


6 mths ended6 mths ended
30 Sept 202530 Sept 2024
(unaudited)(unaudited)
NZ$000 NZ$000
Profit/(loss) for the period1,335(3,489)
Adjustments for:
Depreciation on property, plant and equipment3691
Depreciation on right of use assets139375
Amortisation of intangible assets62140
Finance income (9)(35)
Interest paid on borrowings254309
Interest paid on related party borrowings310296
Interest paid on lease liabilities33282
Share of loss from associate-125
Impairment of investment in associate-124
Gain on disposal of subsidiary(1,728)-
Non cash items included in net profit from discontinued operations66-
Loss on disposal of assets1-
Movement in deferred tax(73)151
Share based payments165270
Other non cash adjustments-1
Movements in working capital
(Increase) / decrease in receivables and other current assets38358
(Increase) / decrease in inventory(2,423)(1,138)
Increase / (decrease) in trade payables and other current liabilities2,483(7,900)
(Increase) / decrease in tax benefit(10)(474)
Movement in working capital due to disposal of subsidiary734-
Movement in trade payables and other current liabilities
relating to financing activities-6,595
Net cash received from operating activities1,758(4,219)

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


21
13. Related parties
13.1 Directors
During the period the directors of the Company were Katherine Allsopp-Smith, Evan Christian (as
alternate director for Katherine), Gregory Cross, Paul Forno (CEO), Stephen Phillips and Michael Stiassny
(Chair).
13.2 Key management personnel compensation
Key management personnel are the Directors, the Chief Executive Officer and members of the executive
leadership team.
Key management personnel compensation is set out below.


13.3 Related party transactions and balances
In the 6 months to 30 September 2025 the Group had the following transactions with related parties:
13.3.1 Katherine Allsopp-Smith (director) and Evan Christian (alternate director)
At the reporting date the Group had related party loans of $4,372,065 from Wilshire Treasury Limited (31
March 2025: $10,131,000) (refer to note 8.1 for details about the related party loans and movements in
the loan balance during the period). Wilshire Treasury Limited is ultimately jointly owned and controlled
by Katherine Allsopp-Smith and Evan Christian via E K Trust Limited. Evan Christian is the sole director of
Wilshire Treasury Limited. The Group was charged $457,000 in interest by Wilshire Treasury Limited in
the 6 months to 30 September 2025 (6 months to 30 September 2024: $296,000). Interest of $5,163 was
payable to Wilshire Treasury Limited at 30 September 2025 (31 March 2025: $nil).
Wilshire Holdings Limited is a wholly owned subsidiary of Christian Family Trust Limited. St Johns Trust
Limited is a wholly owned subsidiary of Wilshire Holdings Limited. The Group’s bank borrowing facilities
are secured by unlimited guarantees and indemnities provided by Wilshire Holdings Limited and St Johns
Trust Limited (refer note 8.1) (31 March 2025: same).
The Group had $71,875 payable to 2061 Limited Partnership (‘2061 LP’) at the reporting date for
Katherine Allsopp-Smith’s and Evan Christian’s directors fees (31 March 2025 $187,000). 2061 LP is an
entity controlled by Katherine Allsopp-Smith and Evan Christian.
30 September 2024
The Group settled an outstanding liability of $6,616,000 due to 2061 LP in April 2024.
The Group has a loan of $1,000 payable to the Te Turanga Ukaipo Charitable Trust. Katherine Allsopp-
Smith and Evan Christian are trustees of the Te Turanga Ukaipo Charitable Trust. Te Turanga Ukaipo
Charitable Trust is a substantial shareholder of Being AI. No interest is charged on this loan.
At 30 September 2024 the Group had related party payables included in trade and other payables of
$107,000 due to Wilshire Holdings Limited (‘Wilshire Holdings’) Wilshire Holdings is a wholly owned
subsidiary of Christian Family Trust Limited.
6 mths ended 6 mths ended
30 Sept 2025 30 Sept 2024
(unaudited) (unaudited)
NZ$000 NZ$000
Short term benefits - directors286315
Short term employee benefits4191,362
Share-based payments172237
8771,914

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


22
Wilshire Holdings Limited owned the school premises at Sanders Street, Auckland, that are leased by the
Group. The initial term of the lease is 20 years from March 2024 and the Group holds rights of renewal
for a further 20-year term. $318,000 was paid or payable in rent to Wilshire Holdings in the period ended
30 September 2024. As at 30 September 2024 the Group recognises $6.7 million of lease liabilities to
Wilshire Holdings Limited.
13.3.2 Greg Cross (director)
$7,475 was payable to Greg Cross at 30 September 2025 for directors fees (31 March 2025: $nil).
13.3.3 Stephen Phillips (director)
$5,622 was payable to Stephen Phillips at 30 September 2025 for directors fees (31 March 2025: $nil).
13.3.4 David McDonald (previous CEO and executive director)
30 September 2024
2384 Limited Partnership (‘2384 LP’), an entity controlled by David McDonald, held 100% of the shares in
Being Consultants prior to the reverse acquisition. As part of the reverse acquisition, 2384 LP received
200,000,000 ordinary shares in Being AI plus an entitlement to the contingent consideration, in exchange
for its shareholding in Being Consultants. The $5.6 million contingent consideration liability at the
reporting date (restated refer note 2.1) is due to 2384 LP on the achievement of the certain milestones.
13.3.5 Roger Gower (previous independent director)
30 September 2024
Roger Gower purchased 5,000 ordinary shares in the Company at $0.60 per share under the Company’s
share purchase plan in September 2024.
13.3.6 Sean Joyce (previous executive director)
30 September 2024
Sean Joyce is the sole director and shareholder of Excalibur Capital Partners Limited (‘Excalibur’).
Excalibur is a substantial product holder of Being AI.
In December 2023 the Group provided a loan of $2,000,000 to Excalibur to acquire shares in AGE
Limited. The $2,000,000 is recognised as a related party loan receivable in the Consolidated Statement of
Financial Position at 30 September 2024 (note: at 31 March 2025 the carrying value of the loan was
reduced to $1.1 million). The loan has a five-year term, is interest free and is secured over the shares
held by Excalibur.
Excalibur purchased 16,666 ordinary shares in the Company at $0.60 per share under the Company’s
share purchase plan in September 2024.
14. Contingent liabilities
The Group has provided an unconditional bank guarantee for $780,000 (31 March 2025: $780,000), to
secure the payment of charges from New Zealand Post in respect of certain mail services.
There are no contingent liabilities as at 30 September 2025 other than noted above or disclosed
elsewhere in these financial statements (31 March 2025: nil).

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


23
15. Commitments
At 30 September 2025 the Group had commitments of $75,000 for the upgrade to its ERP system
(31 March 2025: nil).
16. Events subsequent to reporting date
16.1 Agreement to sell Send Global Limited and certain other assets
The Company announced on 4 November 2025 that it had entered into a conditional sale agreement to
sell its shares in Send Global Limited and certain other assets to Wilshire Treasury Limited (‘Wilshire’).
The ‘other assets’ identified for sale in the conditional agreement:
- include all of BAI’s other rights, interests, assets and property in addition to the shares in Send
Global Limited at completion of the proposed transaction; and
- exclude all cash held by BAI, any prepayment made by BAI, any deferred tax asset or GST receivable
attributable to BAI, any bond held by a third party on behalf of BAI, and any other cash equivalents
held by BAI at the completion date.
The total consideration will be NZ$8,789,676 (subject to adjustment in accordance with the sale
agreement), which will be satisfied by:
- Wilshire assuming the outstanding loan and a trade balance owed by BAI to Send Global Limited at
completion (‘Specified Liabilities’). As at 30 September 2025, the Specified Liabilities had an
aggregate outstanding balance equal to $8,059,006;
- Wilshire offsetting the outstanding loan and trade balance owed by BAI to Wilshire at completion
(‘Wilshire Loan’) against the consideration, in full and final satisfaction of the Wilshire Loan. As at
30 September 2025, the Wilshire Loan had an aggregate outstanding balance equal to $528,670;
and
- Wilshire paying BAI a cash amount equal to $202,000.
The transaction is conditional on:
- obtaining any necessary shareholder approvals under NZX Listing Rules and Companies Act 1993;
and
- ANZ Bank, Send Global Limited’s senior lender, consenting to the proposed transaction on
acceptable terms.
Being AI will hold a special shareholder meeting on 10 December 2025 to seek shareholder approval. If
approved, the transaction is expected to settle as soon as possible, and no later than five business days
following the special meeting.
Wilshire Treasury Limited is ultimately jointly owned and controlled by Katherine Allsopp-Smith
(director) and Evan Christian (alternate director) via E K Trust Limited. Evan Christian is the sole director
of Wilshire Treasury Limited. Katherine and Evan are also both trustees of Te Turanga Ukaipo Charitable
Trust and ultimate owners of 2061 LP, which respectively hold 14.25% and 72.38% of the shares in Being
AI.
These required shareholder approvals include an ordinary resolution under NZX listing Rule 5.2
Transactions with Related Parties. Katherine and Evan and the shareholding entities associated with
them, are not permitted to vote on this ordinary resolution.

Being AI Limited
Condensed Notes to the Consolidated Financial Statements
For the six months ended 30 September 2025


24
NZ IFRS 5 Noncurrent Assets Held for Sale and Discontinued Activities requires the sale of a disposal
group, such as Send Global Limited, to be highly probable in order to be classified as held for sale. The
Board have assessed the guidance of highly probable in NZ IFRS 5 and determined that, in their
judgment, at 30 September 2025, the potential sale of Send Global Limited did not meet the criteria to
be classified as held for sale.
16.2 Increase in loan facility with Wilshire Treasury Limited
On 19 November 2025 Wilshire Treasury Limited and Being AI agreed to increase Wilshire Treasury
Limited’s existing loan facility with Being AI from $500,000 (note 8.1) to $1,100,000 to fund working
capital requirements and repay bank debt. Being AI will draw funds down from that facility as required.
Being AI has separately conditionally agreed to sell all of its shares in Send Global Limited (among other
assets) to Wilshire Treasury Limited (refer note 16.1), and part of the consideration for that sale includes
Wilshire Treasury Limited offsetting the balance of Being AI’s outstanding loan owed to Wilshire Treasury
Limited. Accordingly, any increase in the outstanding balance of the Wilshire Treasury Limited loan
facility will effectively increase the consideration paid by Wilshire Treasury Limited in connection with
the sale of Send Global.

Being AI Limited
Directory



25
Registered Office
14 Honan Place
Avondale
Auckland


Website
www.beingai.group

Share register
Computershare Investor Services Limited
159 Hurstmere Road
Takapuna
+ 64 9 488 8700


Auditor
William Buck
Level 4, 21 Queen Street
Auckland
Solicitors
Chapman Tripp
15 Customs Street West
Auckland


Bankers
ANZ Bank
23 Albert Street
Auckland
New Zealand
Board of Directors
Michael Stiassny
Independent Director and Chair


Steve Phillips
Independent Director

Paul Forno
Executive Director and Acting CEO

Greg Cross
Independent Director

Katherine Allsopp-Smith
Director

Evan Christian
Director
(Alternate to K Allsopp-Smith)