TWL Full Year Results FY26
MARKET RELEASE
29 May 2026
AUDITED FINANCIAL RESULTS FOR THE YEAR TO 31 MARCH 2026
TradeWindow FY26 revenue rises 20% to $9.6m; ARR passes $10m
Trade Window Holdings Limited (NZX/ASX: TWL), a global trade software company, today
reports audited FY26 financial results showing strong revenue growth supported by
improved customer retention and rising average revenues per customer.
Against a volatile economic backdrop, trading revenue increased 20% to NZ$9.6 million,
while Annual Recurring Revenue (ARR) surpassed NZ$10 million for the first time, ending the
year at NZ$10.1 million.
Revenue growth has been unbroken since the company's NZX listing in November 2021, with
an organic revenue CAGR of 28% since FY23. This record, and the FY26 result, reflects the
durability of a business built on shippers and freight forwarders that recognise the security
and strength of our systems. These customers value our flexibility and our commitment to
driving productivity in their operations.
TradeWindow is well capitalised with a closing cash balance of NZ$4.2 million and enters
FY27 with clear strategic priorities and a strong product roadmap. It is targeting FY27
trading revenue in the range of NZ$10.85 million to NZ$11.33 million with EBITDA
approaching breakeven.
These audited results are consistent with the Q4 FY26 update released on 5 May 2026.
FY26 FULL YEAR HIGHLIGHTS
1
• Trading revenue up 20% to NZ$9.6 million (FY25: NZ$8.0 million)
• ARR of NZ$10.1 million, up 17% — first time exceeding the NZ$10 million milestone
• Shipper ARPC of NZ$30,352 per annum, up 22% on FY25; freight forwarder ARPC of
NZ$13,907 per annum, up 27%
• Gross margin of 60% for the full year; 63% in Q4 FY26, up 3 percentage points on Q3
FY26
• Customer retention rate of 89%, up 2 percentage points on FY25
• EBITDA loss of NZ$1.2 million, an improvement of NZ$0.3 million on FY25 (NZ$1.5
million loss)
• Net loss after tax of NZ$2.6 million
• Closing cash balance of NZ$4.2 million
• No bank debt on the balance sheet
• FreightAI capitalised internal development costs of NZ$661k at 31 March 2026, up
47% quarter-on-quarter
1
Note: All figures are in New Zealand dollars unless otherwise stated. All comparisons are to FY25 unless
otherwise stated. EBITDA is a non-GAAP measure. Unaudited metrics were previously disclosed in the Q4 FY26
Investor Update dated 5 May 2026.
• ASX listing completed in December 2025, broadening the company's investor base
across Australasia
Chair Alasdair MacLeod said: "These audited results tell a consistent story: TradeWindow is
growing thanks to its focus on delivering trade solutions that are responsive to customers’
core business needs and deliver them strong productivity improvements.”
“We are at the same time improving our gross margins and investing purposefully in the next
generation FreightAI platform, a development that will consolidate our technology
leadership.”
“Crossing the NZ$10 million ARR threshold and completing our ASX listing – a move that is
delivering opportunities to enhance recognition of the value we are creating – are significant
achievements for FY26 and position the company for success in FY27."
Acting CEO Dewald van Rensburg said: "FY26 was a year of significant operational and
strategic progress. We delivered 20% revenue growth and materially advanced the FreightAI
programme. As we enter FY27, our priorities are clear: execute on the revenue plan and
continue building FreightAI."
FINANCIAL RESULTS
The audited financial results are consistent with the unaudited metrics reported in the Q4
FY26 Investor Update on 5 May 2026. Trading revenue of NZ$9.6 million represents 20%
growth on the NZ$8.0 million achieved in FY25, driven by the full year impact of new
customers acquired in FY25 — in particular, Australian TW Freight customers, combined with
further customer additions and price increases implemented during the year.
Gross margin for the full year was 60%, with Q4 FY26 reaching 63% as the migration of on-
premise TW Freight customers to the cloud-hosted solution approached completion.
EBITDA loss narrowed to NZ$1.2 million, an improvement of NZ$0.3 million on FY25, with
NZ$661k of FreightAI internal development costs capitalised to the balance sheet. Net loss
after tax was NZ$2.6 million.
The company closed the year with a cash balance of NZ$4.2 million. During FY26,
TradeWindow raised NZ$7.0 million in total (net of costs) — NZ$6.8 million via a placement
and NZ$217k through a share purchase plan.
CUSTOMER METRICS
ARPC growth was a standout across FY26. Shipper ARPC of NZ$30,352 per annum
represents a 22% improvement on FY25, with only 2% of that uplift attributable to price
increases, the balance reflecting TradeWindow's continued focus on mid-market and large
enterprise customers who are frequent, high-volume users of the platform.
Freight forwarder ARPC grew 27% to NZ$13,907 per annum, driven by targeted focus on
mid-market operators and the re-contracting of customers onto refreshed pricing plans.
Customer count of 547 was down 7 on FY25, reflecting the deliberate rationalisation of
lower-value legacy accounts during the transition to new pricing plans. Customer retention
of 89% is up 2 percentage points on FY25, demonstrating the underlying stickiness of the
platform.
FREIGHTAI
Development of our next generation FreightAI platform remains on track. The platform is
designed to embed AI directly into trade workflows, including automated document
ingestion, job creation, customs preparation, and exception handling — reducing manual
effort across the trade lifecycle and increasing throughput per customer.
Capitalised internal development costs grew 47% quarter-on-quarter to NZ$661k as at 31
March 2026. FY27 will see a material acceleration, with NZ$1.5 million of FreightAI
development costs expected to be capitalised during the year. The platform is targeted for
rollout from September 2027, at which point AI-enabled workflows will be progressively
introduced.
FreightAI is positioned as more than a rebuild of the existing TW Freight product, it is the
foundation of a scalable platform combining workflow automation, data, and AI to deliver
measurable operational and financial value to customers.
BALANCE SHEET AND FUNDING
TradeWindow ended FY26 with a cash balance of NZ$4.2 million. Total assets were
NZ$15.1 million with capitalised FreightAI work in progress standing at NZ$661k on the
balance sheet as at 31 March 2026.
TradeWindow has no bank debt, with sufficient cash on hand to fund the planned FreightAI
development programme.
OUTLOOK
TradeWindow's FY27 budget targets trading revenue growth in the range of 13% to 18%, with
EBITDA approaching breakeven. The Board considers this guidance prudent, reflecting the
uncertain macroeconomic environment and the potential for ongoing global trade
disruptions to affect customer activity and decision-making timelines.
The Audited FY26 Financial Statements and investor presentation are being released on the
NZX, ASX, and TradeWindow’s Investor Hub along with this announcement.
WEBINAR
The full-year results will be discussed on a webinar at 11am NZT today. Participants can
register using the link below:
https://investors.tradewindow.io/webinars/Ky0Z7r-tradewindow-investor-webinar-fy26-full-
year-results
Approved by the board and released for and on behalf of TradeWindow by:
Dewald van Rensburg
Acting Chief Executive Officer
ENDS
About TradeWindow:
Founded in December 2018, TradeWindow Holdings Limited (NZX/ASX: TWL) is a dual-listed
software company that provides digital solutions for exporters, importers, freight forwarders,
and customs brokers to drive productivity, increase connectivity, and enhance visibility.
TradeWindow's software solutions integrate to form a cohesive digital trade platform
enabling customers to more efficiently run their back-end operations, share information, and
securely collaborate with a global supply chain. www.tradewindow.io
Further information:
Investors
Andrew Balgarnie
Chief Strategy Officer
+64 27 559 4133
Media
Richard Inder
The Project
+64 21 645 643
---
FY 2026 Financial Results
Investor Presentation
29 May 2026
2
This presentation has been prepared by Trade Window Holdings Limited (TradeWindow). All information is current at the date of
this presentation, unless stated otherwise. All currency amounts are in NZ dollars unless stated otherwise
.
Disclaimer
Information in this presentation:
•is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of
securities in TradeWindow for the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial
product, or investment advice;
•should be read in conjunction with, and is subject to TradeWindow’s Financial Statements and Annual Reports, market releases and information
published on TradeWindow’s website (tradewindow.io);
•includes forward-looking statements about TradeWindow and the environment in which TradeWindow operates, which are subject to uncertainties
and contingencies outside TradeWindow’s control – TradeWindow’s actual results or performance may differ materially from these statements;
•includes statements relating to past performance information for illustrative purposes only and should not be relied upon as (and is not) an indication
of future performance;
•may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to the accuracy or
completeness of such information; and
•non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial
information presented by other entities. The non-GAAP financial information included in this document has not been subject to review by auditors.
Non-GAAP measures are used by management to monitor the business and are useful to provide investors to access business performance.
Investor Presentation
3
Agenda
FY26 summary
Customers
Product
Financial overview
Outlook
Q&A
4
9
14
17
25
26
Dewald van Rensburg
Acting Chief Executive Officer
Deidre Campbell
Chief Financial Officer
Investor Presentation
Andrew Balgarnie
Chief Strategy Officer
4
•Successful execution of strategy delivers strong growth in revenue and
focused cost management, clearing the path to financial sustainability
•Trading revenue rises to $9.6 million, a 20% increase on the $8.0 million in
the prior year
•EBITDA
1
loss: $1.2 million, down 19% from the prior year’s $1.5 million
•Net loss after tax: $2.6 million, down 26% from $3.5 million loss in the prior
year
•Cash and cash equivalents: ended the year at $4.2 million
•Monthly average cash consumption unchanged from $0.2 million in FY25
•We project we have sufficient capital to maintain current business
operations
2, 3
FY 26: revenue rises 20%; ARR passes $10m
Investor Presentation
1.EBITDA is a non-GAAP measure of financial performance. It is defined and reconciled to the GAAP
measure of net profit after tax on slide 16 of this presentation
2.Forward-looking financial information should be read in conjunction with key assumptions on Slide 29
3.Please refer to the Going Concern Note on page 9 of the financial statements released to the NZX today
Investor presentation5
Annual
Recurring
Revenue
$10.1m
ARPC per annum
(Freight
Forwarders)
Up 22%
$13,907
Gross Margin
Customer
retention rate
89%
Internally
developed software
(FreightAI)
Note, all comparisons are against year ended 31 March 2025 (FY25) unlessotherwise indicated.
Annual Recurring Revenue is calculated using subscription revenue for March 2026 and the monthly average of transaction revenue for Q4 FY26
annualised.
Up 3 ppt on Q3 FY26
Up 2 ppt on FY25
Up 47% on Q3 FY25
Trading revenue
Up 20%
$9.6m
ARPC per annum
(Shippers)
$30,352
Up 27%
547
Customers
Up 17%
63%
$661k
Down 7 on FY25
Key performance indicators – Year ended 31 March 2026
Annual Recurring Revenue
1
(NZ$m)
28%
CAGR
Investor Presentation6
Gross marginCashflow from Operations (NZ$m)
Growing recurring revenue base, expanding margins, and heading towards profitability
Consistent revenue growth and a clear pathway to profitability
1. Annual Recurring Revenue is calculated using subscription revenue for March 2026 and the monthly average of transaction revenue for Q4 FY26 annualised.
Investor Presentation7
ARPC
1
(Shippers)ARPC
1
(Freight Forwarders)Customers/Retention Rate
21%
CAGR
24%
CAGR
Increasing ARPC across customer segments with resilient retention and steady customer growth
Consistent revenue growth and a clear pathway to profitability
1.Average Revenue Per Customer
Investor Presentation8
New Zealand revenue (NZ$m)Australian revenue (NZ$m)Rest of world (NZ$m)
30%
CAGR
22%
CAGR
Strong Australian demand and partnerships turned Australia into the fastest-growing region
Consistent revenue growth and a clear pathway to profitability
Customers
Investor Presentation10
Note, logos don’t necessarily correspond to top customers.
Shippers
(Importers/Exporters)
Freight Forwarders
Trusted by over 500 global trade operators across various industries
A selection of customers which include some of Australasia’s most prolific shippers and freight forwarders
Investor Presentation11
Trusted by over 500 global trade operators across various industries
New Zealand our foundation, Australia our growth engine
12
Note:
1.FY26 year ending 31 March 2026
2.12 months ending 31 March 2026
Investor Presentation
Revenue diversity with low concentration risk and customer churn
High quality, diverse and predictable recurring revenues
Investor Presentation13
Transactional revenue
•TradeWindow generates transactional revenue each time a customer either
creates or shares a set of trade documents
Subscription revenue
•Customers pay monthly, quarterly, or annual subscription fees to access
solutions
•The amount of fee varies depending on the number of solutions subscribed
for and the number of users
Installation revenue
•TradeWindow earns one-off set up fees that vary depending on the level of
service and complexity of installation
Service revenue
•TradeWindow charges for ad-hoc customisation and enhancement requests
Recurring revenue
53%
Revenue
Composition
1
3%
42%
1. Based on audited trading revenue for the full year ended 31 March 2026
Revenue diversity with low concentration risk and customer churn
Trading revenues are highly predictable with 95% recurring
2%
95%
Transactional
revenue
Subscription
revenue
Recurring
revenue
Service
revenue
Installation
revenue
Product
FY 2024 Investor Presentation15
FreightAI is the foundational platform architecture underpinning TradeWindow's long-term intelligent trade ecosystem strategy
FreightAI
FY 2024 Investor Presentation16
Updates coming for FreightAI
Product development roadmap
Financial Overview
Income Statement $000FY26FY25Change $Change %
Trading revenue9,6098,0311,57920%
Other income440
(36)
-89%
Total income9,6148,0711,54319%
Personnel & employee expense(6,774)(6,908)134-2%
Other expenses(4,082)(2,689)(1,394)52%
Total expenses(10,856)(9,597)(1,259)13%
EBITDA
1
(1,242)(1,526)284-19%
Depreciation & amortisation(1,263)(1,853)590-32%
Net finance expenses(71)(129)58-45%
Income tax(16)(10)(6)57%
Net loss after tax(2,592)(3,518)925-26%
Investor presentation18
Financial performance
•Trading revenue up 20% to $9.6m, with sales
across all core products
•Employee costs were steady on the prior year
•Other costs up 52% reflecting:
•Higher customer usage
•Cost of cloud migration project
•Our ASX listing
•EBITDA loss reduced 19% to $1.2m with
revenue growth
1
EBITDA – Earnings before interest, tax, depreciation & amortisation
Trading revenue up 20% driven by organic growth
Revenue by type $000FY26FY25Change %
Transactional5,1064,28919%
Subscription4,0463,28023%
Services29123126%
Installation165230-28%
Total trading revenue9,6098,03120%
Other income440-89%
Total income9,6138,07119%
Trading revenue by country $000FY26FY25Change %
New Zealand5,1504,62311%
Australia4,1203,07334%
Asia, Pacific Is, & rest of world 3383341%
Total trading revenue9,6098,03120%
Investor presentation19
Revenue by type and country
•Organic trading revenue growth of 20% driven
by a focus on higher-quality customer
relationships and effectively passing on price
increases.
•Recurring revenue:recurring transactional and
subscriptionrevenue show strong increases and
represent 95% of trading revenue.
•Other incomedown with lower R&D grants
reflecting reduced innovation activity.
•Australia leads revenue growth across the
Freight suite & Origin products while New
Zealand still provides solid opportunities.
Organic growth underpinning revenue increase
FreightFY26FY25Change %
Subscriber
1
customer nos. period end264296-11%
Ave Subscriber customer nos.276290-5%
Ave revenue per customer pa$13,907$10,96727%
Customer numbers as at 31 March
FY26FY25
Subscriber customer nos. – Freight264296
Subscriber customer nos. – Shippers141141
Pay As You Go customer nos.142117
Total Customer Numbers547554
Shippers
FY26FY25
Change %
Subscriber customer nos. period end1411410%
Ave Subscriber customer nos.140143-2%
Ave revenue per customer pa$30,352$24,79522%
Investor presentation20
Average revenue per customer
•Total customers 547 down 7 reflecting
our deliberate rationalisation of lower-
value accounts.
•Increased monthly Average Revenue
PerCustomer(ARPC) for Freight – up
27%reflecting focus on mid-market
operators and refreshed pricing plans.
•Increased monthly ARPCfor
Shippers(exporters & Importers) – up
22% reflecting focus on mid-market and
large enterprise customers who are
frequent, high-volume users.
1
Subscriber customers are those that are licensing TradeWindow’s software and generate monthly subscription revenue.
These customers may also generate transaction, services & installation revenues. It excludes certificate and other revenue.
ARPC for both customer segmentscontinues to increase
Personnel & employee expense $000FY26FY25Change $Change %
Cost of goods sold2,4002,1962039%
Research & Development2,2371,69953832%
Sales & Marketing1,1281,369(241)-18%
General and Administration1,6701,644262%
Internal product development capitalised(661)(661)100%
Total employee benefits expense6,7746,908(134)-2%
Staff nos. (FTE)
FY26FY25
ChangeChange %
Cost of goods sold2519633%
Research & Development3021943%
Sales & Marketing1311218%
General and Administration770%
Total staff nos. (FTE)75581730%
Other expenses $000
FY26FY25
Change $Change %
Cost of goods sold1,57494263167%
Research & Development207217(10)-4%
Sales & Marketing12412133%
General and Administration2,1771,40976955%
Total other expenses4,0822,6891,39452%
Investor presentation21
Operating expenses / staff numbers
•Employee spendoverall increased in line
with Freight AI development plan:
•Operational employee cost steady at
$6.8m up $0.1m on prior year
•Development capitalised $0.7m
•Other costs up to $4.1m
•Impact of increased usage
•Cloud migration
•ASX listing
Reflects increased sales, research and development costs and the ASX listing
$000sFY26FY25Change $Change %Key notes
Current Assets5,6681,5484,120266%Cash on hand as at 31 March 2026 $4.2m
Non-Current Assets9,3869,873(487)-5%
Total Assets15,05311,4203,63332%
Current Liabilities2,3492,489(140)-6%
Non-Current Liabilities2241,018(794)-78%
Total Liabilities2,5723,507(934)-27%ASB debt repaid
Net Assets12,4817,9144,56758%
Total Equity12,4817,9144,56758%Capital raised
Investor presentation22
Balance sheet
$000sFY26FY25Change $Change %
Operating Activities
Cash Received from Customers10,6728,8412,56841%
Cash Paid to Suppliers and Employees(11,983)(10,368)(1,615)16%
Income Tax Received
Grant Income43148%
Operating net cash flow(1,308)(1,525)217-14%
Payments for intangibles(661)(661)100%
Other Investing (139)(7)(132)1859%
Investing net cash flow(800)(7)(793)11183%
Financing cash flow5,9061,7364,170240%
Net Change in Cash3,7982043,5941762%
Opening Cash392188204108%
Closing Cash4,1903923,798968%
Average monthly cash outflow
1
(184)(152)3221%
Investor presentation23
Cashflow
•Balance date cash and cash equivalents of
$4.2m
•Successful capital raisings of $7.0m.
•Average monthly cash burn increase to 184k in
FY26 from 152k in FY25 due to development of
FreightAI and ASX listing costs
1
Average monthly cashflow excludes capital raise and ASB debt repayment
2
Forward-looking financial information should be read in conjunction with key assumptions on Slide 29
FY27 outlook
24
•The Australian market still presents significant growth opportunity
•Pipeline of new features and functionality for existing products
•FreightAI is on track for initial commercial release in September 2027
•We expect FY27 revenue growth to be in the range of 13% to 18%
•We project we have sufficient capital to maintain current business operations and
expect to be close to EBITDA breakeven for FY27
1
•TradeWindow is on the path to becoming a Rule of 40 company
Investor Presentation
1
Forward-looking financial information should be read in conjunction with key assumptions on Slide 29
Q&A
Appendix
Our product development priorities
Dewald Janse van Rensburg
Acting Chief Executive Officer
Highly experienced and motivated management team
Experienced and aligned management team ready to deliver growth strategy
Kerry Friend
Executive Director
Kerry co-founded TradeWindow and was
the inaugural CFO. He has three decades
of financial management experience. He
started his career with EY Wellington
before following a career across Asia
primarily in the media and entertainment
sector. Kerry has previously held senior
finance positions with Take-Two
Interactive Software (Singapore), Jupiter
TV (Japan), Bloomberg (Japan) and News
Corporation (Japan). He is a current
director of Northpower.
Andrew Balgarnie
Chief Strategy Officer
Andrew joined TradeWindow in November
2019. He is an experienced business
strategist, deal maker, and problem solver.
Andrew has a background in planning,
strategy, corporate finance and
consultancy. He has a proven track record
for delivering complex transactions
including the procurement of NBN Co’s
satellite network. Andrew has a Bachelor
of Business Studies in Accounting from
Massey University and an MBA from the
Australian Graduate School of
Management. He also serves as the
Company Secretary and is a member of the
Institute of Directors New Zealand.
Deidre Campbell
Chief Financial Officer
Deirdre joined TradeWindow in February
2020. Prior to this, she was Group CFO of
Methven Limited. Deidre has extensive
experience in leading and building teams,
policy and processes in finance and
governance to support and enable
business through publicly listing, mergers
and acquisitions and international growth.
Deidre holds a Bachelor of Accounting
from Auckland University of Technology
and Wintec – Waikato Institute of
Technology. She is also a member of the
Chartered Accountants Australia and New
Zealand.
Investor Presentation
27
Dewald joined TradeWindow in December
2019 and brings more than 20 years’
experience in corporate and commercial
law. Before joining the company, he
served as Registrar at the University of
Zululand, overseeing governance and
compliance across more than 40
institutional committees. He has held
directorships on multiple boards, holds a
BProc and an LLM in International
Corporate Finance Law, and is currently
completing a Doctorate in Business
Administration.
Johan Oliver
Chief Delivery Officer
Johan joined TradeWindow in June 2022,
bringing over 30 years’ experience across
telecommunications, IT infrastructure, and
software development. He has held
engineering, solutions architecture, and
managerial roles at Vodafone, Umbrellar,
Newfold Digital, and 9 Spokes. Across
these roles Johan built a reputation for
deep technical expertise, operational
discipline, and the ability to lead
high-performing teams through complex
technology environments.
Investor Presentation28
Alasdair MacLeod
Independent Chair
Alasdair joined the board in October
2021 and was appointed Chair at
that time.
Phil Norman
Independent Director
Phil joined the board in October
2021.
AJ Smith
Director
Kerry Friend
Executive Director
Former Partner at Deloitte and Chair
of NZX listed Napier Port and the
Hawkes Bay Chapter of Export NZ.
Alasdair is current Chair of
SilverStripe, Kotahi Engineering
Studio, Director of Nexia Hawkes
Bay, and independent member of
the Board Appointments Committee
for IHC New Zealand.
Experienced technologysector
executive, capital markets advisor
and independent director with
extensive governance experience
across NZX and ASX listed
companies. Phil was the founding
Chairman for Xero, and formerly on
the board of TASK Group (formerly
Plexure Group), Straker Translations,
and Just Life Group.
AJ Smith co-founded TradeWindow
and was CEO until April 2026. He
has a track record of innovation and
investment in successful rapid-
growth companies including
MediFin, GreenFin and Bonds Africa
(South Africa) and Commonwealth
Finance Group (Switzerland). With a
strong belief in building high-
performance teams, AJ is an active
executive member of the Young
Presidents Organisation. Founder of
the X77 Group.
Kerry co-founded TradeWindow and
was the inaugural CFO. He has three
decades of financial management
experience. He started his career
with EY Wellington before following
a career across Asia primarily in the
media and entertainment sector.
Kerry has previously held senior
finance positions with Take-Two
Interactive Software (Singapore),
Jupiter TV (Japan), Bloomberg
(Japan) and News Corporation
(Japan). He is a current director of
Northpower.
Our board of directors
Investor Presentation29
Projected financials – key assumptions
Forward-looking financial information is inherently subject to judgement, risks and uncertainty, including from events beyond Trade Window’s control.
Key assumptions which may have a material risk to ourprojections include:
SPECIFIC
•The rate and timing of new customer traction
•Successful retention of people with the required skills cost effectively
•That our next generation FreightAI platform development and
commercialisation is delivered in line with plans.
GENERAL
•No materialchange in the current economic and competitive
conditions locally and globally
•No changes in accounting standards or other mandatory
professional reporting requirements
Investor Presentation30
Glossary
Annualised Recurring Revenue (ARR)
The recurring revenue for a specified month annualised.
Average Revenue Per Customer (ARPC)
Is subscriber customers’ monthly revenue divided by
number of subscriber customers as at end of the month.
The value provided is the average of the monthly ARPC
for the period.
CAGR
Compound annual growth rate.
Customer retention rate
Customer retention rate is the number of subscriber
customers who leave in a month as a percentage of the
total subscriber customers at the start of that month.
The percentage provided is the average of the monthly
churn for the period. The customer retention rate is the
inverse of customer churn.
Customs Broker
A Customs Broker is a licenced individual who acts as
an intermediary for Shippers and Freight Forwarders in
handling the sequence of customs formalities involved
in the customs clearance and importing goods.
EBITDA
Earnings before interest, taxation, depreciation and
amortisation.
Freight Forwarder
A Freight Forwarder is an organisation who arranges
and handles the transport of goods between countries
on behalf of their customers. Responsibilities can also
include storing products, negotiating transportation
rates and booking cargo space.
Shipper
A Shipper is an exporter or importer who requires
carriers to transport goods for transport from one
location to another.
Subscriber customers
Customers that license and/or access Trade Window’s
software on a monthly basis. These customers may also
generate transaction, services and installation revenues.
It excludes customers of Trade Window’s pay as you go
platforms.
Recurring revenue
Revenues that are predictable, stable and can be
counted on to occur at regular intervals going forward
with a relatively high degree of certainty. For Trade
Window this is subscription and transactional revenue.
Thank you
Contact
Andrew Balgarnie
Chief Strategy Officer
TradeWindow
+64 275 594 133
andrew@tradewindow.io
---
Trade Window Holdings Limited
Consolidated Financial Statements -
For the year ended 31 March 2026
Trade Window Holdings Limited
Contents
For the year ended 31 March 2026
1
Corporate directory2
Directors' report3
Consolidated statement of profit or loss and other comprehensive income4
Consolidated statement of financial position5
Consolidated statement of changes in equity6
Consolidated statement of cash flows7
Notes to the consolidated financial statements8
General disclosures33
Independent auditor's report35
Trade Window Holdings Limited
Corporate directory
For the year ended 31 March 2026
2
Incorporation number8233653
Principal activitiesDevelop and commercialise technology solutions that provide international trade
participants with a secure platform and tools to establish trust and trade globally in an
efficient manner across interconnected networks.
There have been no significant changes in the nature of these activities during the
year ended 31 March 2026.
Registered officeTradeWindow, Suite 4
31 Northcroft Street, Takapuna
Auckland, 0622
New Zealand
DirectorsKerry Michael Friend
Alasdair (Alexander) John MacLeod
Philip John Norman
Albertus Johannes Smith
The Directors were in office for the whole period unless otherwise stated.
AuditorUHY Haines Norton
Level 9
1 York Street
Sydney
NSW 2000
Trade Window Holdings Limited
Directors' report
For the year ended 31 March 2026
3
The directors present their report, together with the consolidated financial statements, on the consolidated entity (referred to
hereafter as the 'Group') consisting of Trade Window Holdings Limited (referred to hereafter as the 'Company') and the
entities it controlled at the end of, or during, the year ended 31 March 2026.
The directors are responsible for the preparation, in accordance with New Zealand law and generally accepted accounting
practice, of consolidated financial statements which give a true and fair view of the financial position of the Company as at
31 March 2026 and its financial performance for the year ended on that date.
The directors consider that the consolidated financial statements of the Company have been prepared using appropriate
accounting policies, consistently applied and supported by reasonable judgements and estimates and that all relevant
financial reporting standards have been followed.
The directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the
determination of the financial position of the Company and facilitate compliance of the consolidated financial statements with
the Financial Reporting Act 2013.
The directors have responsibility for the maintenance of a system of internal controls designed to provide reasonable
assurance as to the integrity and reliability of financial reporting. The directors consider they have taken adequate steps to
safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Signed in accordance with a resolution of the Directors.
______________________________________________________
Alasdair MacLeodPhilip Norman
29 May 2026
Trade Window Holdings Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 March 2026
Note20262025
$$
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
4
Revenue
Revenue49,609,320 8,030,529
Other revenue54,370 40,028
9,613,690 8,070,557
Expenses
Personnel and employee expense7(6,773,797)(6,908,098)
Depreciation and amortisation expense(1,263,241)(1,852,747)
Other expenses6(4,082,280)(2,688,622)
(12,119,318)(11,449,467)
Operating loss(2,505,628)(3,378,910)
Net finance expense8(71,026)(128,858)
Loss before income tax expense(2,576,654)(3,507,768)
Income tax expense9(15,598)(9,917)
Loss after income tax expense for the year(2,592,252)(3,517,685)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation71,486 (76,211)
71,486 (76,211)
Total comprehensive income for the year(2,520,766)(3,593,896)
Loss per share
Basic loss per share (cents)28(1.81)(2.75)
Diluted loss per share (cents)28(1.81)(2.75)
Trade Window Holdings Limited
Consolidated statement of financial position
As at 31 March 2026
Note20262025
$$
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
5
Assets
Current assets
Cash and cash equivalents104,190,332 392,212
Trade and other receivables121,357,543 1,150,225
Contract assets- 5,250
Loans and advances24119,740 -
Total current assets5,667,615 1,547,687
Non-current assets
Trade and other receivables1244,569 48,711
Property, plant and equipment1364,004 63,866
Right-of-use assets164,604 59,850
Intangible assets149,192,740 9,700,248
Restricted cash1179,598 -
Total non-current assets9,385,515 9,872,675
Total assets15,053,130 11,420,362
Liabilities
Current liabilities
Trade and other payables151,383,017 1,348,849
Lease liabilities166,569 45,325
Income tax payable929,460 14,767
Contract liabilities699,298 709,903
Interest bearing loans and borrowings17230,337 369,815
Total current liabilities2,348,681 2,488,659
Non-current liabilities
Lease liabilities16- 4,861
Interest bearing loans and borrowings17223,817 1,013,214
Total non-current liabilities223,817 1,018,075
Total liabilities2,572,498 3,506,734
Net assets12,480,632 7,913,628
Equity
Issued capital1856,151,511 49,098,450
Foreign currency translation reserve(57,435)(128,921)
Share-based payments reserve19888,137 853,428
Accumulated losses(44,501,581)(41,909,329)
Total equity12,480,632 7,913,628
Trade Window Holdings Limited
Consolidated statement of changes in equity
For the year ended 31 March 2026
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
6
Foreign
currencyShare-based
Issued
capital
Accumulated
losses
translation
reserve
payments
reserve
Total equity
$$$$$
Balance at 1 April 202447,290,673(38,391,644)(52,710)394,0519,240,370
Loss after income tax expense for the year-(3,517,685)--(3,517,685)
Other comprehensive income for the year, net
of tax--(76,211)-(76,211)
Total comprehensive income for the year-(3,517,685)(76,211)-(3,593,896)
Transactions with owners of the company:
Contributions of equity, net of transaction costs
(note 18)2,033,196---2,033,196
Equity-settled share-based payments (note 18)93,115--140,843233,958
Reclassification (note 18) (318,534)--318,534-
Balance at 31 March 202549,098,450(41,909,329)(128,921)853,4287,913,628
Foreign
currencyShare-based
Issued
capital
Accumulated
losses
translation
reserve
payments
reserve
Total equity
$$$$$
Balance at 1 April 202549,098,450(41,909,329)(128,921)853,4287,913,628
Loss after income tax expense for the year-(2,592,252)--(2,592,252)
Other comprehensive income for the year, net
of tax--71,486-71,486
Total comprehensive income for the year-(2,592,252)71,486-(2,520,766)
Transactions with owners of the company:
Contributions of equity, net of transaction costs
(note 18)7,045,414---7,045,414
Equity-settled share-based payments (note 18) 7,614--34,70942,323
Share options exercised (note 18)33---33
Balance at 31 March 202656,151,511(44,501,581)(57,435)888,13712,480,632
Trade Window Holdings Limited
Consolidated statement of cash flows
For the year ended 31 March 2026
Note20262025
$$
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
7
Cash flows from operating activities
Receipts from customers10,671,594 8,840,952
Payments to suppliers and employees(11,983,159)(10,368,139)
Grant and other income3,944 2,668
Net cash used in operating activities26(1,307,621)(1,524,519)
Cash flows from investing activities
Payments for property, plant and equipment13(41,576)(58,923)
Payments for intangibles14(660,973)-
Loans to related parties(118,560)-
Movements in restricted cash(79,598)-
Proceeds from disposal of property, plant and equipment1,557 30,692
Interest received19,725 21,142
Net cash used in investing activities(879,425)(7,089)
Cash flows from financing activities
Interest paid on lease liability16(2,963)(6,896)
Proceeds from share capital187,045,414 2,033,196
Repayment of borrowings(1,097,609)(58,100)
Proceed from borrowings168,734 -
Payments for lease liability - principal portion16(43,617)(96,886)
Proceeds from exercise of share options33 -
Interest paid(84,826)(135,671)
Net cash from financing activities5,985,166 1,735,643
Net increase in cash and cash equivalents3,798,120 204,035
Cash and cash equivalents at the beginning of the financial year392,212 188,177
Cash and cash equivalents at the end of the financial year104,190,332 392,212
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
8
1. General information
The consolidated financial statements comprise Trade Window Holdings Limited (the ‘Company’) and its subsidiaries
(together the ‘Group’).
Trade Window Holdings Limited is a profit-oriented entity incorporated on 10 September 2021 and domiciled in New Zealand
and registered under the Companies Act 1993.
Trade Window Holdings Limited was incorporated for the purpose of being the holding company for Trade Window Limited.
Prior to Trade Window Holdings Limited's incorporation, the Group comprised Trade Window Limited and its subsidiaries.
The consolidated financial statements were authorised for issue, in accordance with a resolution of directors, on 29 May
2026. The directors have the power to amend and reissue the consolidated financial statements.
2. Material accounting policy information
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the External
Reporting Board ('XRB') that are mandatory for the current reporting period.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the Group.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
NZ IFRS issued but not yet effective
Future changes
●NZ IFRS18 - Presentation and Disclosure in Financial Statements
Replaces NZ IAS 1 as the standard describing the primary financial statements and sets out requirements for the
presentation and disclosure of information in NZ IFRS-compliant financial statements. Amongst other changes, it
introduces the concept of the "management-defined performance measure" to financial statements and requires the
classification of transactions presented within the statement of profit or loss within one of the five categories -
operating, investing, financing, income taxes, and discontinued operations. It also provides enhanced requirements for
the aggregation and disaggregation of information. This change is effective for annual reporting periods beginning on or
after 1 January 2027. The Group has not undertaken an assessment as to the impact of these changes at this stage.
●Amendments to NZ IFRS 9: Financial Instruments and NZ IFRS 7: Financial Instruments: Disclosures
This will provide clarifications on accounting for the settlement of liabilities through electronic payment systems, and on
the application of the classification requirements for financial assets, including financial assets with environmental,
social and corporate governance and similar features. In addition, it also introduces new disclosures for investments in
equity instruments designated at fair value through other comprehensive income, and financial instruments with
contingent features. This change is effective for annual reporting periods beginning on or after 1 January 2026. The
Group has not undertaken an assessment as to the impact of these changes at this stage.
No other standards, amendments or interpretations that have been issued but are not yet effective are expected to
materially impact the consolidated financial statements
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
2. Material accounting policy information (continued)
9
Basis of preparation
Statement of compliance
These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Practice in
New Zealand ('NZ GAAP'). They comply with the New Zealand Equivalents to International Financial Reporting Standards
and other applicable Financial Reporting Standards, as appropriate for Tier 1 for-profit entities. The consolidated financial
statements of the Group also comply with International Financial Reporting Standards (IFRS). The consolidated financial
statements were authorised for issue by the directors on the date included on page 3. The Group is a reporting entity for the
purposes of the Financial Reporting Act 2013 and its consolidated financial statements comply with that Act.
Accounting policies
The accounting policies set out below have been consistently applied to all periods presented in these consolidated financial
statements. Where applicable, certain comparatives have been reclassified to comply with the accounting presentation
adopted in the current year to ensure consistency with the current year classification.
Historical cost convention
The consolidated financial statements have been prepared under the historical cost convention.
Functional and presentation currency
Amounts are expressed in New Zealand Dollars ($) which is the functional and presentation currency and are rounded to the
nearest dollar.
Comparative information
Certain comparative amounts in the financial statements have been reclassified for consistency with the current year
presentation. This affects the classification of financial liabilities at amortised cost.
Going concern
The Group prepares its consolidated financial statements on a going concern basis, which assumes the Group will be able
to realise its assets and meet its financial obligations in the normal course of business.
The Group is an early-stage organisation and has reported a loss for the year ended 31 March 2026 of $2.6 million (31
March 2025: $3.4 million), and operating cash outflows of $1.3 million (31 March 2025: $1.5 million).
During the year, the Group successfully completed equity capital raising of $7.0 million (net of capital raise costs). The
proceeds of the capital raising enabled the Group to:
a.repay in full the outstanding balance of its ASB loan facility, removing the bulk of the Group's external interest-bearing
debt and associated financial covenants and securities;
b.advance development of TradeWindow’s Freight.AI operating system, the Group’s next generation logistics product
platform; and
c.complete a foreign exempt listing on the Australian Securities Exchange (ASX), providing access to a broader pool of
capital and enhanced secondary market liquidity for shareholders.
As at 31 March 2026, the Group held cash and cash equivalents of $4.2 million (31 March 2025: $0.4 million) and had no
bank debt.
While the Group remains loss-making, its trading performance has continued to improve and the Group is approaching
EBITDA breakeven in FY27 and will have significant cash reserves at year end.
Development of the Freight.AI operating system is progressing on track in respect of time, investment and scope, consistent
with the development plan approved by the Board. Early customer engagement has been positive, and the Directors are
confident in both the product roadmap and the market opportunity for the platform. Revenue contribution from Freight.AI is
not assumed in the Board-approved forecasts until the second half of FY28, beyond the going concern assessment period.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
2. Material accounting policy information (continued)
10
The Board-approved financial forecasts for FY27 and FY28 project sufficient cash available to satisfy the Group's financial
obligations as they fall due for a period of at least 12 months from the date of issuance of these financial statements. The
forecast EBITDA and cash flows are dependent on the following key assumptions:
a.Achievement of targeted revenue growth from the existing product portfolio.
FY27 sales are budgeted to increase between 13% to 18% on the prior year, lower than the rate of revenue growth
achieved in FY26, reflecting a more conservative view of market conditions. No revenue contribution from Freight.AI is
assumed within the going concern assessment period.
b.Continued operation of a disciplined operating cost structure.
The disciplined operating cost structure implemented during FY25 has been maintained through FY26 and is assumed
to continue throughout the forecast period, with allowance made for necessary incremental investment in product
development in FY27.
c.Delivery of the Freight.AI operating system within the development cost envelope approved by the board.
The forecasts assume that the Freight.AI operating system continues to be delivered in line with the development plan
and cost envelope approved by the Board.
Material uncertainty related to going concern
The forecast assumptions have been stress tested against a range of downside scenarios, including a material reduction in
new business revenue without commensurate cost reduction. The stress testing indicates that, in such a downside scenario,
the Group would have sufficient liquid assets to continue as a going concern for a period of at least 12 months from the date
of issuance of these financial statements.
The Group's ability to continue as a going concern over the forecast period is, however, dependent on the Freight.AI
development programme being delivered broadly in line with the cost envelope and timetable approved by the Board. While
development is currently on track, the Directors are confident in the product and the market opportunity, and no Freight.AI
revenue is assumed within the going concern assessment period, the platform remains in the build phase. As is typical for
products at this stage, the timing and cost of remaining development activities are subject to a degree of execution risk and
inherent uncertainty, and any material overrun in development cost or timetable within the next 12 months could place
pressure on the Group's available liquidity.
These factors indicate the existence of a material uncertainty which may cast significant doubt on the Group's ability to
continue as a going concern and, therefore, on its ability to realise its assets and discharge its liabilities in the normal course
of business.
Notwithstanding this material uncertainty, the Directors have considered the Group's current cash position, the outcomes of
the stress testing performed, the levers available to management to preserve liquidity (including the ability to reduce
discretionary expenditure, defer or rephase discretionary development spend, and access capital markets following the ASX
listing), the current on-track status of the Freight.AI development programme, and the Board-approved financial forecasts.
On this basis, the Directors consider it appropriate to prepare the consolidated financial statements on a going concern
basis. The financial statements do not include any adjustments that would be necessary should the going concern basis of
preparation be inappropriate.
Impairment
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is
any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and
indefinite-lived intangible assets are tested annually for impairment.
An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its
estimated recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. The Group
has adopted the Value in Use method.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
2. Material accounting policy information (continued)
11
Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated so that the level at
which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes.
Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies
of the combination.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to
reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts
of the other assets in the CGU (group of CGUs) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation
or amortisation, if no impairment loss had been recognised.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Trade Window Holdings
Limited ('Company' or 'parent entity') as at 31 March 2026 and the results of all subsidiaries for the year then ended. Trade
Window Holdings Limited and its subsidiaries together are referred to in these consolidated financial statements as the
'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases.
3. Critical accounting judgements, estimates and assumptions
The preparation of the consolidated financial statements in conformity with NZ IFRS and IFRS requires management to
make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these estimates.
The critical judgements are detailed below:
●Note 2 'Going concern', in determining whether the Group is a going concern.
●Note 14 'Intangible assets', in determining whether the Group's assets are impaired.
●Note 14 'Intangible assets', capitalisation of internally generated software development costs. Management applies
judgement under NZ IAS 38.57 in assessing whether the six recognition criteria are met.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
12
4. Revenue
The Group generates revenue primarily from customers subscribing to and utilising its software platforms. In the following
table, revenue from contracts with customers is disaggregated by primary nature and timing of revenue recognition.
20262025
$$
Transactional revenue5,103,844 4,288,953
Installation revenue167,132 230,115
Subscription revenue4,046,911 3,280,335
Service revenue291,433 231,126
Total revenue9,609,320 8,030,529
The Group's revenue disaggregated by primary geographical markets is as follows:
20262025
$$
New Zealand5,150,239 4,623,329
Australia4,120,739 3,073,223
Rest of world338,342 333,977
9,609,320 8,030,529
Revenue policy
Revenue is measured based on the consideration specified in the contract with a customer. The Group recognises revenue
when it transfers control of a good or service to a customer. Revenue is disclosed net of credit notes and discounts. Unbilled
revenue at year-end is recognised as a contract asset and any unearned revenue at year-end is recognised as a contract
liability. See table below for details of contract assets and liabilities at year-end.
Transactional revenue
Transactional revenue is recorded at the time the transactions are processed by the customer using the Group’s software
platforms. Transaction revenue is based on volume of usage and is recognised at a point in time. Customers are mainly
invoiced monthly and have payment terms of up to 30-days.
Subscription revenue
Subscription revenue comprises recurring monthly fees from customers who have subscribed to the Group’s software
platforms. The fee provides the customer with access to the various software platforms, regular software updates and
customer support services. Subscription revenue is invoiced either in advance or monthly in arears, depending on the
software product. Subscription revenue is recognised over time as the services are used or delivered to the customer.
Customers are mainly invoiced monthly and have payment terms of up to 30-days.
Service revenue
Service revenue relates to ad-hoc customer support services outside of the scope of the standard support agreement. The
services are mainly for customer support to customers who request non-standard customisation or assistance with a specific
project. Service revenue is recognised over time as the service is delivered to the customer, these generally range from a
few hours to a few weeks. Customers are mainly invoiced monthly and have payment terms of up to 30-days.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
4. Revenue (continued)
13
Installation revenue
Installation revenue comprises of one-off installation, software customisation and user training services. The Group has
assessed that installation is a separate performance obligation for certain products, and all the activities are considered as
one performance obligation which is satisfied over the term of the contract as the customer simultaneously receives and
consumes the benefits provided to them. On commencement of the software installation, the customers subscribe to
ongoing maintenance and support services to ensure that the software is regularly maintained by the Group. The Group
uses the output method of measuring progress of installation as it fairly depicts the entity’s performance towards complete
satisfaction of the performance condition. Majority of customers are invoiced in advance and then on milestone completion.
Payment terms are up to 30-days from invoice date.
Contract balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with
customers.
20262025
$$
Receivables, which are included in "Trade and other receivables"1,067,422 982,126
Contract assets- 5,250
Contract liabilities(699,298)(709,903)
368,124 277,473
The contract liabilities primarily relate to advance consideration the Group received from customers for installation and for
subscribing to its software platforms, for which revenue is recognised over time.
The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting
date. Contract assets are assessed for impairment under the requirements in the financial instruments standard. Any
unconditional rights to consideration are presented separately as a receivable.
Information about remaining performance obligation has not been provided as these have an expected duration of less than
12 months.
5. Other revenue
20262025
$$
Profit on sale of fixed assets426 32,478
Other income3,944 7,550
4,370 40,028
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
14
6. Other expenses
Other expenses include the following:
20262025
$$
Director fees184,298 178,582
Bad debts written off65,734 758
The following fees were paid or payable for services provided by the auditor
- Fees relating to the audit138,743 155,520
7. Personnel and employee expense
20262025
$$
Short-term employee benefits (salaries)5,635,865 5,568,580
Post-employment benefits (superannuation)292,410 236,193
Contracted resources512,161 741,495
Other employee benefits333,361 361,830
6,773,797 6,908,098
8. Net finance expense
20262025
$$
Interest income(20,905)(16,147)
Interest expense88,968 138,109
Interest on lease liabilities2,963 6,896
71,026 128,858
Finance income and expense policy
Interest income is income on funds invested using the effective interest method. Interest expenses are expenses on
borrowings and interest on lease liabilities.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are
recognised in profit or loss using the effective interest method.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
15
9. Income tax
20262025
$$
Income tax expense
Current tax15,598 9,917
Aggregate income tax expense15,598 9,917
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense(2,576,654)(3,507,768)
Tax at the statutory tax rate of 28%(721,463)(982,175)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expense87,289 51,658
Deferred tax not recognised in current tax year639,810 930,683
Effect of different tax rates9,962 9,751
Income tax expense15,598 9,917
The current tax liability of $29,460 (2025: $14,767) represents the amount of Philippines income taxes payable in respect of
the current period.
Deferred Tax
Balance 1
April 2025
Recognised
in profit/loss
Balance 31
March 2026
$$$
Year ended 31 March 2026
Intangibles and Property, plant and equipment(559,325)303,659(255,666)
Lease liabilities4,0143,2567,270
Accruals and Employee Benefits165,301(13,786)151,515
Net taxable loss390,010(293,129)96,881
---
Balance 1
April 2024
Recognised
in profit/loss
Balance 31
March 2025
$$$
Year ended 31 March 2025
Intangibles and Property, plant and equipment(950,373)391,048(559,325)
Lease liabilities2,6931,3214,014
Accruals and Employee benefits133,88731,414165,301
Net taxable loss813,793(423,783)390,010
---
The Group has $39,064,495 (2025: $37,917,918) of tax losses for which no deferred tax asset has been recognised in the
statement of financial position as it is not probable that the Group will be achieving sufficient taxable profits in the
foreseeable future. The current year tax loss is subject to Inland Revenue assessment.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
16
10. Cash and cash equivalents
20262025
$$
Cash at bank4,190,332 392,212
The bank accounts include cash balances held with ASB Bank Limited of $4,097,130 (2025: $210,906), which is a related
party. Bank balances are also held with the Commonwealth Bank of Australia, the parent company of ASB Bank Limited, of
$53,131 (2025: $141,817). In the prior year, the Group also had an undrawn overdraft facility with ASB Bank limited to a
maximum of $150,000. No such facility was in place during the current year.
11. Restricted cash
20262025
$$
Security deposits79,598 -
Restricted cash is in relation to the credit card facilities with ASB Bank Limited, a related party (see note 24).
12. Trade and other receivables
20262025
$$
Current assets
Trade receivables1,067,422 982,126
Less: Allowance for expected credit losses(29,424)(69,111)
1,037,998 913,015
Prepayments319,545 237,210
1,357,543 1,150,225
Non-current assets
Prepayments44,569 48,711
Bad debt expense of $65,734 (2025: $758) has been recorded within other expenses in the statement of profit or loss and
other comprehensive income.
Allowance for expected credit losses
20262025
$$
Opening loss allowance69,111 46,801
Loss allowance recognised during the year25,892 22,120
Bad debts written off during the year(65,734)(758)
Effects of movements in exchange rate155 948
Closing loss allowance29,424 69,111
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
12. Trade and other receivables (continued)
17
Trade and other receivables policy
Trade and other receivables (unless it is a trade receivable without a significant financing component) is initially recognised
at fair value plus transaction costs. A trade receivable without a significant financing component is initially measured at the
transaction price. It is then subsequently measured at amortised cost using the effective interest method, less any provision
for impairment.
A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be
able to collect all amounts due according to the original terms of receivables. Impairment is calculated based on an
expected credit loss (ECL) model under NZ IFRS 9. Refer to Note 16 for information about calculation and recognition of
expected credit losses. The amount of the provision is recognised in profit or loss.
13. Property, plant and equipment
Leasehold
Improvements
Furniture and
fittings
Plant and
equipmentTotal
$ $ $ $
Year ended 31 March 2026
Opening balance15,16328,133140,080183,376
Effects of movements in exchange rate--(548)(548)
Additions--41,57641,576
Disposal--(1,564)(1,564)
Total cost15,16328,133179,544222,840
Accumulated depreciation
Opening balance6,9099,762102,839119,510
Effects of movements in exchange rate--7373
Depreciation on disposal--(261)(261)
Depreciation expense7,5812,95428,97939,514
Total accumulated depreciation14,49012,716131,630158,836
Summary
Net carrying amount at 31 March 20258,25418,37137,24163,866
Net carrying amount at 31 March 202667315,41747,91464,004
Leasehold
Improvements
Furniture and
fittings
Plant and
equipmentTotal
$ $ $ $
Year ended 31 March 2025
Opening balance59,01678,930423,490561,436
Effects of movements in exchange rate182-451633
Additions15,163-43,76058,923
Disposal(59,198)(50,797)(327,621)(437,616)
Total cost15,16328,133140,080183,376
Accumulated depreciation
Opening balance58,77654,099382,015494,890
Effects of movements in exchange rate182-491673
Depreciation on disposal(63,389)(49,050)(328,267)(440,706)
Depreciation expense11,3404,71348,60064,653
Total accumulated depreciation6,9099,762102,839119,510
Summary
Net carrying amount at 31 March 202424024,83141,47566,546
Net carrying amount at 31 March 20258,25418,37137,24163,866
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
13. Property, plant and equipment (continued)
18
Property, plant and equipment policy
All property, plant and equipment is measured at cost less accumulated depreciation and accumulated impairment losses.
The depreciation rates for significant items of property, plant and equipment are as follows:
Leasehold improvements50.00%
Furniture and fittings10.50%
Plant and equipment30.00% - 40.00%
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Impairment
The carrying amounts of property, plant and equipment are reviewed at each balance date to determine whether there is
any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.
There was no impairment of assets recognised for during the year.
14. Intangible assets
Software
Customer
relationshipsGoodwill
Capital work-
in-progressTotal
$$$$ $
Year ended 31 March 2026
Opening balance8,860,557456,0167,615,761-16,932,334
Additions---660,973660,973
Total cost8,860,557456,0167,615,761660,97317,593,307
Accumulated amortisation
Opening balance6,992,676239,410--7,232,086
Amortisation expense1,122,87945,602--1,168,481
Total accumulated amortisation8,115,555285,012--8,400,567
Summary
Net carrying amount at 31 March 20251,867,881216,6067,615,761-9,700,248
Net carrying amount at 31 March 2026745,002171,0047,615,761660,9739,192,740
Software
Customer
relationshipsGoodwill
Capital work-
in-progressTotal
$$$$ $
Year ended 31 March 2025
Opening balance8,860,557456,0167,615,761-16,932,334
Total cost8,860,557456,0167,615,761-16,932,334
Accumulated amortisation
Opening balance5,370,207193,808--5,564,015
Amortisation expense1,622,46945,602--1,668,071
Total accumulated amortisation6,992,676239,410--7,232,086
Summary
Net carrying amount at 31 March 20243,490,350262,2087,615,761-11,368,319
Net carrying amount at 31 March 20251,867,881216,6067,615,761-9,700,248
Capital work-in-progress balance primarily relates to ongoing development of the Freight.AI project.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
14. Intangible assets (continued)
19
Intangible assets policy
Software and customer relationships are amortised using the straight-line method over their estimated useful lives. Capital
work-in-progress is not amortised as the asset is not ready to use.
Goodwill is measured at cost less accumulated impairment losses. Other intangible assets that are acquired by the Group
and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.
The estimated useful lives and remaining amortisation period are as follows:
Asset class
Software1 to 5 years
Customer relationships10 years
The Group tests whether goodwill has suffered any impairment on an annual basis. No impairment on the carrying amount
of goodwill has been recognised during the financial year (2025: $Nil).
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. The Group
has adopted the Value in Use method.
In assessing Value in Use, estimated future cash flows are discounted to their present value using a pre-tax discount rate of
17.8% that reflects current market assessments of the time value of money and the risk specific to the asset.
Future cashflows are based on five-year projections for the Group, which included the Board approved budget for the year
to 31 March 2026. The forecast financial information is based on both past experience and future expectations of operating
performance and requires judgements to be made as to the revenue growth, operating cost projections and the market
environment. Revenue is projected to grow at a compound average growth rate of 20% for the first 5 years. Actual results
may be substantially different. The terminal growth rate assumed is 2.5% which does not exceed the long-term average
growth rate for the market in which the Group operates.
Management believes that any reasonably possible change in the key assumptions on which the recoverable amount is
based would not cause the carrying amount to exceed its recoverable amount.
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at
the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible
assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are
subsequently measured at cost less amortisation and any impairment.
Research and development
Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is
probable that the project will be a success considering its commercial and technical feasibility; the Group is able to use or
sell the asset; the Group has sufficient resources and intent to complete the development; and its costs can be measured
reliably. Capitalised development costs are amortised on a straight-line basis over the period of their expected benefit, being
their finite life.
Intellectual property
Significant costs associated with intellectual property are deferred and amortised on a straight-line basis over the period of
their expected benefit, being their finite life of 10 years.
Software
Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their
expected benefit, being their finite life.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
20
15. Trade and other payables
20262025
$$
Trade payables290,828 253,746
Accruals298,460 442,326
Sundry payables358,195 290,479
Employee benefits435,534 362,298
1,383,017 1,348,849
Trade and other payables policy
Trade and other payables are measured at amortised cost. These amounts represent liabilities for goods and services
provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid
within 30 days of recognition.
Employee benefits policy
Short-term employee benefits obligations are measured on an undiscounted basis and are expensed as the related service
is provided. A liability is recognised for the amount expected to be paid for outstanding annual leave balances if the Group
has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and
the obligation can be estimated reliably.
16. Leases
Right-of-use assets
20262025
$$
Buildings
Cost
Opening balance110,4921,248,738
Additions-110,492
Disposals-(1,248,738)
Total cost110,492110,492
Accumulated depreciation
Opening balance50,6421,179,364
Disposals-(1,248,738)
Depreciation expense55,246120,016
Total accumulated depreciation105,88850,642
Opening net carrying amount59,85069,374
Closing net carrying amount4,60459,850
The right-of-use assets are regularly assessed for impairment.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
16. Leases (continued)
21
Lease Liabilities
20262025
$$
Current liabilities
Lease liability6,569 45,325
Non-current liabilities
Lease liability- 4,861
Amounts recognised in statement of comprehensive income
Interest on lease liabilities2,963 6,896
Depreciation on right-of-use assets55,246 120,016
Variable lease payments 12,052 37,513
Short-term lease expenses47,927 54,142
Amounts recognised in statement of cash flow
Interest on lease liabilities2,963 6,896
Principal lease payments43,617 96,886
The table below describes the nature of the Group's leasing activities by type of right-of-use asset recognised on the
consolidated statement of financial position.
Right-of-use assetBuildings
No. of right-of-use assets leased1
Range of remaining terms in months1
Average remaining term in months1
No. of leases with options to purchase-
No. of leases with termination options-
17. Interest bearing loans and borrowings
20262025
$$
Current liabilities
ASB term loan- 310,104
MBIE R&D loan61,603 59,711
IQumulate Premium Funding Limited168,734 -
230,337 369,815
Non-current liabilities
ASB term loan- 728,199
MBIE R&D loan223,817 285,015
223,817 1,013,214
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
17. Interest bearing loans and borrowings (continued)
22
Terms and repayments schedule
LoanCurrencyInterest rateMaturity date $ $
Callaghan R&D loanNZD3.00% 13/08/2030285,420344,726
IQumulate Premium
Funding LimitedNZD5.76% 30/06/2026168,734-
454,154344,726
The face value and carrying value of the loans are the same.
On 13 August 2020, the Company received an R&D loan of $400,000 from Callaghan Innovation as assistance for the
economic impacts of COVID19 on the business. The loan is now managed by/due to MBIE. The loan balance at 31 March
2026 was $285,420 which included an interest accrual of 3% (2025: $344,726).
The Company uses IQumulate Premium Funding Limited to fund its annual insurance premiums, which renew in
September. The associated borrowings are repayable over a 10-month period ending 30 June 2026.
18. Issued capital
2026202520262025
Number of
shares
Number of
shares$$
Shares
Balance 1 April130,790,948117,195,87549,098,45047,290,673
Issue of ordinary shares32,514,10512,690,8587,045,4142,033,196
Shares issued in respect of payment of vendor services41,946483,4667,61493,115
Shares issued in respect of employee share options
exercised14,490420,74933-
Reclassification---(318,534)
163,361,489130,790,94856,151,51149,098,450
During the year, Trade Window Holdings Limited raised $7,666,000 before capital raise expenses, by way of three private
placements in June, September and December ($7,445,000) and a share purchase plan in February ($221,000).
During the period vendors accepted payment in shares of $7,614 (shares issued 41,946).
At 31 March 2026, share capital comprised 163,361,489 shares. All issued shares rank equally, are fully paid and have no
par value.
Capital management
For the purpose of the Group's capital management, capital includes issued capital, convertible notes and all other equity
reserves attributable to the equity holders of the parent. The primary objective of the Group's capital management is to
maximise the shareholder value. The Group manages its capital structure and makes adjustments in light of changes in
economic conditions and the requirements of the financial covenants. There are no externally imposed capital requirements.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
23
19. Share-based payments reserve
As at 31 March 2026 the Group had the following share-based payments arrangements:
2019/20 Share Option scheme
The Group established a share option programme that entitled senior management to purchase shares in the Company on
31 October 2019, which was revised on 25 March 2020 and 19 November 2021. Under this programme, holders of vested
options are entitled to purchase shares at the exercise price specified at grant date. All options are to be settled by the
physical delivery of shares.
Under this plan, grantees have been granted options to purchase ordinary shares at an exercise price based on the fair
value of Trade Window Holdings Limited's shares on the date of the grant as approved by the directors. Once granted,
options vest over a period of time which is stated in the options offer letter to the grantee. The grantee may exercise an
option that has vested at any time during the period commencing on the date on which the option vested and ending on the
expiry date. Under the terms of the scheme unvested options lapse immediately on termination of service. For a good
leaver, as defined, vested options must be exercised within three months following termination of services, and any options
exercised and converted to shares may be retained. For a bad leaver, as defined, vested options are cancelled on the
leaving date.
No options were approved to be issued under the existing scheme since prior to listing on 19 November 2021.
The number and weighted average exercise prices of share options under the employee share option programmes were as
follows:
Number of
options
Weighted
average exercise
price
Year ended 31 March 2026
Outstanding at the beginning of the period14,4900.00092
Exercised at end of 31 March 2026 (14,490)0.00092
Outstanding at the end of the period--
Comprised of:
Vested (and not exercised)--
Granted but not vested--
--
Number of
options
Weighted
average exercise
price
Year ended 31 March 2025
Outstanding at the beginning of the period14,4900.00092
Comprised of:
Vested (and not exercised)14,490-
Granted but not vested--
14,490-
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
19. Share-based payments reserve (continued)
24
2022 Share Option schemes
Employees LTI Option Plan
During the financial year ended 31 March 2023, the Group introduced a share option programme to replace the 2019/20
scheme. The establishment of the 2022 Share Option Plan is designed to provide long-term incentives for senior managers
(including executive directors) to deliver long-term shareholder value, as well as retain and motivate participants. Under this
programme, participants were issued options at the equivalent price of $0.74. This price was determined with reference to
TWL's closing share price on 29 July 2022. Under the terms of the scheme, unvested options lapse on the date employment
ceases.
The key terms and conditions of the share options granted under this programme are as follows, all options are to be settled
by the physical delivery of shares:
Grant date
Number of
instrumentsExercise priceVesting dateVesting conditions
Contractual life
of options
July 20221,169,670Nil1 July 2025Subject to hurdle rate of
17.5% per annum growth in
the share price, based on the
issue price.
5 years
July 202254,054Nil1 July 2025Must be employed by the
company on vesting date
5 years
September 202354,054NilImmediatelyNone5 years
As at 31 March 2026, all 1,169,670 options from the first tranche have lapsed as the relevant performance hurdles were not
met. Within the second tranche, 33,784 options remained unexercised (and have not lapsed), while 20,270 options lapsed
following staff departures.
Non-Executive Directors Option Plan
During the financial year ended 31 March 2023, the Group introduced a share option programme for Non-Executive
Directors.
Under this programme, holders of vested options are entitled to purchase shares at an exercise price equal to the VWAP of
TradeWindow shares over the 20 Business Day period prior to the date of issuance of the Options, subject to a floor price of
$0.70 per share.
The key terms and conditions of the share options granted under this programme are as follows, all options are to be settled
by the physical delivery of shares:
Grant date
Number of
instrumentsExercise priceVesting dateVesting conditions
Contractual life
of options
Sep 2022300,000$0.70Progressively
over two years
from grant date
None3 years
As at 31 March 2026, 100,000 options relating to a non-executive director had lapsed.
2023/24 Salary Sacrifice Option Plan
During the prior year, the Group introduced a share option programme for senior management where participants make a
salary sacrifice in exchange for employee share options in the Company. The programme ran for 13 months, ending 30 April
2024. Under this programme, the number of options to be granted to a participant was determined each payday by dividing
150% of the salary sacrifice amount by the mid-point share price on the salary payment date. Granted options vest
immediately and the participant has five years from issue date to exercise the options. Holders of vested options are entitled
to purchase shares at $Nil exercise price.
The key terms and conditions of the share options granted under this programme are as follows, all options are to be settled
by the physical delivery of shares:
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
19. Share-based payments reserve (continued)
25
Grant period
Number of
instrumentsExercise priceVesting dateVesting conditions
Contractual life
of options
1 April 2023 - 31
March 2024
1,592,695$0.00ImmediatelyNone5 years
1 April 2024 - 31
March 2025
290,854$0.00ImmediatelyNone5 years
The number and weighted average exercise prices of share options under the employee share option programmes were as
follows:
Number of
options
Weighted
average exercise
price
Year ended 31 March 2026
Outstanding at the beginning of the period1,569,0040.08923
Granted during period--
Revoked during period(792,005)-
Exercised at end of 31 March 2026 --
Outstanding at the end of the period776,9990.18018
Comprised of:
Vested (and not exercised)776,999-
Granted but not vested--
776,999-
Number of
options
Weighted
average exercise
price
Year ended 31 March 2025
Outstanding at the beginning of the period1,832,7950.10185
Granted during period290,854-
Revoked during period(133,896)0.34853
Exercised at end of 31 March 2025 (420,749)-
Outstanding at the end of the period1,569,0040.08923
Comprised of:
Vested (and not exercised)743,214-
Granted but not vested825,790-
1,569,004-
Expense recognised in profit or loss
The total expense recognised in the statement of comprehensive income during the year was $34,709 (2025: $140,843).
20. Contingent liabilities
The Group has a contingent liability in 2026 of $1,035,902 relating to R&D tax losses cashed out (2025: $1,035,902). If the
Group becomes profitable in the future, there is a change in the shareholders greater than 90%, or a liquidation event
occurs, it would become payable.
There are no other contingencies.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
26
21. Financial instruments classification and risk management
The Group's overall financial risk management programme focuses primarily on maintaining a financial risk profile that
provides flexibility to implement the Group's strategies, while optimising return on assets. Financial risk management is
centralised, which supports compliance with the financial risk management policies and procedures set by the Board.
The Group holds the following financial assets and liabilities, the table below shows their carrying amount and measurement
basis.
Categories of financial assets and liabilities
Financial assets
at amortised cost
Financial liabilities
at amortised costTotal
31 March 2026$ $ $
Assets
Cash and cash equivalents4,190,332-4,190,332
Trade receivables1,037,998-1,037,998
Related party loan119,740-119,740
Restricted cash79,598-79,598
Total financial assets5,427,668-5,427,668
Liabilities
Trade payables-589,288589,288
Interest bearing loans and borrowings-454,154454,154
Lease liability-6,5696,569
Total financial liabilities-1,050,0111,050,011
Financial assets
at amortised cost
Financial liabilities
at amortised costTotal
31 March 2025$ $ $
Assets
Cash and cash equivalents392,212-392,212
Trade receivables913,015-913,015
Total financial assets1,305,227-1,305,227
Liabilities
Trade payables-696,072696,072
Interest bearing loans and borrowings-1,383,0291,383,029
Lease liability-50,18650,186
Total financial liabilities-2,129,2872,129,287
Financial risk management
The Group had exposure to the following risks from its use of financial instruments:
- Market risk (mainly interest rate risk)
- Credit risk
- Liquidity risk
Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Group 's risk
management framework. The board of directors has established the Audit and Risk Committee, which is responsible for
developing and monitoring the Group 's risk management policies. A risk register is maintained, and the Committee reports
regularly to the board of directors on its activities. The Group's risk management policies are established to identify and
analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
21. Financial instruments classification and risk management (continued)
27
Market risk
Market risk is the risk that changes in market prices - e.g. foreign exchange rates, interest rates and equity prices - will affect
the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest rate risk
The Group 's exposure to the risk of changes in interest rates primarily affects borrowings. The Group had floating interest
rates throughout the year.
The following table illustrates the sensitivity of profit/ (loss) and equity to a reasonably possible change in interest rates of +/-
1% (2025: +/- 1%). These changes are considered to be reasonably possible based on observation of current market
conditions. The calculations are based on a change
in the average market interest rate for each period, and the financial instruments held at each reporting date that are
sensitive to changes in interest rates. All other variables are held constant.
2026 20252025
Change in
profit/(loss)
Change in
equity
Change in
profit/(loss)
Change in
equity
$$$$
Variable interest rates +1%41,90341,903(11,647)(11,647)
Variable interest rates -1%(41,903)(41,903)11,64711,647
Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised financial assets and liabilities
denominated in currencies other than the Group's functional currency, New Zealand dollars (NZD). The Group's primary
exposure to currency exchange rate fluctuations stems from its overseas sales and purchases, predominantly in Australian
dollars (AUD).
To manage this risk, the Group employs natural hedging by aligning AUD revenue with AUD expenses within the same
entity, reducing the impact of exchange rate volatility. Management regularly monitors unhedged exposures and will
consider formal hedging strategies when greater certainty around cash flow timing is established.
Credit risk
The Group is not exposed to any significant credit risk. There is no history of customer default and management consider
the credit quality of trade receivables to be good. The Group trades with recognised, creditworthy third parties or requires
payment in advance. The profile of future customers is expected to be similar to that of past customers. On this basis,
the Group does not feel it necessary to have a written credit policy in place, however management continue to monitor this
risk.
Credit risk relating to bank balances is managed by banking with major financial institutions with high quality external credit
ratings.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset.
The Group manages liquidity risk by maintaining adequate cash reserves and banking facilities. Forecast and actual cash
flows are continuously monitored with the maturity profiles of the majority of financial assets and liabilities matched.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
21. Financial instruments classification and risk management (continued)
28
Liquidity profile of financial assets
1 Year or
less1 to 5 Years
More than 5
years
Total
contractual
cash flows
$$$$
Year ended 31 March 2026
Cash and cash equivalents4,190,332--4,190,332
Trade and other receivables1,037,998--1,037,998
Related party loan119,740--119,740
Restricted cash79,598--79,598
5,427,668--5,427,668
Year ended 31 March 2025
Cash and cash equivalents392,212--392,212
Trade and other receivables913,015--913,015
1,305,227--1,305,227
Financial liabilities based on contractual cashflows due within
1 Year or
less1 to 5 Years
More than 5
years
Total
contractual
cash flows
Carrying
amount of
liabilities
$$$$$
Year ended 31 March 2026
Trade and other payables589,288--589,288589,288
Interest bearing loans and borrowings237,301233,134-470,435454,154
Lease liabilities4,037--4,0376,569
830,626233,134-1,063,7601,050,011
Year ended 31 March 2025
Trade and other payables696,072--696,072696,072
Interest bearing loans and borrowings446,8601,052,60329,0771,528,5401,383,030
Lease liabilities48,2884,037-52,32550,186
1,191,2201,056,64029,0772,276,9372,129,288
22. Commitments
As at balance date there were no known capital commitments.
23. Segment reporting
An operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision
maker ("CODM") on a monthly basis. The CODM, who is responsible for allocating resources and assessing performance of
the operating segment(s) is part of the senior leadership team and is involved in strategic decision making of the Group.
Management has determined there is one operating segment based on the reports reviewed by the CODM.
The reason for looking at the business as one segment is because of the inter-related nature of the services and their
dependence on the Trade Window software which cannot be separated between different products and services. The
performance of the operating segment is reviewed by the CODM and action plans are agreed with the management where
necessary to improve performance of the business.
The reportable operating segment derives its revenues from the provision of software solutions to its customers. There are
no major customers that contribute more than 10% of revenues. The CODM assesses the performance of the operating
segment from revenue to net income. The total revenue, direct costs, operating expenses, interest and foreign exchange
gains and losses, tax and net income are reviewed.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
23. Segment reporting (continued)
29
The amounts reported with respect to segment total assets and liabilities are measured in a manner consistent with the
consolidated statement of financial position. Reportable segment assets and liabilities are equal to total assets and liabilities
hence no reconciliation is required.
24. Related party transactions
Key management personnel
The Group has related party relationships with its directors and other key management personnel as listed below.
Remuneration of key management personnel during the year, excluding the two independent directors, amounted to
$1,324,987 (2025: $1,101,049), of which $1,304,169 (2025: $1,011,029 ) was for short-term employee benefits and $20,818
(2025: $90,020) was for share-based payment expense.
Remuneration for the two independent directors during the year amounted to $184,298 (2025: $181,580), of which $184,298
(2025: $178,582) was for directors fees and $Nil (2025: $2,998) was for share-based payment expense.
Other related parties
ASB Bank Limited is a shareholder of the Group. The ASB Bank is 100% owned by the Commonwealth Bank of Australia
(CBA). The Group has bank balances with the ASB Bank and CBA (see note 10), and previously had some interest bearing
loan facilities as stated in note 17.
Transactions involving related entities
The entities, the nature of the relationship and the types of transactions which the Group entered into during the period are
detailed below:
Related entityNature of relationshipTypes of transactions
ASB Bank LimitedShareholderFunds advanced, balances payable, cash at
bank, shares issued, restricted cash
Commonwealth Bank of AustraliaUltimate parent of ASB Bank
Limited
Cash at bank, restricted cash
Kerry FriendExecutive director, beneficial
shareholder
Employment agreement, ESOP
Albertus Johannes Smith (AJ Smith)Executive director (resigned
as CEO 18 April 2026,
remains as non-executive
director), shareholder
Employment agreement, ESOP, balances
receivable
The following transactions and outstanding balances between related parties occurred during the year:
Interest
bearing
loansCash at bank
Restricted
cash
$$$
31 March 2026
ASB Bank Limited-4,097,13079,598
Commonwealth Bank of Australia-53,131-
AJ Smith119,740--
119,7404,150,26179,598
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
24. Related party transactions (continued)
30
Interest
bearing
loansCash at bank
Restricted
cash
$$$
31 March 2025
ASB Bank Limited1,038,303210,906-
Commonwealth Bank of Australia-141,817-
1,038,303352,723-
Transactions with Directors and Related Entities
The loan with AJ Smith bears interest at 6.29% per annum, is repayable on demand and was contractually due for
repayment by 31 March 2026. However, the loan was not repaid by its due date and a subsequent amended agreement was
entered into. Under the amended agreement, the Group waives its entitlement to interest and the outstanding balance will
be repaid in six monthly instalments ending November 2026.
Other than disclosed above, there were no other transactions with Directors or their related entities.
25. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following material subsidiaries of
the Group:
Ownership interest
Principal place of business /20262025
NameCountry of incorporation%%
Trade Window LimitedNew Zealand100% 100%
Trade Window Pty LimitedAustralia100% 100%
Trade Window Pte LimitedSingapore100% 100%
TradeWindow Services LimitedNew Zealand100% 100%
Trade Window Origin LimitedNew Zealand100% 100%
Trade Window IncorporatedPhilippines100% 100%
All subsidiaries have a 31 March balance date.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
31
26. Reconciliation of loss after income tax to net cash used in operating activities
20262025
$$
Loss after income tax expense for the year(2,592,252)(3,517,685)
Classification differences
- Net finance expense71,026 128,858
- Gain on disposal(254)(33,750)
Statement of financial position movements
- Trade and other receivables (excluding related party)(173,403)(164,982)
- Contract assets5,250 24,988
- Trade and other payables97,093 (66,523)
- Contract liabilities(10,605)75,424
- Income tax payable14,656 10,118
- Other movements(17,082)25,443
Other non-cash items
- Depreciation, amortisation and impairment1,263,241 1,852,747
- Employee share scheme34,709 140,843
Net cash used in operating activities(1,307,621)(1,524,519)
27. Reconciliation of liabilities arising from financing activities
The changes in liabilities arising from financing activities can be classified as follows:
Lease
liabilitiesLong-termShort-termTotal
$ $ $ $
1 April 202550,1871,013,214369,8151,433,216
Cashflows:
- Repayment(43,618)(727,794)(369,815)(1,141,227)
- Interest(2,963)-(84,826)(87,789)
- Proceeds--168,734168,734
3,606285,42083,908372,934
Non-cash:
- Reclassification-(61,603)61,603-
- Disposals----
- Repayment settled in shares----
- Interest2,963-84,82687,789
Balance as at 31 March 20266,569223,817230,337460,723
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2026
27. Reconciliation of liabilities arising from financing activities (continued)
32
Lease
liabilitiesLong-termShort-termTotal
$ $ $ $
1 April 202478,9941,383,02958,1001,520,123
Cashflows:
- Repayment(96,886)-(58,100)(154,986)
- Interest(6,896)-(135,671)(142,567)
(24,788)1,383,029(135,671)1,222,570
Non-cash:
- Reclassification-(369,815)369,815-
- Disposals86,492--86,492
- Repayment settled in shares(18,413)--(18,413)
- Interest6,896-135,671142,567
Balance as at 31 March 202550,1871,013,214369,8151,433,216
28. Earnings per share
The earnings per share for the year ended 31 March was as follows:
20262025
$$
Loss after income tax(2,592,252)(3,517,685)
NumberNumber
Weighted average number of ordinary shares used in calculating basic earnings per share142,870,092127,744,895
Weighted average number of ordinary shares used in calculating diluted earnings per share142,870,092127,744,895
CentsCents
Basic earnings per share(1.81)(2.75)
Diluted earnings per share(1.81)(2.75)
As at 31 March 2026 share options that could potentially dilute basic earnings per share in the future, but were not included
in the calculation of diluted earnings per share because they are antidilutive for the periods presented total 776,999 (2025:
1,583,494).
29. Events after the reporting period
The directors have considered events occurring between the reporting date and the date of authorisation of these financial
statements and note that AJ Smith resigned as CEO of the Group on 18 April 2026. He still holds a position as a non-
executive director. Subsequent to year end, the Group amended its loan agreement with AJ Smith (see note 24).
Apart from the above matter, no other matter or circumstance has arisen since 31 March 2026 that has significantly affected,
or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future
financial years.
Trade Window Holdings Limited
General disclosures
For the year ended 31 March 2026
33
Interest register
In accordance with Section 140(2) of the Companies Act, the directors named below have made a general disclosure of
interest by a general notice disclosed to the Board and entered in the Company's interests register. General notices given
by directors which remain current as at 31 March 2026 are as follows:
Albertus J Smith
Trade Window Origin LimitedDirector
Trade Window Services LimitedDirector
Trade Window LimitedDirector
Trade Window Pty LimitedDirector
Trade Window Pte LimitedDirector
Trade Window IncorporatedDirector
77X Ventures Pty LimitedDirector/Shareholder
Kerry M Friend
Tomadachi No.1 TrustTrustee
Tomadachi No.2 TrustTrustee and Shareholder in TWHL
Trade Window LimitedDirector
Trade Window Services LimitedDirector
Northpower LimitedDirector
Northpower Generation LimitedDirector
Tennis NorthlandBoard Member
Ngunguru Sports and Recreation Club, Inc Governing Committee Member and
Treasurer
Alasdair J MacLeod
Trade Window LimitedChair
Silverstripe LimitedChair
Kotahi Engineering StudioChair
Hold Fast Investments LimitedChair
Silverstripe Trustees LimitedDirector
IHC- Board Appointments CommitteeIndependent Director
Nexia Hawkes Bay LimitedDirector
Philip J Norman
Trade Window LimitedDirector
Nortek Management Services LimitedDirector/Shareholder
TruScreen Limited (NZX listed)Shareholder
MyWave Holdings LimitedShareholder
Touchpoint Group Limited (resigned as director 8 August 2025)Options Holder
Atrax Group New Zealand LimitedAdvisory Board Member
Xero Limited (ASX listed)Shareholder
Activedocs LimitedShareholder
Trade Window Holdings Limited
General disclosures
For the year ended 31 March 2026
34
As required by Section 211 of the Companies Act 1993 we disclose the following information:
Directors remuneration
The persons who held office as directors of Trade Window Holdings Limited at any time during the year ended 31 March
2026 and their remuneration, are as follows:
Director and
consulting
feesSalaryESOPTotal
$ $$ $
Albertus J Smith*-401,2315,540406,771
Kerry M Friend*-131,2154,011135,226
Alasdair J MacLeod107,363--107,363
Philip J Norman76,988--76,988
No directors fees were paid to directors of subsidiary entities.
*The Executive Directors' ESOP remuneration included 2023/24 Salary Sacrifice Options Plan issuances as described in
note 19.
Employee remuneration
Trade Window Holdings Limited and our subsidiaries have employees in New Zealand, Australia, Philippines and
Singapore. Our pay levels reflect the different market rates in each country and region. The overseas remuneration amounts
are converted into New Zealand dollars. Noted in the table below are employees who received remuneration and other
benefits that exceed NZ $100,000:
Remuneration including share-based remuneration Number of employees
($)(Total: 29)
100,001 - 110,0003
110,001 - 120,0005
120,001 - 130,0001
130,001 - 140,0004
140,001 - 150,0003
150,001 - 160,0003
160,001 - 170,0001
170,001 - 180,0001
180,001 - 190,0001
210,001 - 220,0001
220,001 - 230,0001
250,001 - 260,0002
270,001 - 280,0001
300,001 - 310,0001
400,001 - 410,0001
Donations
During the year ended 31 March 2026, the Group made donations of $Nil (2025: $Nil).
Independent Auditor’s Report
To the Shareholders of Trade Window Holdings Limited
Opinion
I have audited the consolidated financial statements of Trade Window Holdings Limited (“the Company”) and
its subsidiaries (“the Group”), which comprise:
• the consolidated statement of financial position as at 31 March 2026;
• the consolidated statement of profit or loss and other comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the year then ended;
and
• the notes to the consolidated financial statements including a summary of material accounting
policies.
I am a partner with UHY Haines Norton Chartered Accountants Sydney (the Firm) and I have used the staff
and resources of the Firm to perform the audit of the Group.
In my opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Group as at 31 March 2026, and its consolidated financial performance
and cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting Standards Board and IFRS Accounting
Standards (“IFRS”) issued by the International Accounting Standards Board.
Basis for Opinion
I conducted my audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)
issued by the New Zealand Auditing and Assurance Standards Board. My responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of my report.
I am 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 the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (IESBA Code), and I have fulfilled my other ethical responsibilities in accordance with these
requirements and the IESBA Code.
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.
Other than in my capacity as auditor, neither myself, the firm or the firm’s staff have no relationship with, or
interests in, the Group.
Material uncertainty related to going concern
I draw attention to Note 2 in the consolidated financial statements, which indicates that the Group incurred
a loss of $2.6 million and operating cash outflows of $1.3 million for the year ended 31 March 2026. These
events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty
exists that may cast significant doubt on the Group’s ability to continue as a going concern. My opinion is
not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in my professional judgement, were of most significance in my audit
of the consolidated financial statements of the current year.
Except for the matter described in the material
uncertainty related to going concern, I summarise below those matters and my key audit procedures to
address those matters in order that the shareholders as a body may better understand the process by which
I arrived at my audit opinion. The procedures were undertaken in the context of and solely for the purpose
of my statutory audit opinion on the consolidated financial statements as a whole and I do not provide a
separate opinion on these matters.
Why the audit matter is significant How my audit addressed the key audit matter
Revenue recognition
The Group has recognised revenue of
$9.61m (FY 2025: $8.03m) (Note 4).
The Group has several revenue streams,
and the revenue recognition policy for
each stream is different. I focused on this
area because the recognition of revenue
in accordance with NZ IFRS 15 involves
judgement and the outcome has a
significant impact on profit or loss and
the financial position of the Group.
Also, there is a risk of overstatement of
revenues through premature revenue
recognition or recording fictitious
revenues to meet budgets and/or
market guidance.
To address the risk associated with revenue recognition, the
following audit procedures were carried out:
• Evaluated the design of management's internal
controls related to revenue recognition.
• Reviewed revenue recognition policies for
appropriateness and compliance with the
requirements of the relevant accounting standard NZ
IFRS 15;
• Selected a sample of transactions and agreed them to
supporting documentation
such as customer
contract, sale invoice, cash receipt and assessed
whether all criteria related to revenue recognition
has been met before being recognised as revenue;
• Reviewed credit notes posted after year end to
ascertain correct
revenue recognition during the
year;
• Performed revenue cut off procedures by selecting
revenue samples before and after year end and
testing that revenue is recorded in the correct period;
• Tested a sample of deferred revenue balances and
agreed it to the supporting documents;
• Reviewed manual revenue journals as part of the
journal entry testing process
with the criteria
specifically targeting unusual entries to revenue
accounts; and
• Assessed the reasonability and completeness of the
revenue related disclosures to test compliance with
the requirements of the accounting standards.
Why the audit matter is significant How my audit addressed the key audit matter
Impairment of Intangible assets &
Goodwill
The Group has significant intangible
assets relating to the acquisitions made
in previous periods.
The Group has significant intangible
assets with finite useful lives including
software and customer relationships
totalling $0.92m (note 14) of carrying
value as at 31 March 2026 that are
amortised over their useful life.
In addition, there is a significant goodwill
balance recorded of $7.62 million (note
14) as at 31 March 2026.
Further, Group capitalised $0.66m
during the financial year 2026 in relation
the ongoing development of the
Freight.AI project.
I consider this area to be significant as
balances are material to the financial
report and the significant estimates and
judgements applied in testing these
balances for impairment.
To address the risk associated with intangible balance, the
following audit procedures were carried out:
• Assessed reasonability of the useful life used for the
purpose of calculating amortisation on software and
customer relationship i.e. finite life intangible assets;
• Analysed the Group’s impairment assessment for the
correct methodology with particular emphasis on the
key assumptions being discount rate, growth rate and
forecast cash flows;
• Performed an independent recalculation of the
Group’s recoverable amount and compared it to
management’s assessment and the relevant carrying
amount;
• Performed stress testing of the key assumptions; and
• Assessed the reasonability and completeness of the
related disclosures to test compliance with the
requirements of the accounting standards.
Information Other than the Consolidated Financial Statements and Auditor’s Report thereon
The Directors are responsible for the other information. The other information comprises the annual report
but does not include the consolidated financial statements and my auditor’s report thereon. The annual
report is expected to be made available to me after the date of this auditor’s report.
My opinion on the consolidated financial statements does not cover the other information and I do not and
will not express any form of audit opinion or assurance conclusion thereon.
In connection with my audit of the consolidated financial statements, my responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the consolidated financial statements or my knowledge obtained
in the audit, or otherwise appears to be materially misstated.
When I read the annual report, if I conclude that there is a material misstatement therein, I am required to
report that fact.
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.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
My objective is 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 my 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 the auditor’s responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at: https://www.xrb.govt.nz/standards/assurance-
standards/auditors-responsibilities/audit-report-1-1/ .
This description forms part of my auditor’s report.
Restriction on use of my report
This report is made solely to the Group’s shareholders, as a body. My audit work has been undertaken so that
I might state to the Group’s shareholders, as a body those matters which I am required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, I do not accept or assume
responsibility to anyone other than the Group and the Group’s shareholders, as a body, for my audit work,
for this report or for the opinion I have formed.
Vikas Gupta
Audit Partner - UHY Haines Norton Chartered Accountants Sydney
Signed at Sydney, Australia on 29 May 2026
---
Trade Window Limited
Level 4, Partners Life Building, 33 – 45 Hurstmere Road, Takapuna, Auckland 0622
info@tradewindow.io
www.tradewindow.io
Results announcement
29 May 2026
Results for announcement to the market
Name of issuer Trade Window Holdings Limited (“TWL”)
Reporting Period 12 months to 31 March 2026
Previous Reporting Period 12 months to 31 March 2025
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$9,609 Up 20%
Total Revenue $9,614 Up 19%
Net profit/(loss) from
continuing operations
($2,592) Decrease of 26%
Total net profit/(loss) ($2,592) Decrease of 26%
Interim/Final Dividend
Amount per Quoted Equity
Security
Trade Window is currently investing for future growth and during
this phase does not propose to pay dividends.
Not applicable Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.02 -$0.01
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Authority for this announcement
Name of person
authorised
to make this announcement
Deidre Campbell
Contact person for this
announcement
Deidre Campbell, CFO
Contact phone number 021 272 4008
Contact email address deidre@tradewindow.io
Date of release through MAP
29 May 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.
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