Announcement PDF Trade Window Holdings Limited Interim Financial Statements - For the period ended 30 September 2025 Trade Window Holdings Limited Contents For the period ended 30 September 2025 1 Corporate directory 2 Directors' declaration 3 Consolidated condensed statements of profit or loss and other comprehensive income 4 Consolidated condensed statements of financial position 5 Consolidated condensed statements of changes in equity 6 Consolidated condensed statements of cash flows 8 Notes to the consolidated condensed financial statements 9 1. General information 9 2. Material accounting policy information 9 3. Critical accounting judgements, estimates and assumptions 11 4. Revenue 11 5. Capital WIP 11 6. Issued capital 11 7. Financial instruments classification and risk management 12 8. Segment reporting 13 9. Related party transactions 13 10. Material transactions 14 11. Events after the reporting period 14 Trade Window Holdings Limited Corporate directory For the period ended 30 September 2025 2 Incorporation date 10 September 2021 Incorporation number 8233653 Principal activities Develop and commercialise technology solutions that provide international trade participants with a secure platform and tools to establish trust and trade globally in an efficient manner across interconnected networks. There have been no significant changes to the nature of these activities. Registered office TradeWindow Company Secretary Suite 4 31 Northcroft Street, Takapuna Auckland 0622 New Zealand Directors Kerry Michael Friend Alasdair (Alexander) John MacLeod Philip John Norman Albertus Johannes Smith The Directors were in office for the whole period unless otherwise stated. Independent auditor UHY Haines Norton Level 9 1 York Street Sydney NSW 2000 Trade Window Holdings Limited Directors' declaration For the period ended 30 September 2025 3 The directors present their report, together with the consolidated condensed financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Trade Window Holdings Limited (referred to hereafter as the 'Company') and the entities it controlled at the end of, or during, the period ended 30 September 2025. The directors are responsible for the preparation, in accordance with New Zealand law and generally accepted accounting practice, of consolidated condensed financial statements which give a true and fair view of the financial position of the Company as at 30 September 2025 and its financial performance for the period ended on that date. The directors consider that the consolidated condensed financial statements of the Company have been prepared using appropriate accounting policies, consistently applied and supported by reasonable judgements and estimates and that all relevant financial reporting standards have been followed. The directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the determination of the financial position of the Company and facilitate compliance of the consolidated condensed financial statements with the Financial Reporting Act 2013. The directors have responsibility for the maintenance of a system of internal controls designed to provide reasonable assurance as to the integrity and reliability of financial reporting. The directors consider they have taken adequate steps to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Signed in accordance with a resolution of the Directors. ___________________________ ___________________________ Alasdair MacLeod AJ Smith 28 November 2025 Trade Window Holdings Limited Consolidated condensed statements of profit or loss and other comprehensive income For the period ended 30 September 2025 Note 6 months to 30 September 2025 Unaudited 6 months to 30 September 2024 Unaudited 12 months to 31 March 2025 Audited $ $ $ The above consolidated condensed statements of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 4 Revenue Revenue 4 4,595,246 3,671,792 8,030,529 Other revenue 3,564 36,631 40,028 4,598,810 3,708,423 8,070,557 4,598,810 3,708,423 8,070,557 Expenses Personnel and employee expense (3,443,926) (3,561,867) (6,908,098) Depreciation and amortisation expense (631,629) (1,047,875) (1,852,747) Other expenses (1,809,092) (1,427,071) (2,688,622) Total expenses (5,884,647) (6,036,813) (11,449,467) Operating loss (1,285,837) (2,328,390) (3,378,910) Net finance expense (52,627) (68,053) (128,858) Loss before income tax expense (1,338,464) (2,396,443) (3,507,768) Income tax expense - - (9,917) Loss after income tax expense for the period (1,338,464) (2,396,443) (3,517,685) Other comprehensive (loss)/income Items that may be reclassified subsequently to profit or loss Foreign currency translation (1,774) 7,512 (76,211) (1,774) 7,512 (76,211) Total comprehensive loss for the period (1,340,238) (2,388,931) (3,593,896) Earnings (loss) per share Basic loss per share (cents) (1.01) (1.86) (2.75) Diluted loss per share (cents) (1.01) (1.86) (2.75) Trade Window Holdings Limited Consolidated condensed statements of financial position As at 30 September 2025 Note As at 30 September 2025 Unaudited As at 30 September 2024 Unaudited As at 31 March 2025 Audited $ $ $ The above consolidated condensed statements of financial position should be read in conjunction with the accompanying notes 5 Assets Current assets Cash and cash equivalents 1,084,285 504,609 392,212 Trade and other receivables 898,828 921,973 1,150,225 Contract assets - 22,454 5,250 Income tax receivable - 4,995 - Total current assets 1,983,113 1,454,031 1,547,687 Non-current assets Trade and other receivables 52,048 46,274 48,711 Property, plant and equipment 67,353 74,176 63,866 Right-of-use assets 32,227 87,473 59,850 Intangibles 9,116,008 10,451,018 9,700,248 Capital WIP 5 227,525 - - Total non-current assets 9,495,161 10,658,941 9,872,675 Total assets 11,478,274 12,112,972 11,420,362 Liabilities Current liabilities Trade and other payables 1,338,756 1,246,163 1,348,849 Related party payables - 9,729 - Lease liabilities 28,939 42,234 45,325 Income tax payable 14,238 4,420 14,767 Contract liabilities 766,707 651,445 709,903 Interest bearing loans and borrowings 370,645 231,958 369,815 Total current liabilities 2,519,285 2,185,949 2,488,659 Non-current liabilities Lease liabilities - 28,162 4,861 Interest bearing loans and borrowings 827,716 1,180,362 1,013,214 Total non-current liabilities 827,716 1,208,524 1,018,075 Total liabilities 3,347,001 3,394,473 3,506,734 Net assets 8,131,273 8,718,499 7,913,628 Equity Issued capital 6 50,621,625 49,131,431 49,098,450 Foreign currency translation reserve (130,695) (45,198) (128,921) Share based payments reserve 888,136 420,353 853,428 Accumulated losses (43,247,793) (40,788,087) (41,909,329) Total equity 8,131,273 8,718,499 7,913,628 Trade Window Holdings Limited Consolidated condensed statements of changes in equity For the period ended 30 September 2025 The above consolidated condensed statements of changes in equity should be read in conjunction with the accompanying notes 6 Foreign currency Share based Issued capital Accumulated losses translation reserve payments reserve Total equity $ $ $ $ $ Balance at 1 April 2025 49,098,450 (41,909,329) (128,921) 853,428 7,913,628 Loss after income tax expense for the period - (1,338,464) - - (1,338,464) Other comprehensive loss for the period, net of tax - - (1,774) - (1,774) Total comprehensive loss for the period - (1,338,464) (1,774) - (1,340,238) Transactions with Owners of the company: Contributions of equity, net of transaction costs (note 6) 1,523,142 - - - 1,523,142 Equity-settled share based payments - - - 34,708 34,708 Share options exercised (note 6) 33 - - - 33 Balance at 30 September 2025 - Unaudited 50,621,625 (43,247,793) (130,695) 888,136 8,131,273 Issued capital Accumulated losses Foreign currency translation reserve Share based payment reserve Total equity $ $ $ $ $ Balance at 1 April 2024 47,290,673 (38,391,644) (52,710) 394,051 9,240,370 Loss after income tax expense for the period - (2,396,443) - - (2,396,443) Other comprehensive income for the period, net of tax - - 7,512 - 7,512 Total comprehensive (loss)/income for the period - (2,396,443) 7,512 - (2,388,931) Transactions with Owners of the company: Contributions of equity, net of transaction costs (note 6) 1,770,008 - - - 1,770,008 Equity-settled share based payments - - - 26,302 26,302 Share options exercised (note 6) 70,750 - - - 70,750 Balance at 30 September 2024 - Unaudited 49,131,431 (40,788,087) (45,198) 420,353 8,718,499 Trade Window Holdings Limited Consolidated condensed statements of changes in equity For the period ended 30 September 2025 The above consolidated condensed statements of changes in equity should be read in conjunction with the accompanying notes 7 Foreign currency Share based Issued capital Accumulated losses translation reserve payments reserve Total equity $ $ $ $ $ Balance at 1 April 2024 47,290,673 (38,391,644) (52,710) 394,051 9,240,370 Loss after income tax expense for the period - (3,517,685) - - (3,517,685) Other comprehensive loss for the period, net of tax - - (76,211) - (76,211) Total comprehensive loss for the period - (3,517,685) (76,211) - (3,593,896) Transactions with Owners of the company: Contributions of equity, net of transaction costs (note 6) 2,033,196 - - - 2,033,196 Equity-settled share based payments 93,115 - - 140,843 233,958 Reclassification (note 6) (318,534) - - 318,534 - Balance at 31 March 2025 - Audited 49,098,450 (41,909,329) (128,921) 853,428 7,913,628 Trade Window Holdings Limited Consolidated condensed statements of cash flows For the period ended 30 September 2025 6 months to 30 September 2025 6 months to 30 September 2024 12 months to 31 March 2025 Note Unaudited Unaudited Audited $ $ $ The above consolidated condensed statements of cash flows should be read in conjunction with the accompanying notes 8 Cash flows from operating activities Receipts from customers 5,275,471 4,101,701 8,840,952 Payments to suppliers and employees (5,589,778) (5,307,626) (10,368,139) Grant and other income 2,788 2,560 2,668 Net cash used in operating activities (311,519) (1,203,365) (1,524,519) Cash flows from investing activities Payments for property, plant and equipment (24,642) (42,808) (58,923) Payments for capital work in progress 5 (227,525) - - Proceeds from disposal of property, plant and equipment 2,076 27,198 30,692 Interest received 1,641 13,117 21,142 Net cash used in investing activities (248,450) (2,493) (7,089) Cash flows from financing activities Interest paid on lease liability (2,043) (3,816) (6,896) Proceeds from share capital 6 1,515,528 1,704,811 2,033,196 Repayment of borrowings (184,668) (28,810) (58,100) Payments for lease liability - principal portion (21,247) (76,676) (96,886) Proceeds from exercise of share options 34 - - Interest paid (55,562) (73,219) (135,671) Net cash from financing activities 1,252,042 1,522,290 1,735,643 Net increase in cash and cash equivalents 692,073 316,432 204,035 Cash and cash equivalents at the beginning of the financial period 392,212 188,177 188,177 Cash and cash equivalents at the end of the financial period 1,084,285 504,609 392,212 Trade Window Holdings Limited Notes to the consolidated condensed financial statements For the period ended 30 September 2025 9 1. General information The consolidated condensed financial statements comprise Trade Window Holdings Limited (the ‘Company’) and its subsidiaries (together the ‘Group’). Trade Window Holdings Limited is a profit-oriented entity incorporated on 10 September 2021 and domiciled in New Zealand and registered under the Companies Act 1993. The consolidated condensed financial statements were authorised for issue, in accordance with a resolution of directors, on 28 November 2025. 2. Material accounting policy information These interim financial statements have been prepared consistently with the annual financial statements for the year ended 31 March 2025. The same accounting policies and methods of computation have been used. New or amended Accounting Standards and Interpretations adopted The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the External Reporting Board ('XRB') that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. NZ IFRS issued but not yet effective Future changes ● NZ IFRS18 - Presentation and Disclosure in Financial Statements Replaces NZ IAS 1 as the standard describing the primary financial statements and sets out requirements for the presentation and disclosure of information in NZ IFRS-compliant financial statements. Amongst other changes, it introduces the concept of the "management-defined performance measure" to financial statements and requires the classification of transactions presented within the statement of profit or loss within one of the five categories - operating, investing, financing, income taxes, and discontinued operations. It also provides enhance requirements for the aggregation and disaggregation of information. This change is effective for annual reporting periods beginning on or after 1 January 2027. The Group has not undertaken an assessment as to the impact of these changes at this stage. No other standards, amendments or interpretations that have been issued but are not yet effective are expected to materially impact the financial statements. Basis of preparation Statement of compliance These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the notes normally included in an annual financial report and should be read in conjunction with the audited financial statements for the year ended 31 March 2025. Going concern The Group prepares its financial statements on a going concern basis and expects to be able to realise its assets and meet its financial obligations in the normal course of business. The Group is an early-stage organisation and as such has reported a loss for the six months ended 30 September 2025 of $1.3 million (30 September 2024: $2.4 million), and operating cash outflows of $0.3 million (30 September 2024: $1.2 million). During the period the Group has continued to grow revenue and operate a disciplined cost structure which has delivered improvements to both profit and cashflow as seen in these financial statements. As at 30 September 2025, the Group held cash and cash equivalents of $1.1 million (30 September 2024: $0.5 million). During the period the Group successfully raised $1.6 million equity capital (before capital raise costs). Trade Window Holdings Limited Notes to the consolidated condensed financial statements For the period ended 30 September 2025 2. Material accounting policy information (continued) 10 Subsequent to the end of the half year, the group announced it is progressing Foreign Exempt Listing on the ASX and its intention to raise further equity capital via private placement and a share purchase plan. The private placement closed on 24 November 2025, conditionally placing A$5 million (approximate NZ$5.8 million) before costs, to existing and new investors. This capital will be used to accelerate the development of Freight AI, Trade Window’s next-generation freight forwarding operating system, to strengthen the Company’s balance sheet including repayment of debt, to support the growth of the Company in Australia and New Zealand and further afield and to facilitate the Company’s Foreign Exempt Listing on the ASX. The Board-approved financial forecasts for FY26 and FY27 project sufficient cash available to satisfy all financial obligations which arise in the next 14 months from 30 September 2025. The forecast cash flows are dependent on the key assumptions outlined below: a. Achievement of targeted revenue growth. Sales for FY26 are budgeted to increase between 25% to 37% on the prior year. As reported in these consolidated financial statements, the revenue for the first six months of FY26 is $4.6 million representing an increase of 25% over the same period last year. The Group notes that volatile and uncertain economic conditions are causing increasingly challenging trading conditions for customers, however new business demand including the existing deal pipeline remains healthy and is expected to continue to deliver revenue growth. b. Successful operation of cost-efficient business. The Group maintains a cost-efficient operating structure to serve its current and future customers. This move to a lower cost structure was successfully implemented in the second half of FY24. c. Accelerated development of Freight AI. The Group sees an opportunity to capture an unmet need in the market for a high degree of automation and decision support within modern freight forwarding. An accelerated development programme has been implemented targeting completion of the new platform in FY28. d. Completion of the November 2025 Placement. Settlement of the placement is scheduled for 15 December 2025. The issue and allotment of shares under the placement, are subject to shareholder approval at a Special Shareholders’ Meeting to be held on 10 December 2025, ASX approval of Trade Window’s Foreign Exempt Listing application, and the Company’s listing on that exchange. These conditions are expected to be met in mid-December 2025. e Compliance with ASB loan covenants. The Group is in full compliance with the terms of its ASB loan facility. A breach of these undertakings, which is not anticipated, could result in acceleration of remaining outstanding loan balance. Regular monthly principal repayments from April 2025 have reduced the outstanding balance as at 30 September 2025 to $0.9m. It is expected that proceeds of the November 2025 capital raise will be used to repay the entire loan. The forecast’s assumptions have been stress tested against a range of scenarios including material reduction in new business revenue without commensurate cost cutting, which demonstrates that the cashflow forecast is sensitive to changes in key growth assumptions. Should the Group be unable to achieve the forecast cash flows mentioned above, the Group may have insufficient liquid assets to be able to continue as a going concern for a period of at least 12 months from the issuance of these financials statements. Therefore, material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern and therefore that the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. The Directors consider the Group to be a going concern and believe the Group will achieve its financial forecasts to the extent necessary to ensure the Group will have sufficient liquidity to continue as a going concern and meet its financial obligations for the foreseeable future. Trade Window Holdings Limited Notes to the consolidated condensed financial statements For the period ended 30 September 2025 11 3. Critical accounting judgements, estimates and assumptions The preparation of the interim financial statements in conformity with NZ IFRS and IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The judgements, estimates and assumptions used in these interim financial statements are consistent with those from the 31 March 2025 annual financial statements. 4. Revenue 6 months to 30 September 2025 6 months to 30 September 2024 12 months to 31 March 2025 Unaudited Unaudited Audited $ $ $ Transactional revenue 2,413,760 1,919,841 4,288,953 Subscription revenue 1,945,629 1,561,201 3,280,335 Service revenue 147,181 113,530 231,126 Installation revenue 88,676 77,220 230,115 Total revenue 4,595,246 3,671,792 8,030,529 There is no significant seasonality or cyclicality of interim operating revenue. 5. Capital WIP As at 30 September 2025, the Group has recognised capital work in progress of $227,525. This balance primarily relates to ongoing development of the Freight AI project. 6. Issued capital 6 months to 30 September 2025 6 months to 30 September 2024 12 months to 31 March 2025 6 months to 30 September 2025 6 months to 30 September 2024 12 months to 31 March 2025 Unaudited Unaudited Audited Unaudited Unaudited Audited Number of shares Number of shares Number of shares $ $ $ Shares Balance 1 April 130,790,948 117,195,875 117,195,875 49,098,450 47,290,673 47,290,673 Issue of ordinary shares 8,771,525 10,815,521 12,690,858 1,515,528 1,704,811 2,033,196 Shares issued in respect of payment of vendor services 41,946 340,083 483,466 7,614 65,197 93,115 Shares issued in respect of employee share options exercised 14,490 362,505 420,749 33 70,750 - Reclassification - - - - - (318,534) 139,618,909 128,713,984 130,790,948 50,621,625 49,131,431 49,098,450 During the six months ended 30 September 2025, Trade Window Holdings Limited raised $1,633,256 before capital raise expenses, by way of two private placements: ● On 24 June 2025, 3,333,329 ordinary shares were issued, raising $599,999. ● On 24 September 2025, 5,438,196 ordinary shares were issued, raising $1,033,257. During the period vendors accepted payment in shares of $7,614 (shares issued 41,946). Trade Window Holdings Limited Notes to the consolidated condensed financial statements For the period ended 30 September 2025 6. Issued capital (continued) 12 At 30 September 2025, share capital comprised 139,618,909 shares. All issued shares rank equally, are fully paid and have no par value. 7. Financial instruments classification and risk management Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group manages liquidity risk by maintaining adequate cash reserves and banking facilities. Forecast and actual cash flows are continuously monitored with the maturity profiles of the majority of financial assets and liabilities matched. Liquidity profile of financial assets 1 Year or less 1-5 Years More than 5 years Total contractual cashflows $ $ $ $ Six months ended 30 September 2025 - Unaudited Cash and cash equivalents 1,084,285 - - 1,084,285 Trade receivables 790,171 - - 790,171 1,874,456 - - 1,874,456 Six months ended 30 September 2024 - Unaudited Cash and cash equivalents 504,609 - - 504,609 Trade and other receivables 712,389 - - 712,389 1,216,998 - - 1,216,998 Year ended 31 March 2025 - Audited Cash and cash equivalents 392,212 - - 392,212 Trade receivables 913,015 - - 913,015 1,305,227 - - 1,305,227 Trade Window Holdings Limited Notes to the consolidated condensed financial statements For the period ended 30 September 2025 7. Financial instruments classification and risk management (continued) 13 Financial liabilities based on contractual cashflows due within 1 Year or less 1-5 Years More than 5 years Total contractual cash flows Carrying amount of liabilities $ $ $ $ $ Six months ended 30 September 2025 - Unaudited Trade payables 1,338,756 - - 1,338,756 1,338,756 Interest bearing loans and borrowings 436,652 845,374 - 1,282,026 1,198,361 Lease liabilities 29,123 - - 29,123 28,939 1,804,531 845,374 - 2,649,905 2,566,056 Six months ended 30 September 2024 - Unaudited Trade and other payables 1,246,163 - - 1,246,163 1,246,163 Interest bearing loans and borrowings 372,764 1,237,522 63,615 1,673,901 1,412,320 Lease liabilities 42,234 28,162 - 70,396 70,396 Related party payables 9,729 9,729 9,729 1,670,890 1,265,684 63,615 3,000,189 2,738,608 12 months ended 31 March 2025 - Audited Trade and other payables 1,348,849 - - 1,348,849 1,339,628 Interest bearing loans and borrowings 446,860 1,052,603 29,077 1,528,540 1,383,030 Lease liabilities 48,288 4,037 - 52,325 50,186 1,843,997 1,056,640 29,077 2,929,714 2,772,844 8. Segment reporting An operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker ("CODM") on a monthly basis. The CODM, who is responsible for allocating resources and assessing performance of the operating segment(s) is part of the senior leadership team and is involved in strategic decision making of the Group. Management has determined there is one operating segment based on the reports reviewed by the CODM. The reason for looking at the business as one segment is because of the inter-related nature of the services and their dependence on the Trade Window software which cannot be separated between different products and services. The performance of the operating segment is reviewed by the CODM and action plans are agreed with the management where necessary to improve performance of the business. The reportable operating segment derives its revenues from the provision of software solutions to its customers. There are no major customers that contribute more than 10% of revenues. The CODM assesses the performance of the operating segment from revenue to net income. The total revenue, direct costs, operating expenses, interest and foreign exchange gains and losses, tax and net income are reviewed. The amounts reported with respect to segment total assets and liabilities are measured in a manner consistent with the consolidated statement of financial position. Reportable segment assets and liabilities are equal to total assets and liabilities hence no reconciliation is required. The majority of the Group's operations are within New Zealand and there are no other material geographic segments. 9. Related party transactions There were no significant related‑party transactions in the period that were not consistent with those disclosed in the FY25 Financial Statements. Trade Window Holdings Limited Notes to the consolidated condensed financial statements For the period ended 30 September 2025 14 10. Material transactions There were no other material transactions requiring separate disclosure in the period. 11. Events after the reporting period Subsequent to the end of the half year, the group commenced Foreign Exempt listing on the ASX and launched a capital raising to secure approximately A$5 million via private placement. The placement closed on 24 November 2025, with the Company conditionally placing A$5 million. The ASX listing and the Placement conditions are expected to be met in mid- December 2025 Apart from the above, no other matter or circumstance has arisen since 30 September 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.