2026 Annual Report

Being AI Limited



Annual Report
For the year ended 31 March 2026

1
Table of Contents
Chair’s Report 2
Consolidated Financial Statements 4
Independent Auditor’s Report 37
Shareholder and Statutory Information 41
Board of Directors 48
Corporate Governance Statement 50
Directory 54

Being AI Limited
Chair’s Report



2
Introduction
Being AI Limited presents its FY26 results, a year in which all operational activities ceased. The Board
acted decisively to mitigate significant losses and safeguard shareholder value, with all assets now
divested.
In the last quarter, the Board’s focus shifted to assessing whether any residual value remained in the
entity itself and explored opportunities to realise it for the benefit of shareholders.
Financial Performance
In FY26, Being AI recorded:
• A $8.6 million profit from discontinued operations, including gains totalling $7.3 million, arising from
the sale of AGE Limited and Send Global Limited.
• A $1.5 million loss from continuing operations.
While Send Global delivered strong operational results, profitability was offset by overhead costs,
interest payments, and other expenses tied to Being AI.
Historical Operational and Governance Challenges
In late January 2025, the resignations of independent directors Brett O’Riley and Andy Higgs led to a
breach of NZX Listing Rule 2.1.1, as the Board no longer met the independence requirement.
Consequently, Being AI entered a trading halt from 3 February 2025 to 14 April 2025.
To resolve the issue, the Board appointed three new independent directors: Michael Stiassny, Greg
Cross, and Steve Phillips. Although compliance was restored, NZ RegCo issued a public censure,
a $50,000 financial penalty, and ordered the company to cover the costs of the disciplinary process.
Strategic Review and Actions
The Board concluded a comprehensive strategic review and all actions arising from that review have
been completed. Key outcomes included:
• Cost reductions and operational efficiencies.
• Divestment of all assets.
The Board is now assessing whether the entity holds any residual value and seeking ways to realise it in
the interests of shareholders.
Subsidiary Updates
Project Treehouse
A detailed review confirmed that Project Treehouse would continue to generate negative cash flow with
no clear path to profitability. On 16 May 2025, the Board decided to wind down the project.
Concurrently, the Group accepted the resignations of:
• David McDonald (Group Chief Executive Officer)
• Nicolas Fourrier (Chief Technology Officer)
• Remaining personnel supporting the project.
This decision aimed to prevent further losses and preserve shareholder value.

Being AI Limited
Chair’s Report (continued)



3
Being Education
In May 2025, Being AI completed the divestment of Being Education to Crimson Education Group. This
transaction:
• Eliminated $3.9 million in debt owed to Wilshire Treasury.
• Reduced operating losses and trading liabilities, simplified the business and improved its financial
position.
Send Global
In the second half of FY26, the Board focused on Send Global, which, despite its strong performance,
faced financial constraints due to broader group obligations.
On 4 November 2025, the Board announced a non-binding indicative offer (NBIO) from Wilshire Treasury
Limited to acquire 100% of Send Global’s shares and related assets. An independent committee –
comprising Michael Stiassny, Greg Cross, and Steve Phillips – evaluated the offer and engaged Simmons
Corporate Finance Limited to provide an independent appraisal for shareholders.
After thorough assessment, the committee determined that:
• No viable alternatives existed to address Being AI’s financial position.
• Wilshire, as the major shareholder (86%), lender, and guarantor of Send Global’s senior debt, was
uniquely positioned to provide necessary financial support.
• Rejecting the offer would have exposed Being AI to significant financial risks, including potential
default on debt obligations.
On 10 December 2025, shareholders approved the sale of Send Global to Wilshire Treasury Limited. The
transaction settled on 11 December 2025.
Going concern
The consolidated financial statements of Being AI Limited have been prepared on a realisation basis, as
the company’s ability to continue as a going concern is dependent on the ongoing support of Wilshire
Treasury Limited. The current cost coverage commitment from Wilshire Treasury Limited is set to expire
in November 2026, and the company has no other means to sustain its operations beyond this period.
Given the divestment of core assets (Send Global and Being Education), and the absence of alternative
income or funding arrangements, the directors have concluded that the going concern assumption is no
longer appropriate. As such, the financial statements reflect the realisable values of assets and
the settlement amounts of liabilities. A provision for wind down costs of $50,000 has been recorded in
the financial statements. Stakeholders and shareholders should factor this uncertainty into their
assessment of the company’s financial health and future prospects.
Outlook
The Board is open to considering opportunities to unlock any remaining value in the entity for
stakeholders’ benefit. If you are aware of any good businesses that may benefit from listing on the NZX,
please let us know.

Michael Stiassny
Chair
Being AI Limited

Being AI Limited
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
For the year ended 31 March 2026


The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
4

Note
2026
2025
NZ$000
NZ$000
Continuing operations
Revenue
6
-
-
Other income
7
4
302
Finance income
1
1
Expenses
Labour related expenses
8.1
163
(2,823)
Property expenses
-
(15)
Finance expense
8.2
(45)
-
Other operating expenses
8
(1,645)
(2,879)
Loss before income tax
(1,522)
(5,414)
Income tax (expense)/benefit
10
(30)
3
Loss for the year from continuing operations
(1,552)
(5,411)
Discontinued operations
Profit/(loss) from discontinued operations
5.5
8,556
(6,106)
Profit/(loss) for the year
7,004
(11,517)
Other comprehensive income
-
-
Total comprehensive income/(loss) for the year
7,004
(11,517)
Earnings/(loss) per share:
Basic and diluted earnings/(loss) per share (NZ$)
From continuing operations
11
(0.009)
(0.031)
From continuing and discontinued operations
11
0.040
(0.066)

Being AI Limited
Consolidated Statement of Changes in Equity
For the year ended 31 March 2026

The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
5




Note
Share
capital
Share based
payments
Accumulated
lossesTotal equity
NZ$000 NZ$000 NZ$000 NZ$000
Balance at 31 March 20246,632-(2,787)3,845
Loss for the year--(11,517)(11,517)
Total comprehensive income for the year--(11,517)(11,517)
Transactions with owners in their capacity as owners
Shares issued during the period19342--342
Less: share issue costs(50)--(50)
Share options issued20,21-392-392
Balance at 31 March 20256,924392(14,304)(6,988)
Balance at 1 April 20256,924392(14,304)(6,988)
Profit for the year--7,0047,004
Total comprehensive income for the year--7,0047,004
Transactions with owners in their capacity as owners
Share options issued20,21-165-165
Share options forfeited20,21-(330)9(321)
Transferred on application of realisation basis2.2,20-(227)227-
Balance at 31 March 20266,924-(7,064)(140)

Being AI Limited
Consolidated Statement of Financial Position
As at 31 March 2026

The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
6


These consolidated financial statements were approved by the Board on 26 May 2026.
Signed on behalf of the Board by:



Michael Stiassny Stephen Phillips
Director Director
Note2026 2025
NZ$000 NZ$000
Current assets
Cash and cash equivalents1289410
Receivables and other current assets13564,471
Inventories-511
Total current assets1455,392
Non-current assets
Term receivable-900
Property, plant and equipment14-2,645
Right-of-use assets15.1-5,986
Intangible assets16-5,583
Bond-502
Deferred tax asset10.3-567
Total non-current assets-16,183
Total assets14521,575
Current liabilities
Trade payables and other current liabilities172855,871
Taxation payable-12
Borrowings18-3,811
Lease liabilities15.2-285
Total current liabilities2859,979
Non-current liabilities
Borrowings18-12,374
Student bonds-135
Lease liabilities15.2-6,075
Total non-current liabilities-18,584
Total liabilities28528,563
Net liabilities
(140)(6,988)
Equity
Share capital196,9246,924
Share based payments reserve20-392
Accumulated losses(7,064)(14,304)
Total equity
(140)(6,988)

Being AI Limited
Consolidated Statement of Cash Flows
For the year ended 31 March 2026

The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
7



Note2026 2025
NZ$000 NZ$000
Cash flows from operating activities
Cash used in continuing operations
Payments to suppliers and employees(1,876)(5,031)
Cash from discontinued operations
Receipts from customers24,40740,647
Government grants received-410
Payments to suppliers and employees(23,240)(38,187)
Payment of bond-(502)
Income tax (paid)/refunded(113)(600)
Net cash (used in)/from operating activities24(822)(3,263)
Cash flows from investing activities
Cash used in discontinued operations
Interest received175
Proceeds from term deposit-22
Payments for property, plant and equipment(6)(199)
Receipts from sale of property plant and equipment-22
Payments for intangible assets-(76)
Investment in Tymestack.ai-(249)
Payment for acquisition of business-(200)
Net cash outflows on disposal of subsidiary5.3(84)(176)
Net cash used in investing activities(89)(781)
Cash flows from financing activities
Cash from continuing operations
Proceeds from borrowings700-
Principal repayment of borrowings(200)-
Interest paid on borrowings
(6)-
Proceeds from issue of share capital-342
Payment of share issue costs-(50)
-
Cash used in discontinued operations
Proceeds from borrowings
4,39429,384
Principal repayment of borrowings
(3,703)(19,136)
Interest paid on borrowings
(328)(981)
Principal repayment of lease liabilities(181)(315)
Interest paid on lease liabilities(86)(451)
Payment of related party payable-(6,554)
Net cash from financing activities5902,239
Net decrease in cash and cash equivalents(321)(1,805)
Cash and cash equivalents at the beginning of the year4102,215
Cash and cash equivalents at the end of the year
1289410

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


8
1. General information
Being AI Limited (‘Being AI’ or ‘the Company’) and its subsidiaries (together ‘the Group’) are limited
liability companies, incorporated under the Companies Act 1993 and domiciled in New Zealand. Being AI
is the legal holding company for the Group. Details of subsidiary companies and their principal activities
are set out in note 23.
In May 2025 the Group sold the Education Group (note 5.1) and closed Project Treehouse (note 5.4). In
December 2025 the Company sold Send Global Limited and its subsidiaries, including New Zealand Mail
Limited and Filecorp Limited, and certain other assets (Note 5.2). Being AI Limited is effectively now a
listed shell company.
The address of the Company’s registered office is 14 Honan Place, Avondale, Auckland 1026.
2. Material accounting policy information
The following are the material accounting policies adopted by the Group in the preparation and
presentation of the consolidated financial statements. There have been no changes in accounting
policies since the previous year end unless otherwise stated.
2.1. Statement of compliance and reporting framework
The consolidated financial statements have been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (‘NZ GAAP’). The Group is a for-profit entity for the purposes of
complying with NZ GAAP. The consolidated financial statements comply with New Zealand equivalents to
IFRS Accounting Standards (‘NZ IFRS’), IFRS® Accounting Standards, and other applicable New Zealand
Financial Reporting Standards as appropriate for for-profit entities.
The Company is an FMC reporting entity under the Financial Markets Conduct Act 2013. The Company is
listed on the NZX Main Board (‘NZX’). These consolidated financial statements have been prepared in
accordance with the requirements of the Financial Markets Conduct Act 2013 and the NZX Main Board
Listing Rules.
2.2. Basis of preparation – realisation basis
Transactions recorded during the year have been recognised on a historical cost basis, apart from those
items measured at fair value as described below. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services.
The considered view of the Board, after making enquiries, is that, at the reporting date, the adoption of
the going concern basis is no longer appropriate. In reaching this conclusion the Board have considered
the following:
- the Company has no significant source of income;
- at 31 March 2026 the Group had cash of $89,000 and net liabilities of $(140,000);
- the Company will incur various costs in relation to maintaining its listing on the NZX Main Board;
- Wilshire Treasury Limited has committed to advance to Being AI on demand the amounts necessary
for the Company to pay all reasonable out-of-pocket costs and expenses (including professional fees
and disbursements to auditors, accountants, legal advisers or other professional advisers) which are
incurred by Being AI following the sale of Send Global Limited (refer note 5.2). Wilshire Treasury
Limited has committed to provide this support through to November 2026; and
- the Company has no confirmed financial support beyond November 2026.

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


9
As a result, the consolidated financial statements as at 31 March 2026 have been prepared on a
realisation basis rather than on a going concern basis. Under the realisation basis:
- assets are measured at their estimated realisable values, representing the amounts expected to be
recovered through orderly sale or settlement; and
- liabilities are measured at the amounts expected to be settled, including any directly attributable
costs of settlement.
The adoption of the realisation basis of preparation has not involved any adjustments to the recorded
values of existing assets or liabilities. However, a provision for wind down costs of $50,000 has been
recorded in these financial statements.
The consolidated financial statements are presented in New Zealand dollars which is the Group’s
functional and presentation currency, rounded to the nearest thousand dollars unless otherwise stated.
2.3. Re-presentation of comparative information
The financial results of:
- the divested Send Global group which includes the courier, mail and logistics business and the filing
solutions business;
- the divested Education Group; and
- the closed Project Treehouse
are separately disclosed as discontinued operations. In accordance with the requirements of NZ IFRS 5
Non-Current Assets Held for Sale and Discontinued Operations, comparative information for these
operations have also been re-presented separately as discontinued operations.
2.4. Principles of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company. Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control listed above.
Investments in associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary
nor an interest in a joint venture. Significant influence is the power to participate in the financial and
operating policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in these financial statements using
the equity method of accounting.
2.5. Revenue recognition
The Group derived revenue from the following major sources:
• Education services;
• Courier, business mail and logistics services; and
• Filing solutions.
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract
with a customer and excludes amounts collected on behalf of third parties, such as goods and service tax
and customs duties.

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


10
Education services
Prior to the sale of the Education Group (note 5.1) the Group provided an online virtual and physical
school. School fees and revenue from related services were recognised over the school term or year to
which they relate. Revenues for school activities were recognised at a point in time when the activity is
completed. Revenue from the sale of goods, such as stationery and school lunches, were recognised at a
point in time upon delivery when control has been transferred to the buyer and collectability of the
related receivable was reasonably assured. Revenues from education services are included in
discontinued operations.
Courier, business mail and logistics services
Prior to the sale of Send Global Limited and its subsidiaries (note 5.2), the Group provided domestic
courier and freight services; domestic and international unified logistics; business mail services; and mail
house services.
Revenue from the delivery of courier, business mail and logistics services was recognised as the related
performance obligations were fulfilled. Customers were invoiced at the end of each month which
covered all services provided up to that date.
Revenue from the sale of stamps and postage included envelopes was recognised at a point in time upon
delivery when control had been transferred to the buyer and collectability of the related receivable was
reasonably assured.
Revenues from courier, business mail and logistics services are included in discontinued operations.
Filing solutions
Prior to the sale of Send Global Limited and its subsidiaries (note 5.2), the Group provided filing solutions
and consumables.
Revenue from the sale of filing solutions and consumables was recognised at a point in time upon
delivery when control had been transferred to the buyer and collectability of the related receivable was
reasonably assured.
Revenues from filing solutions are included in discontinued operations.
2.6. Income Tax
Income tax expense or benefit comprises both current and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before
tax’ as reported in the Statement of Profit or Loss and Other Comprehensive Income because of items of
income or expense that are taxable or deductible in other years and items that are never taxable or
deductible.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax
assets are recognised for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilised.

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


11
2.7. Goods and services tax
Revenue, expenses, assets, and liabilities are recognised net of the amount of goods and services tax
(GST) except:
• where the amount of GST incurred is not recovered from the Inland Revenue Department, it is
recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
• for receivables and payables, which are recognised inclusive of GST.
2.8. Inventories
Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined
on a weighted average basis.
2.9. Property, plant and equipment
Each class of property, plant and equipment is measured at historical cost less accumulated depreciation
and accumulated impairment losses.
Depreciation is recognised on a straight-line basis so as to write off the cost of assets less their residual
values, over their useful lives. The estimated useful lives, residual values and depreciation method are
reviewed at the end of each reporting period.
The following depreciation rates are applied:
Class of asset Depreciation
rates
Buildings 2% - 5%
Leasehold improvements 5% - 20%
Plant and equipment 3% - 33%
Office furniture & equipment 8% - 50%
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the
disposal or retirement of an item of property, plant and equipment is determined as the difference
between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
2.10. Intangible assets
Acquired intangible assets with finite useful lives are carried at cost less accumulated amortisation and
accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated
useful lives. Intangible assets with indefinite useful lives that are acquired separately are carried at cost
less accumulated impairment losses.
The following amortisation rates are applied:
Class of asset Amortisation
rates
Brands Indefinite life
Trademarks 10% - 20%
Computer software 20%
Goodwill is measured at cost less accumulated impairment losses.

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


12
2.11. Leases
The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease
arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term
of 12 months or less) and lease of low value assets.
The lease liability is initially measured at the present value of the future lease payments, discounted by
using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its
incremental borrowing rate. The lease liability is subsequently measured at amortised cost using the
effective interest method. It is remeasured when there is a change in future lease payments arising from
a change in an index or rate or if the Group changes its assessment of whether it will exercise a purchase,
extension of termination option, with a corresponding adjustment made to the carrying value of the
right-of-use asset.
The right-of-use assets comprise the initial measurement of the corresponding lease liability. They are
subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets
are depreciated over the shorter period of lease term and the useful life of the underlying asset.
2.12. Financial instruments
The Group’s financial assets at amortised cost include cash and cash equivalents, and other receivables.
Cash and cash equivalents include cash in hand and deposits held at call with banks.
The Group’s financial liabilities include trade and other payables.
2.13. Share based payment transactions
The fair value of share options issued to directors, employees and consultants is determined at the grant
date and is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of
the share options that will eventually vest, with a corresponding increase in equity.
At the end of each reporting period, the Group revises its estimate of the number of share options
expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss
with a corresponding adjustment to the share based payments reserve.
3. Application of new and revised New Zealand International Financial Reporting
Standards (NZ IFRSs)
3.1. New and amended standards and interpretations
All new and amended standards were implemented and the impact deemed not to be material.
The Group has not early adopted any standards, interpretations or amendments that have been issued
but are not yet effective. Early adoption of these new standards, interpretations or amendments would
not have had a material impact on the financial result or financial position of the Group.
NZ IFRS 18 Presentation and Disclosure in Financial Statements, issued in May 2024, is effective for
annual reporting periods beginning on or after 1 January 2027, and entities can early adopt this
accounting standard. NZ IFRS 18 sets out requirements for the presentation and disclosure of
information in general purpose financial statements to help ensure they provide relevant information
that faithfully represents an entity’s assets, liabilities, equity, income and expenses.
The Company is yet to assess NZ IFRS 18’s full impact. The Company does not intend to early adopt the
standard which becomes mandatory from 1 April 2027.
There are no other new or amended standards that are issued but not yet effective, that are expected to
have a material impact on the Group.

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


13
4. Critical accounting estimates and judgements
In the application of the Group’s accounting policies, which are described in note 2, the directors of the
Group are required to make judgements, estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods.
5. Discontinued operations
5.1. Sale of education group including AGE Limited
On 2 May 2025 the Company sold its education group including AGE Limited for $1. Contemporaneous
with the sale of the education group, Wilshire Treasury Limited agreed to reduce the loan payable by the
Group to Wilshire by $3.9 million. As the Education Group had negative equity this has resulted in a non-
cash gain on sale of $1,728,000.
5.2. Sale of shares in Send Global Limited and other assets to Wilshire Treasury Limited
On 11 December 2025 the Company sold 100% of its shares in Send Global and certain other assets to
Wilshire Treasury Limited (‘Wilshire’). Wilshire is ultimately controlled by Evan Christian and Katherine
Allsopp-Smith. Mr Christian is Wilshire’s sole director. Ms Allsopp-Smith is a director of Being AI and Mr
Christian acts as Ms Allsopp-Smith’s alternate director (note 26).
The key terms of the transaction were:
• Wilshire acquired 100% of the shares in Send Global Limited as well as all of Being AI’s rights,
interests, assets and property at completion), including (but not limited to):
- all claims of any nature that Being AI may have against third parties (including former directors
and professional advisers);
- all intellectual property rights associated with Treehouse Technology;
- a loan of $364,553 owed by Possibl Limited to Being AI;
- fixed assets (consisting of computer equipment, website, office equipment and office
furniture).
The assets sold excluded cash held by Being AI, prepayments made by Being AI, the Company’s
deferred tax assets and GST receivable, any bond held by a third party on behalf of Being AI or any
other cash equivalents held Being AI at the completion date.
• the consideration for the shares in Send Global Limited and the other assets was satisfied as follows:
- $8,632,886 of loan and trade balances owed by Being AI to Send Global Limited were assumed
by Wilshire;
- $539,220 of loan and trade balance owed by Being AI to Wilshire was offset against the
purchase price; and
- $202,000 cash was paid by Wilshire to Being AI
• Evan Christian and Katherine Allsopp-Smith acknowledged that neither of them had any further
entitlement to payment of fees due to them by Being AI (whether in their capacity as a director or a
consultant), including $354,167 owed to them at the completion date.

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


14
• Wilshire agreed to advance to Being AI on demand the amounts necessary for the Seller to pay all
reasonable out-of-pocket costs and expenses (including professional fees and disbursements to
auditors, accountants, legal advisers or other professional advisers) which are incurred by Being AI
following completion. Being AI agreed to use its available cash to satisfy these post-completion costs
before it is entitled to require Wilshire to advance funds. At any time after the date that is 12
months after the agreement date, Wilshire can give one month’s notice to terminate the
agreement. This should be read in conjunction with Note 2.2.
As the Send Global Group had negative equity, this has resulted in a gain on sale of $5,536,000.
5.3. Summary of disposed assets and liabilities on sale of businesses
The following table summarises the assets and liabilities disposed of in the sales of the Education Group
(note 5.1) and Send Global and other assets (note 5.2).




5.4. Wind down of Project Treehouse
On 16 May 2025 the Board announced that, following a comprehensive review, it had decided to close
Project Treehouse, BAI’s artificial intelligence initiative after it failed to secure external funding or
implement pilot customer programmes. Related to the closure of the project, the Board announced that
Education
group
(note 5.1)
Send Global &
other assets
(note 5.2)Total
NZ$000NZ$000NZ$000
Assets and liabilities disposed of:
Cash 244 42 286
Receivables264 5,229 5,493
Inventory2 2,195 2,197
Other current assets- 98 98
Loan receivables- 900 900
Property, plant and equipment2,384 215 2,599
Right-of-use assets4,989 774 5,763
Bond502 - 502
Intangible assets201 5,295 5,496
Deferred tax- 640 640
Trade and other payables(1,135) (6,350) (7,485)
Bank loan- (9,086) (9,086)
Lease Liabilities(5,279) (898) (6,177)
Reduction in Wilshire Treasury Limited loan(3,900) (4,388) (8,288)
Net assets/(liabilities) disposed of:(1,728) (5,334) (7,062)
Cash consideration paid by purchaser- 202 202
Gain on disposal1,728 5,536 7,264
Net cash outflows on disposal
Cash consideration received
-


202


202


Cash balance disposed of
(244)


(42)


(286)


Net cash outflow on disposal of businesses
(244)


160


(84)

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


15
BAI Group’s Chief Executive Officer, David McDonald, its Chief Technology Officer and two staff members
who were all supporting Project Treehouse, had resigned.
In connection with the resignations, the Company agreed with 2384 Limited Partnership, an entity
associated with David McDonald, that 11,900,000 of the Company’s shares held by that entity were to be
subject to a share buyback by BAI for nil consideration (note 19).
With the full impairment of goodwill as at 31 March 2025 there were no material assets left in the
segment at the time of closure and accordingly no loss or gain resulting from the closure.
5.5. Discontinued operations - financial performance and cash flow information
The financial performance information for the discontinued operations, which consist of the disposed
Education Group and Send Global Group, and the closed Project Treehouse, is set out below.



6. Revenue

2026 2025
NZ$000 NZ$000
Revenue25,34140,993
Other income236542
Expenses(24,388)(41,889)
Impairment of goodwill-(5,962)
Share of net loss of Tymestack.ai-(125)
Impairment of investment in Tymestack.ai-(124)
Profit/(loss) before income tax1,189(6,565)
Income tax (expense)/benefit103459
Gain on sale of Education Group (note 5.1)1,728-
Gain on sale of Send Global Group and other assets (note 5.2)5,536-
Profit/(loss) after tax from discontinued operation8,556(6,106)
Cashflows from discontinued operations
Net cash inflow from operating activities
1,054
1,768
Net cash outflow for investing activities
(89)
(781)
Net cash inflow from financing activities
96
1,947
Net increase in cash generated by discontinued operations
1,061
2,934
2026 2025
NZ$000 NZ$000
Revenue from continuing activities--
Revenue from discontinued operations
Courier, business mail and logistics services23,56335,718
Filing solutions1,5362,104
Education services2422,945
Consultancy-226
25,34140,993
Total revenue 25,34140,993

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


16
7. Other income

8. Expenses incurred in continuing operations
The profit or loss from continuing operations includes the following expenses:

8.1. Labour related expenses

8.2. Finance costs


2026
2025
NZ$000
NZ$000
Legal settlement
-
130
Callaghan innovation grant
-
89
Other income
4
83
4
302
2026
2025
NZ$000
NZ$000
For the audit of the consolidated financial statements by
the auditor, William Buck
(65)
(90)
Other agreed-upon procedures engagements
-
-
(65)
(90)
Fees incurred for services provided by the auditor
Total fees incurred for services provided by the auditor
2026
2025
NZ$000
NZ$000
Salary and wages
24
(2,419)
Employer Kiwisaver contributions
(13)
(23)
Share based payments (note 20)
152
(381)
163
(2,823)
2026
2025
NZ$000
NZ$000
Interest expense on borrowings
(45)
-
(45)
-

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


17
9. Segment information
In May 2025 the Group sold the Education Group (the Education services segment) (note 5.1) and shut
down its artificial intelligence initiatives, including Project Treehouse (the AI customer solutions
segment) (note 5.4). The Education services and AI customer solutions segments are recognised as
discontinued operations.
In December 2025 the Company sold Send Global Limited and its subsidiaries (the Courier, mail & logistic
segment and Filing solutions segment) (Note 5.2). The Courier, mail & logistic and Filing solutions
segments are recognised as discontinued operations.
Being AI Limited is now a listed shell company.





Courier, mail
Filing
Education
AI customer
Corporate /
Total
& logistics
solutions
services
solutions
unallocated
NZ$000
NZ$000
NZ$000
NZ$000
NZ$000
NZ$000
Total revenue
-
-
-
-
-
-
EBITDA from continuing operations
-
-
-
-
(1,478)
(1,478)
Finance income
-
-
-
-
1
1
Finance expense
-
-
-
-
(45)
(45)
Loss before income tax
-
-
-
-
(1,522)
(1,522)
Income tax expense
-
-
-
-
(30)
(30)
Loss from continuing operations
-
-
-
-
(1,552)
(1,552)
Discontinued operations
Gain/(loss) from discontinued
operations
8,074
647
1,612
(210)
(1,567)
8,556
Profit/(loss) for the year
8,074
647
1,612
(210)
(3,119)
7,004
2026
Courier, mail
Filing
Education
AI customer
Corporate /
Total
& logistics
solutions
services
solutions
unallocated
NZ$000
NZ$000
NZ$000
NZ$000
NZ$000
NZ$000
Total revenue
-
-
-
-
-
-
EBITDA from continuing operations
-
-
-
-
(5,415)
(5,415)
Finance income
-
-
-
-
1
1
Loss before income tax
-
-
-
-
(5,414)
(5,414)
Income tax benefit
-
-
-
-
3
3
Net profit/(loss) for the year
-
-
-
-
(5,411)
(5,411)
Discontinued operations
Gain/(loss) from discontinued
operations
3,728
370
(924)
(6,005)
(3,275)
(6,106)
Profit/(loss) for the year
3,728
370
(924)
(6,005)
(8,686)
(11,517)
2025

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


18



Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision maker. The Group has identified its operating segments based on the internal
reports reviewed and used by the Chief Operating Decision Maker (‘CODM’), being the Board of
Directors, in assessing the Group’s performance and in determining the allocation of resources.
All products and services were provided from New Zealand.
During the financial year there was one customer who accounted for more than 10% of the Group's total
sales (2025: none).
10. Taxation
10.1. Income tax expense for continuing operations
The analysis of income tax expense is as follows:

Mail &FilingEducationAI customerCorporate / Total
couriersolutionsservicessolutionsunallocated
NZ$000 NZ$000 NZ$000 NZ$000 NZ$000 NZ$000
Segment assets----145145
Segment liabilities----(285)(285)
2026
Courier, mail
Filing
Education
AI customer
Corporate /
Total
& logistics
solutions
services
solutions
unallocated
NZ$000
NZ$000
NZ$000
NZ$000
NZ$000
NZ$000
Segment assets
7,646
(470)
4,393
80
9,926
21,575
Segment liabilities
(3,886)
(172)
(5,931)
-
(18,574)
(28,563)
2025
2026 2025
Current income taxNZ$000 NZ$000
Current tax charge--
In respect of prior years-27
-27
Deferred tax expense/(benefit)30(30)
Income tax expense/(benefit)30(3)

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


19
10.2. Reconciliation of income tax expense for continuing operations
The charge for the year can be reconciled to the loss from continuing operations before tax as follows:


10.3. Deferred tax



2026
2025
NZ$000
NZ$000
Loss before tax on continuing operations
(1,522)
(5,414)
Prima facie tax at 28% (2025: 28%)
(426)
(1,516)
Tax effect of tax losses not recognised
426
1,486
Adjustments recognised in the current year in relation to prior years
30
27
Income tax expense/(benefit)
30
(3)
Opening
balance
Continuing
operations
Discontinued
operations
Sale of
subsidiaries
Closing
balance
NZ$000
NZ$000
NZ$000
NZ$000
NZ$000
2026
Deferred tax assets/(liabilities) in relation to:
Inventories
36


-


-


(36)


-


Provisions
308


-


-


(308)


-


Accrued expenses
188


(30)


-


(158)


-


Right-of-use assets
(272)


-


-


272


-


Lease liabilities
302


-


-


(302)


-


Other
5


-


103


(108)


-


567


(30)


103


(640)


-


Opening
balance
Continuing
operations
Discontinued
operations
Closing
balance
NZ$000NZ$000NZ$000NZ$000
2025
Deferred tax assets/(liabilities) in relation to:
Inventories36 - - 36
Provisions- - 308 308
Accrued expenses187 30 (29) 188
Property, plant & equipment(119) - 119 -
Right-of-use assets(2,220) - 1,948 (272)
Lease liabilities2,261 - (1,959) 302
Other6 - (1) 5
151 30 386 567

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


20
10.4. Unrecognised tax losses


10.5. Imputation credits

11. Earnings/(loss) per share

On 25 June 2025 the Company repurchased 11.9 million of its ordinary shares for nil consideration (refer
note 5.4). As this transaction changes the number of shares outstanding without a corresponding change
in resources, the weighted average number of ordinary shares used in the earnings per share calculation
for both the current and comparative periods have been adjusted for the impact of this share buyback.
The 394,600 share options on issue at the reporting date were not considered to be dilutive due to the
Group’s net loss from continuing operations and because the exercise price of the share options was
above the Being AI share price at the reporting date (2025: none considered dilutive).

2026 2025
NZ$000 NZ$000
Tax losses
11,0013,424Tax losses for which no deferred tax asset has been recognised
2026
2025
NZ$000
NZ$000
Imputation credits available for use in subsequent periods
-
-
2026
2025
Basic and diluted earnings/(loss) per share from:
Continuing operations (NZ$)
(0.009)
(0.031)
Discontinued operations (NZ$)
0.049
(0.035)
Continuing and discontinued operations (NZ$)
0.040
(0.066)
Loss from continuing operations (NZ$000)
(1,552)
(5,411)
Profit/(loss) from discontinued operations (NZ$000)
8,556
(6,106)
Profit/(loss) after tax from continuing and discontinued operations (NZ$000)
7,004
(11,517)
175,472
174,702
Weighted average number of ordinary shares used in the calculation of basic
and diluted earnings/(loss) loss per share ('000)
The profit/(loss) and weighted average number of ordinary shares used in the calculation of earnings
per share are as follows:

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


21
12. Cash and cash equivalents

13. Receivables and other current assets

Due to the short-term nature of current receivables, their carrying amount is considered to be the same
as their fair value.
13.1. Allowance for expected credit loss


2026
2025
NZ$000
NZ$000
Cash at bank
89
410
89
410
2026
2025
NZ$000
NZ$000
Trade receivables
-
3,891
Prepayments
24
117
GST receivable
10
-
Other current assets
22
463
56
4,471
2026
2025
NZ$000
NZ$000
Reconciliation for allowance for expected credit losses
Balance at the beginning of the year
(82)


(19)


Impairment losses recognised on receivables
-


(66)


Amounts written off as uncollectable
-


3


Disposal of subsidairies (note 5.3)
82


-


Balance at the end of the year
-
(82)

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


22
14. Property, plant and equipment





Carrying amount:
At 31 March 2026
-


-


-


-


At 31 March 2025
137


472


2,036


2,645


At 31 March 2024
127


470


2,148


2,745

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


23
15. Leases
The Group leased premises and leasehold improvements to premises.
15.1. Right-of-use asset

The average IBR rate was 7.2% (2025: 8.1%).

15.2. Lease liabilities


Leasehold
improvements PropertyTotal
NZ$000 NZ$000 NZ$000
Cost:
At 31 March 20247,350 1,666 9,016
Additions1 - 1
Modifications(2,074) - (2,074)
At 31 March 20255,277 1,666 6,943
Disposal of subsidiaries (note 5.3)(5,277) (1,666) (6,943)
At 31 March 2026- - -
Accumulated depreciation:
At 31 March 2024(673) (417) (1,090)
Depreciation expense(264) (277) (541)
Modifications674 - 674
At 31 March 2025(263) (694) (957)
Depreciation expense(24) (199) (223)
Disposal of subsidiaries (note 5.3)287 893 1,180
At 31 March 2026- - -
Carrying amount:
At 31 March 2026- - -
At 31 March 20255,014 972 5,986
At 31 March 20246,677 1,249 7,926
2026 2025
NZ$000 NZ$000
Maturity analysis - contractual undiscounted cash flows
Up to one year-786
One to two years-806
Two to five years-2,001
More than five years-8,905
Total undiscounted lease liabilities at reporting date-12,498
Less: future finance charges-(6,138)
Total discounted lease liabilities at reporting date-6,360

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


24

16. Intangible assets




2026
2025
NZ$000
NZ$000
Lease liabilities included in the Consolidated Statement of Financial Position
Current
-
285
Non-current
-
6,075
-
6,360
NZ$000
NZ$000
NZ$000
NZ$000
NZ$000
Cost:
At 31 March 2024
15,576


2,466


2,098


29


20,169


Additions
-


72


-


6


78


Business acquisition
-


195


-


-


195


Disposal of subsidiaries
(5,000)


-


-


-


(5,000)


At 31 March 2025
10,576


2,733


2,098


35


15,442


Additions
-


-


-


-


-


Disposal of subsidiaries (note 5.3)
(10,576)


(2,733)


(2,098)


(35)


(15,442)


At 31 March 2026
-
-
-
-
-
Accumulated depreciation:
At 31 March 2024
-


(1,174)


(2,014)


-


(3,188)


Amortisation expense
-


(116)


(82)


(11)


(209)


Impairment
(6,462)


-


-


-


(6,462)


At 31 March 2025
(6,462)


(1,290)


(2,096)


(11)


(9,859)


Amortisation expense
-


(78)


-


(9)


(87)


Disposal of subsidiaries (note 5.3)
6,462


1,368


2,096


20


9,946


At 31 March 2026
-
-
-
-
-
Goodwill
Brands &
trademarks
Customer
relationships
Website
Total
Carrying amount:
At 31 March 2026
-


-


-


-


-


At 31 March 2025
4,114


1,443


2


24


5,583


At 31 March 2024
15,576


1,292


84


29


16,981

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


25
17. Trade payables and other current liabilities

The carrying amount of trade payables and other current liabilities are assumed to be the same as fair
value due to the short-term nature of these amounts.
18. Borrowings

All borrowings are denominated in NZD.
18.1. Related party loans

The related party loans were payable to Wilshire Treasury Limited (refer note 26.3).
At 31 March 2025 the loan was repayable by Send Global on 1 April 2026. Interest was charged at the
current ANZ Bank business overdraft rate. The loan was secured by a general security agreement granted
by Send Global to Wilshire Treasury Limited and by a guarantee from AGE.
During the year BAI borrowed $0.74 million which was repayable on demand and no later than 11 June
2026. The loan was secured by a charge, future rights and mortgage over BAI’s property.
The related party loans were assigned or settled as part of the sale of subsidiaries transactions (note 5).
The weighted average interest rates on the related party loans during the period was 12.2% (2025:
5.93%).
2026
2025
NZ$000
NZ$000
Trade payables
112
4,018
Accruals
173
1,508
GST payable
-
142
Related party payables (note 26.3)
-
187
Unearned income
-
13
Other payables
-
3
285
5,871
Note
2026
2025
NZ$000
NZ$000
Related party loans
18.1
-
7,631
Bank loans (secured)
18.2
-
8,526
Other borrowings
-
28
Total borrowings
-
16,185
Current
-
3,811
Non-current
-
12,374
-
16,185
2026 2025
NZ$000 NZ$000
Balance at 1 April7,6315,888
Proceeds from loans 87017,824
Repayment of loans(213)(16,081)
Disposal of subsidiaries (note 5.3)(8,288)-
Balance at 31 March-7,631

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


26
18.2. Bank loans

At 31 March 2026 the Company had a financial guarantee facility of $20,000 relating to NZX listing bond
requirements (2025: $20,000).
At 31 March 2025, Send Global Limited and New Zealand Mail Limited had the following borrowing
facilities with ANZ Bank:
- a $2 million commercial flexi facility which reduced to $1,000,000 on 30 September 2025. The
facility was repayable on demand. Interest was payable at the ANZ commercial flexi facility floating
rate plus a 0.44% margin;
- a $5.5 million term facility which had a three year term to 31 March 2027. The facility was drawn
down in tranches with fixed interest for the fixed period of each tranche at the applicable BKBM
rate for that fixed period plus a 2.65% margin. The facility was fully drawn down in April 2024;
- a $3 million term facility which was repaid during the period and a further $4 million was borrowed
from ANZ Bank. This new loan was repayable on 29 May 2026. Interest was fixed for a period of 3
months at the applicable BKBM rate for that fixed period plus a 3.2% margin (31 March 2025: $3
million loan repayable 30 September 2025. Interest fixed at the applicable BKBM rate for that fixed
period plus a 2.65% margin); and
- two financial guarantee facilities totalling $975,596.
The facilities were secured by:
- unlimited guarantees and indemnities provided by Wilshire Holdings Limited and St Johns Trust
Limited covering the obligations of Send Global Limited, New Zealand Mail Limited and Filecorp NZ
Limited (refer note 26.3.1);
- a cross guarantee and indemnity provided by Send Global Limited, Filecorp NZ Limited and New
Zealand Mail Limited;
- general security agreements provided by Send Global and New Zealand Mail Limited; and
- a deed of postponement (postponing their debt to Send Global Limited) provided by Wilshire
Holdings Limited.
The weighted average interest rates on the bank loans during the year was 6.5% (2025: 7.34%).

2026
2025
NZ$000
NZ$000
Balance at 1 April
8,526
-
Proceeds from loans
4,079
11,000
Repayment of loans
(3,519)
(2,474)
Disposal of subsidiaries (note 5.3)
(9,086)
-
Balance at 31 March
-
8,526

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


27
19. Share capital


The table below details the movement in ordinary shares issued by the Company.


On 25 June 2025 the Company repurchased 11.9 million of its ordinary shares for nil consideration from
2384 Limited Partnership (‘2384 LP’) (note 5.4).
All ordinary shares on issue are fully paid, have equal voting rights, and share equally in dividends and
any surplus on winding up.
20. Share based payments reserve



2026
2025
NZ$000
NZ$000
At 1 April
6,924


6,632


Ordinary shares issued
-
342
Less: share issue costs
-
(50)
At 31 March
6,924


6,924


2026
2025
'000
'000
Ordinary shares as at 1 April
187,372


1,868,019


10 for 1 share consolidation
-


(1,681,217)


Ordinary shares issued
-


570


Share buyback
(11,900)


-


Ordinary shares as at 31 March
175,472


187,372


2026
2025
NZ$000
NZ$000
Balance as at 1 April
392


-


Share options issued
165


472


Share options forfeited
(330)


(80)


Transferred to accumulated losses on application of
realisation basis (note 2.2)
(227)


-


Balance as at 31 March
-


392


Share based payments are included in:
Employee benefit expense(152) 381
Consultant expenses(4) 11
(156) 392

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


28
21. Share options
The Company has a share option scheme for selected directors, employees and consultants of the
Company and its subsidiaries to purchase ordinary shares in the Company.

Under the terms of the Being AI Share Option Plan, on the sale of all or substantially all of the business
and assets of the Company, which occurred with the sale of Send Global on 11 December 2025 (note
5.2), all share options which had not vested expired. Also, for employees of the sold subsidiaries, their
vested share options also expired except for employees who continued to provide services to Being AI.
All outstanding options had vested at the reporting date (2025: none).
Each share options converts into one ordinary share of the Company on exercise. No amounts are paid or
payable by the recipient on receipt of the option. The options carry no rights to dividends and no voting
rights. Options may be exercised at any time from the date of vesting to the date of their expiry.
The weighted average contractual life of the share options outstanding at 31 March 2026 was 4.2 years
(2025: 7.2 years).
22. Financial instruments
22.1. Classes and categories of financial instruments
The Group has entered into a number of non-derivative financial instruments. The Group does not have
any derivative financial instruments (2025: nil).
The carrying values of financial assets and financial liabilities measured at amortised costs are detailed in
the table below. The carrying values of these items approximate their fair value and represent the
maximum exposures for each type of financial instrument.

Balance as at 1 April
2,937,000
$0.427
-
-
Granted during the year
-
-
4,937,000
$0.383
Forfeited during the year
(14,800)
$0.250
(2,000,000)
$0.318
Expired during the year
(2,527,600)
$0.442
-
-
Balance as at 31 March
394,600
$0.339
2,937,000
$0.427
Exercisable at 31 March
394,600
$0.339
-
-
2026
2025
Number of
Options
Weighted
average
exercise price
Number of
Options
Weighted
average
exercise price
2026 2025
NoteNZ$000 NZ$000
Financial assets at amortised cost
Cash and cash equivalents1289410
Receivables and other current assets13224,354
Total financial assets1114,764

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


29



22.2. Financial risk management objectives
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and
currency risk), credit and liquidity risk. The Group’s overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on its financial
performance.
Risk management is carried out under policies approved by the Board of Directors.
22.3. Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates
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 the market risk exposures within acceptable
parameters, while optimising the return on risk.
Interest rate risk is the risk that the fair value of the financial instrument or cash flows associated with
the instrument will fluctuate due to changes in market interest rates.
The Group’s interest rate risk exposure primarily relates to its exposure to variable interest rates on
borrowings. The interest rate risk exposure is currently not material enough to warrant the use of
interest rate swap contracts.
For the year ended 31 March 2026, a 1% variance in the borrowing interest rates throughout the year,
with all other variables remaining constant, would have had a $62,000 impact on the annual interest
expense payable on bank loans (2025: $49,000) and $48,000 impact on the annual interest expense
payable on related party loans (2025: $21,000).
22.4. Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when the
fall due. The Group’s liquidity risk is currently managed through the commitment made by Wilshire
Treasury Limited to advance to Being AI on demand the amounts necessary for the Company to pay all
reasonable out-of-pocket costs and expenses (including professional fees and disbursements to auditors,
accountants, legal advisers or other professional advisers) which are incurred by Being AI (refer notes 2.2
and 5.2). Wilshire Treasury Limited has committed to provide this support through to November 2026.
The Group currently has no means to manage liquidity risk when this commitment from Wilshire
Treasury Limited ends.
The following table provides a maturity analysis of the Group’s financial liabilities. Contractual cash flows
include contractual undiscounted principal and interest payments. The borrowings contractual cash
flows do not include interest payable because the Group’s ability to repay the loans was flexible and the
timing of repayments impacted on the amount of interest incurred.
2026
2025
NZ$000
NZ$000
Financial liabilities at amortised cost
Trade payables and other current liabilities
17
285
5,729
Borrowings - current
18
-
3,811
Borrowings - non current
18
-
12,374
Lease liabilities - current
15.2
-
285
Lease liabilities - non current
15.2
-
6,075
Total financial liabilities
285
28,274

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


30


22.5. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations and arises from cash and cash equivalents, and the Group’s
receivables. The Group’s maximum credit risk is represented by the carrying value of these financial
assets.
The credit risk associated with cash transactions and deposits is managed through the Group’s policies
that limit the use of counterparties to high credit quality financial institutions.
The Group minimised concentrations of credit risk in receivables by undertaking transactions with a large
number of customers. In addition, receivable balances are monitored on an ongoing basis with the
objective that the Group’s exposure to expected credit losses is minimised.
22.6. Capital risk management
The capital structure of the Group consists of equity, comprising issued capital and retained earnings,
and debt. As noted in note 2.2, the considered view of the Board is that, at the reporting date, the Group
does not have sufficient capital available to enable the Company to continue as a going concern for the
foreseeable future.

0-6 months 6-12 months 1-2 years 2-5 years 5+ years
NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000
As at 31 March 2026
Trade and other payables285 285 285 - - - -
Borrowings- - - - - - -
Lease liability- - - - - - -
285 285 285 - - - -
As at 31 March 2025
Trade and other payables5,729 5,729 5,729 - - - -
Borrowings16,185 16,182 2,300 1,500 12,381 - -
Lease liability6,360 12,498 391 395 806 2,001 8,905
Contingent consideration- - - - - - -
28,274 34,409 8,420 1,895 13,187 2,001 8,905
Carrying
amount
Contractual
cash flows

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


31
23. Subsidiaries

All subsidiaries are domiciled in New Zealand, with the exception of Being US Limited which is
incorporated in the United States. All subsidiaries have a balance date of 31 March.


Name of subsidiaryPrincipal activity2026 2025
Being Bidco LimitedNon trading100%100%
Being Holdco LimitedNon trading100%100%
Being US LimitedNon trading100%100%
Being Educated LimitedNon trading100%100%
Send Global LimitedCourier, business mail & logistics services-100%
New Zealand Mail LimitedCourier, business mail & logistics services-100%
Filecorp NZ LimitedFiling solutions-100%
G3 Property Holdings LimitedProperty management-100%
Send New Zealand LimitedNon trading-100%
Pete's Post LimitedNon trading-100%
AGE LimitedEducation-100%
Being Education GP LimitedNon trading-100%
Manawaroa GP LimitedNon trading-100%
Fingerprint IP LimitedNon trading-100%
Treehouse Technologies LimitedNon trading-100%
Ownership interest held
by Group at 31 March

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


32
24. Reconciliation of profit or loss after taxation with cash flow from operating
activities



2026
2025
NZ$000
NZ$000
Net profit/(loss) after taxation
7,004
(11,517)
Adjustments for:
Finance income
(1)
(75)
Share base payments
(155)
392
Depreciation on property, plant and equipment
52
276
Depreciation on right of use assets
223
541
Amortisation of intangible assets
87
208
Gain on disposal of subsidiary
(7,264)
(806)
Impairment of goodwill
-
6,462
Impairment of term receivable
-
1,100
Share of net loss of Tymestack.ai
-
125
Impairment of investment in Tymestack.ai
-
124
Interest on borrowings
334
630
Interest paid on lease liabilities
86
451
Interest on related party borrowings
390
388
Movement in deferred tax
(73)
(416)
Movements in working capital
(Increase) / decrease in receivables and other current assets
4,415
(416)
(Increase) / decrease in inventory
511
706
(Increase) / decrease in bond
502
(502)
Increase / (decrease) in trade payables and other current liabilities
(5,586)
(7,218)
Increase / (decrease) in student bonds
(135)
(15)
(Increase) / decrease in tax benefit
(12)
(644)
Movement in working capital due to disposal of subsidiary
(807)
389
Movement in working capital due to financing activities
(393)
6,554
Net cash received/(paid) from operating activities
(822)
(3,263)

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


33
25. Reconciliation of liabilities arising from financing activities





2026
2025
NZ$000
NZ$000
Borrowings:
At 1 April
16,185
5,898
Cash:
Proceeds from borrowings
5,094
29,384
Interest paid on borrowings
(328)
(981)
Payment of principal on borrowings
(3,903)
(19,136)
Non-cash:
Interest accrued on borrowings
326
1,020
Disposal of subsidairies (note 5.3)
(17,374)
-


At 31 March
-
16,185
2026 2025
NZ$000 NZ$000
Lease liabilities:
At 1 April6,3608,074
Cash:
Payment of lease liabilities principal(181)(315)
Interest paid on lease liabilities(86)(451)
Non-cash:
Lease liabilities recognised-1
Lease modifications-(1,400)
Interest on lease liabilities84451
Disposal of subsidairies (note 5.3)(6,177)-
At 31 March-6,360

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


34
26. Related parties
26.1. Directors
During the period the directors of the Company were Katherine Allsopp-Smith, Evan Christian (as
alternate director for Katherine), Gregory Cross, Paul Forno (CEO), Stephen Phillips and Michael Stiassny
(Chair).
26.2. Key management personnel compensation
Key management personnel are the Directors, the Chief Executive Officer and members of the executive
leadership team.
Key management personnel compensation is set out below.

26.3. Related party transactions and balances
The Group had the following transactions with related parties:
26.3.1. Katherine Allsopp-Smith (executive director) and Evan Christian (executive alternate director)
On 11 December 2025 the Company sold 100% of its shares in Send Global and certain other assets to
Wilshire Treasury Limited (‘Wilshire’). Wilshire is ultimately controlled by Katherine Allsopp-Smith and
Evan Christian (note 5.2).
Katherine Allsopp-Smith and Evan Christian each received a salary of $125,000 for the provision of
executive management services (2025: $125,000). Under the terms of the sale of Send Global Limited
and other assets to Wilshire (note 5.2), Katherine Allsopp-Smith and Evan Christian acknowledged that
neither of them had any further entitlement to payment of fees due to them by Being AI (whether in
their capacity as a director or a consultant), including $354,167 owed to them at the completion date.
On 2 May 2025 the Company sold its education group including AGE Limited (note 5.1).
Contemporaneous with the sale of the education group, Wilshire Treasury Limited agreed to reduce the
loan payable by the Group to Wilshire by $3.9 million.
On 11 December 2025 the Company sold 100% of its shares in Send Global and certain other assets to
Wilshire (note 5.2).
At 31 March 2025 the Group had $187,000 payable to 2061 Limited Partnership (‘2061 LP’) at the
reporting date for Katherine Allsopp-Smith’s and Evan Christian’s directors fees. 2061 Limited
Partnership (‘2061 LP’) is an entity controlled by Katherine Allsopp-Smith and Evan Christian.
During the year the Group’s bank borrowing facilities were secured by unlimited guarantees and
indemnities provided by Wilshire Holdings Limited and St Johns Trust Limited (refer note 18.2) (31 March
2025: same).
At 31 March 2025 the Group had a related party loans of $7.6 million from Wilshire. Details of
transactions on these related party loans are provided in note 18.1. Wilshire Treasury Limited is 100%
owned by the Christian Family Trust Limited which is controlled by Katherine Allsopp-Smith and Evan
2026
2025
NZ$000
NZ$000
Short term employee benefits - directors
278
1,255
Short term benefits - directors' fees
432
76
Short term benefits - consulting fees
-
103
Share-based payments - directors
(90)
261
Short term employee benefits - key management employees
245
2,131
Share-based payments - key management employees
(35)
146
830
3,972

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


35
Christian. Evan Christian is the sole director of Wilshire Treasury Limited. The Group was charged
$390,000 in interest by Wilshire in 2026 (2025: $388,000).
During the year ended 31 March 2025 2061 LP purchased 83,333 ordinary shares in the Company at
$0.60 per share under the Company’s share purchase plan in September 2024.
26.3.2. Paul Forno (executive director),
During FY25 Paul Forno was granted 1.51 million share options.
26.3.3. Greg Cross (director)
$3,354 was payable to Greg Cross at 31 March 2026 for directors fees (31 March 2025: $nil).
26.3.4. Stephen Phillips (director)
$2,917 was payable to Stephen Phillips at 31 March 2026 for directors fees (31 March 2025: $nil).
26.3.5. Michael Stiassny (director)
$6,708 was payable to Michael Stiassny at 31 March 2026 for directors fees (31 March 2025: $nil).
26.3.6. David McDonald (former CEO and executive director),
On 16 May 2025, and subsequent to David McDonald ceasing to be a director of the Company, the Board
announced that it had decided to close Project Treehouse (note 5.4). Related to the closure of the
project, the Board announced that BAI Group’s Chief Executive Officer, David McDonald had resigned.
In connection with the resignations, the Company agreed with 2384 Limited Partnership, an entity
associated with David McDonald, that 11,900,000 of the Company’s shares held by that entity were to be
subject to a share buyback by BAI for nil consideration (note 19).
2025
David McDonald received remuneration as CEO of the BAI group of $415,000.
On 29 November 2024 the Company entered into a share sale and purchase agreement to sell Being
Consultants Limited back to 2384 Limited Partnership (‘2384 LP’), the original vendor from whom the
Company purchased Being Consultants. 2384 Limited Partnership (‘2384 LP’) was an entity controlled by
David McDonald. The contingent consideration liability due to 2384 LP on the achievement of certain
milestones was cancelled as part of the sale of Being Consultants.
26.3.7. Sean Joyce (former executive director)
2025
Sean Joyce is the sole director and shareholder of Excalibur. Excalibur is a substantial product holder of
Being AI.
During FY25 Sean Joyce received a salary of $125,000 for the provision of executive management
services.
In December 2023, and prior to the reverse listing on 28 March 2024, the Group provided a loan of $2.0
million to Excalibur Capital Partners Limited (‘Excalibur’) to acquire shares in AGE Limited. The $2.0
million less a $1.1 million provision for impairment was recognised as a term receivable in the
Consolidated Statement of Financial Position. The loan had a five-year term, was interest free and was
secured over the shares held by Excalibur. The Company noted in the prior year that it would seek full
recovery of the term receivable but has reduced the carrying value of the term receivable by way of
provision amounting to $1.1 million, therefore reducing the balance to the value of its security. The loan
has been transferred as part of the sale of the Send Global Group and accordingly no longer forms part of
these financial statements (note 5.3).

Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2026


36
Excalibur purchased 16,666 ordinary shares in the Company at $0.60 per share under the Company’s
share purchase plan in September 2024.
26.3.8. Roger Gower (former independent director)
2025
Roger Gower purchased 5,000 ordinary shares in the Company at $0.60 per share under the Company’s
share purchase plan in September 2024.
27. Contingent liabilities
As at 31 March 2026, the Company is disputing a claim from a 3rd party for USD 210,000. The Company
is taking legal advice. Based on that legal advice, the directors believe that the Company has a strong
defence and therefore it is not probable that a material outflow of economic resources will be required
to settle the claim. Accordingly, no provision has been recognised in the financial statements.
Being AI has been named as a respondent in an Employment Relations Authority proceeding involving a
third party. Being AI was never in an employment relationship with the third party. The Company is
waiting on the documents to be filed with the claim, but the claim seeks unquantifiable damages from
Being AI. The Company’s legal advice is that the likelihood of such a claim being successful is remote.
28. Commitments
There were no commitments for capital expenditure at the reporting date (2025: nil).
29. Events subsequent to reporting date
There have been no material events subsequent to the reporting date that require adjustment to or
disclosure in the consolidated financial statements.

Auckland | Level 4, 21 Queen Street, Auckland 1010, New Zealand
Tauranga | 145 Seventeenth Ave, Tauranga 3112, New Zealand
+64 9 366 5000
+64 7 927 1234
info@williambuck.co.nz
williambuck.com

William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
*William Buck (NZ) Limited and William Buck Audit (NZ) Limited


Independent auditor’s report to the shareholders of Being AI
Limited
Report on the audit of the consolidated financial statements
Our opinion on the consolidated financial statements
In our opinion, the accompanying consolidated financial statements of Being AI Limited (the Company)
and its subsidiaries (the Group), present fairly, in all material respects:
— The consolidated financial position of the Group as at 31 March 2026, and
— Its consolidated financial performance and its cash flows for the year then ended
in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
What was audited?
We have audited the consolidated financial statements of the Group, which comprise:
— the consolidated statement of financial position as at 31 March 2026,
— the consolidated statement of profit or loss and other comprehensive income for the year then ended,
— the consolidated statement of changes in equity for the year then ended,
— the consolidated statement of cash flows for the year then ended, and
— notes to the financial statements, including material accounting policy information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), as applicable to audits of financial statements of
public interest entities. We have also fulfilled our other ethical responsibilities in accordance with
Professional and Ethical Standard 1 and the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company or any of its
subsidiaries.

Page | 38
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.


Basis of
Preparation
Area of focus
(refer also to note 2.2)

During the year, the two principal trading
operations of the Group were sold. At year
end, the Group consists of the parent and
several dormant entities.

The directors have concluded the going
concern basis of preparation is
inappropriate and the financial statements
have been prepared on a realisation basis.

Due to the impact of the basis of
preparation on the financial statements
balances and disclosures, this is
considered to be a key audit matter.


How our audit addressed the key
audit matter

Our audit procedures included:
— Obtained an understanding of
future cash forecast of the Group
— Obtained an understanding of any
available financial support from
related parties
— Assessed the basis of preparation
of the financial statements and the
disclosures relating to this basis of
preparation to ensure they are
appropriate.

Discontinued
operations

Area of focus
(refer also to note 5)

The two principal trading operations were
sold during the year. The financial
statements including prior year
comparatives have been updated to reflect
discontinued operations in line with NZ
IFRS 5.

The impact of discontinued operations
results in significant changes to financial
statement disclosures, and accordingly this
is considered to be a key audit matter.
How our audit addressed the key
audit matter

Our audit procedures included:
— Performed a recalculation of gain
on sale calculations
— Audited the current and prior year
discontinued operations
calculations and disclosures
— Reconciliation of 2025 discontinued
operations comparative presented
in the 2026 financial statements to
2025 signed financial statements
Fraud risk in
revenue
recognition

Area of focus
(refer also to notes 6 & 7

ISA 240 requires auditors to consider there
is a significant risk of fraud in revenue
recognition.
How our audit addressed the key
audit matter

Our audit procedures included:
— Obtained an understanding of
internal controls and procedures in

Page | 39
Other information
The directors are responsible for the other information. The other information comprises the Chair’s Report,
Shareholder and Statutory Information, Corporate Governance Statement and Directory included in the
Group’s annual report for the year ended 31 March 2026, but does not include the consolidated financial
statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this
auditor’s report, we conclude that there is a material misstatement of this other information, we are required
to report that fact.

We have nothing to report in this regard.
Directors’ responsibilities for the consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
financial statements in accordance with NZ IFRS,and for such internal control as the directors determine is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Revenue is a significant balance within the
financial statements and accordingly this is
a key audit matter.

All revenue recorded within these financial
statements relates to activities classified as
“Discontinued operations”. This revenue,
and the profit/loss resulting from this
revenue, is included within the
“Discontinued Operations” line item within
the Consolidated Statement of Profit or
Loss and Other Comprehensive Income.
place and assessed their
implementation
— Tested a sample of transactions
agreeing to supporting
documentation such as invoices,
delivery dockets (where applicable)
and receipt of monies in the bank
statement
— Performed analytical procedures
recalculating expected revenue
compared to actual revenue
— Performed a recalculation of gain
on sale of entities sold during the
year

Page | 40
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External
Reporting Board’s website:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Michael Wood.

Restriction on distribution and use
This independent auditor’s report is made solely to the shareholders, as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters which we are required to state to them
in the independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the shareholders, as a body, for our audit work,
this independent auditor’s report, or for the opinions we have formed.



William Buck Audit (NZ) Limited
Auckland, 28 May 2026

Being AI Limited
Shareholder and Statutory Information
For the year ended 31 March 2026


41
Stock exchange listing
The Group’s shares are quoted on the NZX Main Board. As at 28 April 2026, the Company had
175,471,901 ordinary shares on issue (31 March 2026: 175,471,901 ordinary shares).
Distribution of security holders
Details of the distribution of ordinary shares amongst shareholders at 28 April 2026 are set out below.

20 largest shareholdings
The 20 largest shareholdings at 28 April 2026 are provided in the table below.

Size of Holding
Number
%
Number
%
1-999
508


69.88%
64,487


0.04%
1,000-4,999
116


15.96%
237,576


0.14%
5,000-9,999
25


3.44%
163,931


0.09%
10,000-99,999
59


8.12%
1,903,766


1.08%
100,000 - 499,999
11


1.50%
2,376,616


1.35%
500,000 or more
8


1.10%
170,725,525


97.30%
727


100.00%
175,471,901


100.00%
Number of Security Holders
Number of Securities
NameNumber of
shares held
% of
shares held
2061 Limited Partnership109,470,356 62.39%
Te Turanga Ukaipo Charitable Trust25,000,000 14.25%
Excalibur Capital Partners Limited9,616,666 5.48%
Michael Peter Stiassny8,756,048 4.99%
New Zealand Depository Nominee Limited7,808,859 4.45%
C V I Trust Limited4,386,798 2.50%
Stephen Maurice Phillips4,386,798 2.50%
Suet Man Cheung1,300,000 0.74%
Jackson & Associates Limited400,000 0.23%
Johannes Lodewikus Cilliers380,000 0.22%
Arno Investments Limited305,000 0.17%
Jun Wu297,285 0.17%
Russell Graham Roberts230,682 0.13%
Guiping Chen163,202 0.09%
Ross Dix Harvey150,000 0.09%
A Reum Yun125,015 0.07%
Trinity Portfolio Limited120,000 0.07%
Anthony Theodore Bus105,432 0.06%
Ian John Hedgman100,000 0.06%
Wendi Kuang98,269 0.06%

Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2026


42
Substantial product holders
The following information is given pursuant to Section 293 of the Financial Markets Conduct Act 2013.
The following are recorded by the Company at 31 March 2026 as Substantial Product Holders in the
Company, and have declared the following relevant interest in quoted financial products under the
Financial Markets Conduct Act 2013:
Substantial product holder Relevant interest
2061 LP, E K Trust Limited and Evan Christian 134,533,689
Te Turanga Ukaipo Charitable Trust 25,000,000
Excalibur Capital Partners Limited 9,616,666
The total number of quoted financial products issued by the Company at 31 March 2026 were the
175,471,901 ordinary shares.
Directors
The names of the Company’s directors holding office during the year are:
Name Office held Date
Katherine Allsopp-Smith Executive director Appointed March 2024
Evan Christian Executive director (alternate to
K Allsopp-Smith)
Appointed March 2024
Gregory Cross Independent director Appointed March 2025
Paul Forno Executive director Appointed March 2025
Stephen Phillips Independent director Appointed March 2025
Michael Stiassny Independent director Appointed March 2025

The names of directors of the Group’s subsidiaries during the year were:
Name of subsidiary Director
AGE Limited Katherine Allsopp-Smith, Evan Christian
Being Bidco Limited Paul Forno
Being Education GP Limited Katherine Allsopp-Smith
Being Educated Limited Katherine Allsopp-Smith, David McDonald
Being Holdco Limited Paul Forno
Being US Limited Paul Forno
Filecorp NZ Limited Mike Dunshea, Paul Forno
Fingerprint IP Limited Katherine Allsopp-Smith, David McDonald
G3 Property Holdings Limited Mike Dunshea, Paul Forno

Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2026


43
Name of subsidiary Director
Manawaroa GP Limited Katherine Allsopp-Smith
New Zealand Mail Limited Mike Dunshea, Paul Forno
Pete's Post Limited Paul Forno
Send New Zealand Limited Paul Forno
Send Global Limited Evan Christian, Paul Forno
Treehouse Technologies Limited Mike Dunshea, David McDonald
Interests register
The following entries were made in the Company’s interest register during the year ended 31 March
2026:
The directors provided the following disclosure of entities in which, due to the nature of their
relationship, may be related parties to the Group, and transactions in which they have an interest.

Katherine Allsopp-Smith Nature of Interest Financial Interest
Being AI Limited Director and shareholder Executive
remuneration &
ownership
2061 LP Director and shareholder Ownership
Wilshire Treasury Limited Shareholder Ownership
Wilshire Holdings Limited Shareholder Ownership
On 11 December 2025 the Company sold 100% of its shares in Send Global and certain other assets to
Wilshire Treasury Limited.
At 11 December 2025 the Group had a related party loan of $9.0 million from Wilshire Treasury Limited.
This loan was forgiven as part of the consideration received by Being AI for the sale of Send Global
Limited to Wilshire Treasury Limited.
Up until 11 December 2025 Katherine Allsopp-Smith received a salary of $125,000 per annum for the
provision of executive management services. This remained unpaid at 11 December 2025 and the
outstanding amount was forgiven as part of the consideration received by Being AI for the sale of Send
Global Limited to Wilshire Treasury Limited.

Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2026


44
Evan Christian Nature of Interest Financial Interest
Being AI Limited Director and shareholder Executive
remuneration &
ownership
2061 LP Director and shareholder Ownership
Wilshire Treasury Limited Director and shareholder Ownership
Wilshire Holdings Limited Director and shareholder Ownership
Evan Christian is an alternate for Katherine Allsopp-Smith.
On 11 December 2025 the Company sold 100% of its shares in Send Global and certain other assets to
Wilshire Treasury Limited.
At 11 December 2025 the Group had a related party loan of $9.0 million from Wilshire Treasury Limited.
This loan was forgiven as part of the consideration received by Being AI for the sale of Send Global
Limited to Wilshire Treasury Limited.
Up until 11 December 2025 Evan Christian received a salary of $125,000 per annum for the provision of
executive management services. This remained unpaid at 11 December 2025 and the outstanding
amount was forgiven as part of the consideration received by Being AI for the sale of Send Global Limited
to Wilshire Treasury Limited.

Greg Cross Nature of Interest Financial Interest
Being AI Limited Director and shareholder
Directors’ fees &
ownership
Cross Ventures Limited Director and shareholder
Professional fees &
ownership

Paul Forno Nature of Interest Financial Interest
Being AI Limited Director and CEO Share options
Send Global Limited Director and CEO
Employee
remuneration
New Zealand Mail Limited Director None
Filecorp Limited Director None
G3 Property Holdings Director None

Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2026


45
Michael Stiassny Nature of Interest Financial Interest
Being AI Limited Director and shareholder Directors’ fees &
ownership
MS10 Limited T/A Stiassny + Co Director & shareholder Ownership

Steve Phillips Nature of Interest Financial Interest
Being AI Limited Director and shareholder
Directors’ fees &
ownership

Other directors of subsidiary companies
The following entries were made in the interest registers of subsidiary companies during the year ended
31 March 2026:
Mike Dunshea Nature of Interest Financial Interest
New Zealand Mail Limited Director None
Filecorp Limited Director None
G3 Property Holdings Limited Director None
Directors’ relevant interest in equity securities
As at 31 March 2026 the directors of the Group held the following relevant interests in quoted financial
products and financial products that may convert to quoted financial products.


Ordinary
NameSharesVestedNot vested
Katherine Allsopp-Smith134,470,356- -
Evan Christian134,553,689- -
Paul Forno- 301,800-
Gregory Cross4,386,798- -
Stephen Phillips4,386,798- -
Michael Stiassny8,756,048- -
Share options granted

Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2026


46
Directors’ remuneration
During the year the following remuneration and other benefits were paid or payable to directors of the
Group. The amounts below reflect the remuneration related expenses included in the Group’s
consolidated financial statements.

BAI Group permanent employees do not receive additional remuneration for acting as directors of
subsidiary companies.
Directors' indemnification
The Group indemnifies all current directors of the Group against all liabilities which arise out of the
performance of their normal duties as directors, unless the liability relates to conduct involving lack of
good faith.
Auditor
William Buck is the auditor for the Group. Audit fees due and payable to the auditor for the year ended
31 March 2026 were $65,000.
Chief Executive Officer’s (‘CEO’s’) remuneration
Paul Forno is CEO of Being AI Limited. He receives no remuneration or benefits in his role as CEO of the
Company. Paul Forno is also CEO of Send Global Limited. The remuneration he received for this role is
disclosed in the Directors’ remuneration section above.
Employee remuneration
The number of employees, not being directors of the Company disclosed in the Directors’ renumeration
section above, within the Group receiving annual remuneration and benefits above $100,000 are:


Directors'
fees
Employee
remuneration
Share based
payments
Total
NZ$000
NZ$000
NZ$000
NZ$000
Directors of Being AI Limited
Katherine Allsopp-Smith
84
-
-
84
Evan Christian
84
-
-
84
Gregory Cross
83
-
-
83
Paul Forno
-
278
(90)
188
Stephen Phillips
52
-
-
52
Michael Stiassny
130
-
-
130
RemunerationNumber
$150,000 - $159,9991
$220,000 - $229,9991
$260,000 - $269,9991

Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2026


47
Donations
No donations were made by the Group during the year.
Exercise of NZ RegCo’s powers
NZ RegCo suspended the Company’s shares from trading in the period from 3 February 2025 until
14 April 2025.
The suspension was initially due to the resignations of BAI’s two independent directors which resulted in
the Company did not meeting the NZX Listing Rules governance requirements relating to Board and audit
committee composition, including as to the minimum number of directors and independent directors.
On 31 March 2025 BAI announced the appointment of new independent, non-executive directors.
Following those appointments, BAI complied with the NZX Listing Rules governance requirements
relating to Board and audit committee composition.
On 31 March 2025 NZ RegCo advised the market that the suspension would remain in place, pending the
release of a cleansing statement by BAI in the form of a trading update. BAI provided this market update
on Friday 11 April 2025 and trading in the ordinary shares in the Company resumed on Monday 14 April
2025.
NZX Waivers
BAI has not relied on any waivers issued by the NZX in the 12 months ended 31 March 2026.

Being AI Limited
Board of Directors



48
Michael Stiassny (Chair)
Michael is a pre-eminent business advisory and restructuring specialist, holding both commerce and law
degrees from the University of Auckland. A Chartered Fellow and past President of the New Zealand
Institute of Directors, Michael has built a high-profile governance career and is currently Chairman of
Tower Limited, 2 Cheap Cars Group Limited, and Director of Tegel Group Holdings Limited and New
Talisman Gold Mines Limited.
Michael Stiassny is the Chair of BAI and is also a member of BAI’s Risk & Audit and Remuneration
committees.
Katherine Allsopp-Smith
Katherine is a Design Graduate from Auckland University of Technology. Katherine along with Evan are
both currently involved with 2061 LP, Send Global and Wilshire Property Group.
Katherine’s passions lie at the intersection of business, environmental sustainability and emotional
wellbeing.
Evan Christian (as alternate to Katherine Allsopp-Smith)
Evan Christian is a New Zealand born technology entrepreneur, recently known for his association with
AGE School which he co-foundered with his partner Katherine Allsopp-Smith in 2017. Evan is a Computer
Science Graduate from Auckland University. Evan made his initial fortune through Transport
Investments, one of New Zealand’s largest transport and logistics group, which was sold in 1996. He was
a former director and shareholder of Tech Trans LLP(Fintech), Albano Healthcare (NZX Aged Care), Zintel
Communications (NZX telecommunications), Advantage Group (NZX Fintech) and United Electricity
(Retailer) amongst others.
Greg Cross
Greg Cross is an experienced global entrepreneur and technology executive with a focus on
commercialising deep technology research. He founded native AI company, Eighty20.AI in 2024. In 2016
he co-founded Soul Machines, quickly establishing it as a leading artificial intelligence research company
backed by international investors. Earlier in his career, he was a founder of PowerbyProxi, a company
that was sold to Apple.
He has also been Chair of SLI Systems, Vice-Chair of Metservice and Chairman of NZTE’s Beachhead
Board. Greg was recognized by the World Economic Forum as a Technology Pioneer for his work in the
field of Artificial Intelligence in 2018 and in 2019 he was inducted into New Zealand's Technology Hall of
Fame as the recipient of the Flying Kiwi Award.
Greg Cross is Chair of the Remuneration Committee and is also a member of BAI’s Risk & Audit
Committee.

Being AI Limited
Board of Directors (continued)



49
Paul Forno
Paul is Chief Executive Officer of Send Global, Acting Chief Executive Officer of Being AI, and is an
experienced executive, having held senior executive positions in various other large New Zealand
companies over the past 25 years. Paul has worked in the government, not for profit, media and
education sectors. More recently, Paul has worked in the services sector, running his own consultancy
business. In addition to his senior executive positions, he has also held several directorships in
companies across New Zealand.
Paul has been responsible for driving several significant change management programmes and is known
for his down-to-earth approach, and as leader that gets the best out of his team members.
Outside of his professional career, Paul enjoys spending time with his wider family, the outdoors and
renovating properties.
Steve Phillips
Steve Phillips has a forty-year career in CEO, Managing Director and governance positions including as a
chair, director and audit committee chair of numerous public and private entities. His expertise in
strategic planning and facilitation led him to work with Cin7, Brierley Investments, Blue Star Group, G3
Group Limited, Boise Corporation, U.S. Office Products, Ngai Takatu Iwi, Te Runanga O Whaingaroa and
many minor entities. Steve retired from his last governance position in 2020.
Steve Phillips is Chair of the Risk & Audit Committee. He is also a member of BAI’s Remuneration
Committee.

Being AI Limited
Corporate Governance Statement
For the year ended 31 March 2026

50
The Board is committed to achieving best-practice corporate governance and the highest ethical
behaviour across its directors. The governance principles adopted by the Board are designed to achieve
these goals.

This statement is a summary of the Corporate Governance arrangements approved and observed by the
Board as at 31 March 2026.
Code of ethics
The Board has documented a code of ethics. The code of ethics details the standards of ethical behaviour
on which the directors and employees of the Company and its subsidiaries (‘the Group’) are required to
conduct their professional lives.
Role of the Board
The objective of the Board is to enhance shareholder value by directing the Company in accordance with
sound governance principles. The Board assumes the following primary responsibilities.
• Formulation and approval of the strategic direction, objectives and goals of the Company;
• Monitoring the financial performance of the Company, including approval of the Company’s
financial statements;
• Ensuring adequate internal control system and procedures exist and that compliance with these
systems and procedures is maintained
• Review of performance and remuneration of directors and executive officers; and
• Establishment and maintenance of appropriate ethical standards for the Company to operate by.
A formal Governance Code has been adopted by the Board and further outlines directors’
responsibilities.
The Board internally evaluates its performance and continues to assess the size, diversity and skills of the
Board.
Board composition
In accordance with the Company’s constitution and the NZX Listing Rules, the Board will comprise not
less than three directors. The Board will be comprised of a mix of persons with complimentary skills
appropriate to the Company’s objectives and strategies. The Board must include not less than two
persons who are deemed to be independent.
Being AI’s Board currently comprises the following directors
Michael Stiassny Independent Director Chairperson
Greg Cross Independent Director Chair of the Remuneration Committee
Steve Phillips Independent Director Chair of the Risk & Audit Committee
Katherine Allsopp-Smith Executive Director
Evan Christian Executive Director As an alternate to K Allsopp-Smith
Paul Forno Executive Director Chief Executive Officer

Being AI Limited
Corporate Governance Statement (continued)
For the year ended 31 March 2025


51
As set our above, Michael Stiassny, Greg Gross and Steve Phillips are considered by the Board to be
independent directors, as defined under the NZX Listing Rules, as at 31 March 2026. This determination
has been made on the basis that neither Mr Stiassny, Mr Cross nor Mr Phillips are employees of the
Group, nor do they have any ‘Disqualifying Relationship’ as that term is defined in the Listing Rules.
The Board consider that it has the right balance for the size and structure of the Company. The Board will
continue to reassess this going forward to ensure that the balance of Board members remains
appropriate for the Company’s needs.
Information about each director is included in the Annual Report.
Board meetings
Board meetings are held at lease quarterly and are attended by key management personnel, as required.
Additional meetings will be held as and when required. Board meetings involve discussion and review of
health and safety, finances, market information, strategy and relevant operational matters.
The following table shows Director attendance at Board meetings for the 2025 financial year.
Board member Board meetings attended
Michael Stiassny 5
Greg Cross 5
Steve Phillips 5
Katherine Allsopp-Smith 5
Evan Christian 5
Paul Forno 5
Criteria for Board membership
When a vacancy arises, the Board will identify candidates with a mix of diversity, capabilities and
perspectives considered necessary for the Board to carry out its responsibilities effectively. A director
appointed by the Board must stand for election at the next annual meeting. At each Annual Meeting one
third of directors must retire by rotation. A director may not hold office for longer than three years or
past the third annual meeting following that director’s appointment. Retiring directors are eligible for
re-election.
Board committees
The Board has established an Audit Finance and Risk Committee and a Remuneration, Nomination and
Health and Safety committee.
The Audit, Finance, and Risk Committee operates under a charter approved by the Board and is
accountable for:
• the business relationship with and the independence of external auditors;
• the reliability and appropriateness of the disclosure of the financial statements and external
financial communication;
• and the maintenance of an effective business risk management framework, including compliance
and internal controls.
Meetings are held not less than twice a year having regard to the Company’s reporting and audit cycle.
Key risk management tools used by Being AI include the audit committee function, outsourcing of certain
functions to experts, internal controls, financial and compliance reporting procedures and processes,
business continuity planning and insurance.

Being AI Limited
Corporate Governance Statement (continued)
For the year ended 31 March 2025


52
The current members of the Audit, Finance, and Risk Committee are Steve Phillips (Chair), Greg Cross
and Michael Stiassny.
The Remuneration, Nominations and Health and Safety Committee operates under a charter approved
by the Board and is accountable to the Board for:
• the appointment remuneration and evaluation of the CEO and succession planning in relation to
them;
• the remuneration of the leadership team;
• reviewing risks and compliance with statutory and regulatory requirements relative to human
resources;
• reviewing health and safety policies to ensure the Company is providing a safe working environment
for all employees and contractors; and
• recommending to the Board candidates to be appointed as a director.
The current directors of the Remuneration, Nominations and Health and Safety Committee are Greg
Cross (Chair), Steve Phillips and Michael Stiassny.
Health and safety
The Board ensures that the Company effectively manages health and safety. Providing leadership and
securing and allocating resources, as well as ensuring the Company has appropriate people systems and
equipment to manage the risks related to its work activities, are important aspect of the Board's
responsibility to health and safety management. The Group has a health and safety incident reporting
system by which it reports incidents to the Board for its information review and assurance.
Diversity
The Board recognise the wide-ranging benefits that diversity brings to an organisation. The Company
endeavours to incorporate diversity to ensure a balance of skills and perspectives are available to benefit
our shareholders.
As at 31 March 2026, the gender balance of the Company's directors and officers were as follows.

2026 2025
Female Male Female Male
Directors 1 4 1 4
Officers (excluding Directors) - 1 - 1
1 5 1 5

Being AI is committed to fostering an equitable, diverse and inclusive workplace where all employees
feel valued and empowered to contribute their unique perspectives. This commitment is founded on the
principles of the companies in the Group. It helps drive innovation and creativity and aligns with the
Group’s values as a responsible participant in the New Zealand corporate landscape.
Trading in Shares
The Company has a detailed financial products trading policy applying to all directors and employees.
The procedures, outlined in this policy, must be followed by all directors and employees to obtain
consent to trade the Company's shares. Under the policy, trading restrictions apply during the following
specific blackout periods:

Being AI Limited
Corporate Governance Statement (continued)
For the year ended 31 March 2025


53
• two weeks before 30 September until 48 hours after half-year results are released to NZX;
• two weeks before 30 March until 48 hours after the full year results are released to NZX; and
• and 30 days prior to release of an offer document (such as a product disclosure statement or
prospectus) for a general offer of the same class of restricted securities.
Outside the blackout periods, specified above, dealing is subject to the notification consent requirements
outlined in the policy.
Continuous disclosure
The Company has in place procedures designed to ensure compliance with the NZX Listing Rules such
that all investors have equal and timely access to material information concerning the Company,
including its financial situation, performance, ownership, and governance.
Announcements are factual and presented to in a clear and balanced way. Significant market
announcements, including the announcements of the half year and full-year results and the financial
statement for those periods, require review by the Board prior to release.
The group's market disclosure policy has been put in place to ensure that the Company complies with its
continuous disclosure obligations at all times.
Corporate governance best practice code
During the year ended 31 March 2026 the Company has followed the NZX Corporate Governance best
practise code in all material aspects with the following exceptions:
Reference Recommendation Alternative Governance Practice and
Reason for the Practice
Recommendation 4.2
An issuer should make its code of ethics,
board and committee charters and the
policies recommended in the NZX code,
together with any other key government
documents available on its website.
These documents were removed from the
Being AI website in FY25 and have recently
been put back there.
Recommendation 4.4 An issuer should provide non-financial
disclosure at least annually including
considering environmental, economic
and social sustainability factors and
practices. It should explain how
operational or non-financial targets are
measured. Non-financial reporting
should be informative, include forward-
looking assessments and align with key
strategies and metrics monitored by the
Board.
Being AI is now a listed shell company. There
are no relevant non-financial measures to
report.
Recommendation 6.1
An issuer should have a risk
management framework for its business
and the issuer’s Board should receive
and review regular reports. An issuer
should report the material risks facing
the business and how these are being
managed.
Being AI does not have a group wide risk
management policy or risk management
framework. However, key risks for the
Group were a regular topic of discussion at
Board meetings.

Being AI Limited
Directory



54
Registered Office
14 Honan Place
Avondale
Auckland

Website
www.beingai.group

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


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


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


Steve Phillips
Independent Director

Paul Forno
Executive Director and Acting CEO

Greg Cross
Independent Director

Katherine Allsopp-Smith
Executive Director

Evan Christian
Executive Director
(Alternate to K Allsopp-Smith)

---

Results announcement




Results for announcement to the market
Name of issuer Being AI Limited
Reporting Period 12 months to March 2026
Previous Reporting Period 12 months to March 2025
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$0 -100.0%
Total Revenue $25,341 -38.2%
Net profit/(loss) from
continuing operations
$(1,552) 71.3%
Total net profit/(loss) $7,004 160.8%%
Interim/Final Dividend
Amount per Quoted Equity
Security
The Company does not propose to pay a dividend at this time.
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$(0.001) $(0.070)

A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer to the market release and audited financial statements for the
year ended 31 March 2026 that accompany this announcement.
Authority for this announcement
Name of person authorised to
make this announcement
Michael Stiassny
Contact person for this
announcement
Mike Dunshea
Contact phone number +64 27 579 8687
Contact email address mike.dunshea@beingai.group
Date of release through MAP 29 May 2026

Audited financial statements accompany this announcement.