Half Year Results

28/11/2025 12:43 NZDT, HALFYRP

Introduction

Being AI today releases its interim results for the first six months of FY26, a period marked by significant challenges. The Board has taken decisive steps to address financial and governance issues, with a clear focus on protecting shareholder value.

Financial Performance

For the six months ended 30 September 2025, Being AI recorded revenue of $17.4 million, an operating EBITDA profit from continuing operations of $0.7 million, and a net loss from continuing operations of $0.1 million. The Group’s performance was underpinned by the continued positive operational results of Send Global, which remains a key driver of value. The Group also recognised a loss from discontinued operations of $0.3 million and a $1.7 million gain from the divestment of the Education Group. However, profitability was impacted by overhead costs, interest payments, and other expenses associated with Being AI and its subsidiaries.

Operational and Governance Challenges

Being AI faced governance challenges following the resignation of independent directors Brett O’Riley and Andy Higgs in late January 2025. This resulted in a breach of NZX Listing Rule 2.1.1, as the Board no longer met the requirement for a sufficient number of independent directors. As a consequence, Being AI was placed in a trading halt from 3 February 2025 until 14 April 2025.

To address this situation, the Board appointed three new independent directors: Michael Stiassny, Greg Cross, and Steve Phillips. While compliance was restored, the breach led to a public censure from NZ RegCo, a $50,000 financial penalty, and an order to cover the costs of the disciplinary process.

Strategic Review

Since March 2025, the Board has undertaken a detailed strategic review to address Being AI’s financial position. This review has resulted in significant cost reductions, operational efficiencies, and the divestment of non-core assets as outlined below.

Consequent Subsidiary Update

Project Treehouse

A comprehensive review of Project Treehouse concluded that the initiative would continue to incur negative cash flows with no clear path to profitability. In response, the Board made the necessary decision to wind down Project Treehouse on 16 May 2025. Concurrently, the Group accepted the resignations of Group Chief Executive Officer David McDonald, Chief Technology Officer Nicolas Fourrier, and the remaining personnel supporting the project. This action was taken to prevent further losses and preserve shareholder value.

 

Being Education

In May 2025, Being AI completed the divestment of Being Education to Crimson Education Group. This strategic decision allowed the Group to eliminate $3.9 million in debt owed to Wilshire Treasury, along with a portion of trading liabilities, further simplifying the business and improving its financial position.

Send Global

In the latter stages of HY26, the focus has shifted to Send Global, which, despite its strong performance, faces financial constraints due to the broader group’s obligations.

Post half year balance date, as of 31 October 2025, Send Global had $9.3 million in outstanding debt to ANZ and $3.8 million (excluding unpaid interest) to Wilshire Treasury Limited. While Send Global continues to perform well, its projected cash flows are insufficient to offset the overheads, interest payments, and other costs associated with Being AI and its subsidiaries. Without further financial support, Send Global is unlikely to generate shareholder returns in its current form.

Being AI

As of 31 October 2025 Being AI had outstanding debt to Wilshire Treasury Limited of $500,000 and has recently agreed with Wilshire Treasury to increase the total facility to $1.1 million.

Proposed Transaction

In the course of exploring options, the Board received a non-binding indicative offer (NBIO) from Wilshire to acquire 100% of Send Global’s shares and related assets. This offer was announced to the market on 4 November 2025. An independent committee of directors—Michael Stiassny, Greg Cross, and Steve Phillips—evaluated the offer with the support of Simmons Corporate Finance Limited, which provided an independent valuation of Send Global’s shares.

After a thorough assessment, the independent directors determined that no viable or competing alternatives exist to address Being AI’s financial position. Wilshire, as the major shareholder (owning approximately 86% of Being AI’s shares), lender, and guarantor of Send Global’s senior debt, is uniquely positioned to provide the necessary financial support. The proposed transaction aligns with the independent valuation and represents the most pragmatic solution given the current financial circumstances.

Failure to proceed with this transaction would expose Being AI to significant financial risks, including the potential inability to meet its debt obligations. Following careful consideration and negotiation, the independent directors concluded that Wilshire’s offer is in the best interests of the company and its shareholders.

A conditional sale agreement has been executed, and a shareholder meeting to vote on the transaction is scheduled for 10 December 2025 at 3:00 PM. Shareholders are encouraged to review the materials and participate in this critical decision.

Being AI Board of Directors

28 November 2025