2025 Annual Report
Being AI Limited
Annual Report
For the year ended 31 March 2025
1
Table of Contents
Chair’s Report 2
Consolidated Financial Statements 5
Independent Auditor’s Report 47
Shareholder and Statutory Information 52
Board of Directors 60
Corporate Governance Statement 62
Directory 67
Being AI Limited
Chair’s Report
2
Being AI Limited faced significant challenges in the fiscal year ending 31 March 2025 (FY25), marked by
financial losses, governance instability and operational setbacks. This Annual Report outlines the key
financial results, operational challenges and strategic developments undertaken to stabilise the
Company.
Summary of Key Financial Results
(Figures are quoted in NZ dollars)
• Revenue: $40.10 million
• Operating EBITDA loss: $3.94 million
• Net loss before tax: $11.98 million
• Negative equity: $6.99 million
Financial Overview
Being AI Limited recorded revenue of $40.10 million. Despite efforts to streamline operations and raise
external capital to fund growth, the Company delivered an operating EBITDA loss of $3.94 million. A
goodwill impairment of $ 6.46 million and $1.1 million impairment of the Excalibur Loan then
contributed to taking that EBITDA loss down to a net loss before tax of $11.98 million. While Send Global
continued to perform well in FY25, its contributions were insufficient to offset the overheads incurred by
the wider Being AI group.
The$6.46 million goodwill impairment arose from:
• the close down of Project Treehouse
1
after it failed to secure external funding or implement pilot
customer programmes ($5.96 million); and
• a projection that the value of Filecorp future cash flows did not justify the value of goodwill in the
balance sheet
2
($0.5 million).
In addition to the goodwill impairment, Being AI Limited made a provision of $1.1 million against the $2
million loan extended to Excalibur, an entity owned by Sean Joyce, Being AI’s original chairman.
This provision was made due to uncertainties regarding the value of the security backing the loan. The
security consists of Being AI shares and Arria NLG shares owned by Excalibur. The value of Being AI
shares has declined, and the Company has been unable to determine the current market value of the
Arria NLG shares. The loan is scheduled for repayment at the end of 2028, and Being AI Limited will
continue to pursue all opportunities to collect the full amount.
The impact of these impairments has reduced equity to negative $6.99 million as illustrated in the
accompanying Consolidated Statement of Changes in Equity.
Our Auditors issued a qualified audit report in the year ended 31 March 2024 in relation to the $10.96
million value of the BCL goodwill asset and the related $5.6 million contingent consideration liability
disclosed at 31 March 2024. Both balances have now been disposed of and accordingly do not remain in
the 31 March 2025 balance sheet. However, the impact of this prior year qualification extends to certain
1
In this document Project Treehouse refers to Agentic Commerce as well as the Company’s other AI initiatives.
2
Under NZ IAS 36, each year Being AI is required to assess the carrying value of certain assets in the Company’s
balance sheet.
Being AI Limited
Chair’s Report (continued)
3
opening balances in 2025 (page 47). This qualification does not impact the closing balances for the 2025
Financial Year.
Operational Challenges
The financial year was marked by significant operational challenges, including multiple changes in
directors and substantial cash burn to support Project Treehouse. These factors contributed to the
Company's financial difficulties and operational inefficiencies.
Listing rule compliance
Due to circumstances beyond Being AI’s control, the resignation of former directors, Brett O’Riley and
Andy Higgs, led to the Company failing to comply with NZX Listing Rule 2.1.1 as the Board then lacked
sufficient independent directors. As a result, Being AI Limited was placed in a trading halt from 3
February to 14 April 2025 awaiting the appointment of new independent directors, further impacting its
ability to operate effectively.
On 31 March 2025, the appointment of independent directors, Michael Stiassny, Greg Cross and Steve
Phillips brought the Company back into compliance. They joined existing non-independent board
members, Katherine Allsopp-Smith and Paul Forno.
Inability to attract and secure investment
Being AI sought to raise new capital for deployment and investment across the Group’s business
divisions. The new capital was sought through a share purchase plan for existing BAI shareholders and a
concurrent general offer to non-BAI shareholders. Of the 9,340,000 new ordinary shares in BAI on offer,
BAI received subscriptions for 570,025 new shares (being just over 6% of the shares offered), raising only
$350,000 before legal costs.
Subsequently BAI explored opportunities to raise new capital from external sources for Project
Treehouse. While there was some initial non-binding interest from related-party investors (not
connected to Wilshire), no reasonable offers in the interests of all BAI shareholders were received.
BAI Subsidiaries Update
Being Consultants
Being Consultants failed to make any substantive progress towards its revenue budgets in the eight
months to November 2024. It was subsequently sold to 2384 LP, as previously disclosed in the half year
results released on 30 September 2024.
Being Ventures
Being Ventures did not identify suitable investment opportunities aligned with its original goal of
transforming legacy businesses through AI, and therefore has not contributed to the Company's financial
performance.
Tymestack
Tymestack provides an AI-driven price optimisation engine that minimises gross margin losses in retail
price markdowns, boosts sales and reduces waste.
In the 30 September interim accounts, the Group recognised a full $240,000 impairment of its
investment in Tymestack. This impairment was due to uncertainties surrounding Tymestack’s ability to
Being AI Limited
Chair’s Report (continued)
4
secure sufficient funding to complete development of the engine, which is crucial for a successful market
launch and to cover operational costs until the Company becomes cash flow self-sufficient.
On 31 October 2024 the parties agreed a variation to the original agreements in which the Company’s
investment in Tymestack was changed to a 10% shareholding with no further obligation to provide
additional funding or services.
Strategic Review and Post-Balance Date Developments
Since the balance date, the new Board has focused on a strategic review aimed at stabilising the
Company's financial position. To date, key actions taken include significantly reducing personnel,
implementing operational cost savings, closing Project Treehouse, and divesting Being Education,
allowing the Company to move back to profitability. This strategic review is ongoing.
Project Treehouse
A comprehensive review determined that the project would continue to incur negative cash flows.
Consequently, Project Treehouse was shut down on 16 May 2025, to prevent further losses and protect
shareholder value.
At that time, Being AI accepted the resignations of: Group Chief Executive Officer, David McDonald; Chief
Technology Officer, Nicolas Fourrier; and the remaining personnel supporting Project Treehouse.
Being Education
In May 2025, Being Education was divested to Crimson Education Group, a strategic move that
eliminated $3.9 million in Being AI group debt owed to Wilshire Treasury, along with a portion of trading
liabilities.
Additional Funding
On 11 April 2025, Being AI secured $500,000 of funding from Wilshire Treasury which was used to retire
bank debt, further improving the Company's financial position.
Current Situation
Being AI Limited now consists of two primary operating companies, New Zealand Mail Limited and
Filecorp Limited, and their holding company Send Global. This Group continues to operate profitably.
Strategic Outlook
The Board of Directors’ strategic review is now focused on the future of the Being AI Group including its
management, assets and remaining group of companies, Send Global. Further market announcements
will be made in due course.
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 2025
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
5
Note2025 2024
NZ$000 NZ$000
Revenue540,99340,409
Cost of sales(31,865)(32,193)
Gross Profit9,1288,216
Other operating income6771135
Finance income7598
Expenses
Labour related expenses7.1(7,908)(3,372)
Depreciation and amortisation expenses7(1,023)(1,064)
Property expenses(214)(183)
Other operating expenses7(4,335)(1,826)
Profit/(loss) from operations(3,506)2,004
Finance expense7.2(1,469)(616)
Gain on disposal of subsidiary26806-
Impairment of goodwill17(6,462)-
Provision for impairment of term receivable32.3(1,100)-
Share of net loss of Tymestack.ai28(125)-
Impairment of investment in Tymestack.ai28(124)-
Reverse acquisition share based payment29-(1,693)
Reverse listing expenses-(67)
Loss before income tax(11,980)(372)
Income tax (expense)/benefit9463(697)
Loss for the year after taxation(11,517)(1,069)
Other comprehensive income--
Total comprehensive loss for the year
(11,517)(1,069)
Loss per share
Basic and diluted loss per share (NZ$)11(0.1144)(0.0106)
Being AI Limited
Consolidated Statement of Changes in Equity
For the year ended 31 March 2025
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
6
Note
Share
capital
Share based
Payments
Accumulated
lossesTotal equity
NZ$000 NZ$000 NZ$000 NZ$000
Balance at 1 April 20233,944-1,6535,597
Loss for the year--(1,069)(1,069)
Total comprehensive income for the year--(1,069)(1,069)
Transactions with owners in their capacity as owners
Dividends declared10--(2,001)(2,001)
Share buyback 10,21(3,943)-(1,370)(5,313)
Shares issued on reverse acquisition291,631--1,631
Shares issued on business acquisition5,000--5,000
Balance at 31 March 20246,632-(2,787)3,845
Balance at 1 April 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 period21342--342
Less: share issue costs(50)--(50)
Share options issued22,23-392-392
Balance at 31 March 20256,924392(14,304)(6,988)
Being AI Limited
Consolidated Statement of Financial Position
As at 31 March 2025
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
7
These consolidated financial statements were approved by the Board on 30 June 2025.
Signed on behalf of the Board by:
Michael Stiassny Stephen Phillips
Director Director
Note2025 2024
NZ$000 NZ$000
Current assets
Cash and cash equivalents
12
4102,215
Receivables and other current assets
13
4,4714,055
Inventories
14
5111,217
Total current assets5,3927,487
Non-current assets
Term deposit-22
Term receivable
32.3
9002,000
Property, plant and equipment152,6452,745
Right-of-use assets16.15,9867,926
Goodwill - Being Consultants Limited17-10,962
Goodwill - other entities174,1144,614
Other intangible assets171,4691,405
Bond502-
Deferred tax asset9.3567151
Total non-current assets16,18329,825
Total assets21,57537,312
Current liabilities
Trade payables and other current liabilities185,87113,089
Taxation payable12656
Borrowings193,8115,897
Lease liabilities16.2285450
Total current liabilities9,97920,092
Non-current liabilities
Borrowings1912,3741
Student bonds135150
Contingent consideration20-5,600
Lease liabilities16.26,0757,624
Total non-current liabilities18,58413,375
Total liabilities28,56333,467
Net assets
(6,988)3,845
Equity
Share capital216,9246,632
Share based payments reserve22392-
Accumulated losses(14,304)(2,787)
Total equity
(6,988)3,845
Being AI Limited
Consolidated Statement of Cash Flows
For the year ended 31 March 2025
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
8
Note2025 2024
NZ$000 NZ$000
Cash flows from operating activities
Receipts from customers40,64741,999
Government grants received410113
Payments to suppliers and employees(43,218)(40,746)
Payment of bond(502)-
Income tax (paid)/refunded(600)72
Net cash (used in)/from operating activities30(3,263)1,438
Cash flows from investing activities
Interest received7598
Proceeds from term deposit22-
Payments for property, plant and equipment(199)(69)
Receipts from sale of property plant and equipment2236
Payments for intangible assets(76)(7)
Investment in Tymestack.ai(249)-
Payment for acquisition of business(200)-
Net cash outflows on disposal of subsidiary(176)-
Payments for related party short-term loans-(1,864)
Cash received from business acquisition-21
Net cash used in investing activities(781)(1,785)
Cash flows from financing activities
Proceeds from borrowings29,3848,299
Principal repayment of borrowings(19,136)(7,545)
Interest paid on borrowings(981)(375)
Principal repayment of lease liabilities(315)(420)
Interest paid on lease liabilities(451)(144)
Payment of related party payable(6,554)-
Proceeds from issue of share capital342-
Payment of share issue costs(50)-
Dividends paid-(734)
Net cash used in financing activities2,239(919)
Net decrease in cash and cash equivalents(1,805)(1,266)
Cash and cash equivalents at the beginning of the year2,2153,481
Cash and cash equivalents at the end of the year
124102,215
Being AI Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
9
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.
The Group was formed by a reverse acquisition on 28 March 2024 of Being AI Limited by Send Global
Limited (and subsidiaries) and AGE Limited (refer note 29).
Being AI Limited was formed to create a Group positioned for the business transformation impact that
will result from AI and similar advanced technologies. The Group’s strategy was to build, advise, and
invest in this disruption. After the May 2025 closure of Project Treehouse (note 35.2) and divestment of
the Education Group (note 35.1), Being AI Limited now consists of two primary operating companies,
New Zealand Mail Limited and Filecorp Limited, and their holding company Send Global. The Being AI
Board is currently undertaking a review of the Group’s strategic options, and these will be announced to
the market in due course.
Being AI is the legal holding company for the Group. Details of subsidiary companies and their principal
activities are set out in note 25.
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’), International Financial Reporting Standards (‘IFRS’), 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
The consolidated financial statements have been prepared 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 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 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;
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
10
• 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.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies in line with the Group's accounting policies.
All intragroup assets, liabilities, equity, income, expenses, and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method unless they involve entities or
businesses under common control.
The consideration transferred in a business combination is measured at fair value. Acquisition related
costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at
their fair value at the acquisition date, except that deferred tax assets or liabilities, and liabilities related
to employee benefit arrangements, are recognised and measured in accordance with NZ IAS 12 Income
Taxes and NZ IAS 19 Employee Benefits respectively.
Goodwill is measured as the excess of the sum of the consideration transferred over the net of the
acquisition‑date amounts of the identifiable assets acquired, and the liabilities assumed.
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. Under the equity method, an investment in an associate is recognised
initially in the Consolidated Statement of Financial Position at cost and adjusted thereafter to recognise
the Group’s share of the profit or loss and other comprehensive income of the associate. When the
Group’s share of losses of an associate exceeds the Group’s interest in that associate, the Group
discontinues recognising its share of further losses. Additional losses are recognised only to the extent
that the Group has incurred legal or constructive obligations or made payments on behalf of the
associate.
When a group entity transacts with an associate, profits and losses resulting from the transactions with
the associate are recognised in the Group’s consolidated financial statements only to the extent of
interests in the associate that are not related to the Group.
2.4 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 (continued)
For the year ended 31 March 2025
11
Education services
The Group provides an online virtual and physical school. School fees and revenue from related services
are recognised over the school term or year to which they relate. Revenues for school activities are
recognised at a point in time when the activity is completed. Revenue from the sale of goods, such as
stationery and school lunches, are recognised at a point in time upon delivery when control has been
transferred to the buyer and collectability of the related receivable is reasonably assured.
Courier, business mail and logistics services
The Group provides 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 is recognised as the related
performance obligations are fulfilled. Customers are invoiced at the end of each month which covers all
services provided up to that date.
Revenue from the sale of stamps and postage included envelopes are recognised at a point in time upon
delivery when control has been transferred to the buyer and collectability of the related receivable is
reasonably assured.
Filing solutions
The Group provides filing solutions and consumables.
Revenue from the sale of filing solutions and consumables is recognised at a point in time upon delivery
when control has been transferred to the buyer and collectability of the related receivable is reasonably
assured.
2.5 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.
Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the
initial recognition (other than in a business combination) of assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit, unless the initial recognition gives rise to
equal amounts of taxable and deductible temporary differences.
2.6 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.
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
12
2.7 Inventories
Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined
on a weighted average basis. Net realisable value represents the estimated selling price for inventories in
the ordinary course of business, less all estimated costs of completion and costs necessary to make the
sale.
2.8 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.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
2.9 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%
Customer relationships 50% - 100%
Computer software 20%
Goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to cash-
generating units for the purpose of impairment testing and is tested annually for impairment. Goodwill is
reviewed at each reporting date to determine whether there is any objective evidence of impairment.
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
13
2.10 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.
2.11 Financial instruments
The Group’s financial assets at amortised cost include cash and cash equivalents, and trade 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, borrowings, lease liabilities and
contingent consideration.
2.12 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.
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
14
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. Below are the critical accounting judgements.
4.1 Going concern
The consolidated financial statements have been prepared on a going concern basis, which assumes that
the Group has the intention and ability to continue its operations for the foreseeable future.
The Group incurred an after-tax loss of $11.5 million in the year 31 March 2025 (2024: $1.1 million loss).
The Group’s net cash outflow from operating activities was $3.3 million (2024: $1.4 million cash inflow).
At the reporting date the Group had cash of $0.4 million (2024: $2.2 million), negative working capital of
$4.6 million (2024: $12.6 million negative) and net liabilities of $7.0 million (2024: net assets of $3.8
million). Liabilities included borrowings of $16.2 million (2024: $5.9 million) of which $3.8 million were
current (2024: $5.9 million) and $12.4 million were non-current (2024: $nil).
The net loss for the year included the following one-off items: impairments of assets of $7.7 million and a
gain on disposal of subsidiary of $806,000.
At 31 March 2025 the Group had borrowed $7.63 million from Wilshire Treasury Limited (note 19) (2024:
$5.64 million). Wilshire Treasury Limited (‘Wilshire’) is 100% owned by the Christian Family Trust Limited
which is controlled by Katherine Allsopp-Smith and Evan Christian. The loan is repayable on 1 April 2026.
However, Wilshire has confirmed that it will not call upon this loan until the Group has the ability to
make payment.
Subsequent to the reporting date the Company divested its education services segment, including its
subsidiary AGE Limited (note 35.1). The divestment eliminated the education services segment’s debt of
$3.9 million, strengthening the Group’s balance sheet.
Also subsequent to the reporting date the Board decided to shut down its artificial intelligence initiatives,
including Project Treehouse (note 35.2).
The Group’s remaining operating businesses, following this divestment of the education group and
closure of Project Treehouse, has a long history of profitability and positive cashflows. The Group expects
reduced corporate overheads with the reduced size of the remaining operations.
The Group forecasts it will be compliant with all bank covenants during the next 12 months. The Group is
scheduled to repay $2 million of working capital debt by the end of September 2025 and renew its
$250,000 quarterly amortisation of its remaining $5.25 million of bank term debt in January 2026. The
Group is on track to honour these commitments.
The financial statements do not include any adjustments relating to the recoverability or classification of
recorded asset amounts or classification of liabilities that might be necessary should the Group not be
able to generate sufficient revenue and profits to return to positive equity and remain as a going
concern. The conditions above indicate the existence of a material uncertainty that may cast significant
doubt about the Group's ability to continue as a going concern.
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
15
However, the considered view of the Board is that, after making due enquiries and considering relevant
factors, there is a reasonable expectation that the Group will have access to adequate resources and
commitments from its borrowers, that will enable it to meet its financial obligations for the foreseeable
future.
For this reason, the Board considers the adoption of the going concern basis in preparing the
consolidated financial statements for the year ended 31 March 2025 to be appropriate. The Board has
reached this conclusion having regard to circumstances which it considers likely to affect the Group
during the period of at least one year from the date of approval of these consolidated financial
statements, and to circumstances which it considers will occur after that date which will affect the
validity of the going concern basis.
4.2 Impairment of non-financial assets
All assets are assessed for impairment at each reporting date by evaluating whether indicators of
impairment exist in relation to the continued use of the asset by the Group. Impairment triggers include
technology changes, adverse changes in the economic or political environment and future product
expectations. If an indicator of impairment exists, the recoverable amount of the asset is determined.
The cash‑generating unit (CGU) to which goodwill has been allocated is tested annually for impairment
or sooner if there is an indication that the unit may be impaired. Judgement is required to determine the
value of the CGU and whether there has been an impairment.
4.3 Fair value of contingent consideration
The fair value of the contingent consideration financial liability for the acquisition of Being Consultants
(note 20) is measured at fair value which is reassessed at each reporting date. The fair value of the
contingent consideration takes into account the likelihood of the share price milestones being achieved,
discounted at an appropriate rate. In assessing the fair value of the contingent consideration, judgement
is required to determine the likely compensation that will become payable in the future and the
appropriate discount rate.
The reassessment of fair value by an independent valuer at the half year reporting date, 30 September
2024, resulted in a significant fair value adjustment increasing the level of contingent consideration by
$32.1 million. The contingent consideration was not revalued as of the sale date of Being Consultants
Limited (note 26), however based on share price movements of the Company, it is expected that the
contingent consideration would have reduced significantly at that date. Accordingly, the contingent
consideration movement for the period has been netted off against the gain on sale of Being Consultants
Limited given that the cancellation of the contingent consideration agreement formed part of the sale of
Being Consultants Limited.
4.4 Determining the lease term and incremental borrowing rate
In determining the lease term, judgement is required in determining whether it is reasonably certain that
an extension option will be exercised. The Group considers all relevant factors that create an economic
incentive for it to exercise the extension. After the commencement date, the Group reassesses the lease
term if there is a significant event or change in circumstances that is within its control and affects its
ability to exercise or not to exercise the option to extend (note 16).
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
16
5. Revenue
The details above disaggregate the Group's revenue from contracts with customers into primary markets
and major service lines. All revenue is generated in New Zealand.
6. Other income
7. Expenses
The profit or loss for the year includes the following expenses:
2025
2024
NZ$000
NZ$000
Education services
2,945
2,126
Courier, business mail and logistics services
35,718
36,160
Filing solutions
2,104
2,123
Consultancy
226
-
Total revenue
40,993
40,409
2025
2024
NZ$000
NZ$000
Ministry of Education grant
321
113
Rent income received
135
-
Legal settlement
130
-
Callaghan innovation grant
89
-
Other income
96
22
771
135
2025 2024
NZ$000 NZ$000
Expenses relating to short term leases(100)(191)
Net foreign currency losses(13)(3)
Shareholder management fee-(400)
Depreciation and amortisation expenses
Depreciation of property, plant and equipment (note 15)(273)(246)
Depreciation of right of use assets (note 16.1)(541)(491)
Amortisation of intangible assets (note 17)(209)(327)
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
17
7.1 Labour related expenses
7.2 Finance costs
For the audit of the consolidated financial statements by
the current auditor, William Buck
(90)
(85)
Other agreed-upon procedures engagements
For tax advice - paid to previous auditor, BDO
-
(60)
For other accounting advice - paid to previous auditor, BDO
-
(67)
-
(127)
(90)
(212)
Fees incurred for services provided by the auditor
Total fees incurred for services provided by the auditor
2025
2024
NZ$000
NZ$000
Salary and wages
(6,967)
(3,048)
Employer Kiwisaver contributions
(177)
(89)
Employee profit share
(383)
(235)
Share based payments (note 22)
(381)
-
(7,908)
(3,372)
2025
2024
NZ$000
NZ$000
Interest expense on bank loans
(630)
(174)
Interest expense on related party loans
(388)
(298)
Interest expense on lease liabilities
(451)
(144)
(1,469)
(616)
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
18
8. Segment information
Prior to the reverse acquisition on 28 March 2024, the Group provided courier, business mail and
logistics services, filing solutions and education services. All of these services were provided in New
Zealand. Following acquisitions and renaming on 28 March 2024, the Group embarked on a strategy to
provide diversified artificial intelligence (‘AI’) and advanced technology related services.
All of these services are provided in New Zealand.
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.
Courier, mailFilingEducationAI customerCorporate / Total
& logisticssolutionsservicessolutionsunallocated
NZ$000 NZ$000 NZ$000 NZ$000 NZ$000 NZ$000
Total revenue35,7182,1042,945226-40,993
Operating EBITDA3,76494448(600)(6,839)(2,683)
Finance income1-2-7275
Finance costs(56)-(436)(14)(963)(1,469)
Depreciation and amortisation(127)(83)(477)(1)(335)(1,023)
Gain on disposal of subsidairy---696110806
Impairment of goodwill-(500)-(5,962)-(6,462)
Provision for impairment of term
receivable----(1,100)(1,100)
Impairment of investment in
Tymestack.ai---(124)-(124)
Net profit/(loss) before taxation3,582361(863)(6,005)(9,055)(11,980)
Income tax benefit1469(61)-369463
Net profit/(loss) for the year3,728370(924)(6,005)(8,686)(11,517)
2025
Courier, mail
Filing
Education
AI customer
Corporate /
Total
& logistics
solutions
services
solutions
unallocated
NZ$000
NZ$000
NZ$000
NZ$000
NZ$000
NZ$000
Total revenue
36,160
2,123
2,126
-
-
40,409
Operating EBITDA
3,704
789
(158)
-
(1,365)
2,970
Finance income
5
-
-
-
93
98
Finance costs
(39)
(2)
(248)
-
(327)
(616)
Depreciation and amortisation
(146)
(194)
(400)
-
(324)
(1,064)
Reverse acquisition - share based
payment
-
-
-
-
(1,693)
(1,693)
Reverse listing expenses
-
-
-
-
(67)
(67)
Net profit/(loss) before taxation
3,524
593
(806)
-
(3,683)
(372)
Income tax expense
(889)
124
125
-
(57)
(697)
Net profit/(loss) for the year
2,635
717
(681)
-
(3,740)
(1,069)
2024
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
19
The ‘AI customer solutions’ segment was previously named ‘Consulting’. The segment was renamed to
better describe the nature of its operations. There has been no reclassification of the operations that are
included in this segment.
On 29 November 2024 the Group sold Being Consultants Limited and its consulting business (refer note
26), while retaining the agentic learning and agentic marketplace operations, all of which had made up
the AI customer solutions segment. The sale of Being Consultants Limited has not been recognised
separately as a discontinued operation because it did not represent a separate major line of business.
In May 2025 the Group divested of the education services group (note 35.1) and shut down its artificial
intelligence initiatives, including Project Treehouse (note 35.2). Neither of these were treated as a
disposal group in these financial statements because the Board’s decisions for their sale and closure
were only made after the reporting date. The goodwill allocated to the AI customer solutions cash-
generating unit at 31 March 2025 was considered to be impaired at 31 March 2025 due to the decision,
subsequent to the reporting date, to shut down this segment (note 17.1).
8.1 Information about major customers
For the year ended 31 March 2025 there were no customers who accounted for more than 10% of the
Group's total sales (31 March 2024: one, value of sales to this customer: $6.53 million).
9. Taxation
9.1 Income tax expense
The analysis of income tax expense is as follows:
Courier, mailFilingEducationAI customerCorporate / Total
& logisticssolutionsservicessolutionsunallocated
NZ$000 NZ$000 NZ$000 NZ$000 NZ$000 NZ$000
Segment assets7,646(470)4,393809,92621,575
Segment liabilities(3,886)(172)(5,931)-(18,574)(28,563)
2025
Mail &FilingEducationAI customerCorporate / Total
couriersolutionsservicessolutionsunallocated
NZ$000 NZ$000 NZ$000 NZ$000 NZ$000 NZ$000
Segment assets7,7932,22812,05210,8834,35637,312
Segment liabilities(7,307)(3,445)(12,665)(5,883)(4,167)(33,467)
2024
2025 2024
Current income taxNZ$000 NZ$000
Current tax charge37472
In respect of prior years(84)214
(47)686
Deferred tax expense/(benefit)(416)11
Income tax expense/(benefit)(463)697
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
20
9.2 Reconciliation of income tax expense
The charge for the year can be reconciled to the loss before tax as follows:
9.3 Deferred tax
2025
2024
NZ$000
NZ$000
Profit/(loss) before income tax
(11,980)
(372)
Prima facie tax at 28% (2024: 28%)
(3,354)
(104)
Non-deductible expenses
1,809
885
Recognition of tax losses previously not recognised
-
(298)
Tax effect of tax losses not recognised
1,166
-
Adjustments recognised in the current year in relation to prior years
(84)
214
Income tax expense/(benefit)
(463)
697
NZ$000NZ$000NZ$000
2025
Deferred tax assets/(liabilities) in relation to:
Inventories36 - 36
Provisions- 308 308
Accrued expenses187 1 188
Property, plant & equipment(119) 119 -
Right-of-use assets(2,220) 1,948 (272)
Lease liabilities2,261 (1,959) 302
Other6 (1) 5
151 416 567
Opening
balance
Recognised in
profit or loss
Closing
balance
NZ$000NZ$000NZ$000
2024
Deferred tax assets/(liabilities) in relation to:
Inventories62 (26) 36
Accrued expenses172 15 187
Property, plant & equipment(100) (19) (119)
Right-of-use assets(858) (1,362) (2,220)
Lease liabilities879 1,382 2,261
Other7 (1) 6
162 (11) 151
Opening
balance
Recognised in
profit or loss
Closing
balance
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
21
9.4 Unrecognised tax losses
9.5 Imputation credits
10. Distributions
11. Earnings/(loss) per share
The loss and weighted average number of ordinary shares used in the calculation of earnings per share
are as follows:
On 6 September 2024 the Company undertook a 10 to 1 share consolidation (refer note 21). The
earnings per share calculation for both the current and comparative periods reflects the impact of this
share consolidation.
The 2.9 million share options on issue at the reporting date were not considered to be dilutive due to the
Group’s net loss (2024: none).
2025 2024
NZ$000 NZ$000
Tax losses
3,424-Tax losses for which no deferred tax asset has been recognised
2025
2024
NZ$000
NZ$000
Imputation credits available for use in subsequent periods
-
1,451
Share
capital
Retained
earnings
Share
capital
Retained
earnings
NZ$000
NZ$000
NZ$000
NZ$000
Declared during the year
Fully imputed dividend of 1.25 cents per share
-
-
-
536
Fully imputed dividend of 3.4 cents per share
-
-
-
1,465
-
-
-
2,002
Share buy back and distribution. 9,147,523 shares
acquired and cancelled at a price of 58.08 cents per
share which includes a fully imputed dividend of 14.97
cents per cancelled share
-
-
3,943
1,370
-
-
3,943
3,371
2025
2024
2025
2024
Basic and diluted earnings/(loss) per share (NZ$)
(0.1144)
(0.0106)
(11,517)
(1,069)
186,570
100,713
Profit/(loss) from continuing operations (NZ$000)
Weighted average number of ordinary shares used in the calculation of
basic and diluted earnings/(loss) loss per share ('000)
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
22
12. Cash and cash equivalents
13. Receivables and other current assets
The standard credit terms on sales are 20
th
of the month following invoice. Generally, no interest is
charged on outstanding trade receivables but the Group reserves the right to charge interest on
significantly overdue balances. 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
The Group’s receivables aging is as follows:
2025 2024
NZ$000 NZ$000
Cash at bank4102,215
4102,215
2025 2024
NZ$000 NZ$000
Trade receivables3,8913,987
Prepayments11755
GST receivable-13
Other current assets463-
4,4714,055
2025 2024
NZ$000 NZ$000
Reconciliation for allowance for expected credit losses
Balance at the beginning of the year(19) (14)
Impairment losses recognised on receivables(66) (5)
Amounts written off as uncollectable3 -
Balance at the end of the year(82)(19)
NZ$000Current
Less than 30
days past due
30 to 60 days
past due
More than 60
days past dueTotal
2025
Trade receivables3,51235826773,973
Loss allowance--(5)(77)(82)
3,891
2024
Trade receivables3,8611291064,006
Loss allowance
--(1)(18)(19)
3,987
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
23
14. Inventories
$8,818,277 of inventory was included as an expense in the net profit for the current year (2024:
$8,319,904). In 2025, $3,292 of inventory was written down to net realisable value. $10,417 of that was
as a reduction in provision and $7,125 was written off and scrapped (2024: $124,874 and $159,243
respectively).
15. Property, plant and equipment
2025 2024
NZ$000 NZ$000
Finished goods5111,217
5111,217
Plant &
equipment
Office
furniture &
equipment
Buildings &
improvements
Land
Total
NZ$000
NZ$000
NZ$000
NZ$000
NZ$000
Cost:
At 1 April 2023
298
1,270
2,560
-
4,128
Additions
-
66
1
-
67
Disposals
(36)
-
-
-
(36)
At 31 March 2024
262
1,336
2,561
-
4,159
Additions
34
143
17
-
194
Disposal of subsidiary (note 26)
-
(7)
-
-
(7)
Disposals
-
(14)
-
-
(14)
At 31 March 2025
296
1,458
2,578
-
4,332
Accumulated depreciation:
At 1 April 2023
(110)
(755)
(304)
-
(1,169)
Depreciation expense
(26)
(111)
(109)
-
(246)
Disposals
1
-
-
-
1
At 31 March 2024
(135)
(866)
(413)
-
(1,414)
Depreciation expense
(24)
(120)
(129)
-
(273)
Disposals
-
-
-
-
-
At 31 March 2025
(159)
(986)
(542)
-
(1,687)
Carrying amount:
At 31 March 2025
137
472
2,036
-
2,645
At 31 March 2024
127
470
2,148
-
2,745
At 1 April 2023
188
515
2,256
-
2,959
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
24
16. Leases
The Group leases premises and leasehold improvements to premises.
16.1 Right-of-use asset
The average lease term is 16.4 years (2024: 13 years). The average IBR rate is 8.09% (2024: 7.11%).
16.2 Lease liabilities
Leasehold
improvements PropertyTotal
NZ$000 NZ$000 NZ$000
Cost:
At 1 April 20232,074 1,591 3,665
Additions5,276 75 5,351
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
Accumulated depreciation:
At 1 April 2023(466) (133) (599)
Depreciation expense(207) (284) (491)
At 31 March 2024(673) (417) (1,090)
Depreciation expense(264) (277) (541)
Modifications674 - 674
At 31 March 2025(263) (694) (957)
Carrying amount:
At 31 March 20255,014 972 5,986
At 31 March 20246,677 1,249 7,926
At 1 April 20231,608 1,458 3,066
2025
2024
NZ$000
NZ$000
Maturity analysis - contractual undiscounted cash flows
Up to one year
786
1,006
One to two years
806
1,026
Two to five years
2,001
3,021
More than five years
8,905
10,071
Total undiscounted lease liabilities at reporting date
12,498
15,124
Less: future finance charges
(6,138)
(7,050)
Total discounted lease liabilities at reporting date
6,360
8,074
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
25
17. Intangible assets
2025
2024
NZ$000
NZ$000
Lease liabilities included in the Consolidated Statement of Financial Position
Current
285
450
Non-current
6,075
7,624
6,360
8,074
2025
2024
NZ$000
NZ$000
Goodwill - Being Consultants Limited
-
10,962
Goodwill - other entities
4,114
4,614
4,114
15,576
Other intangible assets
1,469
1,405
5,583
16,981
NZ$000NZ$000NZ$000NZ$000NZ$000
Cost:
At 1 April 20234,614 2,451 2,098 - 9,163
Business acquisition10,962 15 - 29 11,006
At 31 March 202415,576 2,466 2,098 29 20,169
Additions- 72 - 6 78
Business acquisition (note 27)- 195 - - 195
Eliminated on disposal of
subsidiary (note 26)(5,000) - - - (5,000)
At 31 March 202510,5762,7332,0983515,442
Accumulated depreciation:
At 1 April 2023- (1,048) (1,813) - (2,861)
Amortisation expense- (126) (201) - (327)
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)
Carrying amount:
At 31 March 20254,114 1,443 2 24 5,583
At 31 March 202415,576 1,292 84 29 16,981
At 1 April 20234,614 1,403 285 - 6,302
Goodwill
Brands &
trademarks
Customer
relationships Website Total
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
26
17.1 Impairment testing for cash-generating units containing goodwill and other intangibles with
indefinite life
Goodwill and other intangibles with indefinite life are allocated to the following cash generating units for
the purpose of impairment testing.
The Directors have assessed the goodwill and the other intangibles with an indefinite life, for impairment
as at the reporting date.
For impairment testing, cash flows were projected on actual operating results, the 12-month budget and
multi-year forecasts reviewed and approved by the Board of Directors and based on the assumptions and
methodologies detailed below.
AI customer solutions
$5.0 million of the goodwill in the AI customer solutions CGU related to consulting services and was
disposed of during the year as part of the sale of BCL (note 26).
The remaining $6.0 million of goodwill in the AI customer solutions CGU related to the agentic learning
operations. At the reporting date the Board was undertaking a strategic review of its operations and on
16 May 2025 the Board announced that it had decided to close Project Treehouse, BAI’s artificial
intelligence initiative (note 35.2). As a result of this decision, the Board concluded the goodwill allocated
to the AI customer solutions CGU was impaired at the reporting date. A full impairment of the goodwill
has been recognised reducing the recoverable value of the CGU to $80,000.
In 2024 the calculated value of the CGU was determined based on a value in use calculation using cash
flow projections based on financial projections covering a five-year period and a pre-tax discount rate of
20.3% per annum. Solely for the purposes of this assessment, the anticipated annual revenue growth of
the CGU was projected at 20% to 35% in the first five years with a terminal revenue increase of 7.5% per
annum. Gross margin percentages were projected to grow and then remain consistent for the last four
years of the period. Other operating costs were projected to increase by 25% in the first two years of the
period and then remain consistent for the remaining periods projected.
Courier, business mail and logistics services
The calculated value of the cash generating unit is determined based on a value in use calculation using
cash flow projections based on financial projections covering a five-year period and a pre-tax discount
rate of 19.9% per annum (2024: 19.9%). Solely for the purposes of this assessment, anticipated annual
revenue growth of the CGU has been projected as remaining constant for the five-year period and in the
calculation of terminal value (2024: remaining constant). Gross margin percentages are also projected as
remaining consistent throughout the period, and other operating costs to remain constant through the
first four-year period and then decrease by 5% in the final year (2024: gross margin percentages
remaining consistent throughout the period, and other operating costs decreasing by 15% in the first
year, 9% in the second year and then remaining constant for the remaining three years projected).
2025
2024
NZ$000
NZ$000
Goodwill
AI customer solutions
-
10,962
Courier, business mail and logistics services
2,334
2,334
Filing solutions
1,780
2,280
4,114
15,576
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
27
The following adjustment to the key assumptions would individually reduce the NZM recoverable value
to the level of its carrying value:
• a 53% reduction in the projected total revenue over the 5-year period
• a 122% increase in operating expenses over the 5-year period
• an increase in the pretax discount rate to 150%
Filing solutions
The calculated value of the cash generating unit is determined based on a value in use calculation using
cash flow projections based on financial projections covering a five-year period and a pre-tax discount
rate of 19.9% per annum (2024 19.9%). Solely for the purposes of this assessment, anticipated revenue
of the CGU is projected to fall 2% annually for the five-year period and then remain constant with
respect to the calculation of terminal value (2024: remaining constant for the five-year period and in the
calculation of terminal value). Gross margin percentages are projected to remain consistent throughout
the period at 62.4% (2024: remaining constant), and other operating costs are projected to remain
constant and then decrease by 12.5% in FY30 (2024: decrease by 4% in the first year, 15% in the second
year and to then remain constant for the remaining three years).
The recoverable value of the Filing solutions CGU was assessed as being $2.4 million. As a result of this
analysis the Group recognised an impairment of $500,000 against the goodwill allocated to the Filing
solutions CGU.
18. 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.
2025 2024
NZ$000 NZ$000
Trade payables4,0183,249
Accruals1,5082,422
GST payable14240
Related party payables (note 32.3)1876,616
Unearned income13698
Other payables3-
PAYE Payable-55
Employee benefits-9
5,87113,089
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
28
19. Borrowings
All borrowings are denominated in NZD.
19.1 Related party loans
The related party loans are with the related parties in the table below.
The full $7.63 million of the related party loan from Wilshire Treasury Limited is payable by Send Global
(31 March 2024: $3.51 million payable by Send Global, $1.75 million payable by AGE and $382,000 is
payable by Being Consultants). The loan is repayable on 1 April 2026. Interest is charged at the current
ANZ Bank business overdraft rate. The loan is secured by a general security agreement granted by Send
Global to Wilshire Treasury Limited and by a guarantee from AGE.
Details of the loan facilities at 31 March 2024 were as follows:
- the $1.75 million payable by AGE to Wilshire Treasury Limited could be terminated on three
months’ notice. The loan was unsecured but Wilshire Treasury Limited was entitled to register a
PPSR charge over AGE to secure the loan. AGE had agreed to allow its assets to be charged by the
ANZ Bank as security for a banking facility provided by ANZ Bank to Wilshire Treasury Limited and
others if requested. Interest was charged at a 0.10% margin above the Wilshire Treasury Limited
borrowing rate from the ANZ Bank;
- the $382,000 loan payable by Being Consultants to Wilshire Treasury Limited was secured by a first
ranking general security agreement over Being Consultants’ present and after acquired personal
property. The loan was repayable on demand and incurred interest at a rate equal to the aggregate
of the ANZ Bank 90 Day Bank Bill Rate plus a margin of 2.75% per annum;
- the $3.51 million loan payable by Send Global to Wilshire Treasury Limited was for a one-year term
to 26 March 2025. Interest was charged at the current ANZ Bank business overdraft rate. The loan
Note2025 2024
NZ$000 NZ$000
Related party loans19.17,6315,888
Bank loans (secured)19.28,526-
Other borrowings2810
Total borrowings
16,1855,898
Current3,8115,897
Non-current12,3741
16,1855,898
2025
2024
NZ$000
NZ$000
Balance at 1 April
5,888
4,425
Proceeds from loans
17,824
3,069
Repayment of loans
(16,081)
(1,606)
Balance at 31 March
7,631
5,888
2025 2024
NZ$000 NZ$000
Wilshire Treasury Limited7,6315,648
Te Turanga Ukaipo Charitable Trust -240
Total related party loans7,6315,888
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
29
was secured by a general security agreement granted by Send Global to Wilshire Treasury Limited
and by a guarantee from AGE;
- the related party loan payable to the Te Turanga Ukaipo Charitable Trust was unsecured and
payable on demand. No interest was charged on this loan.
The weighted average interest rates on the related party loans during the period was 5.93% (2024:
8.29%).
19.2 Bank loans
Send Global Limited and New Zealand Mail Limited have entered into new facility agreements with ANZ
Bank. The new agreements provide:
- a $2 million commercial flexi facility reducing to $1,000,000 on 30 September 2025. The facility is
repayable on demand. Interest is payable at the ANZ commercial flexi facility floating rate plus a
0.44% margin;
- a $5.5 million term facility which has a three-year term to 31 March 2027. The facility is to be drawn
down in tranches with fixed interest for the fixed period of each tranche at the applicable BKBM
rate for that fixed period plus a 2.65% margin. The facility was fully drawn down in April 2024;
- a $3 million term facility which is repayable on 30 September 2025. Interest is fixed for the period of
each the loan at the applicable BKBM rate for that fixed period plus a 2.65% margin; and
- two financial guarantee facilities totalling $975,596.
The new facilities are secured by:
- unlimited guarantees and indemnities provided by Wilshire Holdings Limited and St Johns Trust
Limited covering the obligations of Send Global Limited, New Zealand Mail Limited and Filecorp NZ
Limited;
- 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 7.34% (2024: 8.32%).
2025
2024
NZ$000
NZ$000
Balance at 1 April
-
-
Proceeds from loans
11,000
5,700
Repayment of loans
(2,474)
(5,700)
Balance at 31 March
8,526
-
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
30
20. Contingent consideration
On 28 March 2024 the Company acquired 100% of the issued share capital of Being Consultants and its
100% owned subsidiaries, Being Labs Limited and Being Ventures Limited. The Company paid an initial
$5 million to acquire the shares in Being Consultants plus contingent consideration with an assessed fair
value at acquisition date of $5.6 million.
Under NZ IFRS the contingent consideration is required to be measured at fair value through profit and
loss (‘FVTPL’) with any movements in the fair value being included in the net profit or loss.
The contingent consideration was subject to the Company achieving certain share price milestones post-
acquisition. The valuation of the contingent consideration takes into account the likelihood of the share
price milestones being achieved, discounted at an appropriate rate.
The contingent consideration was valued at acquisition date and subsequently at 30 September 2024 by
a qualified independent valuer. At 30 September 2024 the contingent consideration liability was valued
at $37.73 million resulting in a $32.13 million fair value adjustment which was included in the net loss
reported in the Group’s interim financial statements. The valuations included assumptions about the
future share price of the Company’s listed shares.
On 29 November 2024 the Company sold its investment in Being Consultants (note 26) and the
contingent consideration liability was cancelled as part of the sale. The contingent consideration was
revalued based on an external revaluation for the half year result (six months to 30 September 2024)
which resulted in a significant rise of $32.1 million to the liability. The contingent consideration was not
revalued up to the date of the sale of Being Consultants Ltd, however based on share price movements
in the intervening period, management believe the movement from 1 April 2024 to 29 November 2024
would have been significantly less than the half year movement recorded. The values allocated to the
actual consideration on the sale of Being Consultants Limited were determined between two informed
parties who understood the future potential of the specific operations involved. As a result, the Board
has reversed the valuation at 30 September 2024 when recognising the gain on sale of Being Consultants
Limited.
21. Share capital
2025
2024
NZ$000
NZ$000
Balance at 1 April
5,600
-
Recognised on acquisition of subsidiaries
-
5,600
Cancellation on sale of BCL (note 26)
(5,600)
-
-
5,600
2025 2024
NZ$000 NZ$000
At 1 April6,632 3,944
Ordinary shares issued342-
Less: share issue costs(50)-
Share buyback -(3,943)
Shares issued on reverse acquisition (notes 29)-1,631
Shares issued on business acquisition- 5,000
At 31 March6,924 6,632
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
31
The table below details the movement in ordinary shares issued by the Company.
On 6 September 2024 the Company undertook a share consolidation of 10 shares into 1.
On 30 September 2024 the Company issued 477,711 new fully paid ordinary shares at an issue price of
$0.60 per share.
On 18 October 2024 the Company issued 92,314 new fully paid ordinary shares at an issue price of $0.60
per share.
All ordinary shares on issue are fully paid, have equal voting rights, and share equally in dividends and
any surplus on winding up.
22. Share based payments reserve
2025
2024
'000
'000
Ordinary shares as at 1 April
1,868,019
19,149
10 for 1 share consolidation
(1,681,217)
-
Ordinary shares issued
570
-
Ordinary shares issued pre reverse acquisition
-
2,350
Shares issued to Excalibur Partners Limited to settle debt
-
30,720
Shares issued to directors to settle outstanding directors fees due
-
15,800
Shares issued on reverse acquisition (note 29)
-
1,600,000
Shares issued on business acquisition
-
200,000
Ordinary shares as at 31 March
187,372
1,868,019
2025
2024
NZ$000
NZ$000
Balance as at 1 April
Share options issued
472
-
Share options forfeited
(80)
-
Balance as at 31 March
392
-
Share based payments are included in:
Employee benefit expense
381
-
Consultant expenses
11
-
392
-
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
32
23. 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.
On 6 September 2024 the Company undertook a share consolidation of 10 shares into 1 (note 21). This
resulted in a corresponding consolidation of 10 share options into 1. The number of options issued and
the weighted average exercise price shown in the table above, have been adjusted to reflect the impact
of the share consolidation.
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.
Subject to continued employment, most option holders will be able to exercise one fifth of the options
granted to them on each anniversary of the date of issue for five consecutive years. The exercise periods
for these vested options expire five years after the relevant vesting date.
For 200,000 of the options issued on 25 September 2024, one quarter of the options granted to the
option holder were able to be exercised on each anniversary of the date of their issue for four
consecutive years. These options expired four years from the relevant vesting date. The option holder
has ceased employment with the Group and these options have expired.
The weighted average contractual life of the share options outstanding at 31 March 2025 was 7.2 years.
23.1 Fair value of share options granted in the period
The fair values of the share options granted during the period (fair values adjusted to reflect the 10 to 1
share consolidation) are:
Options granted 27 May 2024
Balance as at 1 April
-
-
-
-
Granted during the year
4,937,000
$0.383
-
-
Forfeited during the year
(2,000,000)
$0.318
-
-
Balance as at 31 March
2,937,000
$0.427
-
-
Exercisable at 31 March
-
-
-
-
2025
2024
Number of
Options
Weighted
average
exercise price
Number of
Options
Weighted
average
exercise price
Vesting
date
$0.25 strike
price
$0.90 strike
price
3.61m0.63m
$$
Tranche 127 May 250.6000.390
Tranche 227 May 260.6000.410
Tranche 327 May 270.6100.420
Tranche 427 May 280.6200.430
Tranche 527 May 290.6200.440
Number of options granted (adjusted
for 10 to 1 share consolidation)
Fair value per option
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
33
Options granted 25 September 2024
Options were valued using the Black-Scholes option pricing model. The key inputs used in valuing the
options (adjusted to reflect the impact of the 10 to 1 share consolidation) are detailed in the table below.
24. Financial instruments
24.1 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 (2024: 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.
Vesting
date
Vesting over
5 years
Vesting over
4 years
Strike price
$0.60
$0.60
Number of options granted
0.5m
0.2m
$
$
Tranche 1
25 Sept 25
0.500
0.463
Tranche 2
25 Sept 26
0.491
0.455
Tranche 3
25 Sept 27
0.482
0.446
Tranche 4
25 Sept 28
0.473
0.438
Tranche 5
25 Sept 29
0.464
Fair value per option
Options granted
Grant date
27 May 24
25 Sept 24
Options granted (adjusted for share consolidation)
4,237,000
700,000
$0.74
$0.67
Grant date one month VWAP
$0.78
$0.74
Exercise price
$0.25 or $0.90
$0.60
Expected volatility
0.75-0.65
0.75-0.65
Option life (from vesting date)
5 years
4 or 5 years
Dividend yield
0%
0%
Average risk free interest rate
4.61% - 4.79%
3.76% - 4.19%
Discount for illiquidity
15%
15%
Share price at grant date
2025 2024
NoteNZ$000 NZ$000
Financial assets at amortised cost
Cash and cash equivalents124102,215
Receivables and other current assets134,3543,987
Total financial assets4,7646,202
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
34
The contingent consideration financial liability represents the fair value of the outstanding consideration
to be paid for the acquisition of Being Consultants. The fair value at 31 March 2024 was determined by
an independent valuer. The future contingent consideration payable was calculated using probability
adjusted potential future share prices. The contingent consideration value at various target share prices
was combined with the probability to give a probability weighted value which is then discounted back to
the valuation at the reporting date. Key inputs to the 31 March 2024 valuation model included:
• volatility over a 2-year period of 75% based on a range of small cap ASX and Nasdaq listed IT and
software businesses. The higher the volatility, the higher the fair value. If the volatility was 5%
higher/lower while all other variables were held constant, the carrying amount would increase/
decrease by $280,000;
• a discount rate of 22.5% per annum which is based off the mid-point of a range of discount rates
from four international studies into the expected rates of return required by venture capitalist
investors for “Bridge/IPO” funding rounds. The higher the discount, the lower the fair value. If the
discount was 1% higher/lower while all other variables were held constant, the carrying amount
would decrease/increase by $130,000; and
• a share price of 2.5 cent at acquisition date. At that date the Company’s shares had been
suspending since 11 December 2023 pending the successful completion of the reversion acquisition
transactions (the suspension was lifted on the first day of NZX trading following the successful
approval of the reverse acquisition transactions). The valuation considered the 2.5 cent share price
used in all the reverse acquisition related transactions as the best estimate of the current share
price to be used in the valuation. A 1 cent lower current share price (at 1.5 cents instead of 2.5
cents) would decrease the value of the contingent consideration by $3.2 million (to $2.4 million)
while a 1 cent higher share price (using 3.5 cents as the current price) would increase the value by
$3.95 million (to $9.56 million).
The fair value calculation was considered to be level 3 on the fair value hierarchy because it relied on the
key unobservable inputs noted above.
The contingent consideration was settled as part of the sale of Being Consultants (note 26).
24.2 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.
2025 2024
NZ$000 NZ$000
Financial liabilities at amortised cost
Trade payables and other current liabilities185,72912,994
Borrowings - current193,8115,897
Borrowings - non current1912,3741
Lease liabilities - current16.2285450
Lease liabilities - non current16.26,0757,624
Total financial liabilities28,27426,966
Financial liabilities at FVTPL
Contingent consideration - non current20-5,600
-5,600
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
35
24.3 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 2025, a 1% variance in the borrowing interest rates throughout the year,
with all other variables remaining constant, would have had a $49,000 impact on the annual interest
expense payable on bank loans (2024: $18,000) and $21,000 impact on the annual interest expense
payable on related party loans (2024: $12,000).
24.4 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 management includes maintaining sufficient cash reserves to meet
future commitments.
The following table provides a maturity analysis of the Group’s non-derivative 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 is flexible and the timing of repayments will impact on the amount of interest incurred.
The Group’s remaining operating businesses, following this divestment of the education group and
closure of Project Treehouse, continue to generate positive cash flows and are forecasts to meet all
future debt amortisation obligations.
24.5 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 from customers. The Group’s maximum credit risk is represented by the carrying value of
these financial assets.
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 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
28,274 34,409 8,420 1,895 13,187 2,001 8,905
As at 31 March 2024
Trade and other payables12,994 12,994 12,994 - - - -
Borrowings5,898 5,898 - 5,897 1 - -
Lease liability8,074 14,883 503 503 1,026 3,020 9,831
Contingent consideration5,600 - - - - 5,600 -
32,566 33,775 13,497 6,400 1,027 8,620 9,831
Carrying
amount
Contractual
cash flows
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
36
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 minimises 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.
24.6 Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going
concern while maximising the return to shareholders through the optimisation of debt and equity.
The capital structure of the Group consists of equity, comprising issued capital and retained earnings,
and debt. The Group reviews the capital structure on a regular basis to ensure that entities in the Group
are able to continue as going concerns and to fund its growth strategy.
25. 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 activity2025 2024
Send Global LimitedCourier, business mail & logistics services100%100%
New Zealand Mail LimitedCourier, business mail & logistics services100%100%
Filecorp NZ LimitedFiling solutions100%100%
G3 Property Holdings LimitedProperty management100%100%
Send New Zealand LimitedNon trading100%100%
Pete's Post LimitedNon trading100%100%
Being Bidco LimitedNon trading100%100%
Being Holdco LimitedNon trading100%-
Being US LimitedNon trading100%-
AGE LimitedEducation100%100%
Being Educated LimitedNon trading100%-
Being Education GP LimitedNon trading100%-
Manawaroa GP LimitedNon trading100%-
Fingerprint IP LimitedNon trading100%-
Treehouse Technologies LimitedNon trading100%-
Being Consultants LimitedProfessional services-100%
Being Ventures LimitedInvestment-100%
Being Labs LimitedDevelopment of AI initiatives-100%
Ownership interest held
by Group at 31 March
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
37
26. Sale of Being Consultants Limited
On 29 November 2024 the Company sold Being Consultants Limited, including its wholly owned
subsidiaries Being Labs Limited and Being Ventures Limited, back to 2384 Limited Partnership (‘2384 LP’),
the original vendor from whom the Company purchased Being Consultants Limited (and Being Labs
Limited and Being Ventures Limited) on 28 March 2024.
In consideration for the purchase of Being Consultants Limited, 2384 LP agreed to cancel the outstanding
contingent consideration it was due (note 20).
Under the agreement the Group agreed to:
• assign to 2384 LP the $737,000 owed to the Group by Being Consultants;
• pay the outstanding salary and annual leave entitlements of the three Being Consultant employees;
and
• pay a reimbursement of $115,000 to Being Consultants for future entitlements of the Being
Consultants employees.
2384 LP is an entity controlled by David McDonald (refer note 32.3).
NZ$000
Net assets disposed of:
Cash
60
Other receivables
29
Property, plant and equipment
7
Goodwill
5,000
Intercompany payables due from BCL to BAI Group
(1,126)
Trade and other payables
(28)
Net assets disposed of
3,942
Gain on disposal
806
Total consideration
4,748
Satisfied by:
Cancellation of contingent consideration liability
5,600
Assignment of intercompany payables due from BCL to BAI Group
(737)
Reimbursement for future entitlements of the BCL employees
(115)
Total consideration
4,748
Net cash outflows on disposal
Reimbursement for future entitlements of the BCL employees
(115)
Cash balance disposed of
(60)
(175)
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
38
27. Business acquisition
27.1 Villa Education Trust
On 12 April 2024 AGE acquired the education business assets of Villa Education Trust (‘VET’) which
comprise:
- the Mt Hobson Academy, an online learning platform that provides quality teaching and learning,
positive learning focused relationships and an engaging Project Based Curriculum for Years 1-10 and
follows the National Certificate of Educational Achievement (NCEA) pathway for Years 11-13;
- the rights to manage two Special Character Schools, one located in West Auckland, and one in South
Auckland;
- the informal management arrangements in respect of the Mt Hobson campus located in Kaitaia; and
- the intellectual property rights of the project-based curriculum owned by VET.
The acquisition supports the Company to expand the Being Education division, and to actively integrate
advanced technologies into Being’s online and traditional school environments.
The total purchase price for the acquisition was $200,000.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set
out in the table below.
The cash paid for the acquisition was funded from available cash balances.
VET contributed $977,000 of revenue and $1,142,000 expenses to the Group’s net loss for the period
between the date of acquisition and the reporting date.
NZ$000
Net assets acquired at fair value:
Property, plant and equipment
5
Brands and trademarks
195
Net assets acquired
200
Satisfied by:
Cash
200
Total consideration
200
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
39
28. Investment in Tymestack.ai Pty Limited
On 8 June 2024 Being AI entered into agreements to coinvest in a new AI startup, Tymestack.ai Pty
Limited (“Tymestack”), an Australian company headquartered in Melbourne, Australia. Tymestack offers
a unique approach to an AI-driven price optimisation engine that reduces and even eliminates gross
margin losses in retail price markdowns while simultaneously accelerating sales and reducing waste.
Being AI subscribed for new shares in Tymestack, representing 50% of the total shares on issue. The
aggregate cost of the investment, and total issue price for the shares, was AUD1.5 million. The
consideration for the investment was to be paid over time by Being AI contributing a combination of cash
and providing supporting services to Tymestack as the new business requires.
Tymestack was initially recognised as an associate and the Group’s share of its results were included in
the Group’s consolidated results on an equity accounting basis.
On 31 October 2024 the parties agreed a variation to the original agreements in which the Group’s
investment in Tymestack was changed to a 10% shareholding with no further obligation to provide
additional funding or services to Tymestack.
The Group subsequently recognised a full impairment of its investment due to the level of uncertainty of
Tymestack securing sufficient funding to enable completion of the development of the AI-driven price
optimisation engine and a successful market launch, and to fund the ongoing operational costs until the
company becomes cash flow self-sufficient.
29. Prior period disclosure - listing expense – share-based payment
In the prior reporting period, the Company entered into a reverse listing transaction in respect of Being
Consultants, Being Ventures, Being Labs, Send Global and AGE (together the Being AI Group) in which the
Company acquired 100% of the shares of the already operating entities for total consideration of $45
million upfront plus further contingent consideration, as detailed below:
- an initial $5 million to acquire the shares in Being Consultants plus contingent consideration with an
assessed fair value at acquisition date of $5.6 million. The contingent consideration was subject to
the Company achieving certain share price milestones post-acquisition;
- $25 million to acquire the shares in Send Global; and
- $15 million to acquire the shares in AGE.
To satisfy the upfront payment of the initial $45 million purchase price, the Company issued
1,800,000,000 fully paid ordinary shares at an issue price of $0.025 per share to the vendors or their
nominees.
The appropriate accounting treatment for recognising the new Group structure was to treat Send Global,
which is the largest business in the Group, as the accounting acquirer of Being AI. This reverse acquisition
of Being AI did not represent a business combination in accordance with NZ IFRS 3 Business
Combinations because Being AI did not constitute ‘a business’, as it was a listed dormant and non-
2025
NZ$000
Balance at 1 April
-
Investment in Tymestack
249
Share of loss
(125)
Impairment of investment in Tymestack
(124)
-
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
40
operating entity. The Board of Directors therefore accounted for the reverse acquisition as a share-based
payment transaction, as an issue of shares, in accordance with NZ IFRS 2 Share-based Payments.
The share-based payment for Send Global’s acquisition of Being AI was valued at the date of the reverse
acquisition with reference to the fair value of equity instruments on issue by the Company. The share-
based payment has been expensed as a listing cost.
The financial impact of the reverse acquisition of Being AI and the resulting share-based payment, is
summarised as follows:
The difference between the consideration and net liabilities acquired is accounted for as a share-based
payment of $1.693 million and included in the net loss for the 2024 year.
NZ$000
The share based payment on acquisition was:
Consideration
1,631
Fair value of net liabilities acquired (see below)
62
Share based payment on acquisition
1,693
Net assets / (liabilities) acquired:
Cash and cash equivalents
17
Trade receivables and other current assets
38
Term deposit
22
Trade and other payables
(51)
Borrowings
(88)
Net liabilities acquired
(62)
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
41
30. Reconciliation of profit or loss after taxation with cash flow from operating
activities
2025
2024
NZ$000
NZ$000
Net loss after taxation
(11,517)
(1,069)
Adjustments for:
Finance income
(75)
(98)
Share base payments
392
1,693
Depreciation on property, plant and equipment
276
246
Depreciation on right of use assets
541
491
Amortisation of intangible assets
208
327
Gain on disposal of subsidiary
(806)
-
Impairment of goodwill in BCL
6,462
-
Impairment of term receivable
1,100
-
Share of net loss of Tymestack.ai
125
-
Impairment of investment in Tymestack.ai
124
-
Interest paid on borrowings
630
174
Interest paid on lease liabilities
451
145
Interest paid on related party borrowings
388
298
Movement in deferred tax
(416)
11
Gain on disposal of property plant and equipment
-
(1)
Movements in working capital
(Increase) / decrease in receivables and other current assets
(416)
1,421
(Increase) / decrease in inventory
706
5,092
(Increase) / decrease in bond
(502)
-
Increase / (decrease) in trade payables and other current liabilities
(7,218)
(1,506)
Increase / (decrease) in student bonds
(15)
70
(Increase) / decrease in tax benefit
(644)
758
Movement in working capital due to disposal of subsidiary
389
-
Movement in other current liabilities related to financing activities
6,554
(6,581)
Movement in working capital due to reverse listing transaction
-
(33)
Net cash received from operating activities
(3,263)
1,438
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
42
31. Reconciliation of liabilities arising from financing activities
2025
2024
NZ$000
NZ$000
Borrowings:
At 1 April
5,898
4,443
Cash:
Proceeds from borrowings
29,384
8,299
Interest paid on borrowings
(981)
(375)
Payment of principal on borrowings
(19,136)
(7,545)
Borrowings on acquisition of subsidiary
-
382
Borrowings on reverse listing transaction
-
88
Non-cash:
Interest accrued on borrowings
1,020
606
At 31 March
16,185
5,898
2025 2024
NZ$000 NZ$000
Lease liabilities:
At 1 April8,0743,141
Cash:
Payment of lease liabilities principal(315)(420)
Interest paid on lease liabilities(451)(144)
Non-cash:
Lease liabilities recognised15,276
Lease modifications(1,400)75
Interest on lease liabilities451146
At 31 March6,3608,074
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
43
32. Related parties
32.1 Directors
During the year the following were directors of the Company:
32.2 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.
32.3 Related party transactions and balances
In 2025 the Group had the following transactions with related parties:
David McDonald (CEO and executive director),
David McDonald received remuneration as CEO of the BAI group of $415,000 (2024: nil).
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 (note 26). 2384 Limited Partnership (‘2384 LP’) is an entity
controlled by David McDonald.
The contingent consideration liability (note 20) was due to 2384 LP on the achievement of certain
milestones. The liability was cancelled as part of the sale of Being Consultants.
2024
2384 LP held 100% of the shares in Being Consultants prior to the reverse acquisition. As part of the
reverse acquisition, 2384 LP received 200,000,000 ordinary shares in Being AI plus an entitlement to the
contingent consideration detailed in note 24, in exchange for its shareholding in Being Consultants. The
Appointed
Resigned
Katherine Allsopp-Smith
28 March 2024
Evan Christian (as an alternate for K Allsopp-Smith)
28 March 2024
Gregory Cross
31 March 2025
Paul Forno
7 March 2025
Roger Gower
3 July 2020
30 October 2024
Andrew Higgs
30 October 2024
31 January 2025
Joe Jensen
28 March 2024
30 October 2024
Sean Joyce
3 July 2020
23 October 2024
David McDonald
28 March 2024
7 March 2025
Brett O'Riley
30 October 2024
31 January 2025
Stephen Phillips
31 March 2025
Michael Stiassny
31 March 2025
2025
2024
NZ$000
NZ$000
Short term employee benefits - directors
1,255
-
Short term benefits - directors' fees
76
-
Short term benefits - consulting fees
103
-
Share-based payments - directors
261
-
2,131
1,740
Share-based payments - key management employees
146
-
3,972
1,740
Short term employee benefits - key management employees
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
44
$5.6 million contingent consideration liability at the reporting date is due to 2384 LP on the achievement
of the milestones.
Katherine Allsopp-Smith (executive director) and Evan Christian (executive alternate director)
Katherine Allsopp-Smith and Evan Christian each received a salary of $125,000 for the provision of
executive management services (2024: nil).
2061 Limited Partnership (‘2061 LP’), an entity controlled by Katherine Allsopp-Smith and Evan Christian.
The Group had $187,000 payable to 2061 LP at the reporting date (note 18) for Katherine Allsopp-
Smith’s and Evan Christian’s remuneration. At 31 March 2024 the Group had $6.6 million payable to
2061 LP which related to distributions made during the 2024 year. This payable was settled in April 2024.
At the reporting date the Group had a related party loan of $7.6 million from Wilshire Treasury Limited
(note 19.1) (2024: $5.6 million). Wilshire Treasury Limited is 100% owned by the Christian Family Trust
Limited which is controlled by Katherine Allsopp-Smith and Evan Christian. Evan Christian is the sole
director of Wilshire Treasury Limited. The Group was charged $388,000 in interest by Wilshire Treasury
Limited in 2025 (2024: $298,164).
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.
2024
2061 LP held 100% of the shares in Send Global and 87% of the shares in AGE prior to the reverse
acquisition on 28 March 2024. As part of the reverse acquisition, 2061 LP received 1,520,000,000
ordinary shares in Being AI in exchange for its shareholding in Send Global and AGE. 2061 LP is the
majority shareholder of Being AI.
During the year the Group paid $400,000 to 2061 LP for management services provided during 2024 and
2023.
The Group has a loan of $240,000 payable to the Te Turanga Ukaipo Charitable Trust (note 19.1).
Katherine Allsopp-Smith and Evan Christian are trustees of the Te Turanga Ukaipo Charitable Trust. Te
Turanga Ukaipo Charitable Trust is a substantial shareholder of Being AI. No interest is charged on this
loan.
Sean Joyce (executive director)
During the year Sean Joyce received a salary of $125,000 for the provision of executive management
services (2024: nil).
Sean Joyce is the sole director and shareholder of Excalibur Capital Partners Limited (‘Excalibur’).
Excalibur is a substantial product holder of Being AI.
In December 2023, and prior to the reverse listing on 28 March 2024, the Group provided a loan of $2.0
million to Excalibur to acquire shares in AGE Limited. The $2.0 million less a $1.1 million provision for
impairment is recognised as a term receivable in the Consolidated Statement of Financial Position. The
loan has a five-year term, is interest free and is secured over the shares held by Excalibur. The Company
will 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.
This provision is reflected in the result for the year to 31 March 2025 (2024 - nil provision).
Excalibur purchased 16,666 ordinary shares in the Company at $0.60 per share under the Company’s
share purchase plan in September 2024.
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
45
2024
Excalibur held 13% of the shares in AGE at the date of the reverse acquisition on 28 March 2024. As part
of the reverse acquisition, Excalibur received 80,000,000 ordinary shares in Being AI in exchange for its
shareholding in AGE.
At the date of the reverse acquisition, Being AI owed $768,000 to Excalibur. 30,720,000 ordinary shares
in Being AI were issued to Excalibur to settle this debt as part of the reverse acquisition transactions.
At the date of the reverse acquisition, Being AI owed $75,000 to Sean Joyce in directors fees. This
outstanding balance was settled through the issue of 3,000,000 ordinary shares in Being AI.
Roger Gower (independent director)
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.
2024
At the date of the reverse acquisition, Being AI owed $75,000 to Roger Gower in directors fees. This
outstanding balance was settled through the issue of 3,000,000 ordinary shares in Being AI.
Paul Forno (executive director),
Paul Forno received executive remuneration of $421,000.
During the year Paul Forno was granted 1.51 million share options.
Brett O'Riley (independent director),
During the year Brett O’Reilly received $52,800 in fees for consulting services provided to the Group.
Andrew Higgs (independent director),
During the year Andrew Higgs received $49,800 in fees for consulting services provided to the Group.
33. Contingent liabilities
The Group has provided an unconditional bank guarantee for $780,000 (2024: $780,000), to secure the
payment of charges from New Zealand Post in respect of certain mail services.
There are no contingent liabilities as at 31 March 2025 other than noted above or disclosed elsewhere in
these financial statements (2024: nil).
34. Commitments
There were no commitments for capital expenditure at the reporting date (2024: nil).
Being AI Limited
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2025
46
35. Events subsequent to reporting date
35.1 Sale of AGE
On 2 May 2025 the Company announced it had entered into an agreement to divest its education group.
The transaction eliminated debt of approximately $3.9 million due to Wilshire Treasury, and related
trading liabilities.
The sale of AGE will result in a gain on sale of $1.6 million which will be reflected in the financial
statements for the year ending 31 March 2026.
35.2 Wind down of Project Treehouse
On 16 May 2025 the Board announced that it had decided to close Project Treehouse, BAI’s artificial
intelligence initiative. Related to the closure of the project, the Board announced that BAI Group’s Chief
Executive Officer, David McDonald, its Chief Technology Officer and two staff members who were all
supporting Project Treehouse, had resigned. In connection with the resignations, the Company has
agreed with 2384 Limited Partnership, an entity associated with David McDonald, that 11,900,000 of the
Company’s shares held by that entity will be subject to a share buyback by BAI for nil consideration.
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.
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
Qualified opinion
In our opinion, except for the possible effects of the matter described in the Basis for qualified opinion
section of our report, 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 2025, 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 2025,
— 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 consolidated financial statements, including material accounting policy information.
Basis for qualified opinion
The consolidated financial statements for the year ended 31 March 2024 disclosed goodwill of $10.962m
relating to the purchase of Being Consultants Limited (and group) and contingent consideration relating to
this purchase of $5.6m.
The calculation of the deferred consideration and the assessment of goodwill impairment involved a
number of subjective assumptions relating to the future performance of Being Consultants Limited and the
resulting impact of this performance on the share price of the Group.
INDEPENDENT AUDITOR’S REPORT • WILLIAM BUCK 48
We were unable to obtain sufficient appropriate audit evidence to provide assurance over these
assumptions due to their subjective nature and accordingly we were unable to express an opinion as to
whether the recorded carrying value of the goodwill of $10.962m and contingent consideration of $5.6m
recognised by the Group and relating to the purchase of Being Consultants Limited in the year ended 31
March 2024 were materially correct and whether any adjustments to these amounts were necessary.
Our audit opinion for the year ended 31 March 2024 accordingly contained a qualification over these two
balances.
Being Consultants Limited was disposed of during the year ended 31 March 2025. However, since opening
balances enter into the determination of financial performance, we were unable to determine whether
adjustments might have been necessary in respect of the loss for the year reported in the consolidated
statement of profit or loss and other comprehensive income for the year ended 31 March 2025.
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the consolidated financial statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company or any of its
subsidiaries.
Material uncertainty related to going concern
We draw attention to Note 4.1 in the consolidated financial statements, which indicates that the Group
incurred a net loss of $11.5m and net cash outflows from operating activities of $3.3m during the year
ended 31 March 2025 and, as of that date, the Group’s current liabilities exceeded its total assets by $4.6m
and the Group was in a negative equity position of $7.0m. As stated in Note 4.1, these events or conditions,
along with other matters as set forth in Note 4.1, indicate that a material uncertainty exists that may cast
significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in
respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. In addition to the matters described in the
Basis for qualified opinion and Material uncertainty related to going concern sections we have determined
the matters described below to be the key audit matters to be communicated in our report.
INDEPENDENT AUDITOR’S REPORT • WILLIAM BUCK 49
Inventory Area of focus
(refer also to note 14)
The Group holds inventory of finished good with a net
book value of $511,000 as disclosed in Note 14. The
valuation of these assets has a direct impact on the
Comprehensive Income of the Group which is the
reason why we have given specific audit focus and
attention to this area.
How our audit addressed the key
audit matter
Our audit procedures included:
— Understanding the system of processing
inventory transactions
— Attended physical inventory counts on or
around balance date
— Completed detailed substantive testing of the
costing of inventory
— Tested that inventory at the reporting date is
stated at the lower of Cost or Net Realisable
Value by testing a selection of inventory
items to the most recent sales price less
costs to sell
— Review of disclosures in the financial
statements.
Intangible
Assets
Area of focus
(refer also to note 17)
The Group holds intangible assets with a net book
value of $5.583m as disclosed in Note 17. The
valuation of these assets and the significant
judgements involved in the valuation has a direct
impact on the Comprehensive Income of the Group
which is the reason why we have given specific audit
focus and attention to this area.
How our audit addressed the key
audit matter
Our audit procedures included:
— Understanding the breakdown of the
balances and reviewing the original
documentation and calculations that
produced the balances;
— Assessed the accounting treatment of the
balances including the allocation of the
intangible assets to the relevant cash
generating units;
— Performed a review of the impairment
assessment performed by management and
assessed the assumptions and components;
— Performed a review of the significant areas
of judgement involved in assessing the
intangible assets for impairment and
management’s response to these;
— Ensured appropriate disclosure has been
included in the financial statements
INDEPENDENT AUDITOR’S REPORT • WILLIAM BUCK 50
Other information
The directors are responsible for the other information. The other information comprises the Letter from the
Chair and CEO, Shareholder and Statutory information, Corporate Governance Statement, and Directory
included in the Group’s annual report for the year ended 31 March 2025, but does not include the
consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Directors’ responsibilities for the consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS, and for such internal control as the directors
determine is necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at
the External Reporting Board’s website:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-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.
INDEPENDENT AUDITOR’S REPORT • WILLIAM BUCK 51
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, 30 June 2025
Being AI Limited
Shareholder and Statutory Information
For the year ended 31 March 2025
52
Stock exchange listing
The Group’s shares are quoted on the NZX Main Board. As at 10 June 2025, the Company had
187,371,901 ordinary shares on issue (31 March 2025: 187,371,901 ordinary shares).
Distribution of security holders
Details of the distribution of ordinary shares amongst shareholders at 10 June 2025 are set out below.
20 largest shareholdings
The 20 largest shareholdings at 10 June 2025 are provided in the table below.
Size of Holding
Number
%
Number
%
1-999
521
72.36%
68,471
0.04%
1,000-4,999
119
16.53%
239,899
0.13%
5,000-9,999
27
3.75%
171,268
0.09%
10,000-99,999
39
5.42%
1,094,996
0.58%
100,000 - 499,999
8
1.11%
1,769,238
0.94%
500,000 or more
6
0.83%
184,028,029
98.22%
720
100.00%
187,371,901
100.00%
Number of Security Holders
Number of Securities
NameNumber of
shares held
% of
shares held
2061 Limited Partnership127,000,000 67.78%
Te Turanga Ukaipo Charitable Trust25,000,000 13.34%
2384 Limited Partnership20,000,000 10.67%
Excalibur Capital Partners Limited9,616,666 5.13%
Apz Limited1,363,466 0.73%
New Zealand Depository Nominee Limited1,047,897 0.56%
Jackson & Associates Limited400,000 0.21%
Johannes Lodewikus Cilliers380,000 0.20%
Arno Investments Limited305,000 0.16%
Russell Graham Roberts180,682 0.10%
Custodial Services Limited167,528 0.09%
Trinity Portfolio Limited130,000 0.07%
Anthony Theodore Bus105,432 0.06%
Guiping Chen100,596 0.05%
Wendi Kuang98,269 0.05%
Grant James Paterson & Joanne Therese Paterson90,000 0.05%
Evan Christian83,333 0.04%
Li Da Yang66,666 0.04%
Beconwood Superannuation Pty Limited60,000 0.03%
Chao Wang53,334 0.03%
Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2025
53
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 2025 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 and E K Trust Limited 127,000,000
Te Turanga Ukaipo Charitable Trust 25,000,000
2384 LP 20,000,000
Excalibur Capital Partners Limited 9,616,666
The total number of quoted financial products issued by the Company at 31 March 2025 were the
187,371,901 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
Roger Gower Independent director Appointed July 2020
Resigned October 2024
Andrew Higgs Independent director Appointed October 2024
Resigned January 2025
Joe Jensen Independent director Appointed March 2024
Resigned October 2024
Sean Joyce Executive director Appointed July 2020
Resigned October 2024
David McDonald Executive director Appointed March 2024
Resigned March 2025
Brett O'Riley Independent director Appointed October 2024
Resigned January 2025
Stephen Phillips Independent director Appointed March 2025
Michael Stiassny Independent director Appointed March 2025
Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2025
54
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 Consultants Limited David McDonald
Being Education GP Limited Katherine Allsopp-Smith, David McDonald
Being Educated Limited Katherine Allsopp-Smith, David McDonald
Being Holdco Limited Paul Forno, Sean Joyce
Being Labs Limited David McDonald
Being US Limited Paul Forno
Being Ventures Limited David McDonald
Filecorp NZ Limited Mike Dunshea, Paul Forno
Fingerprint IP Limited Katherine Allsopp-Smith, David McDonald
G3 Property Holdings Limited Mike Dunshea, Paul Forno
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
2025:
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
The Group had $187,000 payable to 2061 LP at 31 March 2025.
Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2025
55
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.
At 31 March 2025 the Group had a related party loan of $7.6 million from Wilshire Treasury Limited.
Katherine Allsopp-Smith receives a salary of $125,000 per annum for the provision of executive
management services.
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.
The Group had $187,000 payable to 2061 LP at 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.
At 31 March 2025 the Group had a related party loan of $7.6 million from Wilshire Treasury Limited.
Evan Christian receives a salary of $125,000 per annum for the provision of executive management
services.
Greg Cross Nature of Interest Financial Interest
Being AI Limited Director Directors’ fees
Cross Ventures Limited Director and shareholder Ownership
Eighty20.AI Inc, Eighty20.AI Limited Director, shareholder & CEO Salary & ownership
Paul Forno Nature of Interest Financial Interest
Being AI Limited Director Employee
remuneration &
share options
Send Global Limited Director and shareholder None
New Zealand Mail Limited Director, shareholder & CEO None
Filecorp Limited Director None
G3 Property Holdings Director None
Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2025
56
Roger Gower Nature of Interest Financial Interest
Roger Gower & Associates Limited Director & shareholder Ownership
WasteCo Group Limited Director & shareholder Directors’ fees
PrimePort Timaru Limited Director Directors’ fees
IntoWork Australia Limited Director Directors’ fees
IntoWork New Zealand Limited Director Directors’ fees
Me Today Limited Director & shareholder Directors’ fees
Being AI Limited Director & shareholder Directors’ fees
New Zealand Food Innovation Auckland
Limited
Director Directors’ fees
David McDonald Nature of Interest Financial Interest
Being AI Limited Director, CEO & shareholder Employee
remuneration &
ownership
2384 LP Director & shareholder Ownership
Futureverse Holdings Limited Shareholder Share ownership
DCG McDonald Limited Director & shareholder Ownership
BIMU Limited Director & shareholder Ownership
TrackBack Limited Director & shareholder Share ownership
David McDonald received remuneration as CEO of the BAI group of $415,000 per annum.
On 29 November 2024 the Company entered into a share sale and purchase agreement to sell Being
Consultants Limited back to 2384 LP, the original vendor from whom the Company purchased Being
Consultants Limited.
Sean Joyce Nature of Interest Financial Interest
Being AI Limited Director & shareholder Executive salary
Excalibur Capital Partners Limited Director & shareholder Ownership
Connemara Capital Trust Limited Director & shareholder Ownership
Excalibur owes Send Global Limited $2,000,000 pursuant to a loan agreement.
Connemara Capital Trust Limited, a consulting company owned and controlled by Sean Joyce, received
an annual remuneration of $250,000 per annum for the provision of services by Sean Joyce to the
Company as Director of Acquisitions and Capital.
Excalibur purchased 16,666 ordinary shares in the Company at $0.60 per share under the Company’s
share purchase plan in September 2024.
Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2025
57
Joe Jensen Nature of Interest Financial Interest
Being AI Limited Director & shareholder Directors' fees
Michael Stiassny Nature of Interest Financial Interest
Being AI Limited Director Directors’ fees
MS10 Limited T/A Stiassny + Co Director & shareholder Ownership
Steve Phillips Nature of Interest Financial Interest
Being AI Limited Director Directors’ fees
Other directors of subsidiary companies
The following entries were made in the interest registers of subsidiary companies during the year ended
31 March 2025:
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 2025 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
Name
Shares
Vested
Not vested
Katherine Allsopp-Smith
152,000,000
-
-
Evan Christian
152,000,000
-
-
Gregory Cross
-
-
-
Paul Forno
-
-
1,009,000
Gregory Cross
-
-
-
Stephen Phillips
-
-
-
Michael Stiassny
-
-
-
Share options granted
Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2025
58
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 2025 were $90,000.
Chief Executive Officer’s (‘CEO’s’) remuneration
David McDonald was CEO of the Group during the year to 31 March 2025. He received an annual salary
of $438,000 with no other remuneration or benefits in his role as CEO.
Directors'
fees
Employee
remuneration
Consulting
fees
Share based
payments
NZ$000 NZ$000 NZ$000 NZ$000
Directors of Being AI Limited
Katherine Allsopp-Smith-125--
Evan Christian-125--
Gregory Cross----
Paul Forno-421-261
Roger Gower38---
Andrew Higgs--50-
Joe Jensen38---
Sean Joyce-146--
David McDonald-438--
Brett O'Riley--53-
Stephen Phillips----
Michael Stiassny----
Being AI Limited
Shareholder and Statutory Information (continued)
For the year ended 31 March 2025
59
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:
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 2025.
Remuneration
Number
$100,000 - $109,999
5
$110,000 - $119,999
2
$130,000 - $139,999
1
$140,000 - $149,999
3
$150,000 - $159,999
2
$160,000 - $169,999
1
$200,000 - $209,999
1
$210,000 - $219,999
1
$220,000 - $229,999
1
$230,000 - $239,999
1
$280,000 - $289,999
1
$360,000 - $369,999
1
$370,000 - $379,999
1
$460,000 - $469,999
1
Being AI Limited
Board of Directors
60
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.ai, AGE Foundation Charitable Trust, AGE School, Send Global, Wilshire
Group and CM LLC.
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, Web 1.0 and 2.0) 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)
61
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 a number of 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,
renovating properties and contributing to various not for profit organisations.
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 2025
62
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 2025.
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
63
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 2025. 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 monthly and are attended by key management personnel, as required.
Additional meeting 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 show Director attendance at Board meetings for the 2025 financial year.
Board member Board meetings attended
Michael Stiassny -
1
Greg Cross -
1
Steve Phillips -
1
Katherine Allsopp-Smith 10
Evan Christian 9
Paul Forno 1
1
David McDonald 9
2
Andy Higgs 2
3
Brett O’Riley 2
3
Roger Gower 6
4
Joe Jensen 6
4
Sean Joyce 6
4
Notes:
1
appointed March 2025
2
resigned March 2025
3
resigned January 2025
4
resigned October 2024
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.
Being AI Limited
Corporate Governance Statement (continued)
For the year ended 31 March 2025
64
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.
The current members of the Audit, Finance, and Risk Committee are Steve Phillips, 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, 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 on a monthly
basis.
Being AI Limited
Corporate Governance Statement (continued)
For the year ended 31 March 2025
65
Diversity
The board recognise a 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 2025, the gender balance of the Company's directors and officers were as follows.
2025 2024
Female Male Female Male
Directors 1 4 1 4
Officers (excluding Directors) - 1 3 4
1 5 4 8
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
• 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.
Being AI Limited
Corporate Governance Statement (continued)
For the year ended 31 March 2025
66
Corporate governance best practice code
During the year ended 31 March 2025 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 recently removed
from the Being AI website.
The reconstituted Board will ensure these
are reviewed reloaded to the Being AI
website over the next six months.
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 has provided limited reporting on
environmental economic and social
sustainability factors to date while it focuses
on establishing its strategic priorities.
The wellbeing of its customers, employees
and other stakeholders is important to Being
AI, as is its social responsibility and
environmental impact. The Company will
implement and report on appropriate non-
financial measures in future periods.
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 currently 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.
The newly appointed audit, finance and risk
committee will work with management to
ensure an appropriate compliance and
monitoring process is implemented.
Recommendation 7.2 The external auditor should attend the
issuer’s Annual Meeting to answer
questions from shareholders in relation
to the audit.
William Buck, the Group’s Auditor, did not
attend the 2024 Annual meeting. However,
no matters arose at the meeting that
needed to be addressed by the Auditor.
The Group will ensure it makes adequate
arrangements to have the Auditor attend
the 2025 Annual Meeting.
Being AI Limited
Directory
67
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)
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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