Blackpearl Group FY26 Results
BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT
28 MAY 2026
BPG FY26 Results: ARR doubles to $26.8m;
outperforms foundational AI models
Pearl Engine outperforms leading generalist AI models by 25
times on lead-finding efficiency according to benchmark*
Blackpearl Group Limited (NZX/ASX:BPG) today announces its results for the year ended 31 March
2026. The Group delivered another record result, with Annual Recurring Revenue (ARR) growing 114%
year-on-year to $26.8 million, supported by the rapid scaling of Data-as-a-Service (DaaS) at 0%
churn and a strong post-acquisition trajectory from B2B Rocket.
With the growth case proven, the Group enters FY27 pursuing ARR growth and cash conversion as
equal priorities.
FY26 Highlights
• Record $26.8m ARR, up 114% from $12.5m at 31 March 2025
• Pearl Engine benchmark: 25× more A-grade commercial records per dollar than leading
generalist AI models; 87.3% output quality versus ~70%; 5× lower cost per quality record*
• $13.7m subscription revenue, up 77% from $7.7m in FY25
• 69% gross profit margin (FY25: 67.8%); fixed-cost data supply now fully in place
• 3.5 months CAC payback, 33% improvement YoY; within Bessemer best-in-class range of
0–6 months
• $346,000 ARR per employee, up 41% from $245,000 at Q4 FY25
• Revenue churn: DaaS at 0% for the full year; SaaS at 4.9% (FY25: 5.3%)
• B2B Rocket fully integrated into the Pearl Engine ecosystem; $1.8m of annualised cost
synergies now identified for FY27
• EBITDAF loss of $15.7m
• $10.2m of one-off non-recurring costs – B2B Rocket acquisition, ASX listing, offer costs
• $9.6m cash at 31 March 2026; BNZ NZ$5m facility refinanced to March 2028; ASX dual-listing
completed November 2025
Chair commentary
Chair Tim Crown said:
“FY26 validates the thesis Blackpearl Group has been building toward for more than a decade. Vertical
AI, models trained on proprietary commercial data and tuned to specific revenue outcomes, is now
the highest-value category in enterprise technology, and Blackpearl Group sits squarely within it.
With the growth case proven at scale, the Group is rebalancing operational priorities for FY27. Whilst
ARR growth remains core, cash conversion is being raised alongside it as an equal-weighted priority.”
*Proto-GTM Bench, a third-party benchmark commissioned by Blackpearl Group across five ICP-based lead-
finding tasks. LLM identities withheld. Results preliminary. Full methodology in the FY26 Annual Report.
Rapid growth for ARR
Blackpearl Group more than doubled ARR in FY26, adding $14.3 million in net new contracted
revenue across the year, with strong growth across all four quarters (Q1 +63%, Q2 +87%, Q3 +114%,
Q4 +114% YoY).
BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT
CAC payback of 3.5 months and ARR per employee of $346,000 both improved materially and both
sit within global best-in-class ranges for the category.
DaaS scaled materially and delivered 0% revenue churn for the full year. DaaS clients embed the
Pearl Engine directly into their commercial operations, generating substantially higher contracted
revenue per client than the SaaS base and significantly improving retention metrics.
B2B Rocket, acquired in August 2025, has performed strongly through its first eight months in the
Group. Integration into the Pearl Engine ecosystem is complete, customer outcomes have improved,
and $1.8m of annualised cost synergies have been identified for FY27. The acquisition is tracking
ahead of the case modelled at the time of purchase.
Pearl Engine – The benchmark
The Pearl Engine is Blackpearl Group’s core asset: a vertically specific AI model trained on more than
a decade of real commercial outcomes, processing 31 billion data signals daily from more than 330
data partners.
Blackpearl recently commissioned Proto-GTM Bench for a benchmark of the Pearl Engine against
two leading generalist AI models on five commercial go-to-market tasks. The Pearl Engine produced
25 times more A-grade commercial records per dollar than the generalist models tested, at 5 times
lower cost per quality record, and with an 18-percentage-point output quality advantage. Refer to the
FY26 Annual Report for full methodology.
Financial performance
Subscription revenue of $13.7 million grew 77% year-on-year. The gap between contracted ARR
($26.8m) and recognised revenue ($13.7m) reflects FY26-specific timing differences: typical SaaS
revenue recognition lag in a fast-growing customer base, 90-day DaaS ramp pricing terms during the
growth phase, and B2B Rocket contributing only a partial year of recognised revenue post-
acquisition. Recognised revenue is expected to start to track more closely with contracted ARR
through FY27 as commercial settings are recalibrated.
Gross margin strengthened to 69% in FY26 as the crossover between variable and fixed data supply
agreements was completed. With the fixed-cost structure now in place, cost will not scale with
revenue, which is the primary driver of margin expansion expected in FY27 and beyond.
EBITDAF loss of $15.7 million for FY26 reflects continued investment in Pearl Engine development, the
rollout of Bebop, growth-stage operating costs and temporary operating costs for B2B Rocket pre-
optimisation. Operating leverage is expected to strengthen materially through FY27.
Capital and balance sheet
The Group ended FY26 with $9.6 million in cash. Capital raised during the year broadened the
institutional shareholder base, including new Australia-based institutions, and funded the B2B Rocket
acquisition, platform investment, and the ASX listing.
In April 2026, the Group refinanced its NZ$5 million BNZ debt facility to March 2028. This facility now
provides committed non-dilutive funding through to FY28.
Enabling FY27 – the path to cash
With the growth model validated, ARR growth remains a core objective alongside cash conversion as
an equal-weighted priority. Where the two are in tension, the choices that bring cash forward will be
preferred. Five operational levers are being executed:
• Shorter ramp cycles. Reducing the 90-day DaaS ramp accelerates the conversion of
contracted ARR to recognised revenue.
• Tighter customer profiles. More disciplined ICP criteria improve customer quality, reduce
churn, lower cost-to-serve, and increase lifetime value.
• Post-acquisition cost optimisation. Permanent cost reductions from rationalising structural
duplicates created by the B2B Rocket integration.
BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT
• Improved cash collection. Back-office process improvements across billing, invoicing, and
accounts receivable.
• Fixed-cost infrastructure leverage. As revenue scales against the fixed data supply cost
base, gross margin expands mechanically.
Each lever was piloted and validated in H2 FY26.
CEO commentary
CEO Nick Lissette said:
“FY26 was the year the Pearl Engine was proven at scale. 114% ARR growth, 0% DaaS churn, and the
third-party benchmark performance all reflect the same underlying fact: our vertical AI model delivers
commercial outcomes that generalist approaches cannot replicate.
“This shows the Pearl Engine itself is the real value in this Group. It processes 31 billion signals daily,
has been trained on real commercial outcomes across thousands of customers, and the gap between
it and generalist AI on revenue-generating tasks is structural, not marginal. FY27 is about converting
what we have built into durable returns.
“We have an impressive track record of hitting our targets. Our $30 million ARR milestone is inevitable
in the near term, and $50 million remains our medium-term target.”
Outlook
Blackpearl Group enters FY27 with a strengthened balance sheet, a broadened institutional investor
base across NZX and ASX, and a validated venture model. The near-term focus is converting
contracted ARR into recognised revenue, deepening unit economics, and accelerating ARR and cash
generation.
ENDS
Results presentation and conference call
Blackpearl Group will host an investor webinar today, Thursday 28 May 2026, at 12.30pm NZST
(10.30am AEST), following the release of its full-year result earlier today. Chief Executive Officer Nick
Lissette, Interim Chief Financial Officer Karen Cargill, and Chief Technology Officer Sam Daish will
present the result and take questions live.
Register for the webinar here:
https://us02web.zoom.us/webinar/register/WN_xJd4nTtrTPiMXOdvZB6u2A
Questions can be submitted ahead of the event to simon@nwrcommunications.com.au, or via the
Q&A function in Zoom during the webinar.
Contact
Released for and on behalf of BPG by Karen Cargill, Chief Governance Officer and Interim CFO.
For further information, please contact:
Karen.cargill@blackpearl.com | +64 21 135 5183
About Blackpearl Group
Blackpearl Group (BPG) is a market-leading data technology company that pioneers AI-driven sales
and marketing solutions for the US market.
Founded in 2012, BPG is based in Wellington, New Zealand, and Phoenix, Arizona.
Blackpearl.com
---
INVESTOR PRESENTATION – MAY 2026
FY26 Result
Presentation
→ FINANCIAL PERFORMANCE FOR Y/E
31 MARCH 2026
→ The Pearl Engine is our moat - 25x the efficiency.
→ DaaS is the step change - 0% churn in FY26.
→ Compounding ARR growth - 114% YoY growth.
→ All growth unit economics improving at scale.
INVESTOR RELATIONS
BLACKPEARL GROUP
MAY 2026
PAGE 2
KEY MESSAGES
RECORD GROWTH
$26.8m ARR
The Group's strongest result on record, adding $14.3 million in net new contracted
revenue across FY26.
↑ 114% year-on-year
PEARL ENGINE VALIDATION
25x better
Commissioned benchmark: Pearl Engine produces 25 times more A-grade commercial
records per dollar than leading frontier AI models on go-to-market tasks.
→ B2B Rocket accelerated after integration
SOURCE: PROTO-GTM BENCH, A THIRD-PARTY BENCHMARK ACROSS FIVE ICP-BASED LEAD-FINDING TASKS. LLM
OUTPUTS EXPRESSED RELATIVE TO PEARL ENGINE BASELINE OF 100. RESULTS PRELIMINARY.
31 MAR 2026
Improving Across Every Growth Metric
INVESTOR RELATIONS
FINANCIAL
PERFORMANCE FOR
Y/E 31 MARCH 2026
1 APR 2025
CAC PAYBACK PERIOD
3.5 mo
PAGE 3
ARR PER EMPLOYEE
$346k
BLACKPEARL GROUP
MAY 2026
SAAS REVENUE CHURN
4.9%
DAAS REVENUE CHURN
0%
ANNUAL RECURRING REVENUE
$26.8m
As of 31 March 2026. Record full-year result.
↑ 114% year-on-year
PEARL ENGINE VS GENERALIST AI
25×
SUBSCRIPTION REVENUE
$13.7m
GROSS PROFIT MARGIN
69%
Best-in-class range: 0–6 months (Bessemer).
↓ 33% year-on-year
Primary indicator of operating leverage.
↑ 41% year-on-year
Ideal Customer Profile (ICP) discipline driving
sustained improvement.
↓ from 5.3% Q4 FY25
Sticky revenue stream validated.
Full financial year
As of 31 March 2026.
↑ more A-grade records per dollar
For FY26. Growing as ARR base matures.
↑ 77% year-on-year
On track to expand as revenue scales.
↑ from 67.8% in FY25
Compounding Advantage
BLACKPEARL GROUP
PAGE 4
INVESTOR RELATIONSMAY 2026
Record Organic
Growth
DELIVERING ON OUR STRATEGY
INVESTOR RELATIONS
BLACKPEARL GROUP
MAY 2026
PAGE 5
OrganicAcquired
Q1 FY22
Q2 FY22
Q3 FY22
Q4 FY22
Q1 FY23
Q2 FY23
Q3 FY23
Q4 FY23
Q1 FY24
Q2 FY24
Q3 FY24
Q4 FY24
Q1 FY25
Q2 FY25
Q3 FY25
Q4 FY25
Q1 FY26
Q2 FY26
Q3 FY26
Q4 FY26
$0
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
QUARTER, FY
TOTAL ARR (NZD)
FY26 QUARTERLY ARR
Q1 FY26 - 30 Jun 2025
$14.0m+63% YoY
Q2 FY26 - 30 Sep 2025
$19.5m+87% YoY
Q3 FY26 - 31 Dec 2025
$23.7m+114% YoY
Q4 FY26 - 31 Mar 2026
$26.8m+114% YoY
The Group grew ARR by $14.3 million across
FY26, reaching $26.8 million - 114% year-on-year.
New Old Stamp
Acquired May 2023
B2B Rocket
Acquired Aug 2025
ARR GROWTH
THE INVESTMENT CASE
INVESTOR RELATIONS
BLACKPEARL GROUP
The Pearl Engine
is the moat.
THE BENCHMARK*
25x more A-grade
records per dollar.
The Pearl Engine is not a wrapper on a general-purpose
model. It is a purpose-built system trained on real sales and
marketing outcomes across thousands of customers and
tens of thousands of campaigns - learning which specific
combinations of signals produce revenue for specific
businesses at specific moments.
In FY26, we benchmarked the Pearl Engine against two
leading frontier LLMs on the task that defines the category:
producing actionable, sales-ready contact data a go-to-
market team can actually use.
PAGE 6
MAY 2026
THE STANDOUT NUMBERS
25x
More A-grade records per dollar
5x
Cheaper per quality record
+18
Percentage points - output quality
MOAT: ONE
Data
MOAT: TWO
Model
SOURCE: PROTO-GTM BENCH, A THIRD-PARTY BENCHMARK ACROSS FIVE ICP-BASED LEAD-FINDING TASKS. LLM
OUTPUTS EXPRESSED RELATIVE TO PEARL ENGINE BASELINE OF 100. RESULTS PRELIMINARY.
DAAS SHOWCASE
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 7
MAY 2026
H2 FY25H1 FY26H2 FY26
$0
$2,000,000
$4,000,000
$6,000,000
$8,000,000
$10,000,000
DATA AS A SERVICE ARR - INCEPTION TO Y/E
TOTAL ARR (NZD)
DaaS. The Model
Monetised.
DaaS represents a structural evolution in how
Blackpearl monetises the Pearl Engine. Rather than
accessing the model through software, DaaS clients
embed Pearl Engine intelligence directly into their
core revenue-generating operations.
The result: the deepest integration in the portfolio -
and the strongest retention profile. When the Pearl
Engine is embedded in a client's commercial
operations, switching carries significant cost.
DAAS REVENUE CHURN
0%
Full financial year FY26
ARR FROM DAAS
37%
Scaling as a share of the mix.
WHY DAAS MATTERS TO THE INVESTMENT CASE
Zero churn compounds. A DaaS client retained is a client that
improves the Pearl Engine's training data next quarter. High-value,
sticky, and self-reinforcing
$
$4
$6
$8
$10
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 8
MAY 2026
NET NEW ARPU — SINCE PEARL ENGINE INTEGRATION
Returning Value
TOTAL ARR (NZD)
B2B Rocket was acquired in August 2025 and fully
integrated into the Pearl Engine ecosystem during
H2 FY26.
The integration connected B2B Rocket's outbound
automation capability directly to the Pearl Engine's
buyer identification intelligence. This improved lead
quality for customers and enriching model training
data flowing back into the engine.
PEARL ENGINE INTEGRATION — ALREADY WORKING
Since integration in H2 FY26, Pearl Engine buyer intelligence has
materially improved B2B Rocket's lead quality - reflected in the
ARPU growth above. The model improves with every campaign.
CAC PAYBACK PERIOD - SINCE INTEGRATION
ANNUALISED FY27 SAVINGS
$1.8m
Identified from integration
rationalisation
INTEGRATION PAYBACK
3.6x
On $0.5m integration cost
Best-in-class: 0-6months
0 mo12 mo6 mo
3.5 mo
Sep 25Oct 25Nov 25Dec 25Jan 26Feb 26Mar 26
0
500
1,000
1,500
2,000
MONTH, YEAR
SOURCE: BEST-IN-CLASS RANGE FOR CAC PAYBACK PERIOD (BESSEMERE, 2025)
FY26 Financial Result.
BLACKPEARL GROUP
PAGE 9
MAY 2026INVESTOR RELATIONS
DEPLOYED CAPITAL
INVESTOR RELATIONS
BLACKPEARL GROUP
FIVE LEVERS — FY27 EXECUTION
PAGE 10
MAY 2026
Cost OptimisationCash Acceleration
The $10.2 million in one-off non-recurring costs in FY26
are now behind us. The current cost base is improving
through integration rationalisation and fixed-cost
infrastructure leverage.
FY27 commercial settings have been recalibrated to bring
cash forward. Five specific levers are now in motion - each
directly converting contracted ARR into recognised revenue
and cash.
One-off structural costs$3.2m
Offer costs / capital raise$2.0m
ASX dual-listing & associated costs$1.2m
B2B Rocket acquisition$7.0m
B2B Rocket purchase price$6.7m
B2B Rocket acquisition costs$0.3m
Total one-off structural costs
$10.2m
NON-RECCURING
NON-RECCURING
SHORTER RAMP CYCLES
TIGHTER CUSTOMER PROFILES
POST-ACQUISITION COST OPTIMISATION
IMPROVED CASH COLLECTION
FIXED-COST INFRASTRUCTURE LEVERAGE
1.
2.
3.
4.
5.
Further details on each lever can be found the FY26 Annual Report.
Sub Rev Annualised
Q1 FY24
Q2 FY24
Q3 FY24
Q4 FY24
Q1 FY25
Q2 FY25
Q3 FY25
Q4 FY25
Q1 FY26
Q2 FY26
Q3 FY26
Q4 FY26
0
5
10
15
20
25
30
QUARTER, FY
Subscription
Revenue
Subscription revenue grew 77% year-on-year to
$13.7 million, supported by strong ARR growth and
an expanding contracted customer base.
FINANCIAL COMMENTARY
INVESTOR RELATIONS
PAGE 11
MAY 2026
HOW WE WILL ADDRESS THE GAP IN FY27
As ARR continues to grow, the inherent timing lag
between contracted ARR and recognised
revenue is expected to narrow as a result of
compressed ramp cycles and maturing B2B
Rocket contribution.
SUBSCRIPTION REVENUE VS ARR
SUB REV ANNUALISED (NZD MILLIONS)
Sub Rev AnnualisedARR
FINANCIAL COMMENTARY
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 12
MAY 2026
0%2%4%6%8%
Q1 FY25
Q2 FY25
Q3 FY25
Q4 FY25
Q1 FY26
Q2 FY26
Q3 FY26
Q4 FY26
QUARTER, FY
SAAS REVENUE CHURN
SaaS churn continued its positive trend
(decrease) in Q4, driven by tighter ICP alignment
and the shift toward higher-value customer
segments.
As SaaS ICP discipline tightens and average
contract values increase, churn is expected to
remain at or below current levels.
DaaS currently has zero churn, and is becoming
becomes a higher proportion of revenue.
DaaS delivered zero revenue churn for FY26.
Demonstrates the depth of integration the Pearl
Engine creates when embedded in client
commercial operations.
Churn
Analysis
SAAS REVENUE CHURN
4.9%
ICP discipline driving sustained improvement.
↓ from 5.3% Q4 FY25
DAAS REVENUE CHURN
0%
Sticky revenue stream validated.
Full financial year
Gross margin improved to 69% in FY26, recovering
from the temporary compression in HY26 caused by
the crossover period between variable and fixed data
supply agreements. The crossover is now complete.
The Group's data s upply agreement is now a fixed
annual cost. As revenue scales, the cost base does
not. This creates automatic gross margin
improvement and is the primary driver of margin
expansion expected in FY27 and beyond.
GROSS PROFIT MARGIN
H1 FY25FY25H1 FY26FY26
46%
48%
50%
52%
54%
56%
58%
60%
62%
64%
66%
68%
70%
72%
74%
FINANCIAL COMMENTARY
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 13
MAY 2026
Gross Margin
HALF, FY
GROSS PROFIT MARGIN FOR QUARTER
Fixing Data Agreements
GM Expansion
Begins
FY25
68%
HY26
67%
FY26
69%
Crossover periodFixed cost now in place
FINANCIAL COMMENTARY
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 14
MAY 2026
Underlying operating expenses as a percentage of
revenue improved from 174% to 171% as personnel
and admin costs scaled below revenue growth.
Deliberate investment in marketing, the Pearl Engine,
and platform costs drove the increase in operating
expenses. One-off costs from the B2B Rocket
integration and ASX listing added to the overall
increase but will not recur. Further improvement is
expected in FY27 as integration synergies flow
through.
Operating
Expenses
TotalDecreaseIncreaseOne-off
FY25
Personnel Expenses
Administrative Expenses
Operating Expenses
FY26
140%
150%
160%
170%
180%
190%
PERSONNEL, OPERATING & ADMIN EXPENSES AS A
PERCENTAGE OF REVENUE
FINANCIAL COMMENTARY
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 15
MAY 2026
ARR per employee grew 41% year-on-year to $346,000
at Q4 FY26, up from $245,000 at Q4 FY25. This metric
measures the revenue productivity of the Group's
headcount and is the primary indicator of operating
leverage.
Growth reflects disciplined hiring across all ventures -
expanding headcount only where revenue maturity
supports it. As integration across the platform deepens
and the post-acquisition rationalisation completes, this
metric is expected to strengthen further in FY27.
ARR per
Employee
Q1 FY25Q2 FY25Q3 FY25Q4 FY25Q1 FY26Q2 FY26Q3 FY26Q4 FY26
$0
$50,000
$100,000
$150,000
$200,000
$250,000
$300,000
$350,000
QUARTER, FY
TOTAL ARR (NZD)
ARR PER EMPLOYEE AT QUARTER END
Q4 FY25
$245k
Q4 FY26
$346k
NZD $'000 · As at 31 MarchFY25HY26FY26
Assets
Cash & equivalents6,7738,9539,592
Goodwill & intangibles4,62322,15422,467
Other assets1,8192,1473,452
Total assets13,21533,25435,511
Liabilities
Trade & other payables1,7062,5672,115
Loans & borrowings1,2705,2695,263
Other liabilities1,5809,74210,203
Total liabilities4,55617,57817,581
Equity
Equity attributable to owners8,65915,67617,398
Net tangible assets8,65915,67617,930
FINANCIAL COMMENTARY
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 16
MAY 2026
The Group ended FY26 with $9.6 million in cash and
access to a refinanced $5 million BNZ facility
extending to March 2028. The two capital raises
totalling $26.9 million broadened the institutional
shareholder base, including new Australian-based
investors, and provided the capital to fund the B2B
Rock et acquisition, platform investment, and ASX
lis ting costs.
The Group's goodwill balance reflects the B2B
Rocket acquisition ($12.6m) and the Newoldstamp
acquisition ($2.9m), both integrated into the shared
data ecosystem.
Balance Sheet
BALANCE SHEET SUMMARY
BNZ FACILITY
$5m
Extended to March 2028
Our Technology.
BLACKPEARL GROUP
PAGE 17
MAY 2026INVESTOR RELATIONS
THE AI ECONOMY
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 18
MAY 2026
Vertical integration
through the AI stack
THE AI STACK — BPG'S VERTICAL
Roughly $600 billion¹ has been committed to AI
infrastructure - semiconductors, data centres,
foundation models. The capability is extraordinary.
But for most of the 36 million SMBs² in the United
States, a clear commercial pathway from that
infrastructure to revenue outcomes does not yet
exist.
¹ STANFORD UNIVERSITY HUMAN-CENTERED ARTIFICIAL INTELLIGENCE, AI INDEX REPORT 2026.
² US SMALL BUSINESS ADMINISTRATION, SMALL BUSINESS PROFILE: UNITED STATES, 2025.
Blackpearl Group is vertically integrated
through the top five layers of this economy -
spec ific to its domain expertise in revenue
creation for sales and marketing.
REVENUE OUTCOMES
APPLICATIONS + AGENTS
DOMAIN-SPECIFIC MODELS
FOUNDATIONAL MODELS
36M US SMBs
MARKETING · SALES · ACCOUNT ·MGMT
AUGMENTED LLM
PEARL DIVER · B2B ROCKET · BEBOP · DAAS
CHIPS
DATA
DATA CENTRES
COMPANY DATA · SIGNALS · OUTCOME DATA ↩
INFRASTRUCTURE LAYER — NOT BPG
INFRASTRUCTURE LAYER — NOT BPG
+
VS
+
Generalist Foundational ModelsDomain-Specific Models
Wide coverage · broad capability · general
reasoning
Narrow focus · high performance in specific
area · optimised for outcomes
Shallow / unreliable in specialist domains
Purpose-built for specific outcomes - deeply
reliable within domain
Continuing frontier development · high general
accessibility
Grounded in specific outcomes · ongoing RL
with real commercial feedback loops
THE CASE FOR VERTICAL AI
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 19
MAY 2026
MOAT: ONE
Data
MOAT: TWO
Model
High volume of relevant and useful data.
Results data that is normalised to power reinforcement
learning.
Gen eralist Foundational Models
Gen eralist Foundational Models
METRIC
PEARL ENGINE
BASELINE
LLM ALLM B
RELATIVE
POSITION
Raw records
produced
1002712
3.7x vs A / 8.6x vs
B
Usable records100113
9.4x vs A / 30.0x
vs B
A-grade records10043
24.7x vs A / 31.6x
vs B
Average adjusted
quality
87.30%69.30%70.30%
+18.0 pts vs A /
+17.0 pts vs B
Cost per quality-
record
0.71 cents3.41 cents3.72 cents
5.3x cheaper on
cost/QRE
THE BENCHMARK
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 20
MAY 2026
Pearl Engine vs
Leading LLMs
The same lead-finding challenge was run through the
Pearl Engine and two leading frontier agentic models -
each with full access to web search, browser and
terminal tools - across five ide al customer profiles
representing real commercial markets.
PROTO-GTM BENCH
Blackpearl's first step toward an industry standard for measuring
go-to-market AI on what matters: lead quality, buyer fit, and GTM
retrieval intelligence. Without clear benchmarks, buyers compare
demos rather than outcomes.
THREE NUMBERS THAT SUMMARISE THE GAP
25x
More A-grade records per dollar
5x
Cheaper per quality record
+18
Percentage points - output quality
vs the leading frontier agentic model on equivalent GTM tasks.
0.71¢ vs 3.41¢ and 3.72¢. Better output at lower cost, not a
trade-off.
87.3% vs ~70% for generalist models. Vertical training on
commercial outcomes.
SOURCE: PROTO-GTM BENCH, A THIRD-PARTY BENCHMARK ACROSS FIVE ICP-BASED LEAD-FINDING TASKS. LLM
OUTPUTS EXPRESSED RELATIVE TO PEARL ENGINE BASELINE OF 100. RESULTS PRELIMINARY.
Looking Forward.
BLACKPEARL GROUP
PAGE 21
MAY 2026INVESTOR RELATIONS
1M ARR
Growth Horizons
OUTLOOK
INVESTOR RELATIONS
PAGE 22
ANNUAL RECURRING REVENUE
ADDITIONAL PRODUCT RELEASES
STRATEGIC ACQUISITIONS
10M ARR
20M ARR
50M ARR
$26.8M ARR
AS OF 31 MARCH 2026
$30m ARR milestone is fast approaching - ahead of
internal expectations. Clear path to $50m ARR.
FY27 focus: tighter cohorts, shorter ramp cycles, and
converting ARR growth into durable cash returns.
DaaS validated as a zero-churn, compounding revenue
stream and core driver of scale.
Pearl Engine ingesting 31bn+ sales and marketing
signals daily - competitive moat deepening.
Well-positioned for durable growth into FY27 and
beyond.
3 - 5 YEARS
PD | BB | B2BR | BPM | NOS | DAAS (WHOLESALE)
MAY 2026
BLACKPEARL GROUP
Thank YouAd Astra
BLACKPEARL GROUP
PAGE 23
INVESTOR RELATIONSMAY 2026
BLACKPEARL GROUP
PAGE 24
INVESTOR RELATIONS
Q&A
MAY 2026
INVESTOR RELATIONS
PAGE 25
MAY 2026
BLACKPEARL GROUP
Disclaimer
This presentation has been prepared by Black Pearl Group Limited (Blackpearl). All information is
current at the date of this presentation unless otherwise stated. All currency amounts are in NZD
unless otherwise stated.
The information in this presentation is for general information purposes only, and does not
constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of
securities in Blackpearl for the purposes of the Financial Markets Conduct Act 2013 or otherwise,
or constitute legal, financial, tax, financial product, or investment advice.
This presentation should be read in conjunction with, and is subject to Blackpearl’s Financial
Statements and Annual Report, market releases and information published on Blackpearl’s
website - www.blackpearl.com.
This presentation includes forward looking statements about Blackpearl and the environment in
which Blackpearl operates, which are subject to uncertainties and elements outside of
Blackpearl’s control – Blackpearl’s actual results or performance may differ materially from these
statements. Blackpearl gives no warranty or representation as to its future financial performance
or any future matter.
This presentation may include statements relating to past performance, which should not be
regarded as a reliable indicator for future performance. This presentation may include information
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While reasonable care has been taken in compiling this presentation, none of Blackpearl nor its
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The information provided by Blackpearl in this communication includes forward-looking financial
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other information available to Blackpearl. However, it is important to note that actual outcomes
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Blackpearl does not guarantee the accuracy or completeness of these scenarios. Recipients of
this information are cautioned not to place undue reliance on these forward-looking statements,
as Blackpearl cannot predict with certainty what will ultimately transpire.
---
BLACK PEARL GROUP FY26 ANNUAL REPORT
COMPOUNDING INTELLIGENCE
ANNUAL REPORTBLACKPEARL GROUPPAGE 02FY 2026
Welcome to Blackpearl Group's Annual Report for
the Financial Year Ended 31 March 2026. Titled "The
Compounding Intelligence," this report reflects a year
in which the foundations we have built over more than
a decade began to demonstrate their full potential.
The AI economy is reshaping how businesses grow.
Roughly $600 billion has been committed globally
to foundation models and AI infrastructure. But for
the 36 million small and medium-sized businesses
in the United States, that capability still lacks a clear
commercial pathway. Blackpearl Group is that pathway:
vertically integrated across the top five layers of the AI
economy, purpose-built for revenue creation in sales,
marketing and account management.
In FY26, we more than doubled Annual Recurring
Revenue to $26.8 million - 114% year-on-year growth
and the Group's strongest result on record. We acquired
and integrated B2B Rocket, completed a dual-listing
on the ASX, and commissioned a 3rd party benchmark
that confirmed what our commercial results have long
indicated: the Pearl Engine produces 25 times more
A-grade sales records per dollar than leading frontier
AI models. The compounding advantage is not a thesis.
It is a measured, verifiable fact.
Ad Astra — to the stars.
PAGE 04FY 2026ANNUAL REPORTBLACKPEARL GROUP
06 Letter from the Chair
08 Letter from the CEO
09 Who We Are
11 FY26 Highlights
13 The Pearl Engine
19 How We Performed
25 The AI Economy
29 Future Outlook
31 Our Ventures
35 Our Board
37 Our Executive Team
39 Corporate Governance Statement
57 Additional Statutory Information
65 Consolidated Financial Statements
Contents
PAGE 06FY 2026ANNUAL REPORTBLACKPEARL GROUP
Dear Shareholders,
The AI revolution is fully underway, affecting organisations large
and small, this is something I have been watching closely for over
a decade, first with AI/ML models across big data and now with
large scale LLM’s.
In the realm of AI models, ‘Vertical AI’ has emerged as the
area where, pound for pound, the most significant defensible
revenue generation is occurring. Vertical AI models are trained
on proprietary domain data, refined through real commercial
outcomes, and embedded so deeply in customer workflows that
they compound with every use.
These are companies that take the raw capability of foundation
models and wrap it in deep domain expertise, proprietary
workflows, and embedded customer success. They do not
compete with the large model providers. They sit alongside
them, solving specific commercial problems with a precision
and cost efficiency that generalist approaches cannot match.
Capital markets are recognising this pattern. Vertically specific
AI companies across legal, healthcare, voice, and customer
service are attracting some of the highest valuations in enterprise
technology - not because of their revenue alone, but because
of the compounding model assets they are building beneath the
surface.
Blackpearl Group has been building exactly this for over a decade.
Long before “vertical AI” had a name, Blackpearl Group was
investing in the architecture that defines the category: a
proprietary data infrastructure processing billions of signals daily,
a model trained on real commercial outcomes across thousands
of customers, and a reinforcement learning loop that makes
that model more accurate with every campaign it processes.
More than NZ$25 million and more than ten years of continuous
investment have produced the Pearl Engine - a vertically-specific
AI model for sales and marketing, purpose-built to solve one of
the most commercially important problems in business: finding
the genuine buyers for a given product or service at the moment
they are ready to transact.
Letter from
the Chair
This is not a company that has pivoted to AI. This is a company
whose founding thesis is now being validated by the market
- most visible evidence being Blackpearl’s recurring revenue
growing 114% year-on-year to $26.8 million.
The compounding advantage of the Pearl Engine grows stronger
every quarter. Every campaign run through our applications
generates outcome data that refines the model. Every customer
that renews confirms the model’s value. Every new data source
enriches the signal set that the model draws from. The dual moat
- proprietary data at scale and an outcome-tuned model - widens
with use.
We are incredibly excited by the market we’re in, the opportunities
we’ve created for ourselves, and what the future has in store for
Blackpearl Group.
Thank you for your support.
TIM CROWN
CHAIRMAN, BLACKPEARL GROUP
PAGE 08FY 2026ANNUAL REPORTBLACKPEARL GROUP
Dear Shareholders,
FY26 delivered two things that matter. The first is revenue growth
at a scale that exceeded external expectations. The second is
measurable proof that the Pearl Engine - our vertically-specific AI
model for sales and marketing - materially outperforms generalist
alternatives.
Annual recurring revenue grew 114% year-on-year to $26.8 million.
Subscription revenue grew 77% to $13.7 million. Our CAC payback
period - the time it takes to recover the fully loaded cost of acquiring
a new customer - improved to 3.5 months by the end of Q4, a 33%
improvement year-on-year and firmly in the best-in-class bracket for
our category.
These are strong results by any measure. But I want to be direct
about what they represent.
Customers buy from Blackpearl Group because the Pearl Engine
delivers better commercial outcomes than the alternatives. The logic
is straightforward: if our proprietary models work well, customers
succeed. If customers succeed, they stay and grow. If they stay and
grow, ARR compounds. Said differently, our ARR growth stems from
the effectiveness of our technology.
This year we were able to benchmark the Pearl Engine directly
against leading generalist AI models on producing actionable, sales-
ready contact data that a go-to-market team can actually use.
The Pearl Engine produced approximately 25 times more usable
sales and marketing contacts per dollar spent than the generalist
models tested. It generated roughly 10 times the volume of usable
contact data, at approximately one-tenth the cost per contact, with
materially higher data quality across every metric measured.
This is not a marginal improvement. It is the difference between
making sales and not making sales, and it exists because the
Pearl Engine has been trained over more than a decade on real
commercial outcomes - not general internet data. It knows which
combinations of signals produce revenue for specific types of
businesses at specific moments.
The benchmark confirms what our customer growth has been
demonstrating: vertical-specific AI, trained on proprietary outcome
data, delivers results that generalist approaches cannot replicate at
comparable cost.
Letter from
the CEO
I want to be clear about what this company has built, because
the way we have historically described ourselves understates it.
Fortunately, the market has now created the category which we
firmly align with.
Blackpearl Group is a ‘vertical AI’ company. The Pearl Engine is our core
asset. It processes 31 billion data signals daily across more than 330
sources and is trained specifically to solve one commercial problem:
finding the genuine buyers for a given product or service at the moment
they are ready to transact, and doing so at a cost and speed that
generalist approaches cannot match.
Our three applications - Pearl Diver, B2B Rocket, and Bebop - are the
infrastructure that trains the model, the proof that the model works,
and are standalone revenue generators. They are important. But
the enterprise value of this company sits in the Pearl Engine itself,
and in the dual moat that protects it: proprietary data at a scale
that took a decade and more than NZ$25 million to build, and an
outcome-tuned model that improves with every customer campaign
it processes.
We are incredibly excited by the market we are in and the position
we have built. FY26 proved the model works. FY27 is about showing
what that model can return.
Ad Astra.
NICK LISSETTE
CEO, BLACKPEARL GROUP
ANNUAL REPORTBLACKPEARL GROUPPAGE 10FY 2026
Who we are
Blackpearl Group is a AI technology company.
Our core asset is the Pearl Engine. The Pearl Engine is
powered by our proprietary vertical AI models solving
one of the most commercially important problems in
business: finding genuine buyers for a given product
or service at the moment they are ready to transact.
It does so at a cost and speed that generalist
approaches cannot match.
We serve the US small and medium-sized business
market: more than 36¹ million businesses that are
increasingly unable to rely on broad digital advertising
and third-party data to reach genuine buyers.
Our three ventures - Pearl Diver, B2B Rocket, and
Bebop - each serve a distinct segment of this market.
Together, they generate the outcome data that
continuously trains and improves the Pearl Engine.
That intelligence is accessible through our direct
applications, via partners, APIs, and MCPs - collectively
known as Data as a Service (DaaS).
1
US Small Business Administration, Small Business Profile: United States, 2025.
OUR PURPOSE
Empowering business by transforming
data into revenue.
OUR MISSION
To break big tech’s stranglehold on
the lifeblood of business, democratising
data for small-to-medium businesses,
and creating motivating opportunities
ANNUAL REPORTBLACKPEARL GROUPPAGE 12FY 2026
$13.7m
SUBSCRIPTION
REVENUE
↑ 77% year-on-year
69%
GROSS PROFIT MARGIN
Recovering and on
track to expand
3.5mo
CAC PAYBACK PERIOD
↓ 33% year-on-year;
best-in-class range
$346k
ARR PER EMPLOYEE
↑ 41% year-on-year
4.9%
SAAS REVENUE CHURN
Improved from 5.3%
in Q4 FY25
0%
DAAS REVENUE CHURN
Full year; Sticky revenue
stream validated.
$9.6m
CASH BALANCE
At 31 March 2026
$26.8m
ANNUAL RECURRING
REVENUE
↑ 114% year-on-year
FY26 HIGHLIGHTS: Year ended 31 March 2026
Figures are in NZD unless otherwise stated · PPT denotes percentage points · 25× benchmark based on 3rd party analysis comparing
Pearl Engine output against leading generalist LLM providers on equivalent tasks - see ‘The AI Economy’ section for methodology.
114%
ANNUAL RECURRING REVENUE GROWTH
ARR reached $26.8m at 31 March
2026, up from $12.5m in FY25.
The strongest full-year result in
the Group’s history.
25x
PEARL ENGINE VS GENERALIST AI
25 times more A-grade sales
records per dollar than leading
generalist models. Vertical
AI, purpose-built for revenue
outcomes.
ANNUAL REPORTBLACKPEARL GROUPPAGE 14FY 2026
R=ƒ(V×Q×S×T)
REVENUE OUTCOME =
(VOLUME × QUALITY × SUPPLY-SIDE ICP
× TEMPORAL ALIGNMENT)
THE PEARL ENGINE
Finding the right
buyer, at the right
moment.
Blackpearl’s core asset is the Pearl Engine - technology that solves one of the most
commercially important problems in business: finding genuine buyers for a given
product or service at the moment they are ready to transact.
It does through finding and ingesting over 31 billion data signals every day from more
than 330 first- and second-party sources. Data includes firmographic data, real-time
buyer intent, website visitor identification, email engagement, advertising interaction,
and proprietary data partnerships.
The data is then processed on an individual customer basis by the Pearl Engine’s
proprietary vertical AI models. Vertical AI models like the Pearl Engine take foundation
models and wrap them in deep domain expertise, proprietary workflows, and
embedded customer success - building durable, high-margin businesses that sit
alongside OpenAI and Anthropic rather than competing with them.
This combination of unique data and analysis creates stronger revenue-generating
opportunities at a lower cost than alternative approaches or foundational models can
achieve.
THE OUTCOME EQUATION
The Pearl Engine’s models are trained around a single objective: optimising for
revenue. The simplified function that governs this is internally known as the Outcome
Equation - it identifies real-time coherence between a genuine buyer and the right
seller, at the right moment.
V
VOLUME
The breadth and depth of
data coverage across the
addressable market. BPG
processes 31 billion signals
daily from 330+ sources.
S
SUPPLY-SIDE ICP
Whether the seller’s offering is
a genuine match for the buyer,
based on real conversion
data rather than assumed
demographics.
Q
QUALITY
The accuracy, freshness, and
completeness of data. B2B
data decays at approximately
3% per month. The Pearl
Engine refreshes daily.
T
TEMPORAL ALIGNMENT
Whether all factors are valid
at the precise moment of
execution. The Pearl Engine
recalculates continuously
across 31 billion signals every
24 hours.
Each factor is necessary. None is sufficient alone. The Pearl Engine is the function that optimises across all four,
continuously, at the scale of 31 billion signals refreshed every 24 hours.
ANNUAL REPORTBLACKPEARL GROUPPAGE 16FY 2026
OUR APPLICATIONS: The key to our strategic advantage THE DUAL MOAT: Competitive defensibility
Our three applications, Pearl Diver, B2B Rocket, and Bebop,
have value far greater than the revenue they generate.
The Pearl Engine’s competitive defensibility rests on two reinforcing
moats. Both matter - but the second is the deeper and more
durable advantage.
i
TRAINING INFRASTRUCTURE
Customer use generates the outcome data that trains
and improves the Pearl Engine. Pearl Diver produces
audience identification and conversion data. B2B Rocket
produces outreach effectiveness data. Bebop produces
conversation-to-conversion data. Together, they provide
full-funnel reinforcement.
ii
PROOF OF MODEL QUALITY
Revenue growth is direct evidence that the model works.
114% ARR growth year-on-year is model validation.
iii
CUSTOMER-LED PRODUCT DEVELOPMENT
Every customer interaction feeds directly back into the
Pearl Engine - improving model accuracy, sharpening
buyer identification, and informing the product roadmap
across all three ventures in real time.
A competitor must replicate both moats
simultaneously. That is the challenge.
“A competitor with excellent data but no outcome-tuned
model is a data vendor. A competitor with a sophisticated
model but no proprietary data is a wrapper on someone
else’s inputs. Replicating either moat individually would
require years and significant capital.”
— NICK LISSETTE, CHIEF EXECUTIVE
The Da
ta
WIDE ⋅ VISIBLE
WIDENING
The Model
NARROW ⋅ DEEP
IMPENETRABLE
→ MOAT ONE→ MOAT TWO
ANNUAL REPORTPAGE 18FY 2026BLACKPEARL GROUP
MOAT ONE: The DataMOAT TWO: The Model
31 billion
DAILY SIGNALS PROCESSED BY THE PEARL ENGINE -
FROM 330+ PROPRIETARY SOURCES, REFRESHED
CONTINUOUSLY, ACROSS MORE THAN A DECADE OF
REAL B2B COMMERCIAL OUTCOMES.
25x
MORE A-GRADE SALES RECORDS PER DOLLAR
THAN LEADING GENERALIST MODELS —
A FUNCTION OF OUTCOME-TRAINED VERTICAL
AI, NOT DATA VOLUME ALONE.
The infrastructure required to ingest, clean, resolve, and enrich 31 billion
signals daily has been built over more than a decade, with more than
NZ$25million invested in proprietary identity resolution, real-time intent
signal processing, and multi-source data fusion.
B2B data decays at approximately 3% per month. Competitors relying on
periodic updates cannot match the currency or depth of our signal set.
The Pearl Engine has been trained on real
commercial outcomes across thousands of
customers and tens of thousands of campaigns.
Through continuous reinforcement learning, it has
learned which specific combinations of data signals
produce revenue-generating outcomes for specific
types of businesses at specific moments.
A competitor with excellent data but no outcome-
tuned model is a data vendor.
A competitor with a sophisticated model but
no proprietary data is a wrapper on someone
else’s inputs.
Replicating either moat individually would require
years and significant capital.
Replicating both simultaneously is the challenge
that makes Blackpearl Group’s position genuinely
defensible.
PEARL ENGINE VS LEADING LLMS — BENCHMARK
METRICPEARL ENGINE LLM ALLM B
A-grade records10043
Output quality87.3 %69.3%70.3%
Cost per quality-record0.71 cents3.41 cents3.72 cents
25x BETTER · 5x CHEAPER
Pearl Engine baseline = 100. Benchmark conducted on equivalent tasks across leading generalist LLM
providers. See more details on this methodology note in ‘The AI Economy’ section.
ANNUAL REPORTBLACKPEARL GROUPPAGE 20FY 2026
HOW WE PERFORMED
$26.8m
ANNUAL RECURRING REVENUE 114% INCREASE YEAR-ON-YEAR
ARR reached $26.8 million at 31 March 2026, a 114% increase year-on-year and the Group’s
strongest full-year result on record. Subscription revenue grew 77% to $13.7 million,
reflecting the growing base of contracted customers progressing through onboarding and
billing cycles.
Data as a Service (DaaS) represents a structural
evolution in how Blackpearl Group monetises the
Pearl Engine.
Rather than accessing the model through a software
application, DaaS clients embed Blackpearl’s data
and intelligence directly into their own revenue-
generating operations. In FY26 our DaaS go-to-
market was primarily through API’s supported by
annual contracts and ramp pricing over a 90-day
onboarding period. DaaS is an opportunity to earn
substantially more recurring revenue per client.
Total ARR (NZD)
Q1 FY24Q3 FY25Q2 FY24Q4 FY25Q3 FY24Q1 FY26Q4 FY24Q2 FY26Q1 FY25Q3 FY26Q2 FY25Q4 FY26
$0
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
TOTAL ARR AT QUARTER END
Quarter, Financial Year
ARR growth was strong across all four quarters:
QUARTERARRYOY GROWTH
Q1 FY26 (30 Jun 2025)$14.0m↑ 63% YoY
Q2 FY26 (30 Sep 2025)$19.5m↑ 87% YoY
Q3 FY26 (31 Dec 2025)$23.7m↑ 114% YoY
Q4 FY26 (31 Mar 2026)$26.8m↑ 114% YoY
The model
monetised
DATA AS A SERVICE
DaaS clients are naturally sourced through the Pearl Diver and Bebop go-to-market motion and represent a
clear upsell pathway from the existing SaaS customer base. As DaaS scales, it raises average revenue per
customer and improves the quality of the Group's overall recurring revenue portfolio.
0%
DAAS REVENUE CHURN
DaaS delivered zero revenue churn for the full financial year. This retention
profile is the strongest in the Group’s portfolio, and it reflects the depth
of integration that DaaS creates: when the Pearl Engine is embedded in a
client’s core commercial operations, switching carries significant cost.
ANNUAL REPORTBLACKPEARL GROUPPAGE 22FY 2026
ARR VS SUBSCRIPTION REVENUEUNIT ECONOMICS
The Gap –
and why it closes
Improving across
every metric
ARR: $26.8M ⋅ SUBSCRIPTION REVENUE: $13.7M
Total ARR (NZD)
Sub Rev Annualised (NZD)
Q1 FY24Q3 FY25Q2 FY24Q4 FY25Q3 FY24Q1 FY26Q4 FY24Q2 FY26Q1 FY25Q3 FY26Q2 FY25Q4 FY26
0
5.0
10.0
15.0
20.0
25.0
30.0
ARR VS SUBSCRIPTION REVENUE
Sub Rev AnnualisedARR
At 31 March 2026, the Group held $26.8 million in contracted ARR. Subscription revenue recognised during
FY26 was $13.7 million. The gap is a timing difference, and is expected to narrow as the contracted base
converts into recognised revenue. Three dynamics drove the gap in FY26:
With the growth model validated, the Group is shifting commercial settings - shorter ramps, tighter terms,
prepayment incentives - and these changes have been tested in validation pilots.
Recognised revenue is expected to track more closely with ARR from FY27.
HOW WE ACQUIRE CUSTOMERS
BlackPearl Group’s GTM motion is built on its
own product stack. Pearl Diver identifies high-
intent accounts from 31 billion daily signals before
they’ve raised their hand. Bebop prioritises the
right contacts and feeds them into outreach across
LinkedIn, Meta, Google, and beyond. B2B Rocket
qualifies and accelerates pipeline from first contact
to closed revenue.
The Pearl Engine powers every step - the same
infrastructure we sell to customers, applied to our
own acquisition motion.
The result: when we spend on third-party channels,
we spend against buyers with demonstrated
purchase intent, not broad audiences. That precision
brings CAC down.
FAST-GROWING ARR LAG
Customer revenue is counted in ARR at full annualised value from contract initiation, but
contribute recognised revenue only for the portion of the year their contract has been
active. An average customer signed in the latest twelve months is roughly six months old.
DAAS RAMP PRICING
DaaS contracts ramped over a 90-day period before reaching full monthly billing.
These customer-favourable terms were a deliberate commercial choice to demonstrate
the Pearl Engine at scale and build the recurring revenue base.
B2B ROCKET PARTIAL YEAR
B2B Rocket was acquired in August 2025 and contributed only a partial year of
recognised revenue, distinct from its full contribution to ARR from the acquisition date.
1
2
3
3.5mo
↓ 33%
year-on-year
Improved from
3.9mo in Q3 FY26
Best-in-class:
0–6 months
(Bessemer)
CAC PAYBACK PERIOD
$346k
↑ 41%
year-on-year
Up from $245k at
Q4 FY25
Primary indicator
of operating
leverage
ARR PER EMPLOYEE
68.6%
↑ from 67.8%
in FY25
Fixed data costs
now locked in
Clear pathway
to expansion as
revenue scales
GROSS PROFIT MARGIN
4.9%
↓ from 5.3%
in Q4 FY25
DaaS churn:
0% — full year
Trend driven by
higher-value
customer mix
SAAS REVENUE CHURN
GROSS MARGIN -
WHY IT COMPRESSED
HY26 temporary compression caused by the
crossover period between variable and fixed
data supply agreements. The crossover is
now complete.
GROSS MARGIN -
THE PATH FORWARD
Fixed-cost data supply: cost base remains
flat while revenue grows. As subscription
revenue scales, margin expands
mechanically.
ANNUAL REPORTBLACKPEARL GROUPPAGE 24FY 2026
BALANCE SHEETCAPITAL RAISED AND DEPLOYED
A platform for the
next phase
$26.9m raised
with intention
ALL FIGURES NZD $’000TWO CAPITAL RAISES · AUGUST AND NOVEMBER 2025
ASSETSFY25HY26FY26
Cash & equivalents6,7738,9539,592
Goodwill & intangibles4,62322,154
22,467
Other assets1,8192,147
3,452
Total assets13,21533,25435,511
LIABILITIES
Trade & other payables1,706 2,567 2,115
Loans & borrowings1,270 5,269 5,263
Deferred Consideration–
Other liabilities1,580 9,742 10,203
Total liabilities4,556 1 7,5 7 8 17,581
EQUITY
Equity attributable to owners8,659 15,676 17,398
Net tangible assets8,659 15,676 17,930
CASH BALANCE AT 31 MARCH 2026. BNZ FACILITY
REFINANCED APRIL 2026 – NEW MATURITY MARCH 2028.$9.6m
The Group’s goodwill balance reflects the
B2B Rocket acquisition ($12.6 million) and the
Newoldstamp acquisition ($2.9 million), both
integrated into the Group’s shared data ecosystem.
Intangible assets include capitalised software
development and customer relationships acquired
through B2B Rocket.
In April 2026, the Group refinanced its NZ$5 million
debt facility with BNZ, with the new facility maturing
in March 2028. The refinance extends committed
non-dilutive funding to support growth and operating
capital needs through FY28 subject to continued
covenant compliance.
ONE-OFF STRUCTURAL COSTS$3.2mNON-RECURRING
ASX dual-listing & associated costs$1.2m
Offer costs / capital raise$2.0m
B2B ROCKET ACQUISITION$7.0mNON-RECURRING
B2B Rocket purchase price$6.7m
B2B Rocket acquisition costs$0.3m
PLATFORM INVESTMENT$12.4mBUILDS FY27
Growth investment - GTM, revenue roles$6.31m
Pearl Engine - infrastructure, supply agreements, development roles$6.14m
B2B ROCKET INTEGRATION$0.5m3.6× PAYBACK
Tools, systems, duplicate functions consolidated$1.8m FY27 savings already realised
Total deployed$23.2m
FY26 was the year Blackpearl Group made its structural moves.
We raised $26.9 million and deployed it with intention - not to
run the business, but to build a fundamentally stronger one.
ARR $26.8M –
114% YOY GROWTH
↑ $14.3m additional
recurring revenue
FY26 OUTCOMES
DUAL-LISTED:
NZX AND ASX
Broader investor access
and improved liquidity
BNZ LOAN
REFINANCED
Improved balance sheet
entering FY27
25× MORE A-GRADE
RECORDS PER DOLLAR
vs leading generalist AI
models
ANNUAL REPORTBLACKPEARL GROUPPAGE 26FY 2026
THE AI ECONOMYWHY VERTICAL INTEGRATION IS THE ANSWER
Vertical integration
across the AI stack
Roughly $600 billion¹ has been committed to AI infrastructure - semiconductors, data centres, foundation
models. The capability is extraordinary. But for most of the 36 million SMBs² in the United States, a clear
commercial pathway from that infrastructure to revenue outcomes does not yet exist.
The reason vertical integration matters is the
feedback loop.
To train a model that genuinely improves sales and
marketing outcomes, you need to see the outcomes.
You can only see outcomes if you have applications
embedded in live commercial workflows.
You can only embed applications if you have
customers - and customers only stay if the
model is good.
Each layer enables the next.
WHAT A GENERALIST MODEL LACKS
if NO PROPRIETARY TRAINING CORPUS
Generalist models haven't seen B2B commercial
outcomes. They've seen the internet.
if NO REWARD MODEL
They have no way to know if their output actually
created revenue. Without a domain-specific reward
model, a system can only optimise for plausibility -
not outcomes.
if NO CONTINUOUS REINFORCEMENT
They can’t learn from what works across customers.
The Pearl Engine is continuously refined by real
outcomes flowing through its reward model.
if NO IDENTITY RESOLUTION
They can’t reliably connect signals to real business
entities without a purpose-built identity graph.
if NO TEMPORAL CALIBRATION
They don't know that B2B data decays - and fast. The
Pearl Engine is structurally designed to continuously
refresh and reweight everything it holds.
Blackpearl Group is vertically integrated
across the top five layers of this economy -
specific to its domain expertise in revenue
creation for sales and marketing.
THE AI STACK – WHERE BLACKPEARL OPERATES
THE AI ECONOMYBLACKPEARL'S VERTICAL – REVENUE CREATION AI
OUTCOMES
DOMAIN-SPECIFIC
MODELS
MARKETING
MODELS
COMPANY AND
PEOPLE DATA
REVENUE OUTCOMES
AUGMENTED LLM
BLACKPEARL APPLICATIONS
AND AGENTS
INTEGRATIONS
SALES
MODELS
SIGNALS
ACCOUNT
MODELS
OUTCOME DATA
FOUNDATION MODELS
DATA
DATA CENTRES
CHIPS
APPLICATIONS
AND AGENTS
OUTCOME FEEDBACK LOOP
C$600B INVESTED IN THESE LAYERS
BLACKPEARL'S DOMAINADJACENT CAPABILITYINFASTRUCTURE LAYER
¹ Stanford University Human-Centered Artificial Intelligence, AI Index Report 2026.
² US Small Business Administration, Small Business Profile: United States, 2025.
ANNUAL REPORTBLACKPEARL GROUPPAGE 28FY 2026
THE BENCHMARKTHE STANDOUT NUMBERS
Pearl Engine vs
leading LLMs
PROTO-GTM BENCH · ANALYSIS · FIVE ICP-BASED TASKS
The same lead-finding challenge was run through the Pearl Engine and two leading
frontier agentic models - each given full access to a computer environment including
web search, browser usage and terminal tools - across five ideal customer profiles
representing real commercial markets.
METRICPEARL ENGINE
BASELINE
LLM A LLM BRELATIVE POSITION
Raw records produced10027123.7x vs A / 8.6x vs B
Usable records1001139.4x vs A / 30.0x vs B
A-grade records1004324.7x vs A / 31.6x vs B
Average adjusted quality87.3 %69.3%70.3%+18.0 pts vs A / +17.0 pts vs B
Cost per quality-record0.71 cents3.41 cents3.72 cents5.3x cheaper on cost/QRE
Source: Proto-GTM Bench, a 3rd party benchmark across five ideal customer profile (ICP) lead-finding tasks
using an expert-authored AGENTS.md instruction file. Pearl Engine record metrics are indexed to 100 as
baseline; LLM outputs are expressed relative to that baseline. LLM A and LLM B are leading frontier agentic
models run via terminal harnesses with full web, browser and tool access. QRE = quality-record equivalent.
Proto-GTM Bench is early benchmark work and represents the first step in Blackpearl’s development of a
broader GTM Bench framework. Results are preliminary.
Three numbers that summarise the gap between vertical AI
purpose-built for GTM and general-purpose agentic search.
PROTO-GTM BENCH
This benchmark is Blackpearl's first step toward a broader GTM Bench framework - an industry-standard for
measuring go-to-market AI on the metrics that matter: lead quality, buyer fit, and GTM retrieval intelligence.
Without clear benchmarks, buyers compare demos rather than outcomes.
25x
MORE A-GRADE RECORDS PER DOLLAR
Versus the leading frontier agentic model on equivalent
GTM tasks. A-grade records are those meeting all ICP
criteria with verified contact data.
5x
CHEAPER PER QUALITY RECORD
0.71¢ vs 3.41¢ and 3.72¢ per quality-record equivalent.
The Pearl Engine produces better output at lower cost -
not a trade-off.
PERCENTAGE POINTS - OUTPUT QUALITY
87.3% average adjusted quality versus 69.3% and 70.3%
for leading frontier models. Vertical training on commercial
outcomes, not general language.
+18
ANNUAL REPORTPAGE 30FY 2026
1
SHORTER RAMP CYCLES
DaaS contracts currently ramp over 90 days before reaching
full monthly billing. Reducing this ramp timeline accelerates
the conversion of contracted ARR to recognised revenue
and improves near-term cash generation.
2
TIGHTER CUSTOMER PROFILES
Applying more disciplined ideal customer profile criteria
across all ventures improves customer quality, reduces
churn, lowers cost-to-serve, and increases lifetime value.
Over the last year we have identified higher-quality
customer segments that both require less support and once
onboarded are more likely to generate upgrade revenue.
3
POST-ACQUISITION COST OPTIMISATION
The B2B Rocket integration created structural duplicates
across customer success and operational functions, that
are now being rationalised. These cost reductions are
permanent, not cyclical.
BLACKPEARL GROUP
FY26 was a year of deliberate structural investment.
The Group completed two capital raises totalling
$26.9 million, acquired and integrated B2B Rocket,
achieved a dual-listing on the ASX, and scaled
the Pearl Engine to 31 billion daily signals across a
materially expanded customer base.
A significant portion of that capital - $10.5 million -
was deployed on non-recurring structural costs: the
B2B Rocket acquisition, ASX dual-listing costs, and
the offer costs associated with the raises. These are
non-operational and one-off in nature.
The remainder funded the platform. The result: ARR
grew from $12.5 million to $26.8 million - 114% year-
on-year. That growth was achieved deliberately.
Customer-favourable ramp terms and deferred billing
were the right commercial settings for a stage when
the priority was demonstrating the Pearl Engine at
scale, validating Bebop’s product-market fit, and
completing the B2B Rocket integration.
With the growth model now validated, those settings
are being rebalanced. ARR growth remains a core
objective, and the Group will continue to pursue
high-quality ARR opportunities. But cash conversion
is being raised alongside it as an equal priority.
Where the two are in tension, the choices that bring
cash forward will be preferred.
In FY27, the Group is executing on five specific levers
to deliver this shift.
PATH TO PROFIT: From Growth to Cash
From Growth
to Cash
FIVE LEVERS: FY27 Execution
The Group enters FY27 with $26.8m in contracted ARR, $9.6m in
cash, and a Pearl Engine that is measurably more capable than it
was twelve months ago.
The one-off costs of FY26 are behind it. The levers are in motion.
The task now is conversion — of contracted ARR into recognised
revenue, of recognised revenue into cash, and of accumulated
model capability into compounding commercial returns.
4
IMPROVED CASH COLLECTION
Back office process improvements across
billing, invoicing, and accounts receivable
are accelerating the conversion of
contracted revenue to cash receipts.
5
FIXED-COST INFRASTRUCTURE LEVERAGE
The Group’s data supply agreement is
a fixed annual cost. As revenue scales,
the cost base does not. This creates
automatic gross margin improvement
and is the primary driver of margin
expansion expected in FY27 and beyond.
ANNUAL REPORTBLACKPEARL GROUPPAGE 32FY 2026
OUR VENTURES
The Group operates three ventures, each serving a distinct segment of the US
sales and marketing market - and each contributing to the reinforcement learning
loop that continuously improves the Pearl Engine. Together, they provide full-
funnel coverage: discovery, outreach, and conversion.
Pearl Diver identifies in-market buyers by surfacing which companies are
actively researching a given product or service, and connecting that intent
signal to cross-platform campaign execution. It is the Group’s most established
venture and the primary commercial expression of the Pearl Engine.
In FY26, Pearl Diver continued its transition toward higher-value customer
cohorts. Average revenue per customer grew materially year-on-year, driven by
the adoption of higher-tier packages and DaaS expansion.
Pearl Diver is the original source of DaaS clients - intent signals that exceed
software access naturally convert to annually contracted DaaS partnerships.
Pearl Diver is also the Pearl Engine’s largest training data source. Every campaign
generates audience identification and conversion data that refines the model’s
predictive accuracy across the US mid-market.
Pearl Diver
BUYER INTENT · AUDIENCE IDENTIFICATION · DAAS
0%
DaaS revenue churn for the full
financial year. All DaaS revenue
acquired through Pearl Diver’s
go-to-market remains.
ANNUAL REPORTBLACKPEARL GROUPPAGE 34FY 2026
OUR VENTURESOUR VENTURES
B2B Rocket automates outbound prospecting,
lead qualification, and meeting scheduling for
US-based businesses. Acquired in August 2025
and integrated into the Group’s shared data
ecosystem during H2 FY26, it connects outbound
automation directly to the Pearl Engine’s buyer
identification intelligence - improving lead quality
for customers and enriching the model training
data flowing back into the engine.
B2B Rocket’s annual contract model and
company-based pricing align with the Group’s
objective of building high-quality, durable
recurring revenue. Only a partial period was
recognised in FY26. The full commercial
contribution flows through in FY27. Combined
with Bebop - targeting an adjacent segment with
complementary technology - cost efficiencies
and combined product capability will develop
through FY27.
Bebop is an AI sales agent purpose-built for
small and medium-sized businesses. It generates
tailored outbound sales strategies and helps
businesses identify and convert new customers
using AI-driven insight.
Launched in FY25 and scaled through FY26,
Bebop demonstrated strong early product-
market fit and confirmed its position within
the Group’s portfolio. Priced for rapid adoption
with a lower entry point than Pearl Diver and
minimal onboarding friction, Bebop reaches new
segments of the SMB market and generates
conversation-to-conversion data that feeds back
into the Pearl Engine.
Bebop’s scaling in FY26 expanded the diversity
of training signals flowing to the Pearl Engine,
complementing the audience identification data
from Pearl Diver and the outreach effectiveness
data from B2B Rocket. Together, the three
applications provide full-funnel reinforcement:
discovery, outreach, and conversion.
B2B Rocket
OUTBOUND AUTOMATION · LEAD QUALIFICATION
MEETING SCHEDULING
Bebop
AI SALES AGENT · SMB OUTBOUND ·
CONVERSION INTELLIGENCE
Aug’25
Acquired and integrated into the
Group’s shared data ecosystem
during H2 FY26. Full commercial
contribution flows through in FY27.
$1.2m
ARR reached in 45 days from launch —
twice the ramp speed of Pearl Diver at the
same stage. Bebop confirmed product-
market fit faster than any prior BPG venture.
ANNUAL REPORTBLACKPEARL GROUPPAGE 36FY 2026
Blackpearl Group's Board combines global technology
leadership, institutional investment expertise, deep US market
experience, and independent financial governance capability.
Our Board
Nick Lissette
CHIEF EXECUTIVE OFFICER
NON-INDEPENDENT EXECUTIVE DIRECTOR
WELLINGTON, NZ
APPOINTED OCTOBER 2012
Nick is the founder of Blackpearl Group and the
architect of the Pearl Engine. With a 20-year career in
SaaS and AI, he previously built and exited a successful
anti-spam platform before founding Blackpearl in
2012. Nick leads the Group's strategic vision, product
direction, and investor engagement, and is a member
of the New Zealand Institute of Directors.
Jyllene Miller
INDEPENDENT DIRECTOR
ARIZONA, USA
APPOINTED SEPTEMBER 2024
Jyllene is a strategic operator with more than 25
years of experience in revenue operations, go-to-
market strategy, and SaaS leadership. Her career
spans senior roles across enterprise technology and
sales enablement, directly aligned with Blackpearl
Group's US market focus and commercial strategy.
Tim Crown
CHAIRMAN
NON-INDEPENDENT NON-EXECUTIVE DIRECTOR
ARIZONA, USA
APPOINTED JANUARY 2020
Tim is the co-founder and current Chairman of
Insight Enterprises, a Fortune 500 global IT solutions
provider listed on NASDAQ, with more than 10,000
employees across 19 countries and US$9.2 billion
in net sales. He brings extensive experience scaling
technology businesses and holds leadership roles
across multiple US-based growth-stage companies.
Tim serves on both the Audit and Risk Committee
and the Remuneration Committee.
Hugo Fisher
INDEPENDENT DIRECTOR
AUCKLAND, NZ
APPOINTED JULY 2023
Hugo brings deep global experience in institutional
investment, private equity, and venture capital across
New Zealand, Australia, Asia, and the United States.
With a background in equity analysis and investor
relations, he offers expertise in growth-stage
capital markets and shareholder engagement. Hugo
serves on the Audit and Risk Committee and the
Remuneration Committee.
Mark Osborne
INDEPENDENT DIRECTOR
CHAIR, AUDIT AND RISK COMMITTEE
NORTHLAND, NZ
APPOINTED NOVEMBER 2022
Mark brings more than 25 years of experience in
asset management, governance, and financial policy.
He has led major infrastructure and community
investment projects across New Zealand and
provides independent financial oversight and risk
management expertise to the Board. Mark also
serves on the Remuneration Committee.
ANNUAL REPORTBLACKPEARL GROUPPAGE 38FY 2026
Blackpearl Group’s executive team blends data, technology,
marketing, and operations expertise – united by a common
goal: to build transformative products that fuel SME growth
and deliver shareholder value.
Our Leadership
Team
Nick Lissette
C
HIEF EXECUTIVE OFFICER
WELLINGTON, NZ
See Board of Directors, page 35.
Karen Cargill
CHIEF FINANCIAL OFFICER
& CHIEF GOVERNANCE OFFICER
WELLINGTON, NZ
Karen leads financial strategy and governance across
Blackpearl Group. With Blackpearl since 2015, she has
built the financial infrastructure behind the Group’s
venture-led model and shaped customer economics
for sustainable scale. A Chartered Accountant of the
Institute of Chartered Accountants in England and
Wales (ICAEW), she brings a background in external
audit and financial reporting.
Chris Watson
CHIEF DATA OFFICER
WELLINGTON, NZ
Chris leads Blackpearl Group’s enterprise data
strategy, governance, security, and TechOps,
unifying them into a scalable operating model. He
drives data monetisation initiatives and oversees
global service delivery across Australasia and the
United States. With more than 20 years across IT,
software development, and infrastructure, he brings
the operational depth required to support the Pearl
Engine at scale.
Tori Colebourne
CHIEF MARKETING OFFICER
AUCKLAND, NZ
Tori leads brand strategy, public relations, and
investor communications across Blackpearl Group.
She guided the Group through two capital raises
totalling $26.9 million in FY26 and leads the definition
of the Group’s vertical AI category narrative that
underpins their growth strategy. Previously Head
of Growth at Spark Business Group, she brings
experience across SaaS, technology, and FMCG.
Sam Daish
CHIEF TECHNOLOGY OFFICER
WELLINGTON, NZ
Sam leads platform architecture, data infrastructure,
and R&D across Blackpearl Group’s product suite.
He brings a deep background in data science and
AI engineering, having previously served as Head
of Data Innovation at Xero and Head of Enterprise
Analytics at Kiwibank. He joined Blackpearl as CTO
of Black Pearl Mail in 2022, progressing through roles
including Interim CEO of Bebop to Group CTO.
ANNUAL REPORTBLACKPEARL GROUPPAGE 40FY 2026
FINANCIALS
Corporate
Governance
Statement
ANNUAL REPORT
Corporate Governance
ANNUAL REPORTBLACKPEARL GROUPPAGE 42FY 2026
Strong governance is fundamental to the performance of Blackpearl Group Limited (Blackpearl Group or the Company) and the board
of directors (Board) is ultimately responsible for ensuring that Blackpearl Group and its subsidiaries maintain high ethical standards and
corporate governance practices.
Statement of compliance
Blackpearl Group is committed to enhancing investor confidence through good corporate governance practice and accountability.
This corporate governance statement provides an overview of Blackpearl Group’s governance framework and discloses Blackpearl Group’s
practices in relation to the recommendations contained in the NZX Corporate Governance Code (January 2025) (NZX Code). The information
contained in this Corporate Governance Statement has been prepared in accordance with NZX Listing Rule 3.8.1(a) and is current as at
31 March 2026. The Board considers that for the 12 months ended 31 March 2026 (FY26), Blackpearl Group’s corporate governance
practices and policies have been appropriately aligned with the NZX Code. Any exceptions are identified throughout this document.
Principle 1:
Ethical Standards
“Directors should set high standards of ethical behaviour, model this behaviour and hold
management accountable for these standards being followed throughout the organisation.”
Recommendation 1.1 - Code of Ethics
Blackpearl Group maintains high standards of ethical behaviour by which the directors, employees, contractors for personal services and
advisers of Blackpearl Group are expected to conduct themselves. These standards are described in Blackpearl Group’s Code of Ethics.
General principles within the Code of Ethics include (but are not limited to) requiring all directors and employees to:
•a
ct honestly and uphold and maintain the highest standards of integrity;
•
treat all stakeholders fairly and with respect and at all times act in the best interests of its shareholders, stakeholders
and Blackpearl Group itself;
•give proper attention and care to the matters before them;
•ensure the proper receipt and use of corporate information, assets and property;
•complete and keep accurate accounting records and ensure company funds are managed and spent responsibly;
•declare conflict of interests and proactively advise of any potential conflicts;
•adhere to any procedures around giving and receiving gifts;
•ensur
e that their individual interests do not interfere, or appear to interfere, with the Company’s interests; and
•
comply with all applicable la
ws, rules, regulations and codes of practice.
The Code of Ethics and where to find it has been, and will be, communicated to Blackpearl Group’s directors (Directors), employees, and
contractors as part of their initial and ongoing training. It is expected that Blackpearl Group’s people have read and understand each of the
ethical expectations as outlined in the Code of Ethics.
Whistleblower Policy
Blackpearl Group encourages employees to speak out if they have concerns that the Company’s policies have been breached, including any
breach of ethics. The avenues for doing so are detailed in the Code of Ethics which is available on https://www.blackpearl.com/investors.
Recommendation 1.2 - Financial Product Trading Policy
All Directors and employees including secondees, contractors and consultants, of Blackpearl Group and its subsidiaries (BPG People) are
subject to Blackpearl Group’s Financial Product Trading Policy, which outlines the prohibition on dealing in the Company’s financial products
while holding inside information.
In particular, the Financial Products Trading Policy provides that:
•
BPG P
eople are required to obtain consent before trading in any Blackpearl Group financial products.
•
BPG People are highly unlikely to receive consent in a ‘Black out Period’. A Black out Period is the period:
•fr
om the 1st day of the month of Blackpearl Group’s full year balance date, until two business days after the full year results are released
to NZX;
•fr
om the 1st day of the month of Blackpearl Group’s half year balance date, until two business days after the half year results are
released to NZX;
•
fr
om the 15th day of the month prior to Blackpearl Group’s quarterly balance dates, until two (2) business days after the quarterly results
are released to NZX; and
•
and any other period Blackpearl Group specifies from time to time.
Details of matters entered into the Interests Register by individual Directors during FY26 are outlined on pages 59
and 60 of the Annual Report.
Principle 2:
Board Composition & Performance
“To ensure an effective Board, there should be a balance of independence, skills, knowledge,
experience and perspectives.”
Recommendation 2.1 - Board Charter
Blackpearl Group’s Board Charter sets out the roles and responsibilities of the Board, under which the main functions of the Board are to:
•approve and monitor the strategic direction of Blackpearl Group recommended by management and add long-term value to Blackpearl
Group’s shares, having appropriate regard to the interests of all material stakeholders;
•monitor and review the performance of management and the process for calculating fees and any performance incentive fees;
•approve and monitor Blackpearl Group’s financial statements, corporate governance and other reporting and ensure the implementation of
and adherence to Blackpearl Group’s continuous disclosure policy;
•establish procedures and systems to promote a culture and remuneration practice within Blackpearl Group which facilitates the
recruitment, professional development and retention of staff;
•ensure that Blackpearl Group has appropriate risk management and regulatory compliance policies in place and monitor the integrity of
those policies; and
•familiarise itself with issues of concern to Blackpearl Group’s shareholders and significant stakeholders, including customers, staff, lessees
and the community.
The roles and procedures of the Board, the Board structure and the different Board committees are described in Blackpearl Group’s Board
Charter.
Recommendation 2.2 - Nomination and appointment process
The nomination process for new Director appointments is the responsibility of the Board as a whole. In accordance with the NZX Listing Rules:
•the Board asks for Director nominations each year prior to the Annual Shareholders’ Meeting;
•Directors will retire at least every three years and may stand for re-election by shareholders; and
•a Director appointed since the previous Annual Shareholders’ Meeting holds office only until the next Annual Shareholders’ Meeting but is
eligible for re-election at that meeting.
Newly elected Directors are expected to familiarise themselves with their obligations under Blackpearl Group’s constitution, the Board Charter
and the NZX Listing Rules.
The Board believes the current Directors offer valuable skill sets and experience to Blackpearl Group and that each Director has the necessary
time available to devote to the position.
Recommendation 2.3 - Letters of Appointment
All Directors have entered into a written agreement with Blackpearl Group establishing the terms of their appointment. The agreement outlines
their role requirements, time commitments, remuneration and indemnity and insurance arrangements.
Recommendation 2.4 - Director Details
The details of each Director along with their experience, length of service, independence, ownership interests and attendance at Board
meetings are included in this Annual Report. Director profiles are also available to view on our website at https://www.blackpearl.com/investors.
Interests Register
Directors are required to notify Blackpearl Group of any interests they have that could impact an assessment of their independence or their
ability to act in the best interests of Blackpearl Group. Blackpearl Group has processes in place to manage any conflicts of interest with
Directors who are interested in a matter. The processes around maintaining the Director’s interests register are detailed in the Board Charter.
Blackpearl Group – FY26 Annual Report
Corporate Governance Statement
Corporate Governance
ANNUAL REPORTBLACKPEARL GROUPPAGE 44FY 2026
Principle 3:
Board Committees
“The Board should use Committees where this will enhance its effectiveness in key areas, while
still retaining Board responsibility.”
Recommendation 3.1 - Audit and Risk Committee
The Board has established an Audit and Risk Committee to act as a delegate of the Board on financial reporting, internal control and risk
management issues. The Audit and Risk Committee is responsible for:
•assisting the Board in carrying out its responsibilities concerning accounting practices, policies and controls relative to the Company’s
financial position;
•making appropriate enquiries into any audit of Blackpearl Group’s financial statements, including providing the Board with additional
assurance about the quality and reliability of any financial information issued publicly by Blackpearl Group from time to time;
•reviewing the operation and effectiveness of Blackpearl Group’s internal controls and risk management practices in consultation with
senior management (see Principle 6: Risk Management below);
•providing an avenue of communication between auditors and Directors, particularly in relation to financial reporting and risk management
matters; and
•otherwise maintaining Blackpearl Group’s relationship with external auditors (see Principle 7: Auditors below).
The Audit and Risk Committee operates under the Audit and Risk Committee Charter.
The majority of the Audit and Risk Committee are independent Directors and is comprised of Mark Osborne (Chair), Tim Crown and Hugo Fisher
(all non-executive Directors). The Chair, Mark Osborne, an independent Director, is not the chair of the Board and has a financial background.
Recommendation 3.2 - Meeting Attendance by Non-Committee Members
Non-executive Directors who are not members of the Audit and Risk Committee are able to attend the Audit and Risk Committee meetings as
they wish. Employees (including executive Directors) may only attend those meetings at the invitation of the Audit and Risk Committee.
Recommendation 3.3 - Remuneration Committee
The Board has established a Remuneration Committee to oversee and promote Blackpearl Group’s Remuneration Policy and remuneration
practices to the Board. For the avoidance of doubt, the Remuneration Committee does not make recommendations as to Director
appointments to the Board. The Remuneration Committee is responsible for:
•
r
eviewing and recommending to the Board for approval Blackpearl Group’s Remuneration Policy and packages for Directors and senior
managers;
•
ensuring th
e structure of Blackpearl Group’s Remuneration Policy allows Blackpearl Group to attract and retain Directors and senior
managers of sufficient caliber to facilitate the efficient and effective governance and management of Blackpearl Group;
•ensuring all remuneration procedures are followed for Directors; and
•
reviewing and recommending to the Board measurable objectives for improving diversity in accordance with Blackpearl Group’s
Diversity Policy.
Further information about the Remuneration Committee and its objectives can be found in the Remuneration Report, at page 53.
Recommendation 3.4 - Nomination Committee
Given Blackpearl Group’s size and structure the Company does not have a standalone nomination committee (and has not had one since
listing). However, as advised under Recommendation 2 above, the nomination process for new Director appointments is the responsibility of the
Board as a whole. The Directors’ selection is based on the value they bring to the Board table including their skills, knowledge and experience
to contribute to effective direction of Blackpearl Group, whether they can exercise an informed judgement on matters which come to the Board
and whether they are free of any business or other relationship that may interfere with the exercise of that judgement. The composition of the
Board is reviewed regularly to ensure the Board maintains an appropriate balance of skills, experience and expertise.
The Board evaluates all nominations of Directors, and consider whether they would be independent, and may recommend candidates to
shareholders.
Recommendation 3.5 – Other Board Committees
The Board Charter enables the Board to establish other committees, as required from time to time. The two established committees are
the Audit and Risk Committee and the Remuneration Committee, each with its own charter. The Board retains ultimate responsibility for the
functions of its committees and determines their responsibilities.
Recommendation 2.5 - Diversity
Blackpearl Group is committed to bringing diversity to life in its employment practices and across all aspects of the business. For Blackpearl
Group, diversity includes but is not limited to characteristics such as cultural background and ethnicity, gender identity, sexual orientation, age,
differences in physical abilities, languages and education.
Blackpearl Group’s approach to diversity is outlined in the Diversity Policy which sets out how the Company will meet its commitment to
creating a diverse workforce and inclusive workplace environment.
For the 12 months ended 31 March 2026, the Board is comfortable that Blackpearl Group’s employment practices and Human Resources (HR)
processes and practices were in line with the intent of its Diversity Policy.
As at 31 March 2026, females represented 33% of Directors and officers of Blackpearl Group. Blackpearl Group has 77 employees of which 73%
are male and 27% are female.
The following table outlines the gender composition of Directors and officers as at 31 March 2026:
As at 31 March 2026As at 31 March 2025
DirectorsExecutive TeamDirectorsExecutive Team
Male4241
Female1214
Total5455
Recommendation 2.6 - Director Training
Blackpearl Group encourages all Directors to undertake appropriate training and education so that they may best perform their duties, including
engaging external expert advisers at the Company’s cost and encouraging Directors to engage in the business.
Recommendation 2.7 - Director Performance
The Board Charter regulates the performance assessment process of the Board, its committees and Directors. Blackpearl Group continues
to invest in ensuring its Board has the optimum mix of skills, experience and independence required for executing Blackpearl Group’s growth
strategy. An external performance review may be conducted if required.
Recommendation 2.8 - Director Independence
As at 31 March 2026, the Board comprised of the following five Directors:
Tim CrownNon-Independent Non-Executive Director and ChairAppointed 2 January 2020
Nick LissetteNon-Independent Executive Director and CEOAppointed 25 October 2012
Mark OsborneIndependent Non-Executive DirectorAppointed 24 November 2022
Hugo FisherIndependent Non-Executive DirectorAppointed 18 July 2023
Jyllene MillerIndependent Non-Executive DirectorAppointed 10 September 2024
The Board considers three of the five Directors to be independent for the purposes of the NZX Listing Rules, being Mark Osborne, Hugo Fisher
and Jyllene Miller. In order for a Director to be independent, the Board must determine that he or she is not an executive of Blackpearl Group
and has no disqualifying relationship or interests, including relationships or interests of the kind listed in Recommendation 2.4 of the NZX Code.
Accordingly, the Board has determined that Tim Crown and Nick Lissette are non-independent Directors.
Recommendation 2.9 - Independent Chair of the board
Blackpearl Group’s Chair is a non-executive Director who is elected by the Directors. Although the Chair of the Board is not independent (and
Blackpearl Group has not followed Recommendation 2.9 of the NZX Code since listing), the Board considers that for the size and structure of
the Company, an independent Chair is not required at this time.
Recommendation 2.10 - The Chair and the CEO should be different people
Blackpearl Group’s Chair and CEO are different people.
Corporate Governance
ANNUAL REPORTBLACKPEARL GROUPPAGE 46FY 2026
Corporate Governance
For the 12 months ended 31 March 2026, the Directors believe that proper accounting records have been kept which enable, with reasonable
accuracy, the determination of Blackpearl Group’s financial position and facilitate compliance with the Companies Act 1993 and the Financial
Markets Conduct Act 2013.
Senior management has confi
rmed in writing to the Board that Blackpearl Group’s external financial reports present a true and fair view of the
Company’s financial position in all material aspects. Blackpearl Group’s full year financial statements are available on our website.
Recommendation 4.4 - Non-Financial Reporting
Blackpearl Group is committed to using its resources responsibly and will look for opportunities to reduce any negative environmental risk
or impact from business operations, products and services. The Board encourages diversity and will not knowingly participate in business
situations where Blackpearl Group could be complicit in human rights and labour standard abuses.
Blackpearl Group discusses its non-financial objectives and its progress against these objectives in the Chair and senior management’s
commentary in shareholder reports, (since January 2024) in quarterly updates, and at other investor events during the year including investor
presentations and the Annual Shareholders’ Meeting.
Given Blackpearl Group’s size and structure, the Board has elected not to adopt a formal environmental, social and governance framework. The
Company remains aware of changes to non-financial reporting standards, particularly changes to climate-related disclosures.
Principle 5:
Remuneration
“The remuneration of Directors and Executives should be transparent, fair and reasonable.”
Recommendation 5.1 - Remuneration of Directors
Under the NZX Listing Rules, Blackpearl Group’s shareholders fix the total remuneration available for Directors. Approval is sought for any
increase in the pool available to pay Directors’ fees, and any recommendations to shareholders regarding Director remuneration are provided
for approval in a transparent manner. The current Director fee pool was set pre-listing in 2022 and disclosed in Blackpearl Group’s Listing Profile.
Blackpearl Group believes the current fees are set at a fair market rate.
Blackpearl Group’s Remuneration Policy is in line with best practice guidelines from the New Zealand Institute of Directors. The Remuneration
Committee is responsible for reviewing and recommending Directors’ remuneration to the Board for approval.
Non-executive Directors are entitled to be reimbursed for costs directly associated with carrying out their duties, including travel costs. Board
policy is that no sum is paid to a non-executive Director upon retirement or cessation of office.
Further detail on the Director fees and individual Director remuneration breakdown can be found in the Remuneration Report on page 56
of
the Annual Report.
Recommendation 5.2 - Remuneration of Executives
Blackpearl Group’s Executive Remuneration policy is set out in the Remuneration Report, at page 53 of the Annual Report.
Recommendation 5.3 – CEO Remuneration
The current CEO remuneration is set out in the Remuneration Report, on page 54 of the Annual Report
Director Meeting Attendance
For the year ended 31 March 2026, eight formal Board meetings were held and regular informal video and/or phone conferences have been
used as required. The table below sets out Director attendance at Board and Committee meetings during FY26:
Board MeetingsAudit and Risk CommitteeRemuneration Committee
Total number of meetings held822
Tim Crown722
Nick Lissette82-
Mark Osborne722
Hugo Fisher71-
Jyllene Miller8--
Recommendation 3.6 - Takeover Protocols
In the case of a takeover offer (or similar), Blackpearl Group will form an independent Board Committee to oversee a response to the offer and
engage expert legal and financial advisors to provide advice and ensure compliance with applicable law.
Principle 4:
Reporting & Disclosure
“The Board should demand integrity in financial and non-financial reporting, and in the
timeliness and balance of corporate disclosures.”
Recommendation 4.1 - Continuous Disclosure
The Board focuses on providing accurate, adequate, and timely information both to its shareholders and to the market generally. This enables
all investors to make informed decisions about Blackpearl Group. All significant announcements made to NZX/ASX, and reports issued, are
posted on Blackpearl Group’s website.
Blackpearl Group’s Continuous Disclosure Policy governs the responsibilities and procedures for releasing material information to the market to
ensure compliance under the NZX Listing Rules so that:
•
all investors have equal and timely access to material information concerning Blackpearl Group, including its financial situation,
performance, ownership and governance; and
•company announcements are factual and presented in a clear and balanced form.
Accountability for compliance with disclosure obligations sits with the Chair and the CEO. Significant market announcements, including
the preliminary announcement of the quarterly, half year and full year results, the accounts for those periods and any advice of a change in
earnings forecast are approved by the Board.
Recommendation 4.2 - Key Governance Documents
Copies of Blackpearl Group’s key governance documents, including the Continuous Disclosure Policy, Code of Ethics, Financial Products
Trading Policy and Board and Committee Charters and Policies are available on our website at https://www.blackpearl.com/investors.
Recommendation 4.3 - Financial Reporting
The Board is responsible for ensuring:
•that the financial statements give a true and fair view of Blackpearl Group’s financial position;
•that the financial statements have been prepared using appropriate accounting policies;
•that the accounting policies have been consistently applied and supported by reasonable judgements; and
•
that all r
elevant financial reporting and accounting standards have been followed.
The Audit and Risk Committee oversees the quality and integrity of external financial reporting, including the accuracy, completeness, balance
and timeliness of financial statements. It reviews Blackpearl Group’s full and, when available, quarterly and half year financial statements and
makes recommendations to the Board concerning accounting policies, areas of judgement, compliance with accounting standards, stock
exchange and legal requirements, and the results of the external audit.
All matters required to be addressed, and for which the Committee has responsibility, were addressed during the reporting period.
Corporate Governance
ANNUAL REPORTBLACKPEARL GROUPPAGE 48FY 2026
Recommendation 7.3 - Internal Audit
Due to Blackpearl Group’s size and current position, Blackpearl Group does not have a dedicated internal auditor role. Blackpearl Group
does have an Audit and Risk Committee for educating and improving internal risk processes. As the Company grows, it will consider further
resources in this area.
Principle 8:
Shareholder Rights & Relations
“The Board should respect the rights of shareholders and foster constructive relationships with
shareholders that encourage them to engage with the issuer.”
Recommendation 8.1 - Access to Information
Blackpearl Group is committed to ensuring that its shareholders are kept up to date with key activities and are provided with relevant
information about the Company and its performance. The Company communicates with shareholders during the financial year through annual,
half year and quarterly reports, investor webinars, and at the Annual Shareholders’ Meeting.
Blackpearl Group maintains an investor relations section on it’s website available to access at https://www.blackpearl.com/investors. This
provides access to key corporate governance documents, copies of all major announcements, company reports and presentations.
Recommendation 8.2 - Investor Communication
Written communications and reports are available to be viewed on the Blackpearl Group’s website, as well as emailed to shareholders that elect
to be emailed.
Market announcements are also available on the NZX website https://www.nzx.com/companies/BPG/announcements.
In addition to shareholders, Blackpearl Group has a wide range of stakeholders and maintains open channels of communication for all
audiences, including the investing community and product partners.
Recommendation 8.3 - Voting on Major Decisions
In accordance with the NZX Listing Rules, shareholders have the right to vote on major decisions which may change the nature of Blackpearl
Group. Each shareholder has one vote per share and voting is conducted by polls.
Recommendation 8.4 - Additional Equity Offers
On 12 August 2025, Blackpearl Group announced a $15 million equity raise (with the ability to accept oversubscriptions) by way of a private
placement (Placement) and accelerated non-renounceable entitlement offer (ANREO). The raise was oversubscribed following strong demand,
and Blackpearl Group raised approximately $15.1 million.
Blackpearl Group sought to maximise the opportunity for existing institutional and high net worth shareholders to participate in the
Placement by giving them reasonable notice of, and the ability to participate in, the Placement. Retail investors, including existing Blackpearl
Group shareholders, had an opportunity to participate in the Placement through allocations to leading New Zealand broking firms. Existing
shareholders then also had the ability to participate in the ANREO. As part of the ANREO Blackpearl Group also offered existing shareholders an
oversubscription facility. The Placement, ANREO and oversubscription facility shares were all offered at the same price. Existing shareholders
were accordingly offered the opportunity to maintain their proportionate shareholding following the Placement.
Blackpearl Group’s allocation statement on the Placement can be found in the Company’s announcement dated 19 August 2025 at https://
www.nzx.com/companies/BPG/announcements.
On 13 November 2025, Blackpearl Group announced a A$10.2 million equity raise by way of an off-market placement, which was fully
subscribed. Blackpearl Group sought to allocate participating existing shareholders a minimum of their pro-rata equivalent of the total funds
raised, with remaining capacity made available for new institutional investors. Supported by the momentum of, and having regard to, Blackpearl
Group’s ASX listing, the raise brought in new, strategically aligned, institutional shareholders who demonstrated confidence in Blackpearl Group
and were likely to provide liquidity for Blackpearl Group shares on the ASX Market.
Blackpearl Group’s allocation statement on the Placement can be found in the Company’s announcement dated 21 November 2025 at https://
www.nzx.com/companies/BPG/announcements.
Blackpearl Group elected to undertake these offer structures in light of Blackpearl Group’s concentrated shareholder base, a desire to diversify
its share register to promote increased support for Blackpearl Group and, by extension, increased liquidity. As previously disclosed, Blackpearl
Group felt that its shares were under-valued and considers that these offer structures, combined with its ASX Foreign-Exempt Listing, has
contributed towards enhanced price-discovery for shareholders while strengthening its institutional shareholder base.
Should Blackpearl Group consider raising additional capital, Blackpearl Group will structure the offer having regard to likely levels of shareholder
participation and optimising and enhancing the ability to maximise the level of capital raised. When practical, the Board will look to give all
existing shareholders an opportunity to participate in any capital raising.
Principle 6:
Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer and how
to manage them. The Board should regularly verify that the issuer has appropriate processes
that identify and manage potential and material risks.”
Recommendation 6.1 – Risk Management Framework
Blackpearl Group is committed to managing risks proactively. The Audit and Risk Committee assists the Board in carrying out its risk
management responsibilities by providing additional oversight regarding Blackpearl Group’s risk management framework and monitoring
compliance with that framework.
The Board delegates day to day management of the risk management framework to senior management. The executive team and senior
management maintain a risk register identifying the material risks facing the Company and how Blackpearl Group will manage them. The risk
register is reported to the Board on a regular basis and is reviewed by the Board to ensure that it reflects any developments and growth in the
business. The Board is satisfied that Blackpearl Group has in place a risk management process to identify, manage effectively and monitor
Blackpearl Group’s principal risks. Blackpearl Group maintains insurance policies that it considers adequate to meet its insurable risks.
Recommendation 6.2 - Health and Safety
Given the nature of Blackpearl Group’s business and size, Blackpearl Group does not have a dedicated Health and Safety committee. The
Board, however, is mindful that BPG People are exposed to mental health, stress and wellbeing risks. To ensure the mitigation of these risks,
Blackpearl Group strives to create a positive and thriving company culture and offer competitive remuneration and incentive packages for its
employees and contractors.
Principle 7:
Auditors
“The Board should ensure the quality and independence of the external audit process.”
Recommendation 7.1 - External Auditors
The Audit and Risk Committee Charter governs the Board’s relationship with its external auditors. Blackpearl Group’s compliance with the Audit
and Risk Committee Charter ensures that:
•
audit in
dependence is maintained, both in fact and appearance, such that Blackpearl Group’s external financial reporting is viewed as
being reliable and credible; and
•free and open communication between the Directors and external auditors is maintained.
In relation to Blackpearl Group’s relationship with external auditors, the Audit and Risk Committee is responsible for:
•
reviewing and enquiring into Blackpearl Group’s financial statements, including providing the Board with additional assurance about the
quality and reliability of any financial information issued publicly by the Company from time to time;
•
approving the auditor’s engagement letter and setting audit fees;
•pre and post audit meetings, including any meetings with auditors or senior management as required;
•r
eviewing the Company’s annual audit plan and audit timetable;
•
r
eviewing the management letter, auditor performance and ensuring rotation of the audit partner; and
•
approving any non-audit engagements performed by the audit firm.
For FY26, William Buck Audit (NZ) Limited was the external auditor for Blackpearl Group. William Buck was
first appointed as auditor on 10
February 2023. Rotation of the audit partner occurs every five years.
All audit work at Blackpearl Group is separated from non-audit services, to ensure that appropriate independence is maintained. In FY26,
William Buck provided audit work to Blackpearl Group including assurance services over the accounts of B2B Rocket Inc., which Blackpearl
Group acquired in August 2025. William Buck also provided assurance services over Blackpearl Group’s pro-forma financial information
required by the ASX for the Company’s foreign-exempt listing. The amount of fees paid to William Buck during FY26 is identified on page 64.
William Buck has provided the Audit and Risk Committee with written confirmation that, in its view, it was able to operate independently during
the year.
Recommendation 7
.2 - Auditor attendance at the Annual General Meeting
William Buck is available to attend each Annual Meeting of the Company (either virtually or in person), and the Audit Director is available to
answer questions from shareholders at that Meeting.
Corporate Governance
ANNUAL REPORTBLACKPEARL GROUPPAGE 50FY 2026
Recommendation 8.5 - Notice of Meetings
Blackpearl Group held its annual meeting of shareholders in July 2025. Blackpearl Group gave shareholders 10 working days’ notice of its Annual
Meeting rather than the recommended 20-working days.
Blackpearl Group considers that shareholders had sufficient time to consider the matters to be discussed at the Annual Meeting, including all
supporting materials. At the time, Blackpearl Group was undertaking two time critical transactions and felt that a 10-working day notice period
was necessary to ensure it could complete those transactions without impacting shareholders’ ability to adequately consider the relevant
matters and materials to be discussed.
Blackpearl Group will hold its annual meeting of Shareholders in August 2026. Blackpearl Group will aim to provide at least 20 working days of
the notice of the Annual Shareholders’ Meeting, which will be posted on Blackpearl Group’s website, announced on the NZX/ASX and sent to
shareholders prior to the meeting.
ANNUAL REPORTBLACKPEARL GROUPPAGE 52FY 2026
FINANCIALS
ANNUAL REPORT
Remuneration
Governance
ANNUAL REPORTBLACKPEARL GROUPPAGE 54FY 2026
Remuneration GovernanceRemuneration Governance
The Board has established a Remuneration Committee to oversee and promote Blackpearl Group’s remuneration policy and remuneration
practices. The Remuneration Committee operates under the Remuneration Committee Charter, which prescribes its objectives and
responsibilities. The Remuneration Committee Charter is available to view here.
The Remuneration Committee comprises of Mark Osborne (Chair), Hugo Fisher, and Tim Crown. The composition of the Committee has not
altered since Blackpearl Group listed on the NZX Market in December 2022.
The majority of the members of the Remuneration Committee are independent directors. Management only attends Committee meetings by
invitation.
The responsibilities of the Committee are:
•
reviewing and recommending to the Board for approval Blackpearl Group’s Remuneration Policy and packages for Directors and senior
managers;
•
ensuring th
e structure of Blackpearl Group’s Remuneration Policy allows Blackpearl Group to attract and retain Directors and senior
managers of sufficient calibre to facilitate the efficient and effective governance and management of Blackpearl Group;
•
ensuring all r
emuneration procedures are followed for Directors; and
•
r
eviewing and recommending to the Board measurable objectives for improving diversity in accordance with Blackpearl Group’s Diversity
Policy.
Executive Remuneration Policy
Executive remuneration consists of a salary (including KiwiSaver contributions from Blackpearl Group) and, subject to Board discretions, the
ability to participate in the Key Personnel Restricted Share Unit Plan (as well as the ability to participate in any new employee share rights
scheme that Blackpearl Group puts in place).
The Remuneration Committee is responsible for reviewing and recommending senior managers’ remuneration to the Board for approval. The
Board believes senior management remuneration is fair and reflects the performance requirements and expectations of the roles for which it is
paid.
Executive Remuneration Framework
Blackpearl Group’s executive remuneration policies and practices are designed to attract, retain and motivate high calibre people. Blackpearl
Group primarily operates in the US market and with that in mind, the Board benchmarks its executive remuneration against other listed issuers
with a similar market capitalisation that primarily operate in the USA. In addition, Blackpearl Group seeks to ensure that remuneration paid to,
particularly its senior employees, is competitive in both the New Zealand and US markets to assist with retention.
The Board has reviewed executive remuneration with the assistance of external independent advice. Executive remuneration comprises a
fixed component and, as at 31 March 2026, there is a pre-listing employee share rights scheme (Pre-Listing Share Rights Scheme) and a Key
Personnel Restricted Share Unit Plan, under which Blackpearl Group has granted current or former employees and independent contractors
rights to Shares.
Pre-Listing Share Rights Scheme
Under the Pre-Listing Share Rights Scheme, current and former employees and independent contractors were granted rights to Shares either:
•after completing specified periods of service (the period of time varies, but typically the service length is two years and share rights vest in
two tranches, with 50% of share rights vesting after 12 months and the remaining 50% vesting after 24 months); or
•as r
ecognition for performed services.
Once vested, the share rights are held in trust for the current or former employee, director or independent contractor until the employee,
Director, or independent contractor requests in writing that the relevant shares be issued and transferred to them, or Blackpearl Group notifies
the employee, director or independent contractor in writing that the relevant shares will be issued and transferred to them. Once vested, each
share right may be exercised for one ordinary share. The exercise price is nil per share. The share rights have no expiry date. Until notice is given
by either party, the shares are not issued and the share rights themselves carry no voting rights, no right to the payment of dividends and no
rights on liquidation of Blackpearl Group.
Key Personnel Restricted Share Unit Plan
On 17 June 2024, Blackpearl Group introduced the Key Personnel Restricted Share Unit (RSU) Plan (Key Personnel RSU Plan). Under the Key
Personnel RSU Plan, select employees of Blackpearl Group are granted RSUs as recognition for services performed during the individual’s term
of employment. Provided that any vesting conditions and timetable as specified in the employee’s letter of invitation are met and the exercise
price (if any) is paid, each RSU may convert into an ordinary share in Blackpearl Group on a one-for-one basis. Ordinary shares issued on
conversion will rank equally with all other fully paid ordinary shares on issue. Key personnel are offered an LTI award on a case-by-case basis, as
determined by the Remuneration Committee.
The objectives of the Key Personnel RSU Plan are to:
•reward and retain key personnel
•pr
omote a positive transformation of Blackpearl Group; and
•
align the incentives of participants with the interests of Blackpearl Group's shareholders.
The RSUs will lapse when an employee ceases employment with Blackpearl Group and at the expiry date as specified in the employee’s letter
of invitation.
CEO Remuneration Arrangements & Outcomes
Nick Lissette is the CEO as at 31 March 2026. Nick Lissette did not receive any remuneration in his capacity as a Director but was remunerated
as CEO as detailed below. The CEO’s remuneration is reviewed annually by the Remuneration Committee and approved by the Board. The
CEO’s total remuneration package for the year ended 31 March 2026 is detailed below.
Structure
The CEO’s remuneration package comprises:
•A fixed base salary.
•An at-risk short-term incentive (STI) of up to 13% of base salary subject to Blackpearl Group performance.
•A discretionary bonus of 42% of base salary to reflect individual and Blackpearl Group performance.
YearFixed Remuneration
Short Term
Incentive
(STI)
BonusLong Term Incentive (LTI)Total
Base Salary
Other
Benefits
Earned
Total
Cash-based
remuneration
earned
Number
of Shares
Vested
Aggregate
Market Price
at Vesting
FY26NZ$605,205-NZ$80,000NZ$250,000NZ$935,205NZ$935,205
FY25NZ$478,743-NZ$170,000125,000NZ$123,845NZ$772,588
Nick Lissette is the CEO as at 31 March 2026. Nick Lissette did not receive any remuneration in his capacity as a Director but was remunerated
as CEO as detailed below. The CEOs remuneration is reviewed annually by the Remuneration Committee and approved by the Board. The CEO’s
total remuneration package for the year ended 31 March 2026 is detailed above.
While Blackpearl Group is incorporated and headquartered in New Zealand, the USA is its primary market and the source of most revenue, so
the CEO role demands deep USA sales/martech experience — and the Board, with independent advice, benchmarks remuneration against
comparable US-listed tech issuers and considers it appropriately positioned.
The Board has identifi
ed the CEO as critical to sustaining Blackpearl’s ARR growth and capturing its large US opportunity, and considers his
remuneration package — alongside his existing shareholding — to keep his interests materially aligned with shareholders.
The CEO’s FY26 remuneration was settled in cash, with no long-term incentive (LTI) shares granted during the period. Two factors informed this
outcome.
First, share rights vested to the CEO in prior periods (under arrangements predating the Key Personnel RSU Plan) gave rise to personal tax
obligations during FY26. The Board determined that requiring the CEO to dispose of shares in order to meet those obligations was not in the
interests of Blackpearl Group or its shareholders, given the CEO’s existing shareholding and the alignment that shareholding provides. Cash
remuneration in FY26 reflected that determination.
Second, available capacity within the Key Personnel RSU Plan during FY26 was directed toward broader employee participation, consistent with
the Plan’s stated objective of rewarding and retaining key personnel across the organisation.
The Board has separately approved a retention-based LTI for the CEO and expects to resume performance-linked equity grants to the CEO in
FY27 now that Plan capacity has been replenished. The Board considers the CEO’s interests to remain materially aligned with those of
shareholders through his existing direct and beneficially-held shareholding (refer to Director’s
Shareholdings Interests, page 62.
Short Term Incentives
Under Nick Lissette’s Short-Term Incentive during FY26, NZ$80,000 was earned and paid in cash. The STI was directly linked to the Company’s
fi
nancial performance and value created for shareholders. In particular, annual recurring revenue growth targets were achieved, which is a key
growth metric for Blackpearl Group and growth in Blackpearl Group's market capitalisation was achieved.
Discretionary Bonus
During FY26, Nick Lissette was paid $250,000 in recognition of his performance. The criteria for this discretionary bonus included the
successful acquisition of B2B Rocket, Inc in addition to the achievements outlined above. This acquisition represented execution of a key
strategic initiative for Blackpearl Group within a year of significant corporate and business activity.
Long Term Incentive
125,000 RSUs vested with Nick FY25 under the Company’s Key Personnel RSU Plan (of the 125,000 RSUs, 76,250 RSUs were converted into
ordinary shares and 48,750 RSUs were forfeited to net settle tax paid by the Company on behalf of Nick in respect of the conversion).
Blackpearl Group – FY26 Remuneration Report
Remuneration Governance
ANNUAL REPORTBLACKPEARL GROUPPAGE 56FY 2026
Remuneration GovernanceRemuneration Governance
Remuneration Bands
The table below shows the number of current and former employees of the Company (not being Directors of the Company) who received
remuneration and other benefits, including non-cash benefits and share-based remuneration, in their capacity as employees during the year
ended 31 March 2026 that in value was or exceeded NZ$100,000 per annum.
RemunerationFY26 No. of EmployeesFY25 No. of Employees
NZ$100,001 - NZ$110,00061
NZ$110,001 - NZ$120,0002-
NZ$120,001 - NZ$130,000-2
NZ$130,001 - NZ$140,0007-
NZ$140,001 - NZ$150,00021
NZ$150,001 - NZ$160,00041
NZ$160,001 - NZ$170,00022
NZ$170,001 - NZ$180,00033
NZ$180,001 - NZ$190,00082
NZ$190,001 - NZ$200,0003-
NZ$200,001 - NZ$210,000-2
NZ$210,001 - NZ$220,00011
NZ$220,001 - NZ$230,0004-
NZ$230,001 - NZ$240,000-1
NZ$240,001 - NZ$250,0001-
NZ$250,001 - NZ$260,00013
NZ$260,001 - NZ$270,0001-
NZ$280,001 - NZ$290,0002-
NZ$300,001 - NZ$310,000-1
NZ$310,001 - NZ$320,00011
NZ$320,001 - NZ$330,000-1
NZ$380,001 - NZ$390,000-1
NZ$390,001 - NZ$400,0001-
NZ$400,001 - NZ$410,000-1
NZ$420,001 - NZ$430,0001-
Director Remuneration
Blackpearl Group’s Remuneration Policy is in line with best practice guidelines from the New Zealand Institute of Directors. The Remuneration
Committee is responsible for reviewing and recommending Directors’ remuneration to the Board for approval. Non-executive Directors are
entitled to be reimbursed for costs directly associated with carrying out their duties, including travel costs. Board policy is that no sum is paid
to a non-executive Director upon retirement or cessation of office.
Under the NZX Listing Rules, Shareholders fix the total remuneration available for Directors. Approval is sought for any increase in the pool
available to pay Directors’ fees, and any recommendations to shareholders regarding Director remuneration are provided for approval in a
transparent manner. The current Director fee pool was set pre-listing in 2022 and disclosed in Blackpearl Group’s Listing Profile. Blackpearl Group
believes the current fees are set at a fair market rate.
The overall director fee pool (the total fees available for payment to Directors in their capacity as Directors) was set pre-listing in 2022 at a
maximum of NZ$320,000 per annum. Under Listing Rule 2.11.3, where there is an increase in the number of Directors, the Board may increase the
overall director fee pool to enable the additional Director(s) to be paid no more than the average amount then being paid to each non-executive
Director (other than the Chair). The Board may allocate the Director fee pool among the Directors as the Board sees fit from time to time.
During FY26, the Director fee pool was allocated as follows:
• NZ$180,000 per annum to the role of Chair; and
• NZ$70,000 per annum to each other Director (other than executive directors).
In order to preserve cash in Blackpearl Group and align (or further align) the interests of the non-executive directors with Blackpearl Group, the
Board and each non-executive Director agreed for Blackpearl Group to make:
• a one-off issue of restricted shares to the non-executive Directors expected to be in office as at 1 December 2022 in part or full payment
of Director fees for the period from 1 December 2022 to 30 November 2024. Such restricted shares were issued before listing on 29
November 2022;
• a one-off issue of restricted shares to Hugo Fisher prior to his appointment as a non-executive Director in part payment of Director fees
for the period from 18 July 2023 to 17 July 2025. Such restricted shares were issued from Blackpearl Group’s placement capacity on 17 July
2023, before Hugo Fisher was appointed as a Director; and
• a one-off issue of restricted shares to Jyllene Miller prior to her appointment as a non-executive Director in part payment of Director fees
for the period from 10 September 2024 to 9 September 2026. Such restricted shares were issued from Blackpearl Group’s placement
capacity on 9 September 2024, before Jyllene Miller was appointed as a Director.
Since 1 December 2024, Directors have had an option to receive their Director fees as equity securities, in whole or in part. Tim Crown has
elected to receive ordinary shares in lieu of cash payment of Director fees for the period from 1 December 2025 to 30 November 2026. The
ordinary shares will be issued to Tim at the end of the period (on 1 December 2026) in accordance with NZX Listing Rule 4.7 (Issues to Directors
as Remuneration). Except as stated in this section, Directors receive their Director fees in cash.
Restricted Shares
The restricted shares issued to Tim Crown and Mark Osborne have an issue price of NZ$1.25 per restricted share, the restricted shares issued
to Hugo Fisher have an issue price of NZ$0.42 per restricted share and the restricted shares issued to Jyllene Miller have an issue price of
NZ$1.00 per restricted share, but in each case were issued to the relevant directors as fully paid for nil consideration. Each restricted share has
the same terms as the Shares in the Company (and rank equally with Shares in respect of a liquidation of the Company and the payment of
dividends) except that the restricted shares:
• are not transferable;
• automatically convert into Shares in accordance with the following terms:
• half convert (or converted) on the one year anniversary date of the issue date of the applicable restricted shares; and
• half will convert (or converted) on the two year anniversary date of the issue date of the applicable restricted shares; and
• can be redeemed by the Company for a total sum of NZ$1.00 in aggregate for all of a director’s restricted shares then on issue if the
relevant director ceases to stay in office at any time before the two-year anniversary date of the issue date of the applicable restricted
shares.
Director Remuneration
The table below sets out the total of the remuneration and the value of other benefits received by each Director or former Director during the
financial year to 31 March 2026. The Board Charter provides that no sum is paid to any non-executive Director upon retirement or cessation of
office.
DirectorBoard Fees¹Other BenefitsTotal FY26Date Appointed
Timothy CrownNZ$180,000NZ$180,0002 January 2020
Nick Lissette-NZ$935,205NZ$935,205225 October 2012
Mark OsborneNZ$70,000-NZ$70,00024 November 2022
Hugo FisherNZ$70,0003-NZ$70,00018 July 2023
Jyllene MillerNZ$70,0004-NZ$70,00010 September 2024
TotalNZ$390,000NZ$935,205NZ$1,325,205
1. The board does not pay committee fees.
2. During the FY26 period, Nick Lissette received NZ$605,205 as the CEO of Blackpearl Group, NZ$80,000 in cash as part of a Short-Term Incentive and a bonus of
NZ$250,000.
3. For the period from 1 April 2025 to 31 March 2026, Hugo Fisher was issued 71,428 fully ordinary shares at $0.42 per share, in lieu of part of the cash payment
of Director fees as part of the Director remuneration package as described above. The value of the ordinary shares is NZ$30,000 for the FY26 period, with the
remaining remuneration for Director fees payable to Hugo Fisher in cash.
4. For the period from 1 April 2025 to 31 March 2026, Jyllene Miller was issued 30,000 fully paid ordinary shares at $1.00 per share, in lieu of part of the cash payment
of Director fees as part of the Director remuneration package as described above. The value of the ordinary shares is NZ$30,000 for the FY26 period, with the
remaining remuneration for Director fees payable to Jyllene Miller in cash.
ANNUAL REPORTBLACKPEARL GROUPPAGE 58FY 2026
Additional
Statutory
Information
ANNUAL REPORT
FINANCIALS
Additional Statutory InformationAdditional Statutory Information
ANNUAL REPORTBLACKPEARL GROUPPAGE 60FY 2026
Directors
The following persons were Directors of Blackpearl Group as at 31 March 2026:
Director
Tim CrownNon-independent Director and Chair
Nick LissetteExecutive Director and CEO
Mark OsborneIndependent Director
Hugo FisherIndependent Director
Jyllene MillerIndependent Director
Disclosure Of Interest By Directors
In accordance with section 140(2) of the Companies Act 1993, the Company maintains an interests register in which Directors’ interests are
recorded. The following are particulars of general disclosures of interest by Directors holding office at 31 March 2026. Particulars of entries
made during the year to 31 March 2026 are noted in brackets, for the purposes of section 211(1)(e) of the Companies Act 1993.
DirectorName of Business or EntityNature and Extent of Interest
Tim Crown*Black Pearl Group LimitedChairman/Director/Shareholder
Black Pearl Mail, IncDirector
Crown BP Holdings, LLCDirector/Shareholder
Insight Enterprises, IncChairman/Director/Shareholder
Prospect Desk, LLCShareholder
Trovo Data Holdings, IncDirector/Shareholder
Ohana Farm, LLCShareholder
Nick LissetteBlack Pearl Group LimitedDirector/Shareholder/CEO
Black Pearl Mail, IncDirector
Newoldstamp LimitedDirector
Bebop AI LimitedDirector
The Better Wine Company New Zealand LimitedDirector/Shareholder
NJL LimitedDirector/Shareholder
Per Aspera Ad Astra TrustTrustee
(B2B Rocket Inc)(Director)
Mark OsborneBlack Pearl Group LimitedDirector/Shareholder
Noir Perle LimitedDirector
Doubtless Beauty LimitedDirector/Shareholder
Doubtless Consulting LimitedDirector Shareholder
Northland Inc LimitedDirector
Top End Tours LimitedDirector/Shareholder
FLGX BOI LimitedDirector/Shareholder
Te Ahu Charitable TrustDirector
DirectorName of Business or EntityNature and Extent of Interest
Hugo FisherBlack Pearl Group LimitedDirector/Shareholder
Golden Horse MineralsShareholder
Greenmount Capital LimitedManaging Partner
(Greenmount Capital Private Equity Fund
II Manager Limited)
(Director)
(Greenmount Capital Private Equity Fund
II GP Limited)
(Director)
Jyllene MillerBlack Pearl Group LimitedDirector/Shareholder
Concentrix CorporationShareholder
* Tim Crown (including through entities of which he controls or has significant influence) holds an extensive portfolio in a large number of enterprises globally.
This investment portfolio includes both passive and active investments. Standing entries in the interests register are included for Mr. Crown’s principal interests
and any other interests which are considered potentially relevant to his role as a director of the Company. Due to the extent and changing nature of Mr. Crown’s
investment portfolio, it is impractical to include entries for each investment in the portfolio (which are generally irrelevant to the Company in any event). The Board
reviews the interests register at every Board meeting to ensure that any interest relevant to the Company are included in the interests register in accordance with
the Companies Act 1993.
Director’s Share Dealings
In accordance with the Companies Act 1993, between 1 April 2025 and 31 March 2026 the Board received the following disclosures from
Directors of acquisitions and dispositions of relevant interests in shares issued by the Company and details of such dealings were entered
in the Company’s interests register.
DirectorTransactionNumber of
Securities
Price per
Security
Date
Hugo FisherOrdinary shares issued on the
conversion of Restricted Shares
71,428NZ$0.4218 July 2025
Jyllene MillerOrdinary shares issued on the
conversion of Restricted Shares
30,000NZ$1.0023 September 2025
Tim CrownSale of Warrants1,787,629NZ$1.09529 January 2026
Tim CrownOff-market transfer of Ordinary
Shares from Crown BP Holdings, LLC
to personal holding
2,104,198NZ$0.0012 March 2026
Disclosures
Additional Statutory InformationAdditional Statutory Information
ANNUAL REPORTBLACKPEARL GROUPPAGE 62FY 2026
Spread of Security Holders
As at 31 March 2026:
Size of ShareholdingNumber of Holders% of ShareholdersTotal Shares Held% of Shares
1-1,00012216.29%70,5370.07%
1,001-5,00019425.90%541,9360.56%
5,001-10,00010614.15%861,3180.89%
10,001-50,00020827.77%4,885,1945.04%
50,001-100,000395.21%2,802,4132.89%
100,001 or more8010.68%87,790,01990.55%
Total749100%96,951,417100%
Top 20 Shareholders
The names and holdings of the twenty largest registered shareholders in the Company as at 31 March 2026 were:
RankShareholderTotal Shares Held% of Shares
1Citibank Nominees (NZ) Ltd13,962,18314.40%
2New Zealand Depository Nominee7,601,1707.84%
3HSBC Custody Nominees (Australia) Limited4,819,5364.97%
4VTPE Investments LLC4,130,0284.26%
5J P Morgan Nominees Australia Pty Ltd4,065,5894.19%
6Accident Compensation Corporation4,053,7124.18%
7Discount Nominees Limited3,789,4733.91%
8Custodial Services Limited3,548,5893.66%
9Nicholas John Lissette and Karen Islay Cargill2,573,2052.65%
10UBS Nominees Pty Ltd2,509,1212.59%
11Bond Street Custodians Limited2,500,0002.58%
12Sir Owen George Glenn2,403,7202.48%
13Allan Raymond Smith & Neil William Welch2,297,8712.37%
14Eric Crown1,847,0001.91%
15Springcapital Club Pty Ltd1,673,3321.73%
16JBWERE (NZ) Nominees Limited1,447,9021.49%
17Volodymyr Zastavnyy1,303,6341.34%
18Noah Loul1,301,8821.34%
19Neil Andrew Richardson1,083,4481.12%
20Michael James Lowe & Maria Luisa Lowe1,082,9661.12%
Director’s Shareholdings Interests
As at 31 March 2026 the Directors of the Company had the following relevant interests in the Company’s Ordinary Shares, Restricted Shares,
Warrants, and RSUs under the Key Personnel Plan.
DirectorLegal Ownership or other Nature of the
Interest
Ordinary
Shares
Restricted
Shares
WarrantsRSUs
Tim CrownBeneficial owner of Ordinary Shares.
Has the power to control the exercise of
a right to vote attached to, and the power
to control the disposal of, the voting
products of Crown BP Holdings, LLC. Crown
BP Holdings, LLC is owned by the Heidi J.
Crown 2012 Irrevocable Trust. Tim Crown
is the settlor and trustee of the Heidi J.
Crown 2012 Irrevocable Trust.
Has the power to exercise, or control the
exercise of, the right to vote attached
to 20% or more of the voting products
of Ohana Farms, LLC, as an indirect
shareholder of Ohana Farms, LLC, and so
has a relevant interest in the Ordinary
Shares held by Ohana Farms, LLC.
7,945,503---
Nick LissetteHas a relevant interest in the Ordinary
Shares and RSUs held by Nick Lissette and
Karen Cargill as trustees of the Per Aspera
Ad Astra Trust (a family trust associated
with Nick Lissette), as Nick Lissette,
together with independent trustee Karen
Cargill, has the power to control the
exercise of rights attaching to such shares.
2,573,205--125,000
Mark OsborneBeneficial owner of Ordinary Shares55,955---
Hugo FisherRegistered holder of Ordinary Shares142,857---
Jyllene MillerRegistered Holder of Ordinary Shares and
Restricted Shares
30,00030,000--
Use of Company Information
There were no notices from Directors of the Company pursuant to section 145 of the Companies Act 1993 requesting to use Company
information received in their capacity as directors that would not otherwise have been available to them.
Subsidiary Company Directors
The following persons held office as directors of subsidiary companies as at 31 March 2026. No directors’ fees were paid to Directors of
subsidiary entities.
CompanyDirectors
Newoldstamp LimitedNick Lissette
Black Pearl Mail, Inc (US registered subsidiary)Nick Lissette, Tim Crown
Noir Perle LimitedMark Osborne
Bebop AI LimitedNick Lissette
B2B Rocket, Inc (US registered subsidiary)Nick Lissette
Additional Statutory InformationAdditional Statutory Information
ANNUAL REPORTBLACKPEARL GROUPPAGE 64FY 2026
Substantial Product Holders
The following substantial product holder information is given pursuant to section 293 of the Financial Markets Conduct Act 2013 and is based
on substantial product holder notices filed with the Company during FY26 and the Company’s share register at 31 March 2026. As at 31 March
2026, details of the substantial product holders in the Company and their relevant interests in the Company’s ordinary shares are shown in the
table below. The total number of voting securities (fully paid ordinary shares) of the Company as at 31 March 2026 was 96,951,417.
Substantial Product HolderNumber of Shares% of Issued Shares
Tim Crown7,945,5038.20%
Ellerston Capital Limited5,195,8525.36%
Other Information
Auditor’s Fees
For FY26, William Buck Audit (NZ) Limited was the external auditor for Blackpearl Group. William Buck was first appointed as auditor on 10
February 2023. During the year ended 31 March 2026, the amount payable by Blackpearl Group to William Buck as audit fees was NZ$140,000.
The amount of fees payable to William Buck for non-audit work during the year ended 31 March 2026 was NZ$77,000.
Donations
During the year ended 31 March 2026, Blackpearl Group made donations to the local community totalling NZ$3,850.
NZX Waivers
There were no waivers granted by NZX or relied on by the Company in the 12 months preceding 31 March 2026.
ASX Listing Rule 1.15.3 Statement
For the purposes of ASX Listing Rule 1.15.3, Blackpearl Group Limited (an ASX Foreign Exempt entity) confirms that it has complied with, and
continues to comply with, the Listing Rules of NZX Limited, which is its home exchange, for the 12 months ended 31 March 2026.
ANNUAL REPORTBLACKPEARL GROUPPAGE 66FY 2026
Consolidated
Financial
Statements
ANNUAL REPORT
FINANCIALS
ANNUAL REPORTBLACKPEARL GROUPPAGE 68FY 2026
FINANCIALS
Independent
Auditors Report
Auckland | Level 4, 21 Queen Street, Auckland 1010, New Zealand
Tauranga | 145 Seventeenth Ave, Tauranga 3112, New Zealand
+64 9 366 5000
+64 7 927 1234
info@williambuck.co.nz
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
*William Buck (NZ) Limited and William Buck Audit (NZ) Limited
Independent auditor’s report to the shareholders of Black Pearl
Group Limited
Report on the audit of the consolidated financial statements
Our opinion on the consolidated financial statements
In our opinion, the accompanying consolidated financial statements of Black Pearl Group Limited (the
Company) and its subsidiaries (the Group), present fairly, in all material respects:
— the consolidated financial position of the Group as at 31 March 2026, and
— its consolidated financial performance and its consolidated cash flows for the year then ended
in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
What was audited?
We have audited the consolidated financial statements of the Group, which comprise:
— the consolidated statement of financial position as at 31 March 2026,
— the consolidated statement of profit or loss, and the consolidated statement of other comprehensive
income for the year then ended,
— the consolidated statement of changes in equity for the year then ended,
— the consolidated statement of cash flows for the year then ended, and
— notes to the consolidated financial statements, including material accounting policy information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the consolidated financial statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor, we have no relationship with, or interests in, the Company or any of
its subsidiaries.
Material uncertainty related to going concern
We draw attention to Note 25 in the consolidated financial statements, which states that for the year ended
31 March 2026 the Group had operating cash outflows of $17.2m and incurred a total comprehensive loss
of $18.1m. These events or conditions, along with other matters as set forth in Note 25, indicate that a
material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. In addition to the matter described in the
Material Uncertainty Related to Going Concern section, we have determined the matters described below
to be the key audit matters to be communicated in our report.
Intangible
assets and
Goodwill
Area of focus
(refer also to notes 14 & 16)
The Group has $7.0m of Intangible Assets and
$15.5m of Goodwill as at 31 March 2026.
Because of the significance to the financial
statements of these balances and the
judgements and assumptions which need to be
applied in determining recoverable amounts is
the reason why we have given specific audit
focus and attention to this area.
How our audit addressed the key
audit matter
Our audit procedures included:
— Analysed the Group’s impairment
assessment by comparison with
historical data and trends
— Completed sensitivity analysis on key
assumptions including the discount rate
applied, revenue growth rates and
churn rates
— Reviewed the level of variable
expenditures that the Group has ability
to adjust over time
— Ensured appropriate disclosure has
been included in the financial
statements
Business
Combination
Area of focus
(refer also to note 5)
The Group completed a major business
acquisition during the year for total
consideration of $13.9m, resulting in $12.6m of
goodwill and contingent consideration of $5.2m
being recognised.
Because of the significance to the financial
statements of these balances and the
complexity of the accounting requirements is
the reason why we have given specific audit
focus and attention to this area.
How our audit addressed the key
audit matter
Our audit procedures included:
— Reviewed the detailed documentation
underlying the transaction
— Engaged a third-party expert to critically
assess the valuations of intangible
assets associated with the acquisition
— Analysed the Group’s technical
accounting analysis for compliance with
NZ IFRS 3 Business Combinations
— Ensured appropriate disclosure has
been included in the financial
statements
Other information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 31 March 2026 but does not include the
consolidated financial statements and our auditor’s report thereon. Our opinion on the consolidated
financial statements does not cover the other information and we do not express any form of audit opinion
or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Directors’ responsibilities for the consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as
the directors determine is necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at
the External Reporting Board’s website: Audit Report 1-1 » XRB. This description forms part of our
auditor’s report. The engagement partner on the audit resulting in this independent auditor’s report is
Darren Wright.
Restriction on distribution and use
This independent auditor’s report is made solely to the Company’s shareholders, as a body. Our audit work
has been undertaken so that we might state to the shareholders those matters which we are required to
state to them in the independent auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the shareholders, as a body, for our
audit work, this independent auditor’s report, or for the opinions we have formed.
William Buck Audit (NZ) Limited
Auckland
27 May 2026
PAGE 70FY 2026ANNUAL REPORTBLACKPEARL GROUP
ANNUAL REPORTBLACKPEARL GROUPPAGE 72FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
Consolidated Statement
of Profit or Loss
For the year ended 31 March 2026
Notes2026 2025
$000$000
Subscription revenue713,704 7,742
Cost of sales9(4,296)(2,492)
Gross profit9,408 5,250
Personnel expenses8(11,042)(6,688)
Operating expenses9(10,522)(5,060)
Administrative expenses9(3,531)(1,730)
EBITDAF(15,687)(8,228)
Finance costs10(363)(154)
Interest income128111
Depreciation and Amortisation(1,337)(891)
Change in fair value of contingent consideration5(549)-
Loss before income tax(17,808)(9,162)
Income tax expense11--
Loss for the year attributable to owners(17,808)(9,162)
2026 2025
Earnings per share$$
Basic and diluted loss for the year attributable to owners22(0.22)(0.16)
Consolidated Statement
of Other Comprehensive Income
For the year ended 31 March 2026
Notes20262025
$000$000
Loss for the year(17,808)(9,162)
Other comprehensive loss that may be subsequently reclassified
through profit or loss
Exchange differences on translation of foreign operations(274)(261)
Income tax effect--
Total comprehensive loss for the year(18,082)(9,423)
Signed for and on behalf of the board:
Nicholas Lissette
Date: 27 May 2026
Timothy Crown
Date: 27 May 2026
The accompanying notes form part of these consolidated financial statements.
ANNUAL REPORTBLACKPEARL GROUPPAGE 74FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
Consolidated Statement
of Financial Position
As at 31 March 2026
Consolidated Statement
of Financial Position
As at 31 March 2026
At 31 MarchAt 31 March
Notes20262025
$000$000
Assets
Current assets
Cash and cash equivalents129,592 6,773
Receivables and prepayments132,118 1,050
Contract assets7671 -
Total current assets 12,381 7,823
Non-current assets
Property, plant and equipment193 181
Goodwill1415,455 2,873
Intangible assets147,012 1,750
Right-of-use asset15411 536
Other financial assets59 52
Total non-current assets 23,130 5,392
Total assets 35,511 13,215
Liabilities
Current liabilities
Trade and other payables17 2,115 1,706
Employee entitlements18 428 372
Contract liabilities7 2,895 670
Contingent consideration5 874 -
Lease liabilities15 265 208
Loans and borrowings19 5,068 51
Total current liabilities 11,645 3,007
At 31 MarchAt 31 March
Notes20262025
$000$000
Non-current liabilities
Contingent consideration54,894 -
Deferred tax liability11677 -
Lease liabilities15170 330
Loans and borrowings19195 1,219
Total non-current liabilities 5,936 1,549
Total liabilities 17,581 4,556
Equity
Share capital21 78,153 50,456
Accumulated losses (61,184) (43,376)
Reserves 961 1,579
Equity attributable to the owners 17,930 8,659
Total liabilities and equity 35,511 13,215
Signed for and on behalf of the board:
Nicholas Lissette
Date: 27 May 2026
Timothy Crown
Date: 27 May 2026
The accompanying notes form part of these consolidated financial statements.
ANNUAL REPORTBLACKPEARL GROUPPAGE 76FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
NotesShare
capital
Accumulated
losses
ReservesTotal
Share
based
payment
reserve
Share
warrants
reserve
Foreign
currency
translation
reserve
$000$000$000$000$000$000
Balance at 31 March 202550,456(43,376)1,337472(230)8,659
Loss for the year-(17,808)---(17,808)
Translation differences of
foreign operations
----(274)(274)
Transactions with owners in their capacity as owners
Issue of share capital2127,454-(541)--26,913
Issue of shares related to
contingent consideration
51,760-1,760
Share based payments23--599--599
Transaction costs arising
on share issue
21(1,919)----(1,919)
Share warrants issue402--(402)--
Balance at 31 March 202678,153(61,184)1,39570(504)17,930
Balance at 31 March 202437,493(34,214)1,083478314,871
Loss for the year-(9,162)---(9,162)
Translation differences of
foreign operations
----(261)(261)
Transactions with owners in their capacity as owners
Issue of share capital2113,499-(973)--12,526
Issue of shares related to
contingent consideration
21124(62)62
Share based payments23--1,289--1,289
Transaction costs arising on
share issue
21(666)----(666)
Share warrants issue246--(6)--
Balance at 31 March 202550,456(43,376)1,337472(230)8,659
Notes20262025
$000$000
Cash flows from operating activities
Cash receipts from customers11,608 7,482
Cash paid to resellers for their commission(267)(231)
Cash paid to suppliers and employees(28,340)(13,444)
GST (receipts) / payments146 (106)
Interest paid on borrowings(299)(96)
Interest paid on lease liabilities(51)(31)
Net cash used in operating activities 29(17,203)(6,426)
Cash flows from investing activities
Acquisition of B2B Rocket(6,739)-
Purchase of property, plant and equipment(80)(187)
Acquisition and development of intangible assets(2,002)(1,135)
Interest received120 108
Net cash used in investing activities (8,701)(1,214)
Cash flows from financing activities
Repayment of loans and borrowings(46)(60)
Repayment of lease liabilities(213)(151)
Loan establishment fee- (30)
Proceeds from borrowings4,000 1,000
Direct costs incurred in issuing equity(1,919)(666)
Cash receipts from issue of share capital26,913 12,526
Net cash from financing activities 2928,735 12,619
Net increase in cash and cash equivalents2,831 4,979
Opening cash and cash equivalents at beginning of the year6,773 1,854
Effect of exchange rate fluctuations on cash held(12)(60)
Cash and cash equivalents at year end129,592 6,773
Consolidated Statement
of Changes in Equity
For the year ended 31 March 2026
Consolidated Statement
of Cash Flows
For the year ended 31 March 2026
The accompanying notes form part of these consolidated financial statements.
ANNUAL REPORTBLACKPEARL GROUPPAGE 78FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
Notes to the consolidated
financial statements
1. REPORTING ENTITY
Black Pearl Group Limited (the 'Company') is a limited liability company incorporated and domiciled in New Zealand, registered under the
Companies Act 1993.
The Company is a profit-oriented entity and is engaged in the business of building, acquiring, and marketing data-driven cloud services,
consisting of a suite of productivity and demand generation applications for small and medium-sized businesses.
2. BASIS OF PREPARATION
The consolidated financial statements comprise the results and financial position of the Company and its wholly owned subsidiaries,
Black Pearl Mail Incorporated, Newoldstamp Limited, Bebop AI Limited, B2B Rocket Incorporated (acquired 21 August 2025) and Noir Perle
Limited (together the 'Group') for the year ended 31 March 2026.
Statement of compliance
The consolidated financial statements have been prepared in accordance with the Companies Act 1993 and with New Zealand Generally
Accepted Accounting Practice (NZ GAAP). These consolidated financial statements are Tier 1 for-profit entity that comply with the New
Zealand Equivalents to IFRS Accounting Standards (NZ IFRS), other New Zealand accounting standards and authoritative notices that are
applicable to entities that apply NZ IFRS. These consolidated financial statements also comply with IFRS Accounting Standards as issued
by the International Accounting Standards Board.
The consolidated financial statements are presented in thousands of New Zealand dollars, rounded to the nearest dollar, unless stated
otherwise. These financial statements have been prepared on a going concern basis which assumes continuity of normal business
activities and the realisation of assets and the settlement of liabilities in the normal course of business - for more detail refer to Note 25.
Basis of measurement
The consolidated financial statements are prepared on the historical cost basis, apart from certain assets and liabilities which are
subsequently measured at fair value.
Functional and presentational currency
The financial results of each entity within the consolidated Group is measured using the currency of the primary economic environment
in which that entity operates (the 'functional currency'). The consolidated financial statements are presented in New Zealand dollars,
which is the Company's functional currency and the Group's presentational currency.
3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS
In preparing these consolidated financial statements, estimates and assumptions have been made concerning the future. These estimates
and assumptions may differ from the subsequent actual results. Estimates and assumptions are continually evaluated and are based on
historical experience and other factors, including expectations or future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing material adjustments to the carrying amount of assets and liabilities
within the next financial year are:
• Fair value estimation of contingent consideration as part of the B2B Rocket acquisition - Note 5
• Estimated useful life of capitalised software development costs - Note 14
Management has exercised the following critical judgements in applying accounting policies:
• Non-current classification of contingent consideration as part of the B2B Rocket acquisition - Note 5
• Impairment of cash generating units - Note 16
• Preparation under the going concern assumptions - see Note 25
4. MATERIAL ACCOUNTING POLICY INFORMATION
Material accounting policies are included in the notes to which they relate. Material accounting policies that do not relate to a respective
note are outlined below.
Standards issued but not yet effective
Certain new accounting standards and interpretations have been published that are not mandatory for the current reporting period and
have not been early adopted by the Group. NZ IFRS 18 Presentation and Disclosure in Financial Statements, effective for annual periods
beginning on or after 1 January 2027, is expected to have a material effect on the presentation of the Group’s financial statements.
This standard introduces three key new requirements:
(1) A change in the structure of the statement of profit or loss, requiring presentation of items by operating, investing and financing
activities with specified subtotals;
(2) Management defined performance measured to be included in a note in the financial statements; and
(3) Enhanced aggregation and disaggregation for line items, which the Group expects will streamline the content
of its financial statements.
These will not result in measurement changes. The Group does not plan to early adopt NZ IFRS 18. Other new accounting standards and
interpretations published that are not mandatory are not expected to have a material impact on the Group in the current or future reporting
periods and on foreseeable future transactions.
Basis of consolidation
Subsidiaries are entities over which the Group has control. Under NZ IFRS 10, the Group controls an entity when it has:
• power over the entity;
• exposure to, or rights to, variable returns from its involvement with the entity; and
• the ability to use its power over the entity to affect the amount of those returns.
Control is assessed on a continuous basis. Subsidiaries are fully consolidated from the date on which control is transferred to the Group
and deconsolidated from the date control ceases.
All subsidiaries have a reporting date of 31 March. All intra-group balances and transactions, and unrealised profits and losses arising from
intra-group transactions are eliminated in preparing the Group financial statements.
Goods and Services Tax
All amounts are shown exclusive of Goods and Services Tax (GST) and other indirect taxes except for trade receivables and trade payables
that are stated inclusive of GST.
Statement of Cash Flows
The cash flow statement is prepared exclusive of GST, which is consistent with the method used in the statement of profit or loss and
comprehensive income. Definitions of the terms used in the cash flow statements:
• Operating activities are the principal revenue-producing activities of the Group and includes all transactions and other events that
are not investing or financing activities.
• Investing activities are those activities relating to the acquisition and disposal of long-term assets and other investments not included
in cash equivalents.
• Financing activities are those activities relating to changes in the size and composition of the contributed equity and borrowings
of the Group.
Foreign currency translations
Transactions and balances
Foreign currency transactions are initially translated to the Group's functional currency using the prevailing exchange rates at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement and from the revaluation of monetary assets and
liabilities denominated in foreign currencies are recognised in profit or loss.
Consolidation of foreign operation’s transactions and balances
The results and financial position of the Company’s subsidiary, prior to consolidation, are translated into the Group’s presentation currency
as follows:
• Assets and liabilities are translated at the closing rate at the date of the Statement of Financial Position;
• Income and expenses are translated using the average exchange rates for the relevant year (unless the average is not a reasonable
approximation of the cumulative effect of the rates prevailing on transaction dates, in which case income and expenses are translated
at the dates of the transactions);
• Translation differences arising from the intercompany loan are recognised through profit or loss; and
• Except for the translation differences arising from the intercompany loan, all translation differences are recognised through other
comprehensive income and are recorded through the foreign currency translation reserve.
Fair value estimation
The Group measures certain balances and transactions at fair value either at initial recognition or subsequently. In order to determine these
fair values, valuation techniques are utilised. To provide an indication about the reliability of the inputs used in determining fair value, the
Group has identified what level of input is utilised in the valuation in the note for each balance or transaction. An explanation of each level
is below.
• Level 1 The fair value of the asset, liability or instrument is traded in active markets and is based on quoted market prices at the
end of the reporting period.
• Level 2 The fair value of the asset, liability or instrument which is not traded in an active market and is determined using valuation
techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates.
• Level 3 If one or more of the significant inputs is not based on observable market data, the asset, liability, or instrument is included
in Level 3.
ANNUAL REPORTBLACKPEARL GROUPPAGE 80FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
Non-GAAP measures
The Group presents non-GAAP measures that are not prepared in accordance with NZ IFRS. The Board believes these measures provide
useful information to users of the financial statements in understanding the financial performance of the Group. These measures are also
used internally to evaluate venture and Group-level performance.
These measures should not be viewed in isolation or as a substitute for measures reported in accordance with NZ IFRS, as they are not
uniformly defined or utilised by all companies in New Zealand.
Earnings before interest, income tax, depreciation, amortisation and movement in financial instruments (EBITDAF)
The Group calculates EBITDAF by adding back finance costs, interest income, depreciation and amortisation, and net losses on financial
instruments to loss before income tax. A reconciliation EBITDAF is provided in the notes to the financial statements, based on amounts
consistent with those presented therein.
Year ending 31 March20262025
$000$000
Net loss before income tax(17,808)(9,162)
Add back: finance costs363154
Add back: interest income(128)-(261)
Add back: depreciation and amortisation1,337891
Add back: net losses on financial instruments549-
EBITDAF(15,687)(8,228)
5. ACQUISITION OF B2B ROCKET
In August 2025, the Group acquired 100% of the shares in B2B Rocket Incorporated ('B2B Rocket'), a US-based AI sales
automation company.
Accounting policy
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other
assets are acquired. The consideration transferred for the acquisition of a business comprises:
• Fair values of the assets transferred
• Liabilities incurred to the former owners of the acquired business
• Equity interests issued by the Group
• Fair value of any asset or liability resulting from a contingent consideration arrangement
• Fair value of any pre-existing equity interest in the subsidiary
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions,
measured initially at their fair value at the acquisition date. Acquisition related costs are expensed as incurred. The Group acquired 100%
of B2B Rocket and as such there is no non-controlling interest.
The excess of the consideration transferred, amount of any NCI in the entity, and acquisition-date fair value of any previous equity interest
in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the
fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as
at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could
be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently
remeasured to fair value with changes in fair value recognised in profit or loss. Any gains or losses arising from such remeasurement are
recognised in profit or loss.
Purchase price
The following is a breakdown of the fair value of the purchase price for the acquisition:
$000
Cash paid on completion 6,860*
Ordinary shares in Black Pearl Group Limited issued on completion to the sellers 1,760
Contingent consideration - deferred payment (variable cash payments to the sellers)3,704
Contingent consideration - earn-out payment (variable cash payments and shares issued to the sellers) 1,515
Total purchase price consideration 13,839
*Cash paid on completion
Agreed cash payment of USD $4 million on completion date.
Ordinary shares issued in completion
On completion, the Group issued 1,725,078 shares and the share price on completion date was $1.02 per share (total value of $1.7 million).
Contingent consideration - deferred payment
If B2B Rocket achieves annual recurring revenue (‘ARR’) of USD $10 million within 24 months of the acquisition date, the Group will pay its
former owners USD $3 million when the target is met. Otherwise, after 24 months the Group will pay between USD $0.3 million and USD
$3 million based on ARR in August 2027. Based on the Group’s forecasts, management expects the full USD $3 million to be payable. The
fair value on acquisition date was measured using probability weighted scenarios of the likelihoods of targets being met and consequential
payment required from the Group. Amounts were discounted to its present value on acquisition date using an estimate of B2B Rocket’s
post-tax weighted average cost of capital (‘WACC).
Contingent consideration - earn-out payment
Four tranches of USD $500k and three tranches of USD $1 million are payable if B2B Rocket achieves specific ARR targets within a given
period from the acquisition date. Each tranche is structured so that 50% will be settled in cash and the remaining 50% through the issue
of BPG's ordinary shares. The acquisition date fair value was estimated using a probability weighted scenarios of the likelihoods of targets
being met during that period and consequential payment required from the Group. Amounts were discounted to its present value on
acquisition date using an B2B Rocket's estimated post-tax WACC.
Estimated post-tax WACC
The post-tax WACC is a significant level 3 input to the valuations of both the deferred and earn-out payments. The PPA uses a 17.9% post-
tax WACC to discount cash flow to its present value and the following is a sensitivity analysis.
4. MATERIAL ACCOUNTING POLICIES (Cont.)
ANNUAL REPORTBLACKPEARL GROUPPAGE 82FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
5. ACQUISITION OF B2B ROCKET (Cont.)
DeferredEarn-outTotal
Acquisition date present value 3,704 1,515 5,219
Effect of +100 BPS on WACC 3,640 1,464 5,104
Effect of -100 BPS on WACC 3,765 1,566 5,331
Critical accounting estimate - fair value of contingent consideration
All forms of contingent consideration in this transaction have been classified as financial liabilities by the Group. The Group engaged
an external valuer, GreenMount Advisory, to prepare the purchase price allocation ('PPA') which included a valuation of the contingent
consideration. The following are significant inputs used in the valuation of the contingent consideration which all involve level 3 fair
value inputs:
Deferred payment estimated timing and amount
This also uses management's estimate of timing and achievement of B2B's ARR targets. On both acquisition date and reporting date,
management estimates that B2B Rocket will achieve its ARR targets resulting in payment of the full USD $3 million ('full payment') on or
around August 2027. The following is a sensitivity analysis if targets were met earlier:
Acquisition date fair value 3,704 Acquisition date fair value 3,704
Effect of full payment 6 months earlier 4,018 Effect of -10% of ARR forecasts 3,704
Effect of full payment 12 months earlier 4,365 Effect of -40% of ARR forecasts 3,350
Earn-out payment estimated timing and amount
Similarly, part of the valuation also involves management's estimate of timing and achievement of B2B's ARR targets. The following is a
sensitivity analysis based on different scenarios:
Acquisition date fair value 1,515
Effect of targets met 6 months earlier 1,856
Effect of targets met 12 months later 2,112
Contingent consideration
At 31 March 2026, the contingent consideration liability increased by $549k to $5,768k (August 2025 acquisition date: $5,219k). The
movement represents solely the unwinding of the discount applied at acquisition date, recognised as a change in fair value through profit
or loss. No tranches were settled during the period. Both components remain classified as Level 3 financial liabilities measured at fair value
through profit or loss.
Contingent considerationDeferredEarn-outTotal
$000$000$000
Acquisition date fair value 3,704 1,515 5,219
Fair value movement recognised in P&L390159 549
Carrying value at 31 March 20264,0941,674 5,768
Critical accounting judgement - non-current classification of contingent consideration
The Group has classified both components of contingent consideration as non-current liabilities based on management's current estimate
of timing of payments. Management has considered it highly unlikely that the Group will be required to settle the deferred payment (whole
or in part) within the next 12 months from reporting date, and that as of the reporting date, the conditions that would require the Group to
settle amounts within 12 months from reporting date were not met.
The Group expects payment of the first USD $500k (NZD $874k) earn-out tranche to be made within 12 months of balance date and as a
result this amount has been classified as current. All other earn-out tranches have been classified as non-current.
Net assets acquired
The following is a breakdown of the fair value of the net assets acquired:
$000
Cash and cash equivalents 121
Receivables and prepayments 462
Intangible assets - capitalised software development 1,547
Intangible assets - customer relationships 2,727
Payables(749)
Contract liabilities(2,105)
Deferred tax liability(677)
Other liabilities(69)
Net assets 1,257
less purchase price 13,839
Goodwill recognised 12,582
The following are significant inputs and assumptions used in the PPA for valuation of the material assets acquired and liabilities assumed in
the acquisition, which all involve level 3 fair value inputs:
Capitalised software development
The fair value of the software B2B Rocket's software was estimated using the reproduction cost new approach, a cost approach. This was
based on the capitalised development costs with a 31% uplift, reflecting a developer's profit margin. The following is a sensitivity analysis
over the developer's profit margin uplift:
Acquisition date fair value 1,547
Effect of 10% lower uplift 1,429
Effect of 10% higher uplift 1,665
Customer relationships
The fair value of customer relationships was estimated using a multi-period excess earnings methodology ('MEEM'), an income approach.
This was based on the Group's forecast earnings for B2B which included a 2% per annum growth rate, and a 9% churn rate. Mid-year
discounting was applied using B2B Rocket's estimated post-tax WACC. The following is a sensitivity analysis and the following is a
sensitivity analysis:
Acquisition date present value 2,727 Acquisition date fair value 2,727
Effect of +100 BPS on WACC 2,629 Effect of +2% on churn rate 2,339
ANNUAL REPORTBLACKPEARL GROUPPAGE 84FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
Effect of -100 BPS on WACC 2,822 Effect of -2% on churn rate 3,103
6. OPERATING SEGMENTS
Accounting policy
Operating segments are components of an entity, engaged in business activities which may earn revenues and incur expenses, whose
operating results are:
• regularly reviewed by an entity’s chief operating decisions makers (CODM);
• used by the CODM to make decisions about resources to be allocated to the segment;
• used by the CODM to assess the performance of the segment; and
• where discrete financial information is available.
Basis for operating segments
The Group has two operating segments:
• B2B Rocket: Following the acquisition of B2B Rocket in August 2025, the Group has identified B2B Rocket as a new operating segment.
• Pearl Diver: During the year the Group revised its internal reporting to the CODM. The CODM now reviews Pearl Diver and
Newoldstamp as a single integrated operating segment. Both were previously diclosed as two separate reportable segments. This
change reflects the operational and managerial integration of the activities, including the alignment of management responsibility and
the centralisation of key functions. The CODM no longer receives discrete financial information for the former separate segments.
Financial performance information reviewed by CODM
The financial information presented for the reportable segments are the main financial performance indicators the CODM reviews for
allocation of resources and reviewing performance. The main information the CODM reviews is the subscription fees, marketing costs and
personnel expenses. This information is reviewed at least quarterly along with the metrics below. Revenue figures below do not include
intra-group or intra-segment amounts.
20262025
Pearl DiverB2B RocketGroupPearl DiverB2B RocketGroup
$000$000$000$000$000$000
Subscription fees10,2933,41113,7047,742-7,742
Other revenue1253128111-111
Total revenue10,4183,41413,8327,853-7,853
Marketing(3,083)(2,094)(5,177)(2,865)-(2,865)
Personnel expenses
and contractor costs
(9,240)(2,436)(11,676)(7,121)-(7,121)
Other expenses(13,459)(1,311)(14,770)(7,029)-(7,029)
Total expenses(25,782)(5,841)(31,623)(17,015)-(17,015)
Change in fair
value of contingent
consideration
(549)-----
Net (loss) before tax(15,913)(2,427)(18,340)(9,162)-(9,162)
Geographical information
The Group has extensive international coverage, with the United States being its primary market for subscribers.
The following is breakdown of subscription revenue earned from customers for the top five locations of each segment, which collectively
represent 97.2% (2025: 95.6%) of the Group's total subscription revenue.
20262025
Pearl DiverB2B RocketGroupPearl DiverB2B RocketGroup
$000$000$000$000$000$000
United States8,345 2,767 11,112 6,072 - 6,072
New Zealand1,132 - 1,132 625 - 625
Australia248 61 309 297 - 297
Canada181 276 457 220 - 220
United Kingdom106 215 321 190 - 190
Other281 92 373 338 - 338
Total10,293 3,411 13,704 7,742 - 7,742
7. SUBSCRIPTION REVENUE
Accounting policy
Subscription revenue is comprised of recurring monthly, quarterly and annual fees from subscribers to Pearl Diver, Bebop AI, Black Pearl
Mail (BPM), Newoldstamp (NOS) and B2B Rocket (B2B). Subscriptions are sold directly by the Group or through resellers. Revenue is
recognised on a straight-line basis across the subscription term. A receivable for subscription revenue is recognised once unconditional
payment is due from the customer. Typically, this is when the customer signs up to the subscription or when a subscription is renewed as
contractually agreed.
Payments received in advance of the subscription term are recognised as contract liabilities. Contract liabilities are reduced as revenue is
recognised across the term of the subscription. For certain contracts, services are rendered evenly over the contract term but payments
are received later in the subscription period. For these contracts, a contract asset is recognised.
Subscriptions are mainly monthly subscriptions, with options for customers to pay for longer subscriptions in advance. Customers are
invoiced at the start of the subscription period, and revenue is recognised on a straight line basis across the subscription period.
Resellers earn commission for their services which is amortised over the term of the contract. For contracts that are less than 12 months, a
practical expedient is applied and the commission is expensed when incurred.
In the following table, revenue from contracts with customers is disaggregated between its direct sales and reseller sales.
20262025
$000%$000%
Total direct sales13,10696%6,89089%
Total reseller sales5984%85211%
Total subscription revenue13,704100%7,742100%
The Group reviewed the requirements of NZ IFRS 15 Revenue from contracts with customers on a portfolio basis, being contracts for sales
directly with customers (‘Direct Sales’) and customers obtained through resellers (‘Reseller Sales’). This is because the Pearl Diver, BPM,
NOS and B2B performance obligations for all Direct Sales are identical, and all its performance obligations under Reseller Sales are largely
identical. The Group has no significant financing components in any of its contracts with customers.
ANNUAL REPORTBLACKPEARL GROUPPAGE 86FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
8. PERSONNEL EXPENSES
Accounting policies
Personnel expenses are recognised as an expense as employees provide services.
20262025
$000$000
Salaries and wages6,0323,924
Contractors4,0311,323
Kiwisaver employer contributions145 66
Sales commissions282189
Employee share-based compensation expense - see Note 23381 1,129
Increase in employee entitlements - see Note 1817157
Total personnel expenses11,0426,688
9. EXPENDITURE
20262025
$000$000
Cost of sales
Reseller commissions267 231
Personnel expenses634 433
Hosting and server costs2,978 1,552
Merchant bank fees 417 276
Total cost of sales4,296 2,492
Operating expenses
Advertising and marketing5,177 2,865
Hosting and server development costs955 317
IT service costs2,785 557
Consulting costs1,605 1,321
Total operating expenses10,5225,060
Administrative expenses
Bad debt expense15379
Bank fees19 27
Director fees391 463
Accounting fees307 129
Fees paid to auditors - audit and review of financial statements140 95
Impairment expense of trade receivables293 -
Insurance175 134
Other expenses472 257
Travel expenses540 261
Legal fees230 292
Listing costs1,015 129
Net foreign exchange (gains)/losses(204)(136)
Total administrative expenses3,5311,730
Fees paid to auditors for audit and review related services includes $30 thousand in relation to the audit of the accounting for the
acquisition of B2B Rocket. Fees of $77 thousand were paid to the auditor for audit and assurance services relating to B2B Rocket Inc., as
required for the ASX listing.
ANNUAL REPORTBLACKPEARL GROUPPAGE 88FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
10. FINANCE COSTS
Accounting policy
Borrowing costs are recognised as an expense in the financial year in which they are incurred.
Below-market term loans are subsequent measured at amortised cost with the recognition of interest as part of applying the effective
interest method. As the below-market term loans is amortised to its present value at reporting date, this includes the recognition of
borrowing costs as per above i.e. actual interest payable, and a separate interest expense for the unwind of the initial fair value discount.
For more details on below-market term loan accounting, see Note 19.
20262025
$000$000
Interest accrued on loans and borrowings 299 96
Amortisation of below-market term loans and loan establishment fees 39 27
Interest on lease liabilities 25 31
Total finance costs 363 154
11. INCOME AND DEFERRED TAX
Accounting policy
Tax expense comprises current and deferred tax. Income tax is recognised in the statement of profit or loss and other comprehensive
income except when it relates to items recognised directly in equity (in which case the income tax is recognised in equity). Income tax is
based on tax rates and regulation enacted in the jurisdiction in which the entities operate.
Deferred tax is recognised in respect of temporary differences between the carrying amount of asset and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The amount of deferred tax is based on the expected manner of realisation of the
carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the end of the reporting period. A deferred tax
asset is recognised only to the extent that it is probable that future taxable profits will be available, against which the asset can be utilised.
20262025
$000$000
Net loss before income tax(17,808)(9,162)
At the New Zealand statutory income tax rate of 28%(4,986)(2,565)
Non-deductible expenditure--
Unrecognised tax losses4,9862,565
Income tax expense/(credit)--
Deferred tax assets on deductible temporary differences have been recognised to the extent taxable temporary differences exist in the
same tax jurisdiction. No deferred tax asset is recognised in excess of the available taxable temporary differences, due to the uncertainty
of when the asset can be utilised.
The Group has no unrecognised deferred tax assets (apart from tax losses) related to deductible temporary differences (2025: $nil).
The Company has New Zealand tax losses of $46.65 million, available for use against future taxable profits, subject to the New Zealand
Tax Legislation requirements being met (2025: $27.46 million).
The subsidiary incorporated in the United States has federal tax losses of $2.51 million (2025: USD $2.48 million) and Arizona State tax
losses of $2.53 million (2025: USD $2.50 million), which are available indefinitely for use against future taxable profits. No deferred tax asset
has been recognised for tax losses as the Group has assessed there is not a probability of utilising these losses in the near future due to
the current loss position.
The following is a breakdown of the Group’s deferred tax balances:
20262025
Opening
balance at
1 April
Charged to
profit or
loss
Acquired
as part of
business
combination
- note 5
Deferred
tax asset
balance at
31 March
Opening
balance at
1 April
Charged to
profit or
loss
Deferred
tax asset
balance at
31 March
$000$000$000$000$000$000$000
Leases25-7112
Borrowings(10)(14)-(24)(23)13(10)
Intangible assets(592)(1,886)(677)(3,155)(805)213(592)
Share based
payments
374(303)-7130371374
Employee
entitlements
-------
Tax losses2262,198-2,424524(298)226
Total--(677)(677)---
Certain tax losses within the Group cannot be offset. Accordingly, the deferred tax liability recognised as part of the business combination
has been recognised in full.
12. CASH AND CASH EQUIVALENTS
Imputation credit account
The balance of the Group’s imputation credit account as at 31 March 2026 is nil (2025: nil).
Accounting policy
Cash and cash equivalents includes deposits held on call with banks, and other short-term highly liquid investments with original maturities
of three months or less.
Currently, the Group's $9.59 million balance is on demand deposit with banks (2025: $6.77 million).
13. RECEIVABLES AND PREPAYMENTS
Accounting policy
Short-term receivables are recorded at the amount due, less an allowance for credit losses. The simplified expected credit loss model is
applied, assessing short-term receivables as they possess shared credit risk characteristics and are grouped based on the days past due.
The provision for doubtful debts is recognised in profit or loss as an impairment expense. Short term-receivables are written off when
there is no reasonable expectation of recovery. Indicators that there is no reasonable expectations of recovery include the debtor being
in liquidation or the receivable being more than one year overdue (in default).
20262025
$000$000
Trade receivables1,723 470
Less provision for doubtful debts(293) -
Total trade receivables1,430470
GST receivable 110 142
Prepayments 508 353
Other receivables70 85
Total trade and other receivables2,118 1,050
ANNUAL REPORTBLACKPEARL GROUPPAGE 90FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
14. INTANGIBLE ASSETS (INCLUDING GOODWILL)
Accounting policy
Internally-generated intangible assets
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if,
and only if, all of the following conditions have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible
asset; and
• the ability to reliably measure the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the directly attributable cost necessary to create,
produce, and prepare the asset from the date when the intangible asset first meets the recognition criteria listed above. Where no
internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which
it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and
accumulated impairment losses.
Customer relationships
The customer relationships were acquired as part of the business combination that occurred during the year - see Note 5. They were
recognised at their fair value on acquisition date, and are subsequently amortised on a straight-line basis using an attrition-based method,
reflecting an average expected annual customer churn of 10%.
Capitalised software development acquired
Included in capitalised development costs is the B2B Rocket software which was acquired as part of the business combination during the
year - see Note 5. It was originally recognised at fair value on acquisition date using the reproduction cost new approach, adjusted for the
expected remaining useful life. Costs capitalised were consistent with the Group's accounting policy on internally generated intangible
assets. It is then subsequently amortised on a straight-line basis based on the remaining useful life of the asset.
Goodwill
Goodwill arising from business combinations is measured as the excess of the sum of the consideration transferred over the net identifiable
assets acquired and liabilities assumed. Goodwill is not amortised but is tested for impairment annually, or more frequently if events or
changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. For impairment
testing, refer to Note 16. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Amortisation of intangible assets with finite useful lives
The Group amortises intangible assets with a limited useful life using the straight-line method over the following periods. Amortisation
methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.
Website 5 years
Capitalised development costs 4 - 10 years
Customer contracts 2.5 years
Customer relationships 10 years
Critical accounting estimates
Capitalised development costs
The Group capitalises internal development costs for the BPM software, Pearl Diver software, Bebop AI software, and B2B Rocket software
where the recognition criteria are met. Engineering work across the Group’s ventures is managed through Jira, where individual tickets
are scoped and classified prior to commencement. Activities undertaken to evaluate new features, investigate technical approaches, or
assess potential functionality enhancements are treated as research and expensed as incurred. Once the finance team confirms that a
specific development path is technically feasible and approved for progression, engineer time subsequently logged against that Jira project
is treated as development and assessed for capitalisation. Capitalised costs consist primarily of internal employee time, being the salary
and direct on-costs of software engineers engaged in qualifying development activities. Bug fixes, routine maintenance, performance
monitoring, and other activities that do not enhance the functionality of the software are expensed as incurred and are not capitalised.
The useful life of the BPM software and PD software is 10 years, the Bebop AI software at 4 years, and the B2B Rocket software at 5 years.
Management considered industry practice, the nature of the asset and previous experience in determining the useful life. The useful life
of 10 years for the BPM and Pearl Diver software is higher than the industry average (6 years), due to the more stable environment the
Group operates in, resulting in less frequent obsolescence of intangible assets than the industry norm, as well as the nature of the product
offerings. The useful life of Bebop AI at 4 years is shorter than the industry average due to the high rate of technological change in the
generative AI area. The Group will continue to assess the useful lives of capitalised development costs.
GoodwillCustomer
Relationships
Customer
Contracts
WebsiteCapitalised
Dev Costs
Total
$000$000$000$000$000$000
Cost
Balance at 1 April 2025 2,873 - 1,134 146 3,221 7,374
Acquired through business combination 12,582 2,727 - - 1,547 16,856
Additions - - - - 2,0022,002
Balance at 31 March 2026 15,455 2,727 1,134 146 6,77026,232
Amortisation and impairment losses
Balance at 1 April 2025 - - 1,097 91 1,563 2,751
Amortisation for the year - 282 37 23 672 1,014
Balance at 31 March 2026 - 282 1,134 114 2,235 3,765
Carrying amount at 31 March 2026 15,455 2,445 - 32 4,53522,467
Cost
Balance at 1 April 2024 2,873 - 1,134 146 2,086 6,239
Additions - - - - 1,135 1,135
Balance at 31 March 2025 2,873 - 1,134 146 3,221 7,374
Amortisation and impairment losses
Balance at 1 April 2024 - - 643 65 1,362 2,070
Amortisation for the year - - 454 26 201 681
Balance at 31 March 2025 - - 1,097 91 1,563 2,751
Carrying amount at 31 March 2025 2,873 - 37 55 1,658 4,623
The Group completed impairment testing for its cash-generating units (specifically goodwill but included the intangible assets attributable
to each cash-generating unit) - for more detail refer to Note 16. No impairment is identified at year end (2025: nil).
Customer relationships and capitalised development costs were acquired as part of the B2B Rocket acquisition - refer to note 5.
ANNUAL REPORTBLACKPEARL GROUPPAGE 92FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
15. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
Accounting policy
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract, is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset
or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, the Group's incremental borrowing rate.
The Group uses its incremental borrowing rate as the discount rate. The lease liability is measured at amortised cost under the effective
interest method.
Right-of-use assets20262025
$000$000
Cost
Balance at 1 April 744 174
Additions 110 614
Lease termination - (44)
Balance at 31 March 854 744
Depreciation and impairment losses
Balance at 1 April(208)(43)
Depreciation and impairment losses(235)(165)
Balance at 31 March(443)(208)
Carrying amount at 31 March 411 536
The Group leases office spaces in Wellington, Auckland and New Jersey for its operations, as well as a carpark in Wellington. The Auckland
lease is for a total term of 2 years beginning 15 January 2025, with a 2 year extension option the Group does not expect to use. The
Wellington office and carpark leases are for a total term of 3 years and 2 months beginning 1 November 2024, with a 3 year extension
option the Group does not expect to use. The New Jersey lease is for a total term of 2 years beginning 1 February 2026, with a 2 year
extension option the Group does not expect to use.
Lease liabilities20262025
$000$000
Current 265 208
Non-current 170 330
Total lease liabilities 435 538
Total cash outflow relating to lease liabilities of $264 thousand (2025: $182 thousand), comprising $51 thousand (2025: $31 thousand) of
interest and $213 thousand (2025: $151 thousand) of repayment of lease liabilities. The undiscounted cash outflow due in the next 12 months
is $296 thousand.
16. IMPAIRMENT OF CASH GENERATING UNITS
Goodwill and intangible assets that have indefinite useful lives are not amortised and are tested annually for impairment, or more frequently
if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost
of disposal (‘FVLCOD’) and value in use (‘VIU’).
For the purpose of assessing impairment, assets are grouped at the lower levels for which there are separately identifiable cash inflows which
are largely independent of the cash inflows from other asset or group of assets i.e. cash generating units (‘CGUs’). Non-financial assets, other
than goodwill that suffered an impairment, are reviewed for possible reversal of impairment at the end of each reporting period.
Identification of CGUs for goodwill impairment testing
The carrying amount of the Group’s assets were reviewed to determine whether there is any indication of impairment and if so, tested or
tested regardless in the case of indefinite life intangible assets. The Group identified four cash generating units, based on its product offerings:
(1) Pearl Diver - which collates and presents data about interactions with a customer’s website. The Group’s original product Black Pearl
Mail, which offers email customisation subscriptions to customers and the ability to gather data about how customers interact with
those emails, is provided as part of a Pearl Diver subscription.
(2) Newoldstamp - the acquired business which also offers email customisation subscriptions to customers.
(3) Bebop AI - an AI-powered sales intelligence platform providing sales leads and insights, and.
(4) B2B Rocket - a US-based AI sales automation company.
Allocation of goodwill
Goodwill raised on the acquisition of Newoldstamp Limited is allocated between Pearl Diver and Newoldstamp CGUs for the purpose of
impairment testing. 90% ($2.58 million) is allocated to Pearl Diver and 10% ($0.28 million) to Newoldstamp reflecting the future growth
expected from the organic traffic.
Goodwill raised on the acquisition of B2B Rocket Incorporated is allocated 100% to the B2B Rocket CGU for the purpose of impairment testing.
Key assumptions of impairment testing
The Group have tested impairment by measuring each CGU’s value in use (‘VIU’). The calculations are based on cash flow projections
covering a five-year period and operating expenses reflecting the financial budgets approved by management and the Board. As of 31
March 2026:
Pearl Diver CGU had a carrying value of $4.5 million. The VIU model used an average revenue growth rate of 20.9%. To determine the
terminal value, a 2.0% long-term growth rate was applied. A post-tax discount rate of 18% was used to establish the recoverable amount
under the VIU model. The Group has determined that no impairment is required to the Pearl Diver CGU.
Newoldstamp CGU had a carrying value of $0.1 million. The VIU model used an average revenue decrease of of 1.4%. To determine the
terminal value, a 0% growth rate was applied. A post tax discount rate of 18% was used to establish the recoverable amount under the VIU
model. The Group have determined that no impairment is required to the Newoldstamp CGU.
Bebop AI CGU had a carrying value of $0.9 million. The VIU model used an average revenue growth rate of 9.1%. To determine the terminal
value, a 2.0% long-term growth rate was applied. A post-tax discount rate of 18% was used to establish the recoverable amount under the
VIU model. The Group has determined no impairment to the Bebop AI CGU.
B2B Rocket CGU had a carrying value of $14.8 million. The VIU model used an average revenue growth rate of 22.9%. To determine the
terminal value, a 2.0% long-term growth rate was applied. A post-tax discount rate of 18% was used to establish the recoverable amount
under the VIU model. The Group has determined no impairment to the B2B Rocket CGU.
Management has determined the values of its key assumptions in its VIU calculations for the three CGUs as follows:
• Revenue growth rate - based on the number of sales leads, the conversion of those leads to billable customers,
and marketing expenditure.
• Long-term growth rate - using published international technology industry growth rates, particularly those in the United States.
• Post-tax discount rate - reflecting the specific circumstances and risks of the Group, and benchmarked against NZX listed
technology companies.
Result of impairment testing
Following the assessment of the recoverable amount of goodwill allocated to Pearl Diver, Newoldstamp and B2B Rocket, the directors
consider the recoverable amounts of the CGUs to be the most sensitive to the achievements of the budget. Budgets comprise of forecast
subscription revenue, marketing, staff costs and overheads based on current and anticipated market conditions that have been considered
and approved by the Board.
Impact of possible changes in key assumptions
The Group has conducted an analysis of the sensitivity of impairment test to changes in the key assumptions used to determine the
recoverable amount for each of the Group’s CGUs to which goodwill is allocated. The directors believe that any reasonably possible
changes in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed
the aggregate recoverable amount of the related CGUs.
ANNUAL REPORTBLACKPEARL GROUPPAGE 94FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
17. TRADE AND OTHER PAYABLES
Accounting policy
The carrying value of trade and other payables are classified as financial liabilities and measured at amortised cost, which approximates
their fair value.
20262025
$000$000
Trade payables1,588 785
Accrued expenses445868
Other payables82 53
Total trade and other payables2,115 1,706
Trade payables are unsecured, non-interest bearing and are usually paid within 30 days of recognition.
18. EMPLOYEE ENTITLEMENTS
Accounting policy
Employee benefits that are expected to be settled wholly within twelve months after the end of the year in which the employee provides
the related service are measured based on accrued entitlements at current rates of pay. These include salaries and wages accrued up to
balance date, and annual leave earned to, but not taken at balance date.
20262025
$000$000
Accrued wages and salaries66 181
Annual leave entitlements362 191
Total employee entitlements 428 372
19. LOANS AND BORROWINGS
Accounting policy
Borrowings on normal commercial terms are initially recognised at the amount borrowed less transaction costs. Interest due on the
borrowings is subsequently accrued and added to the borrowings balance.
Borrowings are classified as current liabilities unless the Group has a right to defer settlement of the liability for at least 12 months after
balance date.
Loans made at nil or below-market interest rates are initially recognised at the present value of their expected future cash flow, discounted
at the current market rate of return.
20262025
$000$000
Current portion
Credit card balances5 (23)
Below market-term loans from the government (current)69 74
Bank loans - current4,994 -
Total current portion 5,068 51
Non-current portion
Below-market term loans from the government195 239
Bank loans- 980
Total non-current portion 195 1,219
Total loans and borrowings 5,263 1,270
Below market-term loans from the government
The Group has a below-market term loan from the Callaghan Innovation for research and development. The loan is for a term of 10 years
maturing in September 2030 and bears non-compounding interest at 3% per annum.
BNZ Bank Loan Facility
The remaining loan facility with BNZ was drawn down during the year. The facility is a customised average rate loan facility and is subject
to non-compounding variable interest rates which reset every month. During the period, the interest rates were between 6.38% and 7.76%
(2025: 7.76% and 9.31%). The facility matures on 17 August 2026 and is secured over all present and acquired property of the Group. The
loan is classified at amortised cost and the Group incurred a $30,000 establishment fee which has been included in the carrying value of
the loan and is amortised using the effective interest rate method.
The facility is subject to conditions ('covenants') that may result in the loan being repayable to BNZ on demand. In particular, the loan has a
financial covenant based on the Group's annual recurring revenue ('ARR') that is tested on the last day of each financial quarter during the
term of the loan. The test is based on the financial results of the Company during the quarter the covenant is tested. The Group has met all
covenant requirements as of 31 March 2026, and does not expect to breach its ARR covenant within the next financial year.
The loan also has a dividend stopper condition - see Note 21 for more details.
The BNZ facility is secured by a perfected security interest over all present and after-acquired property of Black Pearl Group Limited and
Newoldstamp Limited. Black Pearl Group Limited and Newoldstamp Limited have each provided unlimited intercompany guarantees to BNZ
in respect of the other’s obligations under the facility.
ANNUAL REPORTBLACKPEARL GROUPPAGE 96FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
20. FINANCIAL INSTRUMENTS
The Group’s policy is that no speculative trading in financial instruments may be undertaken.
Classification and fair values
Financial instruments are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other
comprehensive income, or fair value through profit or loss. The Group's financial instruments as of 31 March 2026 are classified at amortised
cost and fair value through profit or loss (2025: at amortised cost).
The carrying value of the Group’s financial instruments carried at amortised cost do not materially differ from their fair value. There were
no transfers between classes of financial instruments during the year (2025: no transfers).
CAPITAL MANAGEMENT
The capital structure of the Group primarily consists of equity raised by the issue of shares in Black Pearl Group. The Group considers its
capital to comprise its fully paid up, ordinary share capital and accumulated losses.
The Group manages its capital to ensure it maintains an appropriate capital structure to support the business and continue as a going
concern. The Group’s capital structure is adjusted based on business needs and economic conditions. The Group is not subject to any
externally imposed capital requirements.
When managing capital, management's objective is to achieve optimal long term capital returns to shareholders and benefits for other
stakeholders. There have been no material changes in the Group’s management of capital from the previous year.
This note should be read in conjunction with Note 25 - Going Concern which outlines details of the Group’s going concern assumption
and the financial year 2027 plan that Directors believe will enable the Group to continue operations.
FINANCIAL RISK MANAGEMENT
The main risks arising from the Group’s financial instruments are foreign exchange currency risk, liquidity risk and credit risks which arise
in the normal course of the Group’s business. The Group uses different methods to measure and manage different types of risks to which
it is exposed.
The following presents both qualitative and quantitative information on the Group’s exposure to each of the above risks, along with policies
and processes for managing risks.
Foreign currency risk
Nature of risk
Foreign currency risk is the risk that changes to foreign exchange rates negatively impact the Group’s New Zealand dollar (NZD)
net cash flows.
Exposure and risk management
A large portion of the Group's subscription revenue is priced using the United States Dollar (USD). This is different to BPG's functional
currency of NZD. The Group is exposed to other foreign currencies, but the exchange rate fluctuations between USD and NZD are the
Group’s primary source of foreign currency exposure. The Group maintains USD bank accounts for its US operations, providing a natural
hedge for its US branch operational costs. However, all other operations (i.e. Black Pearl Mail and NewOldStamp) use NZD bank accounts
which generates foreign currency fluctuations from subscription payments throughout the year. The Group is also exposed to USD
exchange flucuations in relation to the contingent consideration (see note 5).
The Group does not hedge this exposure e.g. foreign exchange swaps.
The following balances are subject to foreign currency exchange fluctuations:
• Trade receivables, being the amounts receivable for subscriptions,
• Cash and cash equivalents being cash amounts held in USD in its foreign operations,
• Contingent consideration payable in USD.
At 31 March, had the local currency strengthened/weakened against the USD by 10% the pre-tax loss (in NZD) would have been
(higher)/lower as follows:
20262025
At 31 MarchBalance+10% -10%Balance+10%-10%
(US$000)(NZ$000)(NZ$000)(US$000)(NZ$000)(NZ$000)
Cash and cash
equivalents
520369553105(17)20
Trade and other
receivables
2--268(43)52
Contingent
consideration
3,301(524)641---
Increase/(decrease) in
pre-tax loss
(155)553(60)72
Interest rate risk
Nature of risk
Interest rate risk is the risk that changes in interest rates negatively impact the Group’s financial performance or the value of its
financial instruments.
Exposure and risk management
The Group’s interest rate risk arises from its cash and cash equivalents balances and borrowings. During the year the remaining amount
under the $5m loan facility with BNZ was drawn down, resulting in exposure to interest rate risk in respect of amounts borrowed under the
facility. The loan facility is subject to floating interest rates and accordingly the Group is exposed to variability in finance costs arising from
movements in market interest rates. A reasonably expected movement in the prevailing interest rate would not materially affect the Group’s
consolidated financial statements. The Group’s credit card balances are settled on a monthly basis.
Liquidity risk
Nature of risk
Liquidity is the risk that the Group cannot pay contractual liabilities as they fall due.
Exposure and risk management
Liquidity risk arises mainly from business activities.
The Group manages liquidity risk by ensuring cash flow is planned ahead of time, and funding is planned and organised when required,
to ensure the Group will be able to meet its financial obligations.
At 31 March 2026, the Group held cash and cash equivalents of $9.33 million (2025: $6.77 million) to be used for the Group’s day-to-day
activities and for investments into strategic programmes. The Group has total credit card facilities of $30 thousand (2025: $30 thousand)
to support its operations. The Group relies on its capital raised through the issue of shares.
The Group’s exposure to liquidity risk based on undiscounted cash flows relating to financial liabilities is set out below:
At 31 March 2026Less than 12
months
Between 1
and 2 years
Between 2
and 5 years
Over 5 yearsTotal
contractual
cash flows
Carrying
amount
$000$000$000$000$000$000
Trade and other payables2,115 - - - 2,1152,115
Contingent consideration5003,500500 - 4,5005,768
Lease liabilities 296 178 - - 474 435
Loans and borrowings 5,063 69 183 46 5,360 5,263
Contractual cash flows7,9743,747683 46 12,44913,581
At 31 March 2025Less than 12
months
Between 1
and 2 years
Between 2
and 5 years
Over 5 yearsTotal
contractual
cash flows
Carrying
amount
$000$000$000$000$000$000
Trade and other payables 1,706 - - - 1,706 1,706
Lease liabilities 258 236 126 - 620 538
Loans and borrowings 74 1,069 206 46 1,395 1,270
Contractual cash flows 2,038 1,304 332 46 3,721 3,514
ANNUAL REPORTBLACKPEARL GROUPPAGE 98FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
Credit risk
Nature of risk
Credit risk arises in the normal course of the Group’s business on financial assets if a counter party fails to meet its contractual obligations.
Exposure and risk management
Financial instruments that potentially subject the Group to credit risk principally consistent of cash and cash equivalents and its trade and
other receivables. The Group manages this risk by placing most of its cash and cash equivalents with high-quality financial institutions.
The credit risk associated with trade receivables is small due to inherently lower transaction values and the distribution over a large number
of customers.
Group financial assets subject to credit risk at balance date are as follows:
At 31 March20262025
$000$000
Cash and cash equivalents9,592 6,773
Receivables1,793 555
Total financial assets subject to credit risk 11,385 7,328
Most of the Group’s cash and cash equivalents comprises of $8.38 million cash held with the Bank of New Zealand ('BNZ') with a credit
rating of A+ from Fitch (2025: BNZ $6.59 million, A+) and BMO Bank ('BMO') of $142 thousand with a credit rating of AA- from Fitch (2025:
BMO $86 thousand, AA-). The remaining amount is on-call balances with PayPal ($544 thousand), AirWallex ($233 thousand) and Revolut
($22 thousand). (2025: on-call with Paypal of $97 thousand).
21. SHARE CAPITAL
20262025
$000$000
On issue at beginning of the year50,456 37,493
Issue of ordinary shares26,913 12,526
Equity transaction costs (1,919)(666)
Shareholder warrants exercised - see Note 24402 6
Restricted shares converted to ordinary shares - see Note 2360 240
Exercise of employee share rights and share based payment
compensation - see Note 23
481 733
Issue of shares related to contingent consideration1,760 -
- equity classified - see Note 23- 62
- liability classified- 62
Total share capital ($000) 78,153 50,456
Share capital consists of the following classes:
Ordinary share capital 78,153 50,456
Total share capital ($000) 78,153 50,456
20262025
Fully paid total shares at the beginning of the year 64,650,884 53,309,437
Issue of ordinary shares 27,753,277 10,020,418
Shareholder warrants exercised - see Note 24 1,947,000 30,000
Restricted shares converted to ordinary shares - see Note 23 101,428 239,429
Exercise of employee share rights and share based payment
compensation - see Note 23
773,750 956,296
Issue of shares as part of business combination 1,725,078
Issue of shares related to contingent consideration
- equity classified - see Note 23 49,764
- liability classified - 45,540
Total share capital (#) 96,951,417 64,650,884
Total value per share $0.81 $0.78
Share capital consists of the following classes:
Ordinary share capital 96,951,417 64,650,884
Total share capital (#) 96,951,417 64,650,884
20. FINANCIAL INSTRUMENTS (Cont.)
ANNUAL REPORTBLACKPEARL GROUPPAGE 100FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
Capital raises
In August 2025, the Group announced a $15.15 million capital raise which was completed in October 2025. A total of $15.15 million
for 15,948,396 of shares was received.
In November 2025, the Group announced a $11.76 million capital raise which was completed in November 2025. A total of $11.76 million
for 11,804,881 of shares was received. (2025: $12.5 million in capital raised at $1.25 per share, $10.5 million through an off-market placement
and $2 million from a share purchase plan).
Equity transactions costs
Transaction costs incurred in issuing or acquiring own equity instruments are accounted for as a deduction from equity, to the extent
they are directly attributable to the equity transaction that otherwise would have been avoided. Transaction costs related to an equity
transaction that is abandoned are recognised as an expense.
During the year, the Group incurred $1.92 million of costs during the Company's capital raise (2025: $666 thousand).
The costs were mainly from consulting firms, charging a fee based on a percentage against capital raised from investors they had
introduced to the Company. These costs have been allocated to share capital.
Dividend stopper
The Group holds a loan facility with BNZ - see Note 19. A condition of the loan is that the Company cannot pay dividends or other
distributions to shareholders without prior consent from BNZ during the term of the loan.
22. BASIC AND DILUTED EARNINGS PER SHARE
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the net loss
attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares on issue during the year. Diluted
EPS is determined by adjusting the net loss attributable to ordinary shareholders and the weighted average number of the ordinary shares
on issue for the effects of all potential dilution to ordinary shares and options. Instruments are only treated as dilutive when their conversion
to ordinary shares would decrease EPS or increase the loss per share.
20262025
Total loss attributable to owners ($000)(17,808)(9,162)
Weighted average number of ordinary shares for basic EPS79,953,276 58,131,168
Dilution from share based compensation options - -
Weighted average number of ordinary shares adjusted for the effect of dilution79,953,276 58,131,168
Basic and diluted loss per share(0.22)($0.16)
23. SHARE BASED PAYMENT RESERVE
Accounting policy
The Group operates equity-settled share based compensation, with a mix of ordinary shares and rights to shares which can be exercised
for ordinary shares. The Group has share based compensation arrangements both with and without vesting conditions. Vesting conditions
(if any) attached to any share based payment arrangement are only service conditions and/or non-market performance conditions.
For share based payments with vesting conditions, the fair value of the shares (or share rights) are determined at the grant date and
they are vested in tranches over the specified period in the contract. Each tranche is accounted for as a separate grant for the purposes
of recognising the expense over the vesting period. The fair value of shares and rights are based on the Company's listed share price
at the time.
At the end of each reporting period, the Group revises its estimates of the number of rights expected to vest based on the non-
market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, through profit or loss with
a corresponding adjustment to equity. Otherwise, once the vesting conditions are met, the amounts recognised in the reserve remain
indefinitely until those rights are exercised or forfeited. The Group's other share based compensation arrangements do not have vesting
conditions. Shares are issued and the fair value of those shares is measured and expensed on the grant date.
Share rights and shares are valued at the Company’s listed share price at the grant date. No option pricing model is applied as the fair value
is directly observable from the market price. For awards with vesting conditions, the grant date fair value is recognised as an expense on
a straight-line basis over the vesting period of each tranche, with each tranche treated as a separate grant. For awards without vesting
conditions, the full grant date fair value is expensed immediately.
The Company effectively has four types of share based compensation arrangements:
• One-off share based compensation without vesting conditions
Share issues that are used as a bonus to compensate employees or other suppliers for services. These do not have vesting conditions and
are immediately recorded as share capital or an increase in the reserve once issued.
• Contractual share based compensation with vesting periods
Contractual arrangements entered into with key employees to provide share rights with vesting periods for a defined service period.
All vested employee rights have a nil exercise price. Any share to be issued on the exercise of the right will be issued on the same terms
which rank equally in all respects with the ordinary shares in the Company on issue.
• Contractual share based compensation with non-market performance conditions
Contractual arrangements entered with key employees to provide share rights that vest when specified performance conditions are met.
These are 'non-market' performance conditions as defined under NZ IFRS 2 as they are conditions not linked to the actual share price of
the Company. Examples of these conditions include meeting certain ARR and cash profitability targets by a certain date specified in the
agreement with the employees. The participants must remain employed by the Company until the performance targets are met, otherwise
they are forfeited.
• Restricted shares issued to non-executive directors
The Company issued a separate class of equity securities to its non-executive directors. These automatically convert into shares after
a defined period.
The following table summarises movements in the reserve related to progress towards vesting of share rights:
20262025
$000$000
Opening balance1,3371,083
Share rights exercised during the year - transfer to share capital(541)(973)
Equity-based purchase price contingent consideration NOS-(62)
One off share based payments without vesting terms
(i)
49-
Progression of share rights from employee contractual share-based
compensation
(i)
3321,031
Progression from other contractual share based compensation NOS
(i)
-18
Restricted shares issued to non-executive directors recognised via director
fees
(ii)
218334
Movements due to net settlement offers-(94)
Closing balance 1,395 1,337
(i) These amounts, along with the additional expense recognised due to net settlement offers (discussed below) totalling $0.4 million was recognised via profit
or loss through personnel expenses.
(ii) These amounts were recognised through profit or loss as director fees under administrative expenses.
Additional information on shares and share rights granted during the year
One-off share-based payment compensation with no vesting conditions
The Group granted 50,000 shares at $0.99 per share based on BPG's share price at the time (2025: None).
Contractual share-based compensation with vesting periods: employee share scheme
The Group has a employee share scheme where certain share rights awarded vest after a defined service period. During the year, 90,000
share rights under this type were granted at a weighted average grant date price of $1.13 per share right based on BPG's market share price
at the time (2025: 1.177 million share rights at $0.68 per share right). At the end of the financial year, 355,000 share rights were fully vested
and exercisable under this type (2025: 55,000). The number of share rights under this type which have been granted but not yet vested
is 477,500 with an associated deferred expense totalling $61,447 and weighted average remaining vesting period of 0.48 years (2025:
680,000 not yet vested, $159,036 deferred expense, remaining vesting period 0.53 years). Share rights under the new employee scheme
have no exercise price and must be exercised three years after their respective vesting dates, otherwise they lapse (2025: no new grants
under this type).
Contractual share based compensation with non-market performance conditions: new employee share scheme
These are share rights granted under the Company's new employee scheme, but vest based on non-market performance conditions.
No share rights were granted during the financial year (2025: 1.448 million share rights at $0.65 per share right, vesting based on conditions
linked to the Group's cash profitability and ARR targets to be met at specified dates). At the end of the financial year, 30,000 share rights
were fully vested and exercisable under this type (2025: 5,000). The number of share rights under this type which have been granted but
not yet vested is 75,000 (2025: no new grants under this type). Share rights under the new employee scheme have no exercise price and
must be exercised three years after their respective vesting dates, otherwise they lapse (2025: no new grants under this type).
21. SHARE CAPITAL (Cont.)
ANNUAL REPORTBLACKPEARL GROUPPAGE 102FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
Restricted shares issued to non-executive directors
Share rights under this arrangement type were issued to certain directors as part of their remuneration package. These vest based on a
defined service period. A total of 104,000 share rights were granted with a weighted average grant date price of $1.11 per share right based
on BPG's market share price this year (204,000 share rights at $1.26 per share right). Share rights of this type have no exercise price. These
share rights are converted into shares shortly after they vest, and none were outstanding as of 31 March 2026 (2025: none). The number of
share rights under this type which have been granted but not yet vested is 174,000, with an associated deferred expense totalling $61,808,
and a weighted average remaining vesting period of 0.63 years (2025: 275,429 not yet vested, deferred expense $132,961, remaining vesting
period 0.63 years).
The following outlines the number of, and movements in, total share rights and the total shares issued during the year subject to the
vesting conditions:
Share rightsOrdinary shares
2026202520262025
Opening balance 1,783,163 767,734 600,000 763,607
Granted during the period394,000 3,139,765 -23,459
Exercised during the period(275,178)(1,058,423)(600,000)(187,066)
Surrendered on acceptance of net settlement offer(18,750)(188,664)--
Forfeited during the period(42,500)(877,250)--
Closing balance 1,840,735 1,783,163 - 600,000
Significant judgement - equity classification of the Group’s new share-based payment scheme
The Company's Board may offer participants 'net settlement' whereby the Company will settle the participants tax obligations in cash and
deduct the equivalent value in restricted units. While cash settlement would result in a liability for the Company to record, the net settlement
feature will only be offered close to the vesting date and is at the Board’s discretion. As a result the Company considers the transactions
during the period to be equity-settled. In the event net settlement is offered, this will be treated as a modification to the relevant existing
share arrangement.
On the date a net settlement offer is made the share rights subject to the offer, i.e. the share rights the employee surrenders in exchange
for the Company settling the employee's tax obligations, are measured at their fair value. Amounts in excess of the grant date fair value of
those share rights are recognised as an additional expense. During the year, the Company made no offers resulting in additional expense
(2025: $80,000). The Group settled all liabilities associated with net settlement offers as of 31 March 2026 (2025: none).
24. RELATED PARTY TRANSACTIONS
A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or
significant influence over the financial or operating policies of those entities. A number of these entities subscribe to services provided
by the Group. None of these related party transactions are significant to either party. The following are the related party transactions for
the year:
Related partyTransaction or balanceNote20262025
$000$000
Crown BP Holdings LLCConversion of warrants to shares(i) - 6
Prospect Desk LLCData provision services provided(i) 622 540
Auto Drive Real Estate LLCUS working spaces(i)31 18
Cloud Matchmaker IncorporatedConsulting services provided(ii) - 16
(i) Timothy Crown is a director and major shareholder of the Company. He is also a director and major shareholder of Crown BP Holdings LLC
and Auto Drive Real Estate LLC. He has a shareholding in Prospect Desk LLC through associated persons.
(ii) Cherryl Pressley is a shareholder and was a director (until September 2024) of the Company. She is also a director and shareholder
of Cloud Matchmaker Incorporated.
Compensation of key management personnel of the Group20262025
$000$000
Directors' fees, salaries and wages2,139 1,687
Share-based payment transactions218 779
Health insurance and other benefits3 21
Total compensation provided to key management personnel2,360 2,487
Amounts disclosed in the table above are the amounts recognised as an expense during the reporting period related to key management
personnel. Key management personnel are defined as persons having authority and responsibility for planning, directing and controlling the
activities of the Group, directly or indirectly, including directors (executive or otherwise). No amounts arising from transactions with related
parties have been written off or forgone during the year (2025: nil)
25. GOING CONCERN
The Group prepares its financial statements on a going concern basis, which assumes the Group has the ability and intention to continue
operations for a period of at least 12 months from the date the consolidated financial statements are approved.
In the year ended 31 March 2026, the Group had operating cash outflows of $16.90 million (2025: $6.33 million) and incurred a total
comprehensive loss of $18.08 million (2025: $9.42 million). The cash balance at year end was $9.59 million (2025: $6.77 million). The Group
has a banking facility with the Bank of New Zealand of $5.00 million, which is fully drawn at year end and includes financial covenants
tested on a quarterly basis. The facility was extended for a two-year term in April 2026 (a non-adjusting subsequent event).
As a result of these factors there is a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going
concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
The Group’s forecast is underpinned by:
• Forecast ARR growth across the Group’s portfolio of products
• The Group’s ability to actively manage its operating cost base
• Continued availability of the Group’s banking facility
• Additional capital, securable through a range of available sources if required
These material uncertainties are based on the Board’s key judgements related to the Group’s ability to:
• Execute the forecast ARR growth and operating cost reductions
• Secure the additional cash required, whether by equity capital raise, banking facility increase, alternative debt financing,
or a combination thereof
The Directors have reviewed sensitivity scenarios and a mitigated case forecast in which identified cost actions are executed in full. The
Directors remain confident that the Group can manage forecast variations through appropriate cost control, by leveraging additional
finance, or by securing additional capital as required.
The Directors consider, after making due enquiry and having regard to the material uncertainty described above and the actions available
to address it, that the going concern basis remains appropriate for the preparation of these financial statements. The Directors believe the
Group will achieve its financial forecast and, if necessary, secure additional finance or investment to the extent required to continue as a
going concern.
26. COMMITMENTS AND CONTINGENCIES
The Group has one commitment as of 31 March 2026 where the Group entered a contract with a software and AI development company
for a minimum monthly fee of $60,000 for a period of 24 months from 1 November 2024. Work commissioned under this contract may
result in capitalisable software development costs) (2025: the Group entered a contract with a software and AI development company for
a minimum monthly fee of $60,000 for a period of 24 months from 1 November 2024. Work commissioned under this contract may result in
capitalisable software development costs). The Group has no contingencies as of 31 March 2026 (2025: no contingencies).
27. EVENTS AFTER BALANCE DATE
On 2 April 2026, after the reporting date, the Group refinanced its existing debt facility with Bank of New Zealand (BNZ). The new
Customised Average Rate Loan facility replaces the original facility dated 9 August 2024, which had a maturity date of 17 August 2026.
The new facility matures on 30 March 2028. The facility limit of NZ$5,000,000 is unchanged, and the drawn balance at 31 March 2026
of NZ$5,000,000 is unchanged. The minimum drawn balance has been increased from NZ$1,000,000 to NZ$3,000,000. The guarantee
structure is documented under a new Cross Guarantee and Common Terms Deed. The new facility is subject to standard financial
covenants, including an ARR growth covenant and a liquidity covenant, both tested quarterly. The Directors have considered the refinance
in the going concern assessment.
23. SHARE BASED PAYMENT RESERVE (Cont.)
ANNUAL REPORTBLACKPEARL GROUPPAGE 104FY 2026
Consolidated Financial StatementsConsolidated Financial Statements
28. CONSOLIDATED ENTITY
The consolidated financial statements of the Group include:
Name and principal activitiesCountry of IncorporationEquity Interest
20262025
Black Pearl Group Incorporated
Same as the Black Pearl Group Limited (the parent) as described
in Note 1 - but for the Group's US operations.
United States100%100%
Newoldstamp Limited
Selling subscriptions for in-market SaaS platform that enables
businesses to centrally manage their email signatures.
New Zealand100%100%
Bebop AI Limited
An advanced AI-powered conversational platform designed
to make customer discovery fast and affordable.
New Zealand100%100%
B2B Rocket Incorporated (acquired 21 August 2025)
An AI sales automation company providing tools to support
customer acquisition and sales engagement.
United States100%0%
Noir Perle Limited
No operational activity, but holds the restricted share units
approved for the Group’s employee share scheme.
New Zealand100%100%
29. CASHFLOW RECONCILIATIONS
Reconciliation of loss for the year to net cashflow from operating activities
20262025
$000$000
Loss for the year attributable to owners (17,808)(9,162)
Add/(less) non-cash items included in net loss
Depreciation and amortisation expense1,337891
Share-based payment transactions5991,289
Foreign exchange gains/(losses)(204)(136)
Fair value measurement of contingent consideration5497
Other non cash items65(157)
Total non cash items2,3461,894
Add/(less) movements in working capital items
(Increase)/decrease in receivables(466)(328)
(Increase)/decrease in prepayments(141)(180)
(Increase)/decrease in contract assets(671)-
Increase/(decrease) in payables(340)1,255
Increase/(decrease) in employee entitlements56129
Increase/(decrease) in contract liabilities12062
Net movement in working capital(1,442)938
Net cash outflow from operating activities(16,904)(6,330)
Reconciliation of movements of liabilities to cash flows arising from financing activities
Lease
liabilities
Loans and
borrowings
Contingent
consideration
$000$000$000
Opening balance at 1 April 20255381,270-
Cashflows from financing activities
Proceeds-4,000-
Repayments(213)(345)-
Net cash from financing activities(213)3,655-
Other changes
Lease additions during the year110--
Interest accrued51271-
Interest paid disclosed as part of operating activities(51)--
Credit card repayments disclosed as part
of operating activities
-28-
Contingent consideration issued6,317
Fair value adjustments-39(549)
Total other changes1103385,768
Carrying value at 31 March 20264355,2635,768
Opening balance at 1 April 202413336355
Cashflows from financing activities
Proceeds-1,000-
Repayments(151)(156)-
Loan establishment fee(30)-
Total cashflows from financing activities(151)814-
Other changes
Lease additions during the year602--
Lease terminations during the year(46)--
Interest accrued3197-
Interest paid disclosed as part of operating activities(31)--
Credit card repayments disclosed as part
of operating activities
-(27)-
Fair value adjustments-237
Contingent consideration issued as shares--(62)
Total other changes55693(55)
Carrying value at 31 March 20255381,270-
PAGE 106FY 2026ANNUAL REPORTBLACKPEARL GROUP
Consolidated Financial Statements
Company Directory
Incorporation Number
4064918
Registered Office
Level 5, 50 Customhouse Quay
Wellington 6011
New Zealand
Independent Auditor
William Buck Audit (NZ) Limited
Level 4, 21 Queen Street
Auckland 1010
New Zealand
Directors
Nicholas Lissette
Timothy Crown
Mark Osborne
Hugo Fisher
Jyllene Miller (appointed 10 September 2024)
Share Registrar
MUFG Corporate Markets
Level 30, PwC Tower, 15 Customs St West
Auckland 1010
New Zealand
Accountants
Deloitte Wellington
Level 12, 20 Customhouse Quay
Wellington 6140
New Zealand
ANNUAL REPORT
ANNUAL REPORTBLACKPEARL GROUPFY 2026
Blackpearl Group is a market-
leading data technology
company that pioneers AI-
driven, sales and marketing
solutions for the US market.
Specifically engineered
for small-medium-sized
businesses (SMEs), Blackpearl
Group consistently delivers
exceptional value to its
customers. Our mantra is
simple: ‘Creating Motivating
Opportunities.’
Blackpearl creates the
opportunities that motivate
action. We create high-impact
products that pivot at speed to
serve what businesses really
need, kick-starting action –
turning data into dollars.
Founded in 2012, Blackpearl
Group is based in Wellington,
New Zealand, and Phoenix,
Arizona.
blackpearl.com
Thank You —
Ad Astra.
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Results for announcement to the market
Name of issuer Black Pearl Group Limited
Reporting Period 12 months to 31 March 2026
Previous Reporting Period 6 months to 30 September 2025
Currency New Zealand Dollar
Amount (000s) Percentage change
Revenue from continuing
operations
$13,704 77%
Total Revenue $13,704 77%
Net profit/(loss) from
continuing operations
$(17,808) 94% (loss increase)
Total net profit/(loss) $(18,082) 92% (loss increase)
Interim/Final Dividend
Amount per Quoted Equity
Security
It is not proposed to pay a dividend
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security (in
dollars and cents per
security)
($0.0510349) $0.054139
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Refer to Blackpearl Group FY26 Annual Report and Investor
Presentation
Authority for this announcement
Name of person authorised
to make this announcement
Karen Cargill
Contact person for this
announcement
Karen Cargill
Contact phone number +64 211355183
Contact email address Karen.cargill@blackpearl.com
Date of release through MAP 28/05/2026
Audited financial statements accompany this announcement.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.