Half Year Results and Interim Report

Results for announcement to the market
Name of issuer RTO Limited
Reporting Period 6 months to 30 September 2025
Previous Reporting Period 6 months to 30 September 2024
Currency NZD

Amount
(000s)
Percentage change
Revenue from continuing operations $70 -77%
Total Revenue $70 -77%
Net profit/(loss) from continuing operations ($56) -136.83%
Total net profit/(loss) ($56) -136.83%
Interim/Final Dividend
Amount per Quoted Equity Security It is not proposed to pay a dividend
Imputed amount per Quoted Equity Security Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period
Prior comparable
period
Net tangible assets per Quoted Equity Security
$
0.0305
$
0.0568
A brief explanation of any of the figures above
necessary to enable the figures to be understood
This announcement is extracted from RTO
Limited’s unaudited interim financial
statements for the six month ended 30
September 2025. A copy of these
unaudited interim financial statements is
attached to this announcement.
Authority for this announcement
Name of person authorised to make this
announcement
Sean Joyce
Contact person for this announcement Sean Joyce
Contact phone number 021 865 704
Contact email address sean@corporate-counsel.co.nz
Date of release through MAP 28/11/2025

---

1


RTO Limited

Interim Financial Result
For the 6 months ended 30 September 2025








CONTENTS

Page

Chairman’s Report 2
Interim Consolidated Statement of Comprehensive Income 4
Interim Consolidated Statement of Changes in Equity 5
Interim Consolidated Statement of Financial Position 6
Interim Consolidated Statement of Cash Flows 7
Reconciliation of Net Operating Cash Flows to Net Loss After Tax 8
Condensed Notes to the Interim Financial Statements 9
Company Directory 17

CHAIRMAN’S REPORT
RTO LIMITED
For the six months ended 30 September 2025
2
28 November 2025
Dear Shareholder,

Going Forward
The Board continues to actively looking to identify a suitable business opportunity to invest in and/or acquire
through a reverse takeover transaction (RTO). Discussions have been had with several potential acquisition
targets to date, but none of those discussions have developed into a tangible transaction to date.

What is an RTO?
An RTO is a transaction structured such that the Company would acquire 100% of the business assets, or the
shares in the company that owns the business assets, in consideration for the payment of cash and/or the
issue of new shares in the Company, to the vendors, to fund the acquisition.

The new business acquired would then effectively become a subsidiary of the Company (the listed company),
trading on the NZX Main Board. The stakeholders in the business acquired, would ultimately become
shareholders in the Company as part of the RTO, and would have representation at the Board level as
appropriate.

In conjunction with the RTO process, the Company would seek to raise additional growth capital to assist in
funding the future growth of the business.

Investment Criteria
The Board is focusing on business opportunities that satisfy one or more of the following investment criteria:

• The business has excellent personnel and management.

• The business operates in an attractive and positive business sector.

• The business has a robust business model.

• The business has solid historical earnings, or alternatively has a sound business platform from which
to implement its business plan and generate strong earnings in the future.

• The business owns proprietary intellectual property.

• The business has potential to grow organically, via acquisition, or through the further investment in
capital plant.

• The business has the potential to scale internationally.

• The business would benefit from being able to raise additional capital on the market.

The Board continues to investigate all credible investment opportunities that may present themselves.

CHAIRMAN’S REPORT
RTO LIMITED
For the six months ended 30 September 2025
3

Yours sincerely



Sean Joyce
Chair
RTO Limited
28 November 2025

Interim Consolidated Statement of Comprehensive Income
RTO Limited
For the six months ended 30 September 2025

4

6 mths ended 6 mths ended 12 mths ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
(unaudited) (unaudited) (audited)
Notes
$ $ $



Revenue


Interest and fee income 4 887 7,435 10,882
Other income 4 69,000 300,000 300,000

Total Income 69,887 307,435 310,882

Expenses


Directors' fees 12 (69,000) (69,000) (138,000)
Interest expense - (3,920) (3,920)
Other operating expenses 5 (56,844) (82,578) (224,198)

Total expenses (125,844) (155,498) (366,118)

Net loss before income tax (55,957) 151,937 (55,236)

Income tax benefit/(expense) - - -

Net profit/(loss) after tax (55,957) 151,937 (55,236)

Total comprehensive loss for the period (55,957) 151,937 (55,236)

Attributable to:
Owners of the parent company (55,957) 151,937 (55,236)


Weighted Earnings/(loss) per share


Basic (loss) per share (cents per share): 6 (0.02) 0.03 (0.02)
Diluted (loss) per share (cents per share): 6 (0.02) 0.03 (0.02)













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

Interim Consolidated Statement of Changes in Equity
RTO Limited
For the six months ended 30 September 2025

5
Notes Share Contributed Accumulated Total


Capital Capital Losses Equity

$ $ $ $

Balance at 1 April 2024 (audited) 13,547,337 407,606 (13,788,750) 411,924

Loss for the period - - 151,937 151,937
Total comprehensive loss for the
period - - 151,937 151,937
Issue of ordinary shares, net of
transaction costs


250,000
250,000

Balance at 30 September 2024
(unaudited) 13,797,337 407,606 (13,636,813) 568,130


Balance at 1 April 2024 (audited) 13,547,337 407,606 (13,788,750) 166,192

Loss for the year - - (55,236) (55,236)
Total comprehensive loss for the year - - (55,236) (55,236)

Issue of ordinary shares, net of transaction
costs 250,000 - - 250,000


Balance at 31 March 2025 (audited) 13,797,337 407,606 (13,843,986) 360,956


Balance at 1 April 2025 (audited) 13,797,337 407,606 (13,843,986) 360,956

Profit for the period - - (55,957) (55,957)
Total comprehensive profit for the
period - - (55,957) (55,957)
Issue of ordinary shares, net of
transaction costs - - - -

Balance at 30 September 2025
(unaudited) 13,797,337 407,606 (13,899,943) 305,000











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

Interim Consolidated Statement of Financial Position
RTO Limited
For the six months ended 30 September 2025

6
30 Sep 2025 30 Sep 2024 31 Mar 2025
(unaudited) (unaudited) (audited)
Notes
$ $ $


Current assets
Cash and cash equivalents

217,640 480,897 288,535
Prepayments and other receivables 33,868 32,460 13,113
Total current assets 251,508 513,356 301,648

Non-current assets
Prepayments and other receivables 75,000 75,000 75,000
Property, plant and equipment 196 392 261
Total non-current assets 75,196 75,392 75,261

Total assets 326,704 588,748 376,910


Current liabilities
Trade and other payables 15,486 14,869 4,453
Accruals, provisions and other liabilities 6,219 5,750 11,500
Borrowings 9 - - -
Total current liabilities 21,704 20,619 15,953

Non-current liabilities
Borrowings 9 - - -
Total non-current liabilities - - -

Total liabilities 21,704 20,919 15,953

Net assets 305,000 568,130 360,956

Equity
Share capital 13,797,337 13,797,337 13,797,337
Contributed capital 407,606 407,606 407,606
Accumulated losses (13,899,943) (13,636,813) (13,843,986)
Total equity 305,000 568,130 360,956

Net tangible assets per share (cents per
share): 7 3.05 5.68 3.61

For and on behalf of the Board:



Dated: 28 November 2025
These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes form part
of these interim financial statements and should be read in conjunction with them.

Interim Consolidated Statement of Cash Flows
RTO Limited
For the six months ended 30 September 2025

7


6 mths
ended
6 mths ended 12 mths
ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
(unaudited) (unaudited) (audited)
Notes
$ $ $


Cash flows from operating activities

Interest received
887 7,435

10,882
Income taxes refunded

Other Income



-

69,000


5,300

-

5,300

-

Operating inflows

69,887 12,735 16,182

Payments to suppliers and employees


(140,782)

(166,680)

(362,488)
Operating outflows


(140,782)

(166,680)

(362,488)

Net cash from / (used in) operating activities


(70,895)

(153,945)

(346,307)


Cash flows used in investing activities
Proceeds from short term Investments - - -
Net cash from / (used in) investing activities 12 - - -


Cash flows used in financing activities
Payments for issue of share capital
- - -
Net cash from / (used in) financing activities - - -

Net increase in cash and cash equivalents

(70,895)

(153,945)

(346,307)
Cash and cash equivalents at the beginning of the
period

288,535 634,841

634,842
Cash and cash equivalents at the end of the period

217,640 480,896

288,535









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

Reconciliation of Net Operating Cash Flows to Net Loss After Tax
RTO Limited
For the six months ended 30 September 2025

8

6 mths
ended
6 mths
ended
12 mths
ended

30 Sep 2025 30 Sep 2024 31 Mar 2025
(unaudited) (unaudited) (audited)
$ $ $


Net profit for the period

(55,957)

151,937

(55,236)

Adjustments for:
Depreciation 65

131

522
Loss on disposal of fixed assets - - -
Capitalised interest income
- - -
Capitalised and accrued interest expense
- 3,920 3,920
Other non-cash items
-

(300,000)

(300,000)

(55,892)


(144,013)


(351,055)



Changes in net assets and liabilities:

(Increase) / decrease in prepayments and other
receivables

(20,755)

(20,049)

(3,036)
Increase / (decrease) in trade and other payables

11,033

14,460

4,044
Increase / (decrease) in accruals, provisions and other
liabilities (excluding deferred revenue)

(5,281)

(5,750) -
Increase / (decrease) in interest accrual on borrowings - - -
Net cash (used in) / generated by operating
activities

(70,895)

(153,945)

(346,306)














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

Condensed Notes to the Interim Financial Statements
RTO Limited
For the six months ended 30 September 2025

9
1. General Information
These unaudited interim financial statements are for RTO Limited (the “Company”) and its subsidiaries (together
the “Group”).
The Company and its subsidiaries are limited liability companies, domiciled and incorporated in New Zealand.
The Company is listed by NZX Limited on the NZX Main Board (“NZX”).
The Company is registered under the Companies Act 1993 and is an FMC Reporting Entity under part 7 of the
Financial Markets Conduct Act 2013.
The Group does not currently undertake any commercial business activities. There has been no change in the
nature of the Group’s business during the period. This should be read in conjunction with the comments in Note
14 : Going Concern.
There are no seasonal or cyclical influences on these interim results.

2. Basis of Preparation
These unaudited interim financial statements for the six months ended 30 September 2025 have been prepared
in accordance with Generally Accepted Accounting Practice in New Zealand (‘NZ GAAP’) and with the
requirements of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules. They also
comply with the International Accounting Standard 34: Interim Financial Reporting. These unaudited interim
financial statements do not include all the notes of the type normally included in an annual financial report and
should be read in conjunction with the financial statements published in the Annual Report for the year ended
31 March 2025 which have been prepared in accordance with New Zealand equivalents to International
Financial Reporting Standards (“NZ IFRS”) and International Financial Reporting Standards (IFRS).
The consolidated financial statements are presented in New Zealand dollars.

3. Accounting Standards
These unaudited interim financial statements have been prepared using the same accounting policies and
methods of computation detailed in the Company’s Annual Report for the year ended 31 March 2025 .
There were no NZ IFRS, or NZ IFRIC interpretations adopted during the period, nor any that are not yet effective
that would be expected to have a material impact on the Company.


4. Revenue


The Group recognises revenue from the following major sources:
• Interest income from term deposits and bank accounts.
• Bond debt forgiven and other income is reimbursement of a reverse takeover listing.


6 mths ended 6 mths ended 12 mths ended

30 Sep 2025 30 Sep 2024 31 Mar 2025

(unaudited) (unaudited) (audited)

$ $ $
Interest income from term deposits and bank
accounts 887 7,435 10,882
Debt Forgiven
Other Income
-
69,000
300,000
-

300,000
-
Total Income 69,887 307,435 310,882

Condensed Notes to the Interim Financial Statements
RTO Limited
For the six months ended 30 September 2025
10
5.Other Operating Expenses
6 mths ended 6 mths ended 12 mths ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
(unaudited) (unaudited) (audited)
$ $ $
Accounting, consulting and legal 19,253 31,812 132,604
Audit fees 7,156 6,902 12,652
Depreciation expenses 65 131 261
Insurance expenses 13,165 9,510 20,620
NZX fees and list charges 10,656 13,526 24,182
Other operating expenses 6,549 1,203 17,198
Professional services -6,62716,680
Rent -799 -
Share Registry Charges -12,068 -
56,844 82,578 224,198
6.Weighted Earnings Per Share
6 mths ended 6 mths ended 12 mths ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
(unaudited) (unaudited) (audited)
Basic earnings/(loss) per share (cents): (0.55) 0.03 (0.02)
Diluted earnings/(loss) per share (cents): (0.55) 0.03 (0.02)
The losses and weighted average number of ordinary shares used in the calculation of loss per share are as
follows:
6 mths ended 6 mths ended 12 mths ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
Loss for the period attributable to owners of the
parent company ($) (55,957) 151,937 (55,236)
Weighted average number of ordinary shares used in
the calculation of basic and diluted earnings per
share 10,000,026 569,938,551 312,443,895
The weighted average number of shares has been calculated for the period to the date of approval of the
consolidated financial statements.

Condensed Notes to the Interim Financial Statements
RTO Limited
For the six months ended 30 September 2025
11
The Group presents basic and diluted earnings per share (EPS) information for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of
ordinary shares on issue throughout the year. Diluted earnings per share is calculated by adjusting the profit or
loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding,
adjusted for the effects of all dilutive potential ordinary shares. There were no financial instruments considered
to be dilutive as at 30 September 2025.
7.Net tangible assets per share
30 Sep 2025 30 Sep 2024 31 Mar 2025
(unaudited) (unaudited) (audited)
Net tangible assets ($) 305,000 568,130 360,956
Issued shares at balance date 10,000,026 10,000,026 10,003,026
Net tangible assets per share (cents) 3.05 5.68 3.61
8.Share Capital
Issued and paid up capital
No. of
Shares $
673,759,059 13,547,337
62,500,000
(726,259,033)
250,000
-
Ordinary shar es at 1 April 2024
Ordinary shares issued during
the period
Consolidation of Shares
Ordinary shares as at
30 September 2024
10,000,026 13,797,337
Ordinary shares at 1 April 2024 673,759,059 13,547,337
Ordinary shares issued during
the year
62,500,000
(726,259,033)
250,000
-
10,000,026 13,797,337
10,000,026 13,797,337
- -
- -
Consolidation of Shares
Ordinary shares as at 31 March
2025
Ordinary shar es as at 1 April
2025
Ordinary shares issued during
the period
Consolidation of Shares
Ordinary shares as at
30 September 2025
10,000,026 13,797,337

Condensed Notes to the Interim Financial Statements
RTO Limited
For the six months ended 30 September 2025
12
9.Borrowings
30 Sep
2025
30 Sep
2024
31 Mar
2025
(unaudited) (unaudited) (audited)
$ $ $
Current borrowings
Bonds - - -
Non-current borrowings
Bonds - - -
B
onds
The Group issued $2,000,000 bonds on 18 December 2017 to Blackwell Global Group Limited (BGGL), a related
party at a fixed interest rate of 6%. The bonds were to mature three years from the issue date at their nominal
value of $2,000,000.
T
he Group issued a further $500,000 bonds to BGGL on 27 April 2019 at a fixed interest rate of 6%. The interest
is payable six monthly. The bonds were to mature three years from the issue date at their nominal value of
$500,000.
T
he bonds are secured by a first ranking general security deed over all the present and after acquired property
of RTO Limited.
T
he contributed capital component of the bonds represents the difference in fair value between the current fixed
interest rate and the estimated interest rate of a similar bond issued to a third party.
T
he bond agreement with BGGL was amended by Deed of Variation dated 24 March 2020. The maturity period
was extended from three to four years, and the interest rate reduced from 6% to 0% for six months starting 24
March 2020.
O
n 25 November 2020 a Letter of Undertaking was agreed with BGGL further extending the bond maturity date
to 30 June 2022, with 0% interest until maturity.
In June 2021, the Company redeemed $1,000,000 of the Bonds for cash and paid $750,000 to BGGL in June
2021, and $250,000 in August 2021.
Dur
ing the 2022 year, upon receiving shareholder approval, BGGL capitalised $500,000 of its Bonds into
71,428,571 new ordinary shares in the Company, at an issue price of $0.007 per share. This development
provided the Company with an additional $500,000 of capital which provided the Company with sufficient
working capital to fund the outgoings and expenses.
O
n 25 July 2022 the independent directors proposed, subject to shareholder approval, for BGGL to further
extend the maturity date of the Bonds to 31 December 2023, and for them to not call for repayment prior to that
date except in liquidation or through capitalisation.
T
he net present value of the bonds has been adjusted on the balance sheet for the present value of the face
values at maturity using the original effective interest rate of 6% per annum.
D
uring the 2023 year, upon receiving shareholder approval to capitalise $450,000 principal amount of the Bonds
at an issue price of $0.0045 per new share for an issue of 100,000,000 fully paid shares in the Company on 17
October 2022.
O
n 22 April 2024 BGGL forgave the repayment of $200,000 of secured bonds.

Condensed Notes to the Interim Financial Statements
RTO Limited
For the six months ended 30 September 2025

13
On 26 August 2024 following receiving shareholder approval BGGL capitalised $250,000 of secured bonds into
62,500,000 shares at $0.004 per share. BGGL forgave the remaining balance of $100,000 secured bonds with
immediate effect.

All liability of the Company under the secured bonds has now been extinguished.

On 30 August 2024 the Company completed the consolidation of shares on 73.6259 shares into 1 share in the
Company basis. RTO Limited now has 10,000,026 ordinary shares post completion of the consolidation.



6 mths ended 6 mths ended 12 mths ended

30 Sep 2025 30 Sep 2024 31 Mar 2025

(unaudited) (unaudited) (audited)

$ $ $
Balance at beginning of period - 546,080 546,080
Repayment of bonds - - -
Liability component carried forward - 546,080 546,080
Interest accrual - -

Payment of interest on bonds - 3,920 3,920
Debt Forgiven - (300,000) (300,000)
Capitalisation - (250,000) (250,000)
Bond liability - 250,000 250,000

Bond liability in current borrowings - - -
Bond liability in non-current borrowings - - -
Bond liability - - -


10. Subsidiaries
Details of the Group’s subsidiaries at the end of the reporting period are as follows:


Proportion of interest and
voting power held by the Group
Name of subsidiary Principal activity 30 Sept 2025 31 March 2025
NZF Money Limited (in receivership) In receivership

100% 100%

The place of incorporation and operation for all subsidiaries is New Zealand. The balance date of all companies
in the Group is 31 March. All subsidiary entities were dormant in the current and previous financial periods.

Condensed Notes to the Interim Financial Statements
RTO Limited
For the six months ended 30 September 2025

14
11. Financial Instruments by Category
Financial Assets
Total at amortised cost

$
30 Sep 2025

Cash and cash equivalents 217,640
Other receivables 33,868
Total 251,508


Total at amortised cost

$
31 Mar 2025

Cash and cash equivalents 288,535
Other receivables 13,113
Total 301,648


Total at amortised cost

$
30 Sep 2024

Cash and cash equivalents 480,897
Other receivables 32,460
Total 513,356


Financial Liabilities
Total at amortised cost

$
30 Sep 2025

Trade and other payables 15,486
Borrowings -
Accruals and other liabilities 6,219
Total 21,704



Total at amortised cost

$
31 Mar 2025

Trade and other payables 4,453
Borrowings -
Accruals and other liabilities 11,500
Total 15,953

Condensed Notes to the Interim Financial Statements
RTO Limited
For the six months ended 30 September 2025

15

Total at amortised cost

$
30 Sep 2024

Trade and other payables 14,869
Borrowings -
Accruals and other liabilities 5,750
Total 20,619

12. Related Parties
RTO Limited (the Group) is majority owned by Blackwell Global Group Limited (incorporated in the Cayman
Islands) which at 30 September 2025 owned 74.08% of the Company’s shares. The party that ultimately controls
Blackwell Global Group Limited is Mr Kaw Sing Chai, who also owns 7.59% of the Company’s shares in his own
name. The remaining 18.33% of the Company’s shares are widely held.


Directors fees

6 mths ended 6 mths ended 12 mths ended

30 Sep 2025 30 Sep 2024 31 Mar 2025

(unaudited) (unaudited) (audited)

$ $ $
Sean Joyce 43,125 43,125 86,250
Craig Alexander 25,875 25,875 51,750
Total remuneration of Directors 69,000 69,000 138,000

During the period, James Law, who retired in accordance with the provisions of the Constitution of the Company
and the NZX Main Board Listing Rules offered himself for re-election as a Director of the Company and was re-
elected by shareholders of the Company at the 2025 Annual Meeting.


13. Going Concern
The Group has incurred a net loss for the period of $55,957 (30 September 2024: profit of $151,937), (31 March
2025: loss of $55,236) and as of 30 September 2025 has an equity surplus of $304,999. The Company has
sufficient cash resources to meet its “business as usual” financial obligations as comprise a going concern for
the next 24 months. Should these cash resources deplete unexpectedly, this may indicate the existence of a
material uncertainty that would impact the adoption of the going concern assumption. The Board has
implemented several strategies to reduce the outgoings of the Company and is actively looking to identify a
suitable business opportunity to invest in and/or acquire through a reverse
takeover transaction (RTO).

The Company can meet business as usual costs given the current bank balance of $217,640.

The Directors in determining that the financial statements be prepared on a going concern basis have taken
into account events after the balance date.


14. Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker is identified as the Board of Directors. The Group
internally reported as a single operating segment to the chief decision-maker.

Condensed Notes to the Interim Financial Statements
RTO Limited
For the six months ended 30 September 2025

16
15. Capital Commitments
There were no capital commitments at 30 September 2025 (31 March 2025 and 30 September 2024: Nil).

16. Contingent Assets and Liabilities
There are no material contingencies as at 30 September 2025 (31 March 2025 and 30 September 2024: Nil).

17. Subsequent Events
There are no subsequent events as at 30 September 2025.

18. Approval of Financial Statements
The financial statements were approved by the Directors and authorised for issue on 28 November 2025.

17
COMPANY DIRECTORY

As at 30 September 2024





Independent Directors Share Registrar
Sean Joyce

Link Market Services Limited
Craig Alexander

Deloitte Centre, 80 Queen Street, Auckland

Tel: 09 375 5998
Non-executive Directors
Kaw Sing Chai (ceased 22/04/2024)

Solicitors
Say Chan Law

Chapman Tripp
Kim Chan Steve Chua (ceased
22/04/2024)

Level 34, PwC Tower, 15 Customs Street West

Auckland
Registered Office
84 Coates Avenue
Orakei, Auckland Auditor
William Buck
Incorporated Level 4, 21 Queen Street, Auckland
22 January 2004

Shares Issued
10,000,026 Ordinary Shares