20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: Not applicable

Commission File Number: 001-39693

TRITERRAS, INC.

(Exact name of Registrant as specified in its charter)

Not applicable	Cayman Islands
(Translation of Registrant’s name into English)	(Jurisdiction of incorporation or organization)

9 Raffles Place, #23-04 Republic Plaza

Singapore 048619

(Address of principal executive offices)

Alvin Tan

9 Raffles Place, #23-04 Republic Plaza

Singapore 048619

Telephone: +65 6661 9240

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Ordinary Shares⁽¹⁾

Warrants⁽¹⁾

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

⁽¹⁾ Our Ordinary Shares and Triterras Warrants (as defined below) were delisted from Nasdaq effective as of March 24, 2022, and, on the date of this Annual Report, are quoted on the OTC Expert Market under the symbols “TRIRF” and “TRIRW,” respectively, on an “unsolicited only” basis.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or ordinary shares as of the close of the period covered by the Annual Report: 76,524,081 Ordinary Shares and 25,981,000 Triterras Warrants.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.  See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP ☐	International Financial Reporting Standards as issued	Other ☐
	by the International Accounting Standards Board ☒

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.  Item 17 ☐ Item 18 ☐

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

	TRITERRAS, INC. Table of Contents	Page
PART I		1
	ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
	ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	1
	ITEM 3. KEY INFORMATION	1
	ITEM 4. INFORMATION ON THE COMPANY	29
	ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	54
	ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	78
	ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	91
	ITEM 8. FINANCIAL INFORMATION	93
	ITEM 9. THE OFFER AND LISTING	97
	ITEM 10. ADDITIONAL INFORMATION	98
	ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	123
	ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	124
PART II		125
	ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	125
	ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	125
	ITEM 15. CONTROLS AND PROCEDURES	125
	ITEM 16. RESERVED	127
	ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	127
	ITEM 16B. CODE OF ETHICS	127
	ITEM 16C PRINCIPAL ACCOUNTING FEES AND SERVICES	128

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	ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	128
	ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	129
	ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANTS	129
	ITEM 16G. CORPORATE GOVERNANCE	130
	ITEM 16H. MINE SAFETY DISCLOSURE	130
	ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	130
PART III		132
	ITEM 17. FINANCIAL STATEMENTS	132
	ITEM 18. FINANCIAL STATEMENTS	132
	ITEM 19. EXHIBITS	133

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Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 20-F (including information incorporated by reference herein, this “Annual Report”) contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements.  These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Annual Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report unless otherwise indicated.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.  These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control.  Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Annual Report, or the documents to which we refer readers in this Annual Report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.

Additional Information Regarding Delisting of the Company’s Securities

The Company was unable to file its Annual Report for fiscal year ended February 28, 2021 (the “FY 2021 Annual Report”) with the U.S Securities and Exchange Commission (the “SEC”) by the December 1, 2021 extended deadline which the Nasdaq Stock Market LLC (“Nasdaq”) had granted to the Company.

As a result of the Company’s failure to timely file the FY 2021 Annual Report and regain compliance with Nasdaq Listing Rule 5250(c)(1) by such date, the Company’s Ordinary Shares and the Triterras Warrants were delisted from Nasdaq effective as of March 24, 2022. See the “Explanatory Note” to the FY 2021 Annual Report, filed with the SEC on March 7, 2022, for additional information regarding the delisting of the Company’s securities from Nasdaq.

As at the date of the filing of this Annual Report, the Company’s Ordinary Shares and Triterras Warrants are quoted on the OTC Expert Market on an “unsolicited only” basis under the symbols “TRIRF” and “TRIRW”, respectively.  Pursuant to Rule 15c2-11 under the Exchange Act, as of September 26, 2021, companies that do not make current information publicly available under the rule are transitioned to the OTC Expert Market, where trades are limited primarily to private purchases and sales among sophisticated investors with sufficient investment experience, among others.  The Company is currently reviewing alternatives for trading of its securities in the

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United States, and has, at the date of this Annual Report, submitted an application for trading of the Ordinary Shares and the Triterras Warrants on the over-the-counter market. The Company intends to attempt to relist the Ordinary Shares and the Triterras Warrants on Nasdaq as soon as practicable through the normal relisting application process.

Information Concerning the Company’s Financial Statements

Certain amounts that appear in this Annual Report may not sum due to rounding.

Unless stated otherwise, all amounts presented in this Annual Report are in U.S. Dollars.

Certain Information Concerning the Company and the Business Combination

The Company was originally incorporated in the Cayman Islands.  The registered office of the Company is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

On  July 29, 2020, Netfin Acquisition Corp., a Cayman Islands exempted company (“Netfin”), MVR Netfin LLC, a Nevada limited liability company, as the representative of Netfin as of the date of the Business Combination Agreement (as defined below) and immediately prior to the closing, (the “Netfin Representative”), the Company (formerly Netfin Holdco), Netfin Merger Sub, a Cayman Islands exempted company (“Netfin Merger Sub”), Symphonia Strategic Opportunities Limited (“SSOL”) and IKON Strategic Holdings Fund (“IKON”) (together with SSOL, the “Sellers”), entered into a Business Combination Agreement (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement: (1) the Sellers agreed to sell, transfer, convey, assign and deliver to the Company all of issued and outstanding ordinary shares of Triterras Fintech Pte. Ltd. (“TFPL”) owned by the Sellers in exchange for an aggregate of $60,000,000 in cash, 51,622,419 Netfin Holdco Ordinary Shares of the Company, and up to an additional 15,000,000 ordinary shares of the Company upon the Company meeting certain financial or share price thresholds;  and (2) Netfin Merger Sub, a wholly-owned direct subsidiary of the Company, would merge with and into Netfin, with Netfin being the surviving corporation in the merger and a wholly owned direct subsidiary of the Company following the merger (the transactions described above, collectively, the “Business Combination”).  The Business Combination was consummated on November 10, 2020 and on such date the Company changed its name from Netfin Holdco (“Holdco”) to Triterras, Inc.

The Company is the common parent company of a group of companies and the principal activities of the Group are those relating to financial technology platform solutions which facilitate trading and trade finance for small and medium sized enterprises using innovative blockchain-enabled technology.  With our investment in Trade Credit Partners the Company has become an inadvertent investment company.  See “Risk Factors” and “Operating and Financial Review and Prospects” elsewhere in this Annual Report for a discussion of the triggering events leading to a Company becoming subject the Investment Company Act and what action the Company is taking to not be subject to the Investment Company Act.

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The immediate holding company as of February 28, 2022 is SSOL, a company incorporated in Mauritius. SSOL is fully owned by an individual shareholder. Prior to the Business Combination, the immediate and intermediate holding company as of February 29, 2020 are Antanium Holdings Pte. Ltd. and Antanium Global Pte. Ltd. respectively, both incorporated in Singapore.

See “Item 4 – Information on the Company” below for additional information regarding the Company.

DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, references to the “Company” are to Triterras, Inc., whereas references to “Triterras,” “we,” “us,” or “our” are to Triterras, Inc. and its subsidiaries.

In this Annual Report:

“Companies Act” means the Companies Law (2020 Revision) of the Cayman Islands.

“Executive Management” means the executive management team of Triterras.

“Fintech” means Triterras Fintech Pte. Ltd.

“Group,” means Triterras, Inc., an exempted company incorporated in the Cayman Islands on February 19, 2020 and, where the context requires, its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries, as at any applicable reference date.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Netfin” means Netfin Acquisition Corp., a Cayman Islands exempted company with registration number 350412.

“Netfin Class A ordinary shares” means Netfin’s Class A ordinary shares, par value $0.0001 per share.

“Netfin IPO” means the initial public offering of Units of Netfin, consummated on July 30, 2019.

“Ordinary Share” means the ordinary shares of Triterras, par value $0.0001 per share.

“Private Placement Warrant” means Warrants sold in private placements in connection with the Netfin IPO.

“Public Shares” means Netfin Class A ordinary shares issued as part of the Units sold in the Netfin IPO.

“Public Warrants” means Warrants included in Units sold in the Netfin IPO.

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“Registration Rights Agreement” means that registration rights agreement, dated as of November 10, 2020, by and among the Company, Netfin, MVR Netfin LLC, SSOL and IKON and certain other parties thereto, with respect to the Ordinary Shares and other securities of Triterras.

“Sellers” means Symphonia Strategic Opportunities Limited, a Mauritius private company limited by shares (“SSOL”), and IKON Strategic Holdings Fund, a Cayman Islands exempted company (“IKON”).

“Total Transaction Volume” means the dollar volume of trades and the trade finance transactions facilitated by the Kratos™ Platform.

“Trade Finance Volume” means the dollar volume of trade finance transactions facilitated by the Kratos™ Platform.

“Transaction Volume” means the dollar volume of trades facilitated by the Kratos™ Platform.

“Triterras Warrants” means the warrants issued by the Company, each of which entitle the holder thereof to purchase for $11.50 per share one Ordinary Share (subject to adjustment in accordance with the Warrant Agreement).  As part of the Business Combination, a total of 25,300,000 Public Warrants (exercisable at $11.50 per share) and 681,000 Private Placement Warrants (exercisable at $11.50 per share) became Triterras Warrants.

“Units” means Units issued in the Netfin IPO, each consisting of one share of Netfin Class A ordinary shares and one Warrant.

“USD” or “$” means United States Dollars.

“Warrant Agreement” means that certain Warrant Agreement, dated as of July 30, 2019, between Netfin and the warrant agent named therein.

“Warrants” means warrants, issued pursuant to the Warrant Agreement, to purchase Netfin Class A ordinary shares issued in the Netfin IPO and simultaneous private placements.  Each whole warrant entitled the holder thereof to purchase one share of Netfin Class A ordinary shares at a price of $11.50 per share (subject to adjustment in accordance with the Warrant Agreement) and upon the Closing became a Triterras Warrant.

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Part I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. Reserved

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

An investment in the Company’s securities carries a significant degree of risk. You should carefully consider the following risks and other information in this Annual Report, including our consolidated financial statements and related notes included elsewhere in this Annual Report, before you decide to purchase the Company’s securities.  Additional risks and uncertainties of which we are not presently aware or that we are currently unable to predict or we currently deem immaterial could also affect our business operations and financial condition. If any of these risks actually occur, our business, financial condition, results of operations or prospects could be materially affected. As a result, the trading price of the Company’s securities could decline, and you could lose part or all of your investment.

Summary of Risk Factors

The following summary highlights some of the principal risks that could adversely affect our business, financial condition or results of operations. This summary is not complete and the risks summarized below are not the only risks we face.

Risks Related to Our Business

• Our securities have been delisted from Nasdaq and any relisting application may not be approved by Nasdaq.

• We have previously identified material weaknesses in the internal control over financial reporting, which have been remediated, but may from time to time identify new material weaknesses.

• We are subject to risks associated with legal and regulatory proceedings and inquiries.

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• The success of our Trade Marketplace depends on the performance of our customers in completing their obligations under the trade marketplace contracts.

• The success of our Kratos™ trading platform depends on generating and maintaining ongoing, profitable client demand for its products and services. The Kratos™ platform’s Total Transaction Volume, and consequently our revenues and profits, could be materially adversely affected if we are unable to retain our current customers or attract new customers.

• We are dependent on external, non-exclusive sources of funding to provide trade financing to our users and a withdrawal of a major financing source from Kratos™ or an inability to attract new financing providers may have a significant impact on our business and profits.

• We rely on our reputation in the commodities trading industry to grow our customer base and secure financing and liquidity, and damage to our reputation or brand name may have an adverse effect on our business.

• The failure of any of our critical third-party service providers to fulfill their performance obligations could have a material adverse effect on our operations or reputation and may cause revenue and earnings to decline.

• We rely on the performance of our technology platform, the failure of which could have an adverse effect on our business and performance.

• The application of distributed ledger technology is rapidly evolving, may contain inherent flaws or limitations, may not be widely adopted or may be opposed by other industry participants.

• We may be unable to implement our business plans successfully in a timely manner, or at all, or to achieve the anticipated benefits from the Business Combination, existing or future acquisitions, joint ventures, investments or dispositions. We also may underestimate resources required to complete a project.

• We have an evolving business model and we cannot offer any assurance that modifications to our business model will be successful or will not result in harm to our business.

• We operate in a highly competitive market. Our competitors may independently develop products or services similar to or better than our products.

• The COVID-19 pandemic and measures taken in response thereto, as well as developments in U.S.-China trade policies may significantly impact our business.

• Cyber-attacks and other security breaches could have an adverse effect on our business.

• Changes in value of our warrants, accounted for as liabilities, could have a material effect on our financial results.

Risks Related to Our Regulatory Compliance

• We may face litigation and other risks and uncertainties as a result of new material weaknesses in our internal control over financial reporting.

• Our governance, risk management, compliance, audit and internal control processes and programs might not be effective and may result in outcomes that could adversely affect our reputation, financial condition and operating results.

• We may become subject to requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

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Risks Related to Our Securities

• The trading price of the Company’s securities has been and may continue to be volatile. Analyst reports, fluctuations in operating results, earnings and other factors have and may continue to have adverse effect on the price and trading volume of our securities.

• Future sales of our securities by us or our existing securityholders, exercises of our Warrants, and our future issuance of additional securities may result in dilution to our securityholders and depress the market price of our securities.

• We have incurred high costs of being a public company.

• We are a “foreign private issuer” and an “emerging growth company” and are exempt from certain securities laws and regulations.

• Our founder, Chairman and Chief Executive Officer, as majority shareholder, is able to exert control over us.

• Our governing documents include provisions that restrict the ability of our securityholders to bring a claim against us or our directors and officers, and limit the availability of takeover proposals.

• Our securityholders may be subject to adverse U.S. tax treatment.

Our business faces many risks. We believe the risks described below are the material risks that we face. However, the risks described below may not be the only risks we face. Additional unknown risks or risks that we currently consider immaterial may also impair our business operations. If any of the events or circumstances described below actually occurs, our business, financial condition or results of operations could suffer, and the trading price of our securities could further decline significantly. Investors should consider the specific risk factors discussed below, and the other information contained or incorporated by reference herein and the other documents that we file from time to time with the SEC.

Risks Related to Our Business

Our securities were delisted from Nasdaq, which has had and may continue to have a material adverse effect on our business and the trading and price of our securities.

Our Ordinary Shares and the Triterras Warrants were delisted from Nasdaq effective March 24, 2022. As at the date of the filing of this Annual Report, the Company’s securities are quoted on the OTC Expert Market on an “unsolicited only” basis.  Pursuant to Rule 15c2-11 under the Exchange Act, as of September 26, 2021, companies that do not make current information publicly available under the rule are transitioned to the OTC Expert Market. 

The delisting of our securities from Nasdaq and their limited trading on the OTC Expert Market have had and may continue to have adverse effects on our business, including the following:

• less liquidity and value for our securities;

• trades on the OTC Expert Market are primarily limited to private purchases and sales among sophisticated investors;

• more limited market quotations for our securities;

• more limited information concerning our securities, or their trading prices and volume;

• more limited research coverage by stock analysts;

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• loss of reputation, loss of employee confidence, or loss of institutional investors or interest in business development opportunities;

• more difficult and more expensive financings in the future;

• decreased ability to issue additional securities or obtain additional funding in the future; and

• loss of exemption under U.S. states securities registration requirements, which may require us to comply with applicable U.S. state securities laws.

 We plan to seek to relist our Ordinary Shares and Triterras Warrants on Nasdaq as soon as practicable through the normal relisting application process. However, we cannot assure you that we will relist our securities successfully on Nasdaq or another national securities exchange, or that once relisted, our securities will remain listed thereon. An active trading market for the Company’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your Ordinary Shares and/or Triterras Warrants unless an active market for such securities can be established and sustained.

We have identified material weaknesses in our internal control over financial reporting, which have been remediated.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of February 28, 2021, based on the COSO 2013 Framework. Based on this evaluation, management had determined that, as of such date, the Company did not have an effective control environment, risk assessment process, information and communication process and monitoring activities. At such time, management concluded that the Company’s internal control over financial reporting were not effective as of February 28, 2021.

Management, under the supervision of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, and oversight of the Board, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of February 28, 2022, based on the COSO 2013 Framework. Based on this evaluation, management has determined that, as of such date, the Company has an effective control environment, risk assessment process, information and communication process and monitoring activities.  Management has concluded that the Company’s internal control over financial reporting were effective as of February 28, 2022. In addition, the Company has concluded that, as of February 28, 2022, the Company’s disclosure controls and procedures were effective.

Maintaining effective disclosure controls and procedures and effective internal control over financial reporting are necessary for us to produce reliable financial statements. The implementation of the Company’s remediation plans with respect to material weaknesses that existed as of February 28, 2021 have been completed (except for those with continuous ongoing obligations) and, as noted above, the Company has concluded that its internal control over financial reporting and its disclosure controls and procedures were effective as of February 28, 2022. However, there can be no assurance that additional material weaknesses will not arise in the future. Any development of new material weaknesses in our disclosure controls and procedures or internal control over financial reporting, could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, or could result in a restatement of our financial statements, the imposition of sanctions (including the inability of registered broker dealers to make a market in our securities), or investigations by regulatory authorities (such as the SEC), any of which, in turn, could have a

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material adverse effect on our business, financial condition and the trading price of our securities.

We are and may continue to be subject to litigation and regulatory risks that could adversely affect our business.

We are currently party to a class action lawsuit. See “Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings.” for more information about such class action lawsuit. On April 27, 2022, the Company and other parties in the class action entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”). The Settlement Agreement was preliminarily approved by the Court on May 20, 2022. Pursuant to the terms of the Settlement Agreement, the Company has paid $9 million, of which we currently expect to receive recoveries from our insurers of $4.25 million, although there can be no assurance that we will in fact receive a contribution from our insurers in this or any amount. The Settlement Agreement is subject to final approval by the court and the fulfilment of other conditions set forth therein, all of which involve inherent risks and substantial uncertainties. See “Financial Information — Consolidated Statements and Other Financial Information — Legal Proceedings” for a further discussion of this matter.

We may be subject to additional litigation in the future. Defending against litigation can be expensive, time-consuming, disruptive to our operations and distracting to our management. There is a possibility that we will suffer adverse decisions or verdicts of substantial amounts or be enjoined from conducting our business as planned.

The outcome of legal proceedings, regulatory inquiries and other contingencies regardless of the merits of the claims or allegations are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. In addition, we could suffer reputational damage or a deterioration of our relationships with customers in connection with the resolution of legal or regulatory proceedings or investigations. As a result, allegations against us, or the announcement of a legal or regulatory proceeding or inquiry involving us, irrespective of the ultimate outcome of that proceeding or inquiry, may harm our reputation and, as such, materially damage our business and its prospects. In recognition of these considerations, we may enter into agreements or other arrangements to settle litigation and resolve such challenges. No assurance can be given that such agreements can be obtained on acceptable terms, or that they will be approved by a court if court approval is required, or that litigation will not occur.   Any such agreements or litigation also may significantly increase our expenses. While we maintain insurance coverage for certain types of claims, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise.

The success of our Kratos™ trading platform depends on generating and maintaining ongoing, client demand for its products and services, and the failure of that demand to materialize or any future significant reduction in such demand could materially negatively affect our business.

Our trading platform uses distributed ledger technology and was implemented as an innovation of existing technology to exploit growing trends to replace physical processes with more efficient digital and automated processes. While some aspects of the system have been developed and deployed, other aspects of the platform are under continued development, and predicated on the trading community comprising suppliers, buyers, financiers, insurers, traders and brokers adopting changes in their internal processes to meet the standardized specifications

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of the trading platform. We launched the Kratos™ platform in June 2019, but we cannot assure you that we will be able to continue development of the platform or grow the platform as anticipated. In addition, the community-wide technology service envisioned by Kratos™ may never fully materialise or may not be as successful as envisioned due to factors beyond our control as set in this Annual Report.  

The success of our business depends on creating and maintaining a demand for our products and services with favorable margins. We anticipate that, like other distributed ledger platforms, Kratos™ will become more appealing as its scale grows. If we are unable to continue to add innovative services, additional lenders to provide financing and insurers to provide credit insurance, we may not be able to attract additional transactions, margins and/or users to Kratos™. The ability to realize or maintain this demand could be negatively affected by numerous factors, many of which will be beyond our control and unrelated to our future work product.

Furthermore, the distributed ledger industry is characterized by rapid technological change. New technologies could emerge that might enable our competitors to offer products and services with better combinations of price and performance, or that better address client requirements, than the Kratos™ platform. Competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, regulatory requirements, technologies, standards or client requirements. If we are unable to fully develop our trading platform or if our trading platform does not achieve its intended benefits, then our future growth, financial condition and results of operations may be materially adversely affected.

Additionally, Kratos™ is still relatively new to the industry and, if its full potential is achieved, may replace traditional physical processes of trade and trade finance. As a result, Kratos™ faces the same risks as any other disruptive technology, such as functionality and customer and market acceptance as well as uncertainty over practice, rules and regulations. Regulators are working to create cohesive legal and regulatory framework to support the rapid evolution of digitization in trade and trade finance and this may materially affect our ability to develop our trading platform without incurring high costs.

The platform’s Total Transaction Volume, and consequently our revenues and profits, could be materially adversely affected if we are unable to retain our current customers or financial providers and/or attract new customers or financial providers.

We must maintain and expand our customer base to drive the Total Transaction Volume necessary to maintain and increase our revenues. Our success also depends on our ability to offer competitive prices and services in an increasingly price-sensitive business. We may be unable to retain our existing customers or financial providers and or to attract new customers or financial providers, including for reasons unrelated to them. If we lose a substantial number of our current customers or financial providers or are unable to attract new customers or financial providers, our business will be adversely affected. Furthermore, declines in our Total Transaction Volume may negatively impact the market on Kratos™, which could result in lower than expected revenues from parties using the platform and could materially adversely affect our ability to retain our current customers and or attract new customers.

Additionally, there is no guarantee that new customers or suppliers will continue to use our trading platform after their onboarding or their initial use.

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We are dependent on external, non-exclusive sources of funding to provide trade financing to our users and a withdrawal of a major financing source from Kratos™ or our inability to attract new financing providers may have a significant impact on our business and profits.

While we are not entirely dependent on liquidity and access to external sources of funding to provide trade finance on the Kratos™ platform, we do rely on the willingness of third party lenders and other traders using the “trade finance” sub-module to finance the transactions and provide trade credit. Some lenders are only willing to provide trade financing where credit insurance is available, so trade finance volume is also linked to the availability of credit insurance. Our ability to facilitate transactions also is significantly tied to the availability of financing options for our users, and our ability to attract diversified financing providers. The participation of financing providers on the Kratos™ platform is non-exclusive and does not prohibit financing providers from working with our competitors or from offering competing products. As a result of the foregoing, any of our financing providers could with minimum notice elect to enter into exclusive or more favorable relationships with other businesses.

More generally, the participation of financing providers on the Kratos™ platform may cease at any time because of events which we are unable to control, such as general market disruptions, global pandemics, regulatory changes, geopolitical conflicts, fluctuation or volatility in the prices of commodities or an operational problem that affects our users or our business. For example, if the commodities market begins to decline, finance providers may begin to withdraw from the sector, which may reduce the availability of trade finance on the Kratos™ platform. We cannot assure you that a current provider of trade finance will not withdraw from the Kratos™ platform or the commodities business, despite otherwise profitable dealings. Any failure to facilitate sufficient third-party financing, including, on reasonable terms, could have an adverse impact on our business, financial condition, and results of operations.

We rely on our reputation in the trading industry to grow our customer base and secure financing and liquidity, and damage to our reputation or brand name may have an adverse effect on our business.

Our success significantly depends on our credibility and reputation with all of our suppliers, customers, employees, financiers insurance underwriters and logistics service providers. Our reputation could be damaged in a variety of circumstances, including, among others, prolonged disruption to services, poor quality of products and/or services, failure to perform our contractual obligations, adverse litigation judgments or regulatory decisions, unfavorable outcomes of governmental inspections, or the inability to comply with applicable legal/regulatory timelines. We have been and may increasingly become a target for public scrutiny, including complaints to regulatory agencies, negative media coverage, and malicious allegations. See “Risk Factors – Techniques employed by short sellers and/or arbitrage strategies employed by certain investors may drive down the trading price of our securities.” Negative publicity could also have a material adverse effect on our reputation, thereby affecting our business, financial condition and results of operations. Such reputational damage could lead to a decreased customer base, reduced income and higher operating costs, including the ability to attract new users of our services.

The failure of any of our critical third-party service providers to fulfil their performance obligations could have a material adverse effect on operations or reputation and may cause revenue and earnings to decline.

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Our trading platform is supported by external third-party service providers such as cloud-computing and data storage services, internet network services, information-security protection services and add-on search and screening services. These services are based on contracts with standard service obligations to be performed by the providers. The failure of these service providers to perform their obligations as expected may disrupt our business by causing delays on our platform, security breaches or other technological issues, could result in the loss of customers and cause reputational harm to us.

We rely on the performance of our technology platform, the failure of which could have an adverse effect on our business and performance.

Our technology platform requires the continued operation of sophisticated information technology systems and networks. Our computer-based systems are vulnerable to interruption or failure due to cyber-security attacks, the introduction of viruses, malware, ransomware, security breaches, fire, power loss, system malfunction, network outages, data-entry errors, vandalism, severe weather conditions, catastrophic events, human error and other events that may be beyond our control, and our disaster recovery planning cannot account for all eventualities. System interruptions or failures, whether isolated or more widespread, could impact our ability to provide service to our customers, which could have a material adverse effect on our operations and reputation, and subject us to loss of customers and legal claims. Moreover, if we experience loss of critical data and interruptions or delays in our ability to perform critical functions, we may permanently lose existing customers using our Kratos™ platform and may not be able to attract new customers.

The application of distributed ledger technology is rapidly evolving and may contain inherent flaws or limitations.

Blockchain networks are an emerging technology that offer new capabilities which are still in the process of being fully proven. As with other novel software products, the computer code underpinning blockchain networks or solutions, on which Kratos™ relies, may contain errors or function in unexpected ways. Insufficient testing of code, as well as the use of external code libraries, may cause the software to break or function incorrectly. Any error or unexpected functionality may impact our ability to grow and maintain our customer base. In addition, there can be no certainty that the software and network on which Kratos™ runs, and the related technologies, will not contain undiscovered technical flaws or weaknesses, or that the cryptographic security measures that authenticate transactions and the distributed ledger will not be compromised. Any such failure in our blockchain technology could have a material adverse effect on our financial position, reputation and results of operations.

Distributed ledger technology may not be widely adopted or may be opposed by other participants in the financial industry.

The development of blockchain networks on which we rely is a new and rapidly evolving industry that is subject to a high degree of uncertainty. Factors affecting the further development of the blockchain industry that may affect our operations include:

• continued worldwide growth in the adoption and use of blockchain networks;

• the maintenance and development of the open-source software protocol of blockchain networks;

• changes in consumer demographics and public tastes and preferences;

• the popularity or acceptance of blockchain networks that we may use from time to time;

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• the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

• government and quasi-government regulation of blockchain networks, including any restrictions on access, operation and use of blockchain networks; and

• the general economic environment and conditions relating to blockchain networks.

Our business model is dependent on continued investment in and development of the blockchain industry and related technologies. If investments in the blockchain industry become less attractive to investors or innovators and developers, or if blockchain networks do not gain wide public acceptance or are not adopted and used by a substantial number of individuals, companies and other entities, it could have a material adverse impact on our prospects and our operations.

In addition, other participants in the financial industry (including certain regulators) and other industries may oppose the development of products and services that utilize distributed ledger technology. The market participants who may oppose such products and services may include entities with significantly greater resources, including financial resources, technical expertise and human resources, than we have. Our ability to operate and achieve our commercial goals could be adversely affected by any actions of any such market participants that result in additional regulatory requirements or other activities that make it more difficult for us to operate.

Notwithstanding any potential intellectual property rights that we may acquire, competitors may independently develop products or services similar to or better than ours.

While we may acquire certain intellectual property rights over the distributed ledger technology and the application that underlies the development of our Kratos™ platform, we do not have exclusive rights to the technology. Other businesses may exploit similar opportunities by using the same technology to develop similar or better products or services. If competitors are able to market such products or services first, our future growth plans and financial position may be adversely affected. Moreover, if a competitor develops or obtains exclusive rights to any or all of the technology that we use in the development of our platform, we may have to cease using such technology, which may impair our ability to advance the development of our trading platform without significant additional time and costs, if at all.

In addition, to meet the rapid evolution of technology and market expectations, our trading platform together with its underlying programs and software, need to be continually improved and developed. Improvements in technology generally lead users and customers to expect better products and services, and a failure to meet those expectations may cause our customers to choose the products and services offered by our competitors. As a result, failure to innovate or improve our platform and technology may impact our long-term success.

We may not be able to implement our business plans successfully in a timely manner, or at all.

Our business plans (as described in detail under the heading “Business — Our Strategy” below) is based on assumptions of future events which may entail certain risks and are inherently subject to uncertainties which are beyond the Company’s control, such as changes in the industry, availability of funds, sufficiency of manpower, competition, government policies and political and economic developments. These assumptions may not be correct, which could affect the commercial viability of our business plans. As such, we cannot assure

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you that our business plans will be implemented successfully or at all. If we fail to effectively and efficiently implement our business plans, we may not be successful in achieving desirable and profitable results.

Our growth plans rely on our ability to increase the number of new and existing customers using our Kratos™ platform. We launched Kratos™ platform in June 2019, and it is a relatively new technology for trading and trade finance, which traditional players may be reluctant to adopt. Our expectations for the number of projected customers using Kratos™ platform may not be accurate and our reliance on this growth model may not be successful. In addition, we may not be able to fully achieve our customer growth goals due to the offering of similar digital platforms by our competitors or potential changes in the commodities market affecting demand such as the global impact of the COVID-19 pandemic on the demand and supply of commodities, and we may not fully achieve our goals in evolving our business. We cannot assure you that we will be able to grow Kratos™ platform, which may have an adverse effect on our business, financial condition and results of operations.

Our ability to access capital markets could be limited.

From time to time, we may need to access the capital markets to obtain short-term or long-term financing. However, our ability to access the capital markets for financing could be limited by, among other things, our existing capital structure and credit ratings, and the delisting of our securities in March 2022. See “Risk Factors – Our securities were delisted from Nasdaq, which has had and may continue to have a material adverse effect on our business and the trading and price of our securities.” In addition, volatility and weakness in capital markets, including as a result of the COVID-19 pandemic, may adversely affect credit availability and related financing costs. The capital markets can experience periods of volatility and disruption. If the disruption in these markets is prolonged, our ability to obtain new credit or refinance existing obligations as they become due, on acceptable terms, if at all, could be adversely affected.

We have a limited operations history and are subject to material risks, and are therefore not assured to be profitable.

We have a limited operating history on which an investor might evaluate our business and future prospects. Our business is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel and financing sources and lack of revenues, any of which could have a material adverse effect on us and may force us to reduce or curtail our operations. In addition, the Kratos™ platform is nascent, and subject to material legal, operational, reputational, tax and other risks, including those applicable due to its use of distributed ledger technology and, as such, the likelihood of our continued successful operations must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with a business operating in a relatively new, highly competitive, and developing industry. Consequently, predicting our future transaction volume, trade finance volume, revenue and appropriately budgeting for our expenses is difficult, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or if we adjust our estimates in future periods, our operating results and financial position could be materially and adversely affected.

As a result of the foregoing risks, there is no assurance that we will achieve a return on shareholders’ investments and our likelihood of success must be considered in light of the

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uncertainties encountered by early-stage enterprises in a competitive environment. Even if we accomplish our objectives, we may not generate positive cash flows or profits in the near term, or at all.

We may be unable to achieve the anticipated benefits from the Business Combination, or any existing or future acquisitions, joint ventures, investments or dispositions.

We expect to continue to evaluate and seek to achieve our growth objectives by (i) optimizing our offerings to meet the needs of our customers through organic development, including by acquiring new customers and implementing operational efficiency initiatives, (ii) securing acquisitions, joint ventures, strategic investments and alliances, and dispositions and (iii) implementing our transformational strategy in connection with the Business Combination. At any given time, we may be engaged in discussing or negotiating a range of these types of transactions. If we are unable to successfully execute on our strategies to achieve our growth objectives, including with respect to any particular transaction or drive operational efficiencies, or if we experience higher than expected operating costs that cannot be adjusted accordingly, our growth rates and revenues could be adversely affected.

In addition, competition for acquisitions in the markets in which we operate has grown in recent years, and may increase costs of acquisitions or cause us to refrain from making certain acquisitions. We may also be subject to increasing regulatory requirements, heightened restrictions on and scrutiny of or all investments, and acquisitions under the anti-monopoly and competition laws, rules and regulations, the risk that acquisitions or investments may fail to close, due to foreign ownership restriction and prohibition, political and regulatory challenges or protectionist policies, as well as related compliance and publicity risks. Achieving the expected returns and synergies from existing and future acquisitions will depend in part upon our ability to integrate the products and services, technology, administrative functions and personnel of these businesses into our product lines in an efficient and effective manner. We cannot assure you that we will be able to do so, or that the acquired businesses will perform at anticipated levels or that we will be able to obtain these synergies. Management resources may also be diverted from operating our existing businesses by certain acquisition integration challenges. If we are unable to successfully integrate acquired businesses or generate the projected revenue from investments made, our anticipated revenues and profits may be lower. Our profit margins may also be lower, or diluted, following the acquisition of companies whose profit margins are less than those of our existing businesses.

Further, we may incur earn-out and contingent consideration payments in connection with future acquisitions, which could result in a higher-than-expected impact on our future earnings. We may also finance future transactions through debt financing, including the issuance of our equity securities, the use of existing cash, cash equivalents or investments or a combination of the foregoing. Acquisitions financed with debt could require us to dedicate a substantial portion of our cash flows to principal and interest payments and could subject us to restrictive covenants.

Future acquisitions financed with our own cash could deplete the cash and working capital available to fund our operations adequately. Difficulty borrowing funds, selling securities or generating sufficient cash from operations to finance our activities may have a material adverse effect on our results of operations.

We may also decide from time to time to dispose of assets or product lines that are no longer aligned with our strategic objectives and we deem to be non-core. Once a decision to

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divest has been made, there can be no assurance that a transaction will occur, or if a transaction does occur, there can be no assurance as to the potential value created by the transaction. The process of exploring strategic alternatives or selling a business could negatively impact customer decision-making, cause uncertainty and negatively impact our ability to attract, retain and motivate key employees. In addition, we may expend costs and management resources to complete divestitures. Any failures or delays in completing divestitures could have an adverse effect on our financial results and on our ability to execute our strategy.

We may underestimate resources required to complete a project.

Although we have processes in place to control resources involved in the development and delivery of products and services, there is a risk that the team implemented processes will not be effective, be it due to insufficient planning or uncontrollable external circumstances. This can result in rushed deliveries of products and solutions that do not meet our service standards, which can result in negative opinion from trading participants. Alternatively, we may be required to seek additional resources that were not included in the budgeting process, which could result in a lower profit margin or negative return on investment.

We have an evolving business model.

As blockchain technologies become more widely available and government regulations adapt to digitized registries private or public, we expect the services and products associated with them to evolve. As a result, to stay current with the industry, our business model may need to evolve as well. From time to time we may modify aspects of our business model relating to our product mix and service offerings. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business. We may not be able to manage growth effectively, which could damage our reputation and negatively affect our operating results.

We operate in a highly competitive market.

Our business is highly competitive and the markets in which we compete are rapidly evolving, subject to shifting customer needs and rapidly changing technology. Many of the companies that do and may potentially compete with us are larger, more established and better capitalized than we are. While we believe that the further development of the Kratos™ platform will give us a competitive advantage, we expect competition in our digital market to intensify. Increased competition may reduce the growth in our customer base and result in higher selling and promotional expenses. If we fail to sustain our competitive advantages, our business, results of operations and financial position may be materially and adversely affected.

We may not adjust our expenses quickly enough to match a significant deterioration in global financial markets.

Global recessions and other economic downturns may happen quickly, resulting in severe declines in total Transaction Volume and revenue, which may put stress on our ability to adjust costs and expenses to match. A failure to successfully adjust our costs and expenses may reduce margins and or result in losses. If we are unable to adjust expenses, one or more of our major customers or lenders may decide to stop using our products or services, which may have a substantial impact on our business.

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Global developments in the area of environmental, social and corporate governance as well as stringent environmental regulation could adversely impact us by increasing our compliance costs and could have a material adverse effect on our results and financial condition.

Global developments in the area of environmental, social and corporate governance (collectively, “ESG”) may result in investors, lenders and customers withdrawing from some industry segments seen to be negatively impacting their ESG principles. For example, palm oil plantations is known to be a large contributor of deforestation in Indonesia, which has resulted in banks and other financial institutions implementing ESG-related certifications for palm oil financing. If palm oil producers are unable to meet these certification requirements, the ability of such producers to obtain financing would be impacted negatively. In particular, this could impact Transaction Volume in the coal market, which represented 7% of the commodity trades (by value) facilitated by Kratos™, and the palm oil market which represented a substantial portion of the 21% of Kratos™ commodity trades (by value) attributable to oil seeds, each for the fiscal year ended February 28, 2022.

In addition, the palm oil and coal industries are subject to stringent environmental regulation. There has been a broad range of proposed and promulgated state, national and international regulation aimed at reducing the effects of climate change. Such regulations apply or could apply in countries where we have interests or could have interests in the future and/or could affect our Kratos™ platform. Such regulation could result in additional costs in the form of taxes and investments of capital to maintain compliance with laws and regulations.

Environmental regulations, including those in response to climate change, continue to evolve, and while it is not possible to accurately estimate either a timetable for implementation or our future compliance costs relating to implementation, it is possible that such regulation could have a material effect in the foreseeable future on our business, results of operations, capital expenditures or financial position.

Unexpected political events, trends and changes in policies in the countries and regions in which we operate may adversely affect our business.

Our customers operate in a large number of geographic regions and countries, some of which are categorized as developing, complex or having unstable political or social climates and, as a result, we are exposed to risks resulting from differing legal and regulatory environments, political, social and economic conditions and unforeseeable developments in a variety of jurisdictions. Our operations are subject to the following risks, among others:

• political instability;

• international hostilities, military actions, terrorist or cyber-terrorist activities, natural disasters, pandemics and infrastructure disruptions;

• differing economic cycles and or adverse economic conditions;

• unexpected changes in regulatory environments and government interference in the economy;

• changes to economic sanctions laws and regulations, including regulatory exemptions that currently authorize certain of our limited dealings involving sanctioned countries;

• varying tax regimes, including with respect to the imposition of withholding taxes on remittances and other payments by our partnerships or subsidiaries;

• differing labor or health and safety regulations;

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• changes in environmental regulations;

• the imposition of tariffs or sanctions;

• foreign exchange controls and restrictions on the repatriation of funds;

• fluctuations in currency exchange rates;

• inability to collect payments or seek recourse under or comply with ambiguous or vague commercial or other laws;

• insufficient protection against product piracy and differing protections for intellectual property rights;

• difficulties in attracting and retaining qualified management and employees, or rationalizing our workforce;

• differing business practices, which may require us to enter into agreements that include non-standard terms; and

• difficulties in penetrating new markets.

Our overall success as a global business depends on us and, in part, on our customers’ ability to anticipate and effectively manage these risks, and there can be no assurance that we or our customers will be able to do so without incurring unexpected costs. If our customers are not able to manage the risks related to international operations, their own trading volume and, consequently, their total trading volume on our platform, could decline, which would negatively impact our business, financial condition and results of operations.

We have had, and continued to experience, delays in collection of receivables which has increased our working capital cycle days.

We have had, and continue to experience, delays in collection of receivables which is in large part due to liquidity issues faced by our customers because of COVID-19. Delays in the collection of accounts receivable are likely to have a negative impact on the Company’s operating cash flows, we have recorded impairment charges on our receivables for the fiscal years ended February 28, 2022 and February 28, 2021 of $6.8 million and $3.9 million, respectively.

The extent to which the COVID-19 pandemic and measures taken in response may impact our business, results of operations, liquidity and financial condition is uncertain and difficult to predict.

The COVID-19 pandemic and the resulting weakening of the global economy, rapid increase in unemployment rates and a reduction in trading activity and business confidence may have a significant impact on our customers. These conditions may affect the number of new customers on our platform, the number of trades conducted on our platform or the transactions performed using our solutions, each of which is difficult to predict and any of which could adversely affect our operating results and financial condition on both a short-term and long-term basis. In addition, the measures taken by governments in response to COVID-19 may continue to reduce international trading activity, which may reduce Total Transaction Volume on our platform.

While we believe the COVID-19 pandemic will increase the importance and prominence of digital financial solutions such as Kratos™, the increased economic uncertainty and reduced economic activity, including in the trade and trade finance sectors, may delay the further development of Kratos™ or result in less than anticipated customer and Total Transaction Volume growth.

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Other factors related to the COVID-19 pandemic that may adversely impact our business operations include:

• service interruptions or impaired system performance due to failures of or delays in our systems or resources as a result of increased online activity;

• the possibility that one or more clusters of COVID-19 cases could occur at one of our locations, data centers or other third-party providers, affecting our employees or affecting the systems or employees of our customers or other third parties on which we depend;

• Customers could be affected or interrupted by business disputes, losses, industry consolidation, insolvency or government shut-downs, resulting in accounts receivable and related potential impairment charges or write-offs to the Company; and/or

• increased cybersecurity risks related to increased e-commerce and other online activity.

Natural disasters or other unanticipated catastrophes could impact our results of operations.

The occurrence of natural disasters, such as hurricanes, floods or earthquakes, pandemics or other unanticipated catastrophes at any of the locations in which our key customers do business may cause a decrease in demand for the commodities traded over our platform. The COVID-19 global pandemic has severely disrupted business operations, supply chain and workforce availability across the world, leading to substantial declines in business activities that have negatively impacted and may continue to negatively impact our business, financial condition and results of operations. The COVID-19 pandemic also presented and will continue to present challenges to our business operations as well as our customers, funders and others that we closely work with, such as closure of offices and facilities, disruptions to or even suspensions of normal business and logistics operations, as well as restrictions on travel. As the COVID-19 pandemic continues, or if any other global or regional pandemic emerges or if there is a similar outbreak or any natural disaster or weather event in a region in which we or our customers do business, the Total Transaction Volume of commodities traded on the platform may decrease, which would negatively affect our financial condition and results of operations.

Significant developments and potential changes in U.S.-China trade policies may significantly decrease demand for commodities in China.

The United States government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries. For example, since 2018, the United States and China have been in a trade dispute that has resulted in the imposition of tariffs on certain goods imported from China, which has had, and may continue to have, an effect on the Chinese economy and may in the future lead to a contraction of certain Chinese industries. In response, China has imposed retaliatory tariffs on certain products imported from the United States, including soybeans. The trade agreement which the United States and China signed in January 2020 expired in December 2021 and most of the previously implemented tariffs on goods imported from China remain in place, and uncertainty remains as to the short-term and long-term future of economic relations between the United States and China.

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A significant portion of the commodities traded on our platform are for delivery in China, which was the discharge country for 58% (by number) of the commodity sales facilitated by Kratos™ for the fiscal year ended February 28, 2022. These commodities, such as soybeans and corn from the United States, have been affected by the trade dispute between the United States and China and the economic uncertainty related to U.S. trade policies in general. It remains unclear what the United States or other governments will do with respect to tariffs, international trade agreements and policies on a short-term or long-term basis. Disruptions to the trade flows may continue for long periods, resulting in declines in the Total Transaction Volume on our platform and consequently, our revenues, and we cannot predict future trade policy or the terms of any renegotiated trade agreements and their impacts on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to further adversely impact our business, financial condition and results of operations.

Our business depends on our ability to attract and retain high quality management staff and employees.

Our business depends on the continued service and performance of our management team and key employees. Our founder, Mr. Srinivas Koneru, has over 35 years of entrepreneurial experience of which over 20 years have been in technology, including co-founding a business software and solutions company before selling this business in 2010. Since 2012, Mr. Koneru’s experience has been as a founder and owner of Rhodium Resources Pte. Ltd., a physical commodity trader (“Rhodium”) and our business substantially depends on his unique experiences in both the technology and the trading and trade finance industry to inform and guide the design and deployment of Kratos™. Likewise, Mr. Koneru has built a management leadership team that has complementary skill sets in technology development and trade industry experience. He is critical to the execution of our vision, culture and strategic direction.  The loss of services of Mr. Koneru could diminish our business and growth opportunities and our relationships and networks with our traders.

As we expand our business and operations, we will need to identify all the personnel, including members of management, that we will need to hire to provide services and functions critical to the development of the business. In a highly competitive talent market, we often compete with much larger organizations, with potentially greater financial resources that can offer higher compensation and other benefits to attract experienced individuals to join our business. Further, we face the risk that even if we are able to hire such persons, key employees may be drawn away by competitors, or to start their own business or for other reasons. Our inability to retain or attract, train and motivate the necessary calibre of employees could materially impact our ability to effectively undertake and grow our business and could have a material adverse effect on our financial condition and results of operations.

Changes in our management team may be disruptive to, or cause uncertainty in, our business, results of operations, financial condition, and the market price of our securities.

The Company implemented significant changes in the composition of its Board and committees of the Board in 2021 (see “Explanatory Note” to the FY 2021 Annual Report for additional information regarding such changes to our Board and our Board committees). In addition, as previously disclosed, the Company is consolidating its senior operating leadership teams in either one of its two locations, Singapore or Dubai, United Arab Emirates Further, effective February 11, 2022, Mr. John Galani, Chief Operating Officer, resigned from his position as the Chief Operating Officer of the Company to pursue other opportunities.

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The foregoing changes to our management may be disruptive to or cause uncertainty in our business. The failure to ensure a smooth transition and effective transfer of knowledge involving our directors and senior employees could also negatively affect our business. These matters could have a material adverse impact on our results of operations, financial condition, and the market price of our securities.

Cyber-attacks and other security breaches could have an adverse effect on our business.

In the normal course of our business, we collect, process and retain sensitive and confidential information regarding our users. We also have arrangements in place with certain of our third party service providers that require us to share consumer information. Although we devote significant resources and management focus to ensuring the integrity of our systems through information security and business continuity programs, our facilities and systems, and those of our users and third party service providers, are vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, and other similar events. We also face security threats from malicious third parties that could obtain unauthorized access to our systems and networks, which threats we anticipate will continue to grow in scope and complexity over time. These events could interrupt our business or operations, result in significant legal and financial exposure, liability, damage to our reputation and a loss of confidence in the security of our systems, products and services. We cannot assure you that these events will not have a material adverse effect on us.

Information security risks in the fintech industry have increased recently, in part because of new technologies, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks and other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks that are designed to disrupt key business services, such as consumer-facing websites. We may not be able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents. Nonetheless, early detection efforts may be thwarted by sophisticated attacks and malware designed to avoid detection. We also may fail to detect the existence of a security breach related to the information of our users that we retain as part of our business and may be unable to prevent unauthorized access to and illegal use of that information.

While we regularly conduct security assessments of significant third party service providers, no assurance is given that our third party information security protocols are sufficient to withstand a cyber-attack or other security breach. The access by unauthorized persons to, or the improper disclosure by us of, confidential information regarding our users or our own proprietary information, software, methodologies and business secrets could interrupt our business or operations, result in significant legal and financial exposure, liability, damage to our reputation or a loss of confidence in the security of our systems, products and services, all of which could have a material adverse impact on our business.

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The Triterras Warrants are accounted for as liabilities and the changes in value of the Triterras Warrants could have a material effect on our financial results.

The Triterras Warrants are derivative liabilities measured at fair value and presented as a liability in the consolidated statement of financial position.  At each reporting date, changes in fair value are recognized as a non-cash gain or loss in earnings in the consolidated statement of comprehensive income. As a result of the recurring fair value measurement, our consolidated financial statements and results of operations may fluctuate, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on the Triterras Warrants each reporting period and that the amount of such gains or losses could be material.

Our revenue is primarily earned in the United Arab Emirates.

The success of our business depends on our ability to increase the number of customers using the Kratos™ platform. An inability to attract customers beyond the United Arab Emirates may have a significant impact on our business and profits.

Risks Related to Our Regulatory Compliance

We need to comply with U.S. financial reporting rules and regulations and other requirements of the SEC, and have incurred high costs as a result of being a public company.

After the consummation of the Business Combination, we have been a U.S. reporting company, and therefore are required to comply with reporting, disclosure control and other applicable obligations under, without limitation, the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as rules adopted, and to be adopted, by the SEC. As a result, we have incurred higher legal, accounting and other expenses, and these expenses may increase in the future. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives, while at the same time remaining focused on our existing operations and business growth. We have incurred legal, accounting, insurance and other expenses, including costs in connection with compliance with public company reporting requirements and listing rules.

We also have incurred significant costs in connection with or as a result of the delisting by Nasdaq of our securities in March 2022 (including in connection with communicating with Nasdaq, and assessing alternatives for continued trading of our securities in the United States), and our remediation of our material weaknesses in internal control over financial reporting for fiscal year ended February 28, 2021. See “Controls and Procedures” for additional information regarding such material weaknesses and such remediation process.

We expect that we will continue to incur significant costs associated with complying with applicable securities laws and regulations and applicable listing rules, including certain corporate governance provisions of the Sarbanes-Oxley Act and the Dodd-Frank Act, related rules and regulations of the SEC. Among other things, we must:

• establish and maintain a system of internal control over financial reporting in compliance with the requirements of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the PCAOB;

• prepare and distribute periodic public reports in compliance with our obligations under the U.S. federal securities laws;

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• maintain various internal compliance and disclosures policies, such as those relating to disclosure controls and procedures and insider trading in our securities;  

• involve and retain to a greater degree outside counsel and accountants in the above activities;

• maintain a comprehensive internal audit function; and

• maintain an investor relations function.

The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect applicable laws and regulations to increase its legal and financial compliance costs and to render some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. We may need to hire more employees or engage outside consultants to comply with these requirements, which will increase its costs and expenses accordingly. These laws and regulations could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. Furthermore, if we are unable to satisfy its obligations as a public company, it could be subject to fines, sanctions and other regulatory action and potentially civil litigation.

Our governance, risk management, compliance, audit and internal controls processes might be unable to prevent, detect or remedy behaviors that are incompatible with relevant legal requirements or our own ethical or compliance standards, which could in turn expose us to sanctions, regulatory penalties, civil claims, tax claims, damage to our reputation, accounting adjustments or other adverse effects.

We have devoted substantial efforts to maintain and improve our governance, internal controls and integrity programs and policies by strengthening our compliance and internal control systems and investing in our information systems and information technology infrastructure. We have recently curated and implemented the Governance Enhancement Plan which consists of a framework of various policies, procedures and controls the Company has adopted and/or enhanced to create an effective, transparent, consistent governance infrastructure. Nevertheless, we are also exposed to risk from potential non-compliance with policies, employee misconduct or negligence and fraud, which could result in serious reputational or financial harm. As our target customers are the small to medium sized entities (“SMEs”) in the trading and trade finance community, most of the players may not have proper establishments like physical offices and corporate websites. It is a common and legal practice in certain jurisdictions that the companies especially SMEs have nominee directors and corporate secretaries’ addresses used as registered address. In recent years, a number of market participants have suffered material losses due to the actions of “rogue traders” or other employees. Nevertheless, despite these efforts, we cannot assure you that our governance, risk management, compliance, audit and internal controls processes will be able to prevent, detect or remedy all behaviors that are incompatible with the applicable legal requirements or our own ethical or compliance standards, and any deficiency or breach could expose us to sanctions, regulatory penalties, civil claims, tax claims, monetary losses, accounting errors or adjustments, reputational damages or other adverse effects. See “Controls and Procedures” and also “Risk Factors – We previously identified material weaknesses in our internal control over financial reporting, which have been remediated for additional information regarding risks related to material weaknesses identified in our internal control over financial reporting, which are now remediated.

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Our compliance and risk management programs might not be effective and may result in outcomes that could adversely affect our reputation, financial condition and operating results.

Our ability to comply with applicable laws and rules, including, without limitation compliance with privacy laws and data security laws, and compliance costs across different legal systems,  trade barriers or restrictions, including significant delays in or even suspensions of customs clearance, which may be applicable to transactions conducted on Kratos™ platforms, is largely dependent on our establishment and maintenance of compliance, review and reporting systems, as well as our ability to attract and retain qualified compliance and other risk management personnel. We face the risk of significant intervention by regulatory authorities, including extensive examination, monitoring and surveillance activity.

While we continue to upgrade and enhance our information security infrastructure, including, in 2021 achieving IS0/IEC 27001:2013 certification, an international standard for the management of information security, we cannot assure you that our compliance policies and procedures will be effective or that we will be successful in monitoring or evaluating our risks. All compliance and “know your client” (“KYC”) checks have been conducted to the best of our ability and extent of information available. However, there are limitations to the access of information due to the nature of operations of the platform as a service provider, as we are only facilitating trades and not processing payments. We do not have control and oversight on the trade documents which were transacted between the counterparties nor do we have custody of the customers’ funds. In the case of alleged non-compliance with applicable laws or regulations, we could be subject to investigations and judicial or administrative proceedings that may result in substantial penalties or civil lawsuits, including by customers, for damages, which could be significant. Any of these outcomes may increase our compliance costs and obligations, subject us to additional risks and adversely affect our reputation, financial condition and operating results.

We may become subject to the requirements of the Investment Company Act, which would limit our business operations and require us to spend significant resources to comply with such act.

Section 3(a)(1)(C) of the Investment Company Act defines an “investment company” as an issuer that is engaged in the business of investing, reinvesting, owning, holding or trading in securities, or owns investment securities having a value exceeding 40% of the issuer's unconsolidated assets, excluding cash items and securities issued by the U.S. federal government.  Although we do not engage primarily or hold ourselves out as being engaged primarily in the business of investing, reinvesting or trading in securities, we currently own securities in a third party that have a value exceeding 40% of our unconsolidated assets. See “Operating and Financial Review and Prospects – Operating Results – Factors Affecting Our Results of Operations - Investment into a Cayman Islands Fund, Trade Credit Partners Ltd..” We have monitored and our holdings in such securities to ensure continuing and ongoing compliance with this test.

A company that falls within the scope of Section 3(a)(1)(C) of the Investment Company Act can avoid being regulated as an investment company if it can rely on certain of the exclusions or exemptions under the Investment Company Act. One such exclusion is Rule 3a-2 under the Investment Company Act. Rule 3a-2 of the Investment Company Act provides that inadvertent or transient investment companies will not be treated as investment companies subject to the provisions of the Investment Company Act, provided the issuer has the bona fide

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intent to be engaged in a non-investment business, evidenced by the issuer’s business activities and a specific resolution of the issuer’s board of directors, within one year from the commencement of the earlier of (1) the date on which the issuer owns securities and/or cash having a value exceeding 50% of the value of such issuer's total assets on either a consolidated or unconsolidated basis, or (2) the date on which an issuer owns or proposes to acquire investment securities (as defined in section 3(a) of the Investment Company Act) having a value exceeding 40% of the value of such issuer's total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. On November 30, 2021, our Board adopted the Rule 3a-2 resolution evidencing our bona fide intent to be engaged in a non-investment business. The Company plans to reduce its investment in Trade Credit Partners Ltd. to a level, and otherwise conduct our business in a manner, that does not subject us to the registration and other requirements of the Investment Company Act. Due to the one-year restriction of Rule 3a-2 discussed above, we may not be able to dispose our securities in Trade Credit Partners Ltd. at the price that would be otherwise satisfactory to us, and we may incur losses as a result.

The consequences of becoming an investment company, both in terms of the restrictions it would have on us and the cost of compliance, would be significant. For example, in addition to expenses related to initially registering as an investment company, the Investment Company Act also imposes various restrictions with regard to our capital structure and corporate governance, our ability to enter into affiliated transactions, the diversification of our assets and our ability to borrow money and compensate key employees. If we became subject to the Investment Company Act at some point in the future, our ability to continue pursuing our business plan would be severely limited, our agreements and arrangements with our affiliates may be impaired, and our business, results of operations and financial condition could be materially adversely affected.

Any failure to comply with the anti-corruption laws of the United States and various international jurisdictions could negatively impact our reputation and results of operations.

We are required to comply with anti-corruption laws and regulations imposed by jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act (“FCPA”) the U.K. Bribery Act 2010 (“UK Bribery Act”) and Prevention of Corruption Act, Chapter 241, Singapore (“PCA”). The FCPA, the UK Bribery Act and the PCA prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to “foreign officials” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The laws also prohibit non-governmental “commercial” bribery and accepting bribes. As part of our business, we deal with governments and state-owned business enterprises, the employees and representatives of which may be considered “foreign officials” for purposes of the FCPA and the UK Bribery Act. Similarly, under the PCA, corruption in Singapore is broadly defined as a bribe offered in return for a favour. The bribe can be in the form of monetary or non-monetary nature. This includes, money, gifts, loans, fees, rewards, commissions or other property of any description, any office, employment or contract, any payment, release, discharge or liquidation of any loan, obligation or other liability, any other service, favour or advantage of any description, or any offer, undertaking or promise of any gratification and all corruption cases, whether it involves public or private sector individuals or members of the public are investigated by the relevant authorities. We may be subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials”

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responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.

In addition, some of the jurisdictions in which we operate lack a developed legal system and have elevated levels of corruption. Our international operations expose us to the risk of violating, or being accused of violating, anti-corruption laws and regulations. Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. We maintain policies and procedures designed to comply with applicable anti-corruption laws and regulations. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our employees or business partners claiming to act on our behalf, including agents, for which we may be held responsible, and any such violation could adversely affect our reputation, business, financial condition and results of operations.

Risks Related to Our Securities

The trading price of the Company’s securities has been and may continue to be volatile, which could result in substantial losses to investors may be volatile.

Our Ordinary Shares and Triterras Warrants were listed on Nasdaq from the closing of the Business Combination on November 10, 2020 through March 24, 2022. the date on which our Ordinary Shares and the Triterras Warrants were delisted from Nasdaq.  As of the date of this Annual Report, our Ordinary Shares and Triterras Warrants are quoted on the OTC Expert Market under the symbol “TRIRF” and “TRIRW”, respectively. The OTC Expert Market is a significantly more limited market than Nasdaq and trades on the OTC Expert Market are limited primarily to private purchases and sales among sophisticated investors with sufficient investment experience, among others.

The quotation of our Ordinary Shares and Triterras Warrants on the OTC Expert Market has resulted in and may continue to result in a less liquid market available for existing and potential investors to trade our securities, has depressed, and may continue to depress the trading price of our securities and may have a long-term adverse impact on our ability to raise capital in the future.

The trading price of the Company’s securities have been, and may continue to be, volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on the investment in the Company’s securities and the securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include:

• actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to us;

• changes in the market’s expectations about our operating results;

• success of competitors;

• lack of adjacent competitors;

• our operating results failing to meet the expectations of securities analysts or investors in a particular period;

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• changes in financial estimates and recommendations by securities analysts concerning Triterras or the industries in which we operate in general;

• detrimental adverse publicity about us, our products and services or our industry;

• operating and stock price performance of other companies that investors deem comparable to us;

• announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

• our ability to market new and enhanced products and services on a timely basis;

• changes in laws and regulations affecting our business or industries;

• commencement of, or involvement in, litigation, or regulatory investigation involving us or a loss of reputation;

• changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

• the volume of our securities, including Ordinary Shares and Triterras Warrants available for public sale;

• any major change in the board of directors, Executive Management or key personnel;

• sales of substantial amounts of Ordinary Shares and Triterras Warrants by our directors, Executive Management or significant shareholders or the perception that such sales could occur; and

• general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The securities market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for securities of other companies which investors perceive to be similar to us could depress the price of the Company’s securities regardless of our business, prospects, financial conditions or results of operations.  A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Techniques employed by short sellers and/or arbitrage strategies employed by certain investors may drive down the trading price of our securities.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

We were, and may in the future become, the subject of short selling and the target of harassing or other detrimental conduct by third parties. If such situation occurs, we may have

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to expend a significant number of resources to investigate such allegations. Such a situation could be costly and time-consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could result in litigation or regulatory enforcement actions, or otherwise could have a material adverse effect on our business, financial condition, results of operation, cash flows, and reputation, and any investment in our securities could be greatly reduced or even rendered worthless.

Furthermore, many investors in, and potential purchasers of, our securities may employ, or seek to employ, arbitrage strategies with respect to the Triterras Warrants. Investors in the Triterras Warrants would typically implement such a strategy by selling short the Ordinary Shares underlying the Triterras Warrants and dynamically adjusting their short position while continuing to hold the Triterras Warrants. Investors in the Triterras Warrants may also implement this type of strategy by entering into swaps on the Ordinary Shares in lieu of or in addition to short selling the Ordinary Shares. The market activity related to such arbitrage strategy could adversely affect prevailing trading prices of our securities.

Reports published by analysts, including projections in those reports that differ from Triterras’ actual results, could adversely affect the price and trading volume of our Ordinary Shares.

We expect that securities research analysts will establish and publish their own periodic projections for our business.  These projections may vary widely and may not accurately predict the results Triterras actually achieves. The Company’s Ordinary Share price may decline if actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports downgrades the Company’s securities or publishes inaccurate or unfavorable research about Triterras’ business, the Company’s Ordinary Share price could decline. See also “Risk Factors – Techniques employed by short sellers and/or arbitrage strategies employed by certain investors may drive down the trading price of our securities.” If one or more of these analysts ceases coverage or fails to publish reports regularly, the Company’s Ordinary Share price or trading volume could decline. While the Company expects some research analyst coverage of the Company but if no analysts maintain coverage of Triterras, the trading price and volume for the Company’s Ordinary Shares could be adversely affected.

Fluctuations in operating results, earnings and other factors, including incidents involving Triterras’ customers and negative media coverage, may result in significant decreases or fluctuations in the price of Triterras securities.

Broad market fluctuations may adversely affect the trading price of our Ordinary Shares and, as a result, there may be significant volatility in the market price of our Ordinary Shares.  Separately, if the Company is unable to generate the revenues that investors may expect, the market price of our Ordinary Shares will likely decline. In addition to operating results, many economic and seasonal factors outside of the Company’s control could have an adverse effect on the price of our Ordinary Shares and increase fluctuations in its earnings. These factors include certain of the risks discussed in this Annual Report, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts, speculation in the press or investment community, negative media coverage or risk of proceedings or government investigation, change in government regulation, foreign currency fluctuations and uncertainty in tax policies, the possible effects of war, terrorist and other hostilities, other factors affecting commodities trading and trade finance (including

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pandemics), adverse weather conditions, changes in general conditions in the economy or the financial markets or other developments affecting the commodities trading industry.

Future sales, or the perception of future sales, by us or our existing securityholders may cause the market price of our securities to drop significantly.

Our securities were delisted from Nasdaq in March 2022. Prior to the delisting of our securities from Nasdaq, certain of our securityholders sold our securities in anticipation thereof, which has caused the market price of our securities to drop significantly. The sale of our securities in the public market, or the perception that such sales could occur, including sales by our existing securityholders and the conversion of the Triterras Warrants, may continue to occur and could harm the prevailing market price of our securities. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Following the effectiveness of the registration statement which is required to be filed under the Registration Rights Agreement, substantially all of the Company’s securities may be sold in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the price of the Company’s securities or putting significant downward pressure on the price of the Company’s securities. However, in light of the delisting of our securities from Nasdaq, the timing of our filing of such registration statement remains uncertain.

Our Triterras Warrants will become exercisable for Ordinary Shares, which would increase the number of securities eligible for future resale in the public market and result in dilution to our shareholders, and may adversely affect the market price of our Ordinary Shares.

Outstanding Triterras Warrants to purchase an aggregate 25,981,000 Ordinary Shares of the Company became exercisable on December 11, 2020, which is thirty (30) days after the closing of the Business Combination. The exercise price of these Triterras Warrants is $11.50 per share, subject to adjustments. To the extent such Triterras Warrants are exercised additional Ordinary Shares will be issued, which will result in dilution to the holders of Ordinary Shares and increase the number of securities eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Ordinary Shares. However, our Ordinary Shares and the Triterras Warrants were delisted from Nasdaq in March 2022, which has caused the market price of our securities to drop significantly and likely will influence our investors’ decisions whether to convert.

The Company may issue additional Ordinary Shares or other securities without shareholder approval, which would dilute existing ownership interests and may depress the market price of its securities.

The Company may issue additional Ordinary Shares or other equity securities of equal or senior rank (including additional warrants) in the future in connection with, among others, Triterras’ equity incentive plan, without shareholder approval, in a number of circumstances.

The Company’s issuance of additional Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

• the Company’s existing securityholders’ proportionate ownership interest in the Company may decrease;

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• the amount of cash available per share, including for payment of dividends in the future, may decrease;

• the relative voting strength of each previously outstanding Ordinary Share and Triterras Warrant may be diminished; and

• the market price of the Company’s securities may decline.

As a “foreign private issuer” under the rules and regulations of the SEC, the Company is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer.”

A foreign company will qualify as a foreign private issuer if 50% or less of its outstanding voting securities are held of record by U.S. residents; or if more than 50% of its outstanding voting securities are held of record by U.S. residents and none of the following three circumstances applies: (i) the majority of its executive officers or directors are U.S. citizens or residents; (ii) more than 50% of the issuer’s assets are located in the United States or (iii) the issuer’s business is administered principally in the United States. The Company could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of its outstanding voting securities are directly or indirectly held of record by U.S. residents and any one of the following is true:  (i) the majority of its Executive Management or directors are U.S. citizens or residents; (ii) more than 50% of its assets are located in the United States; or (iii) its business is administered principally in the United States.  

The Company is considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, the Company is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. domestic public companies with securities registered under the Exchange Act. The Company currently prepares its financial statements in accordance with IFRS. As a foreign private issuer, the Company will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as its financial statements are prepared in accordance with IFRS. Further, the Company is not required to comply with Regulation Fair Disclosure, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, the Company’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of the Company’s securities.  Accordingly, if you continue to hold the Company’s securities, for so long as the Company is considered a foreign private issuer under the Exchange Act, you may receive less or different information about the Company than you would receive about a U.S. domestic public company.

The Company expects to attempt to relist the Ordinary Shares and the Triterras Warrants on Nasdaq as soon as practicable through the normal relisting application process.  If the Company’s securities are relisted on Nasdaq, the Company expects that it will again be considered a “foreign private issuer” under the Exchange Act.   A foreign private issuer whose securities are listed on Nasdaq is permitted to follow certain home country corporate governance practices in lieu of certain requirements of Nasdaq, but it must disclose in its annual reports filed with the SEC each requirement of Nasdaq with which it does not comply, followed by a description of its applicable home country practice. The Company cannot make any assurances that it will continue to follow Nasdaq corporate governance requirements as a result of the delisting of its securities from Nasdaq. Even if its securities can be relisted on Nasdaq in

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the future, the Company may elect to rely on available exemptions for a foreign private issuer that would allow the Company to follow its home country practice.

If the Company loses its status as a “foreign private issuer” in the future, it will no longer be exempt from the rules described above and, among others, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, the Company would likely incur substantial costs in fulfilling these additional regulatory requirements and members of the Company’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

Triterras is an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our securities may be less attractive to investors.

Triterras is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, and it intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Triterras cannot predict if investors will find its securities less attractive because it will rely on these exemptions, including delaying adoption of new or revised accounting standards until such time as those standards apply to the Company. If some investors find our securities less attractive as a result, there may be a less active trading market and the price of the Company’s securities may be more volatile. Triterras may take advantage of these reporting exemptions until it is no longer an “emerging growth company.” Triterras will remain an “emerging growth company” until the earliest of (1) the last day of the financial year (a) following the fifth anniversary of the completion of the Netfin IPO, (b) in which it has total annual gross revenue of at least $1.07 billion, or (c) in which it is deemed to be a large accelerated filer (which would occur if the market value of our Ordinary Shares  held by non-affiliates were to exceed $700 million as of the last day of the second financial quarter of such financial year), and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt during any prior three-year period.

Mr. Srinivas Koneru is able to exert control over Triterras.  The interests pursued by Mr. Koneru could differ from the interests of Triterras’ other securityholders.

As of February 28, 2022, our founder, chairman and chief executive officer, Mr. Srinivas Koneru, beneficially owned approximately 67.1% of our Ordinary Shares. Due to his large shareholdings, Mr. Koneru is able to exert voting control of the Company at the general meetings of Triterras shareholders and, consequently, on matters decided by the general meeting, including, without limitation, the appointment of members of the board of directors, the payment of dividends and any proposed capital increase. The interests pursued by Mr. Koneru could differ from the interests of Triterras’ other securityholders. See “Major Shareholders and Related Party Transactions –Related Party Transactions”.

Securityholders have limited ability to bring an action against the Company or against its directors and officers, or to enforce a judgment against the Company or them, because the Company is incorporated in Cayman Islands, because the Company conducts a majority of

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its operations outside of the United States and because a majority of the Company’s directors and officers reside outside the United States.

The Company is incorporated in the Cayman Islands and conducts a majority of its operations through its subsidiary, Triterras Fintech Pte Ltd., outside the United States. Additionally, a majority of the Company’s officers and directors reside outside the United States.  As a result, it could be difficult or impossible for you to bring an action against the Company or against these individuals outside of the United States in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise.  Even if you are successful in bringing an action of this kind, the laws outside of the United States could render you unable to enforce a judgment against the Company’s assets or the assets of the Company’s directors and officers. As a result of all of the above, our securityholders might have more difficulty in protecting their interests in the face of actions taken by Executive Management, members of the board of directors or controlling shareholders than they would as securityholders of a U.S. domestic public company.

Provisions in the Amended and Restated Memorandum and Articles of Association and Cayman Islands law may limit the availability of attractive takeover proposals.

The Company’s amended and restated memorandum and articles of association (the “Articles”) contain provisions that may discourage unsolicited takeover proposals that shareholders of the Company may consider to be in their best interests. In particular, the Articles contain a provision which requires that the board of directors be elected in three classes, each serving a term of three years, also known as a staggered board. Other provisions in the Articles and under Cayman Islands law include the requirement for the affirmative vote of holders of at least two-thirds of the issued shares of the relevant class or with the approval of a resolution pass by a majority of at least two third of the votes cast at a separate meeting of the holders of shares of that class to amend provisions therein that affect certain shareholder rights.  These provisions could limit the price investors might be willing to pay for the Company’s securities.

If a U.S. person is treated as owning at least 10% of Triterras Stock, such person may be subject to adverse U.S. federal income tax consequences.

If a U.S. person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our Triterras Stock, such person may be treated as a “United States shareholder” with respect to each of the Company and its direct and indirect subsidiaries that is a “controlled foreign corporation.” If the Triterras group includes one or more U.S. subsidiaries, under recently-enacted rules, certain of the Company’s non-U.S. subsidiaries could be treated as controlled foreign corporations regardless of whether the Company is treated as a “controlled foreign corporation” (although there is currently a pending legislative proposal to significantly limit the application of these rules).

A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of the controlled foreign corporation’s “Subpart F income” and (in computing its “global intangible low-taxed income”) “tested income” and a pro rata share of the amount of U.S. property (including certain stock in U.S. corporations and certain tangible assets located in the United States) held by the controlled foreign corporation regardless of whether such controlled foreign corporation makes any distributions.  Failure to comply with these reporting obligations (or related tax payment obligations) may subject such United States shareholder to significant monetary penalties and

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may prevent the statute of limitations with respect to such United States shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due from starting. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation.  The Company cannot provide any assurances that it will assist holders in determining whether any of its non-U.S. subsidiaries are treated as a controlled foreign corporation or whether any holder is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any holder information that may be necessary to comply with reporting and tax paying obligations.

We believe that the Company was a passive foreign investment company for U.S. federal income tax purposes since the taxable year ended February 28, 2021 and may continue such status in future taxable years; as a result, U.S. Holders of our Triterras Stock or Triterras Warrants could be subject to adverse U.S. federal income tax consequences.

We believe that we are a PFIC and that we were a PFIC since the taxable year ended February 28, 2021 (the "2021 taxable year"). We had previously intended to rely on the start-up year exception from classification as a PFIC with respect to the 2021 taxable year, which we have identified as our start-up year. A company can only rely on the start-up year exception if, among other requirements, it is in fact not a PFIC in either of two years of operation following the start-up year. We believe we were a PFIC during the 2022 taxable year.  Therefore, we cannot rely on the start-up year exception and we believe that we were likely a PFIC for the 2021 taxable year.  U.S. Holders of Ordinary Shares or Triterras Warrants may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. We may continue to be a PFIC for future taxable years. Our actual PFIC status for any future taxable year will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any future taxable year, we will endeavor to provide to a U.S. holder such information as the Internal Revenue Service (the “IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a "qualified electing fund" election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to the Triterras Warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. Please see “Additional Information—Taxation—Certain Material U.S. Federal Income Tax Considerations to U.S. Holders” below for additional information regarding our PFIC status and the potential tax consequences thereof.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

The Company is a Cayman Islands exempted company and was incorporated for the purpose of effectuating the Business Combination, which was consummated on November 10, 2020.  See the “Information Concerning the Company and the Business Combination” above for further details of the Business Combination. The Company was incorporated under the laws of the Cayman Islands originally under the name of “Netfin Holdco” on February 19, 2020. The Business Combination was consummated on November 10, 2020 and on such date the Company changed its name from “Netfin Holdco” to “Triterras, Inc.”

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Fintech was a private company limited by shares incorporated under Singapore law.  Fintech was incorporated in Singapore on January 11, 2018.

Mr. Koneru co-founded Rhodium, which began operations in 2012. By 2016, Rhodium had grown substantially and was trading a significant volume of commodities, which led to burdensome transaction reporting and tracking requirements. Given his technology background, Mr. Koneru along with his team started looking for vendors who could solve their problems, but did not find any solutions that fully catered to Rhodium’s needs. This was when Mr. Koneru realized the gap in the market and saw the need to address it. After analyzing many technologies, Mr. Koneru came to the conclusion that blockchain should be the underlying technology, as it would allow traders to track their transactions and all the steps would be traceable and immutable. Blockchain would also promote trust and transparency, which he believed was severely lacking in the commodity trading industry.

In second half of 2017, the idea of developing a platform to address the dire need in trade and trade finance came to Mr. Koneru. In 2018, the planning and development for what would become Kratos™ began. Mr. Koneru assembled advisors and experts in blockchain from countries including the United Kingdom, United Arab Emirates and Indonesia. Rhodium provided the in-depth functional information and industry experience to truly pinpoint the problems and the presence of many commodity traders in Singapore provided further valuable input.

The pilot was completed in 2018 with a strong expression of interest from certain industry players, laying the foundation for what would become the “Trade Discovery” and “Risk Assessment” modules of Kratos™. Triterras Fintech Pte. Ltd (f/k/a Arkratos Blockchain Solutions Pte. Ltd.), a Singapore private company limited by shares, was incorporated on January 11, 2018 as an outgrowth of the Rhodium business. In 2019, a full development team in Singapore was hired to work on the platform. After the 2018 pilot’s success in validating the concept, Mr. Koneru wanted to expand Kratos™ to tackle another issue — access to trade finance. It was always in his mind that Kratos™ should be an end-to-end solution covering the entirety of a trade’s lifecycle. The “Trade Discovery” module was the first step and base for all the other modules. Mr. Koneru created an advisory board with experts from trading, banking, insurance, logistics, shipping, and blockchain that could provide feedback on the development plans and Kratos™, leading to the commercial launch of the “Trade Discovery” module in June 2019, followed by the “Trade Finance” module in February 2020 and the “Insurance” module in September 2020. On November 10, 2020, the Business Combination was consummated and Triterras, Inc. became the parent of Fintech. In January 2021, the Company launched the “Logistics” module and the first version of buyer driven Supply Chain Finance module went live by end of February 2021.

The mailing address of the Company’s principal executive office is 9 Raffles Place, #23-04 Republic Plaza, Singapore 048619.  Its telephone number is +65 6661 9240. The Company’s process agent in the United States is Richard M. Maurer, 445 Park Avenue, 9th Floor, New York, New York 10022. The Company’s principal website address is www.triterras.com. The information contained on, or accessible through, the Company’s websites is not incorporated by reference into this Annual Report, and you should not consider it a part of this Annual Report. Information filed with the SEC by the Company will be available on the Company’s website. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The SEC’s website is www.sec.gov.

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B. Business Overview

We are a financial technology (“fintech”) company that developed, owns and operates an innovative trade and trade finance platform. Our platform, “Kratos™”, facilitates trading, trade finance (including supply chain finance solutions), lending, credit insurance and logistics solutions for small and medium sized enterprises (“SMEs”) using innovative blockchain-enabled technology. Kratos™ is a diversified platform built to address the needs of SMEs in the trade and trade finance community by connecting commodity traders and lenders and enabling them to transact online, solving critical problems for this historically underserved market. Specifically, Kratos™ enables SMEs and other parties to trade and find short term trade financing for their purchases while in transit and prior to delivery. For traders, Kratos™ provides transformational benefits including lower transaction costs, faster cycle times, fraud mitigation, improved counterparty discovery, and higher quality analytics and reporting. Equally impactful to lenders, Kratos™ cuts administration costs, mitigates risk and the risk of fraud, and provides a marketplace of borrowers who have been subject to bank-grade anti-money laundering and “know-your-customer” checks. According to the Asian Development Bank the global trade finance gap, for SMEs, is estimated to at $1.7 trillion in 2020. We believe our platform directly solves some of the key underlying issues contributing to this shortage of trade finance availability for SMEs. We monetize the Kratos™ platform by charging fees to its users on their Transaction Volume and Trade Finance Volume and is the key driver of our revenue.

For the fiscal years ended February 28, 2022 and February 28, 2021, Kratos™ facilitated Total Transaction Volume of $6.7 billion and $10.0 billion, respectively, at a ratio of Trade Finance Volume to Transaction Volume (“Financing Ratio”) of 36.6 and 34.1%, respectively, generated revenue of $56.7 million and $55.5 million, respectively, net income of $33.4 million and $45.3 million, respectively, and adjusted EBITDA* of $7.7 million and $32.2 million, respectively.  

We have expanded our user base with over 172 third-party users executing transactions as of February 28, 2022.

The trading and trade finance industry has been traditionally slow to adapt to technological innovation, but we believe Kratos™ is disrupting and transforming the industry. We generally target and serve the SME market because we believe it has been historically underserved by more traditional providers of trade execution and trade finance and offers greater opportunities for companies of our size. We intend Kratos™ to be a “one-stop-shop” platform for end-to-end services for trading, including trade execution, trade finance/ supply chain finance, credit insurance and logistics. In November 2021 we commenced operating a business-to-business marketplace. On September 23, 2020, the Company announced the introduction of Kratos™’ “Insurance” module. Further, we launched our Kratos™ “Logistics” module which facilitates logistics management for trades on our platform completing the end-to-end coverage of a trade’s lifecycle and “Supply Chain Finance” module in January 2021 and February 2021 respectively.

On May 17, 2021 the Company acquired Invoice Bazaar, a leading supply chain finance platform based in United Arab Emirates, which had an e-commerce financing platform. Subsequent to the acquisition we have been adding new customers by partnering with aggregation platforms for financing these customers.

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We do not control the types of products that are traded on Kratos™, which are determined by the needs of our users. The trade transactions are transacted on a bilateral basis between the counterparties and we do not have custody of the customers’ funds. We focus on engaging our users to transact more Transaction Volume on the platform. We expect that the mix of products traded on the platform will be seasonal, reflecting the underlying trends of certain products.

We are headquartered in Singapore, with a presence in the United States and the United Arab Emirates. As of February 28, 2022, we had a total of 49 full-time employees and globally, located in Singapore, U.S. and Dubai.  In addition, we had 6 consultants and further, as of such date, we had 26 contractors in India supporting the design, development and solutioning of Kratos™. During the fiscal year ended February 28, 2022, we closed our U.K. office and consolidated operations in Dubai, UAE.

The Trade and Trade Finance Ecosystem Supported by Kratos™

The long-term goal of Kratos™ is to bring together the entire ecosystem of buyers, sellers, traders, financiers, insurers and logistics providers — to facilitate trade, trade/supply chain finance in a consistent, efficient, transparent and trusted environment. Kratos™ is designed to capture users’ entire transaction flow to be completely hassle-free in just a few clicks as a “one-stop-shop.” The Trade and Trade Finance module covers the entire lifecycle of a trade and its related financing, allowing users and counterparts to buy or sell and/or finance the trades. The module has three sub-modules, and the services provided in each sub-module are identified as separate performance obligations; they are separately identifiable, distinct and dependent.

“Trade Discovery” sub-module

The “Trade Discovery” sub-module of the Trade and Trade Finance module covers the entire lifecycle of a trade, allowing users to deal with counterparties and transactions on the platform, create buy or sell orders, enter into sales agreements, generate invoices and request financing from lenders in the “Trade Finance” sub-module of the Trade and Trade Finance module, all while maintaining visibility for users over the underlying documentation, current status and next steps for each of their transactions and tying into the “Risk Assessment” module to facilitate KYC and bill of lading checks. The ability of parties to find new funders on Kratos™ disrupts the traditional relationship-based market. The “Trade Discovery” sub-module supports various internationally standardized terms of trade.

“Trade Finance” sub-module

Our platform brings buyers and sellers together to facilitate trades and provides the option for the parties to finance the purchase or sale of the products or services being traded using credit terms, generally through the purchase of receivables or supplier funding using the receivables as collateral. The “Trade Finance” sub-module of the Trade and Trade Finance module is used by the lenders or financial institutions to receive funding requests, to assess the funding opportunity and to provide financing to the borrowers. It also supports lenders in setting funding limits and viewing the transaction history of each user.

When financiers provide trade finance to buyers or sellers, it takes the form of the deferral of payment by the purchaser. The financing provider makes an upfront payment to the supplier or provides alternate credit mechanism for the purchase of the goods from his own

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supplier. The buyer can enter into a purchase agreement with the financing provider for which a receivable is generated for the purchase price as well as for the cost of the financing and any other agreed costs, and such receivable is sold or assigned to the financing provider. The supplier can alternatively enter into a loan with the financing provider for which a receivable is generated for the purchase price as well as for the cost of the financing and other agreed costs, and such receivable is used as collateral for that loan. The financing providers set their own interest rate and other fees before agreeing to finance the transaction. We believe that we offer an attractive universe of lending opportunities, which often allows our lenders to lend at higher yields than larger transaction sizes, where banks or other large providers compete to provide funding. We also offer our lenders free customization options to facilitate their specific administrative needs, such as breakdowns of their exposure by product, region and borrower and a dashboard of overdue accounts, as well as access to a borrower’s third-party provided credit scores from the “Risk Assessment” module.

In addition, we have also deployed our own capital under the Trade Finance sub-module directly to our customers by discounting receivables and financing supplier payments. As of February 2022, our total capital deployed towards financing was $13.0 million.

“Trade Marketplace” sub-module:

Our platform connects trade participants and offers a range of trade financial solutions. Further, our platform allows suppliers to look for new buyers and new revenue sources The “Trade Marketplace” solution uses the core Trade and Trade Finance Module. Under the Trade Marketplace solution, the Company using its Kratos™ platform acts as an intermediary between buyers and sellers whereby it buys products from the suppliers and then sells them to a pre-determined buyer while concurrently extending credit terms to the pre-determined buyer of the product. Our Trade Marketplace is designed to mitigate any commercial risk relating to the performance of the applicable trade.

“Insurance” module

The “Insurance” module facilitates buyers’ procurement of insurance coverage from an insurer or underwriter; coverage amounts usually range between 85%-90% of the value of the receivable to protect the financing provider against default by the buyer. The seller typically retains the remaining 10%-15% commitment which is not covered by credit insurance. We also intend to introduce the facilitation of payments for our trading and financing users, using third-party payment providers.

“Risk Assessment” module

It is important to our business that Kratos™ remain a trusted environment for parties to trade and both source and offer financing, as well as credit insurance and logistics services. All users have access to the “Risk Assessment” module, and we require each participant in any of our modules to pass KYC, sanctions and anti-money laundering (“AML”) due diligence checks before commencing a relationship with a counterparty. We use a third-party provider’s “Artemis” screening system via our platform’s “Risk Assessment” module to carry out this due diligence. We regularly monitor and review the appropriateness of ongoing relationships and we do not accept an entity that is subject to any trade/economic or regulatory sanctions as a user.

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Our platform’s “Risk Assessment” module also supports lenders in accessing third party credit reports on other users, beyond which counterparties are required to satisfy the internal requirements of our insurers and our finance providers prior to entering a financing transaction. Finally, our platform’s “Risk Assessment” module allows users, including producers, traders, stockists and end-users, as well as lenders to perform independent bill of lading checks on vessels transporting the stated goods for direct shipment orders they have placed on our “Trade Discovery” sub-module. These bill of lading checks provide an easy link to a third party’s reporting of the particulars of the vessel that is transporting their products, its past route and current position.

“Logistics” module

Because we also facilitate the trading of bulk physical commodities, logistics are an important aspect of the ecosystem and freight makes up an important cost component of many of the trades on Kratos™. The “Logistics” module assists users in finding the fastest, most economical and most efficient transportation solution for the underlying cargo and agreed terms of trade, which can have a significant impact on the profitability of such trades for our users. The “Logistics” module is powered by a third-party provider and available to commodity users, ship owners and ship operators for all of their functional needs in chartering, post-fixture and voyage, as well as supporting voyage charter, time charter (“TC”) and contracts of affreightment (“COA”), and financial terms for commodities including dry cargo, tankers and gas.

“Supply Chain Finance” Module

Our “Supply Chain Finance” module vertically integrates our operations into supply chain finance, otherwise known as “reverse factoring,” In contrast to our “Trade Finance” module, which focuses on transactions between SME producers, traders, stockists and end-users of commodities, the “Supply Chain Finance” module expands Kratos™ beyond commodities by focusing on the need of the many SME suppliers to quickly monetize their sales of raw materials and components to large, credit worthy “anchor” buyers. We believe the anchor buyers will drive adoption of Kratos™ by their small suppliers. The supply chain finance involves a lender providing immediate payment at the request of small suppliers who have otherwise offered deferred payment terms to the anchor buyer.

The Kratos™ Solution

We believe that the Kratos™ platform brings together the entire ecosystem of buyers, sellers, traders, financiers, insurers and logistics providers to facilitate trade and trade finance. Kratos™ was developed by industry operators and participants who collectively have an aggregate of over 150 years of experience in the industry, and focuses on providing solutions for what they view as the industry’s greatest problems as set forth below:

1)      Shortfall in funding for SMEs and an inability for interested funders to source and perform proper KYC checks on SME opportunities. SMEs have historically struggled to obtain financing from more traditional lenders as evidenced by the estimated $1.7 trillion annual shortfall in SME trade finance funding. The exit by traditional banks from the SME trade finance space has provided an opportunity for less traditional providers of trade finance — such as credit and alternative credit funds of institutional asset managers — to enter the trade finance sector. These less traditional trade finance lenders are facing high administrative and compliance costs, and have neither an efficient way to source borrower financing opportunities

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nor validate and perform proper KYC checks on counterparties. Kratos™ offers a comprehensive solution to enable these credit providers to enter the trade finance space.

For lenders, historically trade finance loans have been, slow, paper intensive and complex multi-step processes, susceptible to document errors and fraud, and have required a high amount of fixed overhead expenses, regardless of the size of the loan. Smaller-sized loans (below $10 million) were not as profitable because of these high fixed expenses. By utilizing technology to digitize documents, mitigate documentation error and fraud, as well as increase transaction speed, Kratos™ lowers the administration costs for lenders, and makes lending in this segment more profitable. For businesses as borrowers, it allows greater access to trade finance, which is often referenced as a key barrier. Also, for businesses, our platform offers significantly lower financing sourcing costs than traditional options.

Additionally, the platform provides lenders with a community of prequalified trade finance borrowers, with their KYC, AML and financial information available on the platform, giving potential trade finance providers the confidence to transact in this ecosystem. The majority of our business focuses on SME to fill in the gap of capital requirement as we believe large corporate transactions attract banks to offer financing.

2)      Traditional trade and trade finance processes that rely on paper trails are costly, lengthy, inefficient, paper intensive and subject to fraud.  The blockchain technology utilized by Kratos™ digitizes and streamlines the entire lifecycle of the transaction process, including documentation. We believe that transactions executed on Kratos™ are significantly faster and more efficient and secure, as all data and activity is time stamped and chronologically stored in blocks, minimizing the risk of data modification or tampering. The underlying process and architecture also provide users with more robust and secure reporting. For businesses, collectively, this helps resolve counterparty trust issues, another significant problem in the industry, and boosts financial performance by reducing trade cycle times, thus driving higher revenue.

Kratos™ modules provide distinct revenue streams, as set forth below:

Revenue Streams

Platform fees

Platform Transaction Fees (Trade Discovery and Trade Finance):    When buyers and sellers agree to execute a trade on Kratos™, we charge a percentage of the transaction value to the party who initiates the transaction with the option to split the fee between the two parties, which we believe is well-priced for the fraud protection, transparency, speed, analytics and efficiency that the “Risk Assessment” module of our platform delivers. We intend to facilitate payments using third party cross-border payment providers.

In addition, producers and suppliers expect immediate payment, while buyers often seek a trade finance option to bridge the time period between entering the transaction and receiving or reselling products. Based on our experience, buyers seek to utilize a trade finance option in approximately 80% of their trades, generating a receivable to the finance provider that is due in up to 150 days. We currently charge buyers on Kratos™ that source trade finance on the platform an additional financing sourcing fee of a percentage of the amount financed. We also charge a platform fee to financing providers on a case-to-case basis and these providers set their own interest rate and other fees before agreeing to finance the transaction. We believe

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that we offer finance providers an attractive universe of lending opportunities, which often allows our lenders to lend at higher yields than larger transaction sizes, where banks or other large providers compete to provide funding. We also offer our lenders free customization options to facilitate their specific administrative needs, such as breakdowns of their exposure by commodity, region and borrower and a dashboard of overdue accounts. In addition to the trade finance sourcing fee, we also earn revenue on the capital deployed off our balance sheet to provide financing to our customers by discounting receivables and financing supplier payments on our platform. Revenue earned from capital deployed is classified as financing fee.

We also charge some of our customers a license fees while onboarding onto the Kratos™ platform. We also provide credit of a portion of such fee to be set off against platform transaction fees/ financing fees.

Trade Marketplace

We are also a trade participant and act as an intermediary to purchase products from the suppliers and sell products on a back-to-back basis to a pre-determined buyer at a margin while providing favorable credit terms to the buyer. We do not hold any inventory, nor do we have any commercial performance risk. Our buy-sell margin is recognized as gross profit, the value of sale to the buyer recognized as revenue and the value of purchase recognized as cost of sales.  We believe that through this, we provide a trusted platform for our customers to grow their business and also enable them to connect to new counter-parties.

Our Strengths

Focused Founder and Compelling Management Experience in the Trade and Trade Finance Sector, Leading to the Design and Build-out of Kratos™

We benefit from a strong entrepreneurial leadership team that links what we see as two complementary skill sets: technology development and deployment expertise, combined with trade finance and physical commodities trading experience. We believe that this combination provides us with a competitive advantage as trade finance and physical commodities trading businesses are often slow to adapt to technology, while technology firms or consortiums often lack the in-depth experience and relationships that are critical in the trade finance and physical commodities trading business.

Our founder, Mr. Srinivas Koneru, has over 35 years of entrepreneurial experience, of which over 20 years have been in the technology sector, including co-founding a business software and solutions company before selling this business in 2010. Since 2012, Mr. Koneru’s experience has been working as the founder and owner of Rhodium. Our business leverages his unique experiences in both technology and the trading and trade finance industry to inform and guide the design and deployment of Kratos™. Mr. Koneru has built a management leadership team made up of the Chief Financial Officer, Chief Commercial Officer, Chief Technology Officer and Executive Vice President, Investor Relations, who we believe all have complementary skill sets in technology development and experience in the trade industry. See Item 6A for additional details regarding our Executive Management.

From the Company’s founding until the Business Combination, Mr. Koneru had been the sole source of equity capital for the business, which enabled the Company’s leadership to

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focus on growing the business and implementing their vision. We believe that our leadership’s focused, entrepreneurial mind set combined with our comprehensive institutional operational process and decades of trade finance experience provides us with a compelling competitive advantage.

Platform Scale from Current Customer Base

Transactional platforms such as Kratos™ require large scale trading volume and users to be successful. One of the most difficult aspects of starting a platform is attracting initial participants as the platform seeks to build the critical mass necessary for success. The launch of Kratos™’ ecosystem was enabled by our relationship with Rhodium, whose existing physical commodity trading business initially provided immediate scale to the platform, in terms of both Transaction Volume and users.  Rhodium had nearly 400 customers as of February 2020, and $2.3 billion in overall commodities traded for the fiscal year ended February 29, 2020, but on December 17, 2020 sought a moratorium order from a Singapore court which will shield it from creditor actions while it prepares a scheme of arrangement pursuant to the Singapore Insolvency, Restructuring and Dissolution Act to restructure its debts and continue its business as a going concern.

We have expanded our user base with over 172 third-party users executing transactions comprising approximately $6.7 billion in Total Transaction Volume at a ratio of Trade Finance Volume to Transaction Volume (“Financing Ratio”) of 36.6% as of February 28, 2022.

We anticipate adding additional lenders to provide financing on Kratos™, and adding credit insurance and logistics providers, which we believe will attract additional participants and further help us build the necessary scale independent from Rhodium.

Innovative Platform with First Mover Advantage, Streamlining Services for SMEs

We believe that Kratos™ will enhance international trading and trade financing across the entire life cycle of a commodity trade by acting as a single repository of information, allowing for a secured version of all trade documentation to be shared and visible in real-time to all stakeholders in the trade. We also believe we are the only digital platform in the market to use blockchain, support live transactions, offer emerging markets SME commodity trade finance and to have exceeded $6 billion in Total Transaction Volume.

The goal of Kratos™ is to bring together the entire ecosystem — buyers, sellers, traders, financiers, insurers and logistics providers — to facilitate trade finance and trading efficiently in a consistent, transparent and trusted environment. Kratos™ enables SME trade finance transactions with its innovative, blockchain-enabled platform to increase speed and efficiency, promote sustainability, foster compliance and provide security throughout the financing and trading process.

Using our deep industry experience, we custom-built Kratos™ to meet the needs of both businesses and trade financing providers. By innovating from within the industry and providing a system built and designed by experienced industry practitioners, we believe the platform will provide immediate value for all users beyond what any pure technology company could offer. Kratos™ enables users seeking financing to access tailored financing options quickly through a transparent blockchain-linked system that facilitates their growth and we believe makes us a partner of choice. It also gives lenders access to borrowers with which they want to lend, but often cannot otherwise reach, in a practical and cost-efficient manner.

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Our Strategy

Our strategy is to be a leading global fintech platform for trade, trade finance and supply chain finance by innovating and developing new solutions with the goal of meeting the needs of our platform’s users. In addition to the organic growth we have achieved, we intend to further our strategic objectives as follows:

Expand the Alternative Lenders on the Kratos™ platform

We will strive to attract credit specialist lenders (e.g., generalist credit funds, alternative credit funds, multi-strategy asset funds and regional banks) interested in asset backed lending, but which have not traditionally participated in trade finance. We believe trade finance lending offers a compelling business opportunity in terms of attractive yields, low-risk, self-liquidating and short tenor assets. The Company’s deep experience in trade finance, our innovative technology and robust processes combine to offer a comprehensive solution that enables these credit providers to enter the trade finance space. Our business development team is well positioned to help credit specialist lenders’ enter into this market through various business arrangements such as joint ventures or strategic investments.

Expand on Newly Launched Marketplace

We intend to continue expanding our newly launched marketplace solutions by adding more buyers and suppliers while ensuring we do not take any commercial performance risk at a transaction level. The marketplace has enabled us to capture the entire transaction flow on the platform, which we believe will benefit the lenders in the long run to obtain more comfort on the transaction flows. The marketplace has also enabled us to provide credit terms to potential buyers thereby supporting our ecosystem in doing more business.

Expand New Trader Sectors

Historically the Company’s customer focus has been on traders of commodity products. We have expanded and continue to expand our customer base to include new businesses involved in expanded vertical product markets with similar risk profiles, including non-commodity emerging markets cross-border transactions. The target markets under consideration would include traders of semi-finished and finished goods representing such segments as: automotive, electronics, alternative energy, general manufacturing and technology metals.  We believe this could capture margin along the value chain, attract new lenders to the platform that have a specific industry focus in their lending practice which could be synergistic to our business development focus.  

Supply Chain Finance (“SCF”)

The Company has been interested in offering SCF solution as an alternative form of financing on the Kratos™ platform. We believe this is one pathway to scale utilization of the platform, enter into new markets and diversify our innovative offerings. While we launched the Supply Chain Finance module at the end of February 2021, our subsequent May 17, 2021 acquisition of Invoice Bazaar, a leading supply chain finance platform based in United Arab Emirates, resulted in the Company enhancing its SCF capabilities. We are working to integrate the Invoice Bazaar SCF technology platforms and operations as well as support the expansion of the SCF business across emerging markets.

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Micro- Businesses

 Triterras has recently expanded its business strategy, to include micro-businesses, such as restaurants and e-commerce businesses, where such large pools of micro-businesses could be acquired using ecommerce aggregators. Accordingly, we have updated our mission and values statements. Invoice Bazaar, a leading supply chain finance platform and provider in the United Arab Emirates and a wholly-owned subsidiary of Triterras, and Zomato, one of the largest aggregators of restaurants in the UAE, renewed a partnership in 2021 in response to the COVID-19 pandemic. Like many restaurants around the world, restaurants in the United Arab Emirates faced a severe liquidity crunch as a result of the COVID-19 pandemic, causing many to permanently close their doors.  Invoice Bazaar infused critical working capital, in real-time, to interested restaurants based on their receivables and historical performance, among other factors.  During the roll-out of the program, Invoice Bazaar disbursed more than 10 Million AED in critical financing to restaurants on the Zomato platform. The provision of working capital has helped Zomato-partnered restaurants to reorient and build business with a new primary focus on deliveries, easing the burden on supplier payments and creating operating cost efficiencies. 

 We are excited to also serve this market segment, helping these businesses meet their working capital needs, and most importantly, helping them not only to survive, but thrive. 

 Accordingly, our reference to “SMEs” includes micro businesses

Corporate Developments

We have a very strong focus on corporate development activities that will allow the company to enter into new markets, new strategic partnerships and joint ventures, mergers and acquisitions, and other strategic investments. We evaluate these opportunities in terms of their potential impact on earnings growth, increased geographic presence, new technology acquisition, enhancements to the Kratos™ platform, and new platform user acquisition (borrowers, lenders and businesses).  

Use Kratos™ to increase Total Transaction Volume with our existing counterparties and develop new financing relationships

We believe that the scale and ease of use of Kratos™ positions us well to increase our Total Transaction Volume with existing users, as we believe that the use of Kratos™ constitutes a relatively small portion of the overall business of our users, providing us with an opportunity to capture additional business flow from existing relationships. We plan to actively engage with our user base to increase this business flow.

Some of our users currently use only the “Trade Discovery” sub-module of Kratos™ and do not seek financing via the “Trade Finance” sub-module, which provides us an opportunity to expand our relationships with existing users through their utilization of the platform’s financing options. This would, in turn, provide us with opportunities to capture more value from each trade and potentially increase Total Transaction Volume from these users. The “Insurance” module and the “Logistics” module of Kratos™ provide further opportunities to expand our relationships with existing users.

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Continue to enhance value proposition of Kratos™ to new and existing users, through growth in scale as well as additional functionality and features

Like other distributed ledger platforms, Kratos™ will become more appealing as its scale grows, and some of our actions to accelerate this growth include (i) offering incentives to current users to onboard new businesses from their ecosystems to our platform, which we have initiated in March 2020, (ii) launching the “Logistics” and “Supply Chain Finance” Modules in January 2021 and February 2021; (iii) increasing our appeal to general credit lenders who might not have looked at Trade Finance; and (iv) provide a marketplace for the businesses on the ecosystem where Kratos™ would act as intermediaries to assist their trade flows. We believe all these steps attract additional transactions and trading participants to Kratos™.

Focus on underserved and fragmented SME market

The $40 trillion trade finance market is dominated by multinational companies and large banks that trade and finance the highest volume of trade transactions, largely outside of the view of public markets. Large participants in this industry include Cargill, Trafigura and Glencore, among others, which we believe trade primarily between themselves and with their large-scale suppliers. The increased regulatory capital requirements imposed on banks by Basel III have made it less profitable and attractive for banks to serve the trade finance market, leading to a focus on large transaction sizes (typically larger than $50 million) to cover increasing fixed compliance costs. This regulatory driven pull back by bank participants and the lack of well capitalized non-bank participants has led to an estimated annual $1.7 trillion gap in the provision of trade finance to SMEs, according to the Asian Development Bank as of October 2020 (“ADB”).

Our business focuses on SME transactions with the total value of traded goods below $10 million, that might otherwise struggle to obtain trade partners and financing from more traditional lenders in the trade finance industry. While banks have exited SME trade finance, non-traditional trade credit providers (e.g., credit and alternative credit funds of institutional asset managers) are seeking ways to enter this sector but are facing barriers to entry such as sourcing borrower financing opportunities, the inability to validate and perform proper KYC checks on counterparties and incurring prohibitively high administrative and compliance costs. We are capable of providing a comprehensive solution to these problems for potential trade finance providers, as Kratos™ provides lenders with a community of prequalified trade finance borrowers, with their KYC, AML and financial information uploaded onto the platform, giving potential trade finance providers the confidence to transact in this ecosystem. Furthermore, Kratos™ helps to streamline the overall documentation and transaction process with its efficient end-to-end blockchain-enabled digital environment.

We have diversified our customer base to achieve a healthy mix of Small (transactions size of less $50K), Medium (transactions size of $50K- $500K) and Large (transactions size of more than $500K) customers.

Selectively pursue inorganic growth through acquisitions and partnerships

We believe that there are a number of businesses and partnerships that would be complementary to our existing business and would provide attractive opportunities for inorganic growth. These include accretive acquisitions or joint ventures of existing offline businesses in the trading ecosystem, whose customer base could increase the growth of

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Kratos™, as well as acquisitions of certain technology offerings, such as artificial intelligence, analytics & dashboard reporting, credit scoring & rating solutions and payment processing solutions which would allow for additional features to be added to Kratos™.

Expand the use of Kratos™ with new features and into new geographies

We have introduced the facilitation of cross-border payments services for our trading and financing users through our strategic partnership with Wallex Technologies. In the medium term, we plan to introduce a mobile application that will allow our users to view their transaction status, receive notifications remotely, review and approve individual transaction steps, and manage the overall transaction process.

Kratos™ enjoys a diverse user base but is currently focused on emerging markets. This provides us with an opportunity to expand into additional geographies without requiring significant adjustments to the overall platform or its offering due to the nature of the technology used and the lack of a physical presence requirement. This further enables us to continue to expand our user base and scale of Kratos™, while continuing to de-risk the business through additional geographical diversity. As Kratos™’ user base grows and geographical diversity increases, we expect that our users will begin trading additional non-petroleum commodities and non-commodity cross-border transactions. The target markets under consideration would include trades of semi-finished and finished goods representing such segments as automotive, electronics, alternative energy, general manufacturing, technology and metals.

Disruptive pricing model to capture greater market share

Offline trade and trade finance processes have been traditionally costly, lengthy, inefficient, paper intensive and subject to fraud. In contrast, Kratos™ provides faster and more efficient digital execution, mitigates the potential for documentation fraud or data tampering by using blockchain-enabled technology and provides easy coordination of numerous transaction participants, while reducing paper-based documentation costs and waste in a sustainable way. We can capture this advantage through our pricing structure, where we believe our current charges to the party using Kratos™ to initiate the trade are well-priced for the fraud protection, transparency, speed, analytics and efficiency that the “Risk Assessment” module of our platform delivers. In addition, we believe our finance sourcing fees are notably lower than current offline market rates for capital sourcing, which we believe are generally closer to 2.0% to 2.25%. We believe that both pricing advantages will drive users and Transaction Volume and Trade Finance Volume to our platform.

Kratos™ and COVID-19

The utilization of Kratos™ by our users has proven to be resilient in the face of the challenges posed to the industry during the early periods of the COVID-19 pandemic.  The initial months of COVID-19 pandemic drove increased Total Transaction Volume from our existing users, resulting in a 64.6% increase in average Total Transaction Volume for the fiscal year ended February 28, 2021, and a 59.6% increase in platform user growth, each as compared to the fiscal year ended February 29, 2020. COVID-19 has also resulted in delays in collections of receivables given the liquidity issues faced by our customers.

Subsequently, the COVID-19 pandemic has impacted the business of some of our original customers more than others, which has resulted in a changing composition of our customer base, and we believe that this will continue into the near future as original customers

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are being replaced by the entrance of new customers. We anticipate that this changing composition of our customer base may impact our existing business and we expect our newer customers to become more and more reliant on the benefits of participation on our platform.

Kratos™ — Our Blockchain-enabled Platform

Kratos™ is an organized, efficient and trusted digital platform for end-to-end trade finance and physical trading. We believe Kratos™ enables us to more efficiently facilitate trading and trade financing solutions while making our users’ day-to-day operations faster, more efficient and more transparent.

The trading and trade finance ecosystem has multiple stakeholders: Kratos™ is designed to capture approved buyers, sellers, traders, financiers, insurers and logistics providers and events at every stage of the trade transaction, allowing our users’ entire trading and trade finance relationship to be completely hassle-free in just a few clicks at our “one-stop-shop. An important feature of Kratos™ is that we maintain oversight of the ecosystem, including “know your customer” (“KYC”) and anti-money laundering (“AML”) checks for all participants, assisting users with these cumbersome tasks.

Kratos™ enables ecosystem participants to more efficiently find deals and counterparties, while improving reporting by operating in a consistent, transparent and trusted environment. Kratos™ links to the blockchain six times for a trade transaction and an additional six times for a trade finance transaction, as shown in the below diagram.

Kratos™’ platform architecture consists of different modules, each of which serves a particular trade finance and trading need. “Trade Discovery,” “Risk Assessment” (which is accessible to all users without charge, and supports the other modules by facilitating KYC, Sanctions and AML checks, as well as credit score reporting and bill of lading checks for our users), “Trade Finance” and “Insurance,” are operational, the “Logistics” and “Supply Chain Finance,” went live at the end of January 2021 and February 2021, respectively. Our Supply Chain Finance Module was further enhanced by our acquisition of Invoice Bazaar and further details are set out above. Additionally, the Transaction Volume that our current customer base and financing providers support attracts other businesses to Kratos™, which in turn draws in additional sources of financing, such as insurers and logistics providers.

We believe that Kratos™ has several advantages compared to traditional offline trade transactions, which are paper intensive, burdened by significant overhead costs and delays and subject to human error due to manual documentation handling and fraud resulting from document modification. Through its blockchain-enabled technology, Kratos™ provides faster and more efficient digital execution, mitigates the potential documentation fraud or data

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tampering and provides easy coordination of numerous transaction participants, all while reducing paper-based documentation costs and waste in a sustainable way. We believe Kratos™ is transforming trade finance and physical trading without borders, across multiple countries and with ease of integration with third party software providers through APIs (Application Programming Interfaces).

Kratos™’ blockchain platform now uses Amazon Managed Blockchain (AMB) service. We chose a blockchain service from a reputed provider such as Amazon because of the scale, security, and simplicity it offers to Kratos™. AMB allows us to customize our offering to build decentralized applications that gain the benefits of blockchain technology.

Competition

There are numerous companies in the broad trade, trade finance and supply chain finance industries that are introducing technology solutions to improve the efficiency of trade and the delivery of trade finance. This is strong validation for the compelling industry opportunities offered by digitization. However, most fintech companies in the space are focused on serving large corporates and banks, the traditional incumbents, and introducing incremental efficiencies to existing corporate and bank processes.

Triterras is scaling a platform built on blockchain technology that achieves two important objectives:

1. Facilitating access to financing for the largely unbanked/underbanked/underfunded SMEs in emerging markets, who are disproportionately affected by the liquidity crunch in trade finance.

2. Facilitating the entry of new funders, such as alternative credit funds, who have historically not been exposed to the trade finance asset class, especially in emerging markets, which will bring new liquidity into the industry.

Within the broad trade and trade finance industry, the Company has what we believe to be a unique focus in terms of our combined blockchain-enabled product/service deliverables and our targeted customer market. Based on our analysis, we believe there are more than 30 direct and indirect competitors, we found that only 8 of our competitors are focused on SMEs, exhibiting that the vast majority of industry players are focused on serving large corporates, leaving significant whitespace in the SME sector.

Within the larger group of identified competitors, we also found that only 8 of our competitors had blockchain technology as part of their product offering. However, within this peer group, we have identified that our competitors have largely different missions as compared to Triterras:

• LiquidX: operates a platform with blockchain elements that facilitates Trade Finance, Supply Chain Finance and Trade Credit Insurance; however, they are focused on serving large corporates rather than SMEs

• Komgo: bank and corporate-led consortium offering a blockchain-based transaction management system for the consortium members. The company’s focus is on banks and very large corporates in the energy sector.

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• Vakt: was founded by a group of oil majors, traders, and trade finance providers. While the company has functionality to facilitate trade and trade finance through its platform, it is focused on creating efficiencies in trade and trade finance for large corporates and banks rather than SMEs and alternative lenders.

• DLT Ledgers: jointly led by Standard Chartered and DBS Bank, DLT Ledgers operates a blockchain-based platform that facilitates Trade Finance and Supply Chain Finance for MSMEs, large corporates and banks. Given that the company is led by two large banks, DLT Ledgers is keenly focused on facilitating supplier finance credit facilities for large corporates and is not focused on creating new liquidity through alternative lenders.

• Contour: formed by a group of leading trade banks, Contour is a blockchain network focused on digitization of Letter of Credit (LC) based trade finance for large corporates and banks.

• Marco Polo Network: Marco Polo is a blockchain-based platform that facilitates payment risk management and working capital finance between banks and large corporates. They are not focused on SMEs, emerging markets and alternative lenders.

• Trusple: a subsidiary of the Ant Group, Trusple is a digital international trade platform for SMEs built on the AntChain. While Trusple has the backing of the Ant Group, it is largely focused on serving Chinese sellers and large global banks.

As such, we do not believe that there are currently any financial technology (“fintech”) companies of scale that are direct competitors in the market and customer segments we are serving and targeting, i.e., competitors focused on serving emerging markets SMEs and creating new liquidity in the industry through alternative lenders. We see our most immediate competitive activity (and, correspondingly, our most immediate opportunity) is represented by the legacy paper-based procedures and informal broker-based communications that continue to represent the vast majority of today’s trade and trade finance transactions involving SME businesses and lenders. In order to represent the size and scale of the opportunity, as per McKinsey & Co., SMEs account for 95% of global firms and a vast majority of the inefficient documentary trade finance business, which makes up ~85% of the $5.2 trillion global trade finance market. Additionally, SMEs experience the greatest pain points in trade finance and account for a bulk of the $1.7 trillion trade finance provision gap given that 65 million were considered credit constrained as of 2017 and they have the highest financing rejection rate at 40% (Reconceiving the Global Trade Finance Ecosystem, November 2021).

The Company does recognize that other fintech companies could revise their business deployment strategies in the future and, thereby, develop into more direct competitors.

Because the trade and trade finance industries are global, they experience a steady stream of new market entrants. Some of our potential competitors have greater financial, technical, sales, marketing and other resources than we do, as well as in some cases, lower costs. Our potential competitors may also benefit from innovative business models, expansion and diversification of their product/service offerings, transaction origination and or trading

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operations, or engage in pricing or other financial or operational practices that could increase competitive pressure on us.

Marketing

The Company is endeavoured towards the continuous building of its brand awareness, educating and engaging potential clients on our trade financing solutions and the digitalisation of trade processes via our blockchain-enabled Kratos™ platform, as well as encouraging our clients to come onboard for us to help address their trade and trade finance needs.

We do these through a strategic myriad of carefully-planned digital and social media marketing, trade partnerships and collaborations through database content marketing, establishing rapport with media owners to boost public relations, as well as selective events outreach with thought-leadership exchanges, along with the creation and dissemination of meaningful relevant communications materials like blogs, whitepapers, newsletters and others.

Geographic Footprint & Employees

The tables below present geographic information related to the location of users of the Kratos™ platform, which is equivalent to the location associated with revenue generation for fiscal years ended February 28, 2022, February 28, 2021 and February 29, 2020.

The table below is for the fiscal year ended February 28, 2022:

Location*	Revenue (%)
United Arab Emirates		95
Singapore		5

During the fiscal year ended February 28, 2022, 95% of our revenue was earned form customers based in the United Arab Emirates (“UAE”).  The Group is actively pursuing customers in other geographies including Asia, Europe and South America.

The table below is for the fiscal year ended February 28, 2021:

Location*	Revenue (%)
United Arab Emirates		48
Singapore		26
Hong Kong		13
Malaysia		8
Other countries		5

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The table below is for the fiscal year ended February 29, 2020:

Location*	Revenue (%)
Singapore		56
Hong Kong		20
Malaysia		11
United Arab Emirates		10
Other countries		3

*The revenue information in the tables above are based on the location of the customers’ country of incorporation.

We are headquartered in Singapore, a large trading hub that we believe gives us access to all necessary supporting counterparts, such as the trading arms of producers, banks and insurers. As of the date of this Annual Report and since our inception, our head office and registered office, which is leased, is located at 9 Raffles Place, #23-04 Republic Plaza, Singapore 048619, and our telephone number is +65- 6661- 9240.

We believe that we maintain constructive relationships with our employees. As of February 28, 2022, we had 49 employees, none of which were represented by unions. In addition, we have 6 consultants and 26 contractors in India supporting the design, development and solutioning of Kratos™, bringing our total number of employees, consultants and contractors to 81.

The SEC maintains an Internet site at www.sec.gov that contains our public filings with the SEC. Our website, which is not incorporated into this Annual Report, is located at www.triterras.com.

External Factors

There were several key developments that impacted trade and trade financing industry and in turn, our business planning for the fiscal year ending February 28, 2022.  Many of these developments were overall industry related “headwinds” that brought with them new challenges and impediments to the industry and to our growth plans:

• The COVID-19 pandemic has driven business slowdowns, extended payment cycles and contracted the market opportunities for the SME trader segment, especially in the East Asia, Southeast Asia, South Asia, Australia, and Oceania (APAC) region, where Kratos™ originally targeted its growth objectives; 

• The failure of Greensill Capital, a financial services provider that was a leading provider of supply chain financing and related services, was another impactful development in the industry. The withdrawal of Greensill’s lending resources in late 2020 further exacerbated the shortage of available trade finance for SME traders.

• Marked increase in trade credit insurance claims filed by the businesses due to buyer defaults has put a strain on the trade credit insurance industry. Insurers have

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typically extended their payment of claims to the SME businesses who have suffered buyer defaults; and

• Substantial decrease in trade credit insurance availability for SME businesses due to the dramatic rate increase and much more stringent insurance terms. Willis Towers Watson, a British multinational risk management, insurance brokerage and advisory company, opined in January 2021, that “Following the COVID 19 outbreak in 2020 and subsequent lockdowns the market for credit insurance changed virtually overnight.” In summary, the industry is seeing increased reliance on trade credit insurance yet capacity is tightening as the availability of trade credit insurance for certain market participants is challenged.  Without the cover of credit insurance, many trade finance lenders curtailed their lending.

These developments materially adversely impacted the industry and resulted in disruption of commodities supply, tightening credit environment, and retrenchment by banks and other working capital lenders. Some SME businesses lost critical working capital for their supply chain had to reduce their trading activity, suspended operations, and others were driven into business suspension, bankruptcy and/or liquidation. Regulators together with the big accounting firms have increased their scrutiny of supply chain finance, seeking more transparency by proposing required financial disclosures. In other historical industry contractions, the industry restructured and overcame the setback. 

Environmental, Social and Governance (“ESG”)

We are committed to providing efficient and accessible trade and trade finance to small to medium enterprises (“SMEs”) in emerging markets. The SME sector is a key driver of growth and jobs creation as well as a pivotal social, technological and economic accelerator. Every $1 million loaned to SMEs in developing countries is associated with the creation of an average of 16.3 direct jobs over two years, according to an International Finance Corporation (IFC) publication titled How Investing in SMEs creates jobs (March 2021). Additionally, recent data from the Corporate Finance Institute (CFI) shows emerging market countries generate more than 50% of the world’s economic growth. Despite SMEs’ fundamental role in the global value chain and financial systems, they invariably have difficulty accessing commercial, growth and working capital financing to obtain necessary materials and resources to grow their businesses.  Further, global supply chain disruptions from the COVID-19 pandemic, have impeded the movement of goods and supplies across the world, and have created additional barriers to the success of SMEs’ businesses.

We aim to continue facilitating SMEs’ access to critical trade and trade finance especially during these challenging economic times. We believe that facilitating SMES’ access to capital, helps to develop the communities, lives and livelihoods of customers conducting global commerce on our digital platform (as opposed to archaic and paper-based systems and processes plaguing trade finance) while fostering global economic efficiency.

Environmental Impacts

Climate change is wreaking havoc worldwide, resulting in catastrophic wildfires, coastal erosion, extreme drought, unprecedented storms, severe food shortage, and dismantled supply chains, to name a few. We are actively taking steps to integrate the reduction of

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environmental impacts in our core business activities and offer innovative products to our customers and investors.

• Carbon footprint savings from digitizing transactions

There are significant environmental benefits associated with moving from paper-based to digital trade transactions. Users of the platform can lessen their digital carbon footprint, an area of increased focus for our customers and investors and a key priority for our sustainability framework. According to a World Economic Forum (publication titled Digital technology can cut global emissions by 15%. Here’s how |, (January 15, 2019), the digital technology sector is probably the world’s most powerful influencer to accelerate action to stabilize global temperatures and can cut global emissions in half by 2030.

Based on the number of transactions conducted on Kratos™ as of February 2022, the percentage of transactions digitized (e.g., paperless), including the use of DocuSign, and considering other variables, we estimate that approximately a total of 315,936 pages of paper have been saved, resulting in emissions offset of approximately 17,692,416 (gCO2e).  Emissions savings from paperless trade implementation can be very high, driven especially by efficiency gains from handling data digitally.  Not only can users of Kratos™ platform achieve multiple benefits from the Kratos™ integrated digital marketplace, including achieving efficiency gains through reduced transactional time and costs, simplification and standardization of KYC, AML and risk assessments, we believe, they can reduce the concentration of CO2 in the atmosphere by lowering their emissions of CO2.

Digital data exchange is not without certain challenges to overcome because it requires electricity for routers, networks, and servers.  Triterras is taking active steps through our ESG framework to measure, monitor and reduce its carbon footprint for electricity consumption of servers. We aim to continue to innovate solutions with benefits that substantially outweighs the residual impact of carbon emissions.

• Reducing our environmental footprint across offices

Other key initiatives we are undertaking to reduce our environmental footprint are as follows:

- Promoting recycling of office paper, employee-generated plastics and glass

- Partnering with Dubai-based companies to collect and weigh office trash in association with Dulsco, a leading company that provides waste processing and recycling solutions, which in turn will process our waste at their recycling facility.

- Transitioning to energy efficient office equipment as well as encouraging digital documents in lieu of printed copies.

- Introducing sustainability into the procurement process.

- Encouraging employees to participate in nature conservation in their communities through corporate sponsored activities.

- Beautify our office with plants that reduce indoor pollutants and promote environmentally conscious workplace.

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- Automate turning-off of lights to save energy and electricity consumption.

- Integrating sustainability KPIs into products for customers and investors.

We are working to optimize sustainability products for customers and investors on Kratos™ platform to respond to their need for practical solutions that drive positive tangible change to the gamut of multifaceted ESG issues we face today, especially climate change related. We believe we can meaningfully impact our customers’ ESG goals.  

In addition to the above, we are also currently focusing on the following ESG-related projects:

- We intend to offer a third-party ESG rating tool to calculate customer’s industry specific ESG risks and rate their performance. Also, customers will be provided the functionality to self-report and upload sustainability-linked certification, such as the Roundtable on Sustainable Palm Oil (RSPO) Certificate, at onboarding on Kratos™. The RSPO certificate confirms that applicable customer’s products containing palm oil is obtained from responsibly managed palm plantations.

- We are planning to increase focus on originating sustainable-linked transactions by offering attractive pricing aligned to customer’s ESG rating and /or performance. We believe that this approach will expand the quality of ESG assets available in trade finance for investment by investors. We hope to incentivize responsible environmental practices in our operations and value chain, which we hope will make a substantial difference over time.

Social Impacts

We strive to empower employees by creating an inclusive and diverse work environment that encourages the best of human interaction and performance.

Diversity & Inclusion

As of the date of this Annual Report on Form 20-F, we employ 49 full-time employees, approximately 52% of which are women. Women are represented at various levels of the Company, including in management roles.  However, women are underrepresented in top-executive positions and of course, we would like to see more women in these roles. Accordingly, this is an area where we will continue to work to improve. We have one (1) female corporate director, Lilian Koh Nee Noi who has served on our Board since April 28, 2021.  The Company currently satisfies the Nasdaq Board Diversity Rule requiring listed companies to have at least two “diverse” directors, including one who self-identifies as “Female” and one who self-identifies as either an “Underrepresented Minority” or “LGBTQ+”.

Attracting and Retaining Talent

We aim to attract, develop and retain a strong and diverse workforce and management team to reflect and respond to the communities we serve in Singapore, Dubai, and the U.S. We want our employees to feel valued, inspired, and encouraged to contribute within

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and outside of, the organization.   The job market is highly competitive for top talent, and we often compete with much larger organizations, with potentially greater financial resources that can offer higher compensation and benefits to attract such talent.  From that perspective and consistent with our Diversity & Inclusion Statement, we strive to differentiate our organization from the competition by creating an inclusive work environment that embraces uniqueness, fosters innovation and collaboration and attracts top talent.

We aim to foster a “people-first” culture by, among other things:

•Fostering a culture of health, safety and wellbeing by providing continuous training and resources for employees. The health, safety and wellbeing of our employees through strong safety culture is of the utmost importance to our Company.  We believe that our employees should always feel connected and supported, irrespective of whether they are working in an office or remotely with access to the resources and equipment to be well and perform well. Flexible working is critical to enabling diverse career paths across roles; providing transparent paths to development and advancement; and recruiting, hiring and retaining high caliber employees.

•Supporting Employee-led Resource Groups established by employees based on shared characteristics, goals or life experiences aligned to organizational goals. Having a strong anchor at work through positive relationships can supercharge employees.

Philanthropy

Our philanthropic efforts support local charities, such as the Singapore Indian Education Trust (SIET) which are aligned to our core values and mission. Many of these philanthropic efforts are led by our employees.  

SIET is dedicated to assisting Singaporean Indian students from low-income families who are experiencing financial difficulties to obtain student loans so that they can continue to improve their career prospects. To date, we have donated SGD100,000 to SIET and have committed the same amount for the next 2 years, post assessment of the philanthropic impact of the year before.

We are also exploring the establishment of a scholars’ program. In this program, employees would mentor and volunteer with financially and socially disadvantaged students from all racial and diverse backgrounds in Science, Technology, Engineering and Mathematics (STEM), commencing in Singapore. This opportunity would expose talented students to careers in the STEM sector while we are excited about the potential of the scholars’ program we are in early stages and there remains much work to be done to bring it to life.

Governance Impacts

- Board Responsibility and Good Governance

Elevating the Board quality and effectiveness by ensuring our directors are equipped with the requisite tools, training, resources, professional background, expertise and skills, which we assess on an annual basis, is paramount to our Company’s continuing success. In order to enhance our directors’ training and development, our Board has access to the National Association of Corporate Development (NACD) in the U.S. and the Singapore Institute of

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Directors (SID) in Singapore, each of which provides extensive educational services for corporate directors. Further, we are currently working with Nasdaq Governance Solutions to meet the evolving needs of the Board in respect of evaluation services to assess capabilities.

As an innovative fintech company, we are committed to maintaining good corporate governance, a fundamental underpinning of the ever-changing environment in which we exist. We strive to implement best practices, transparency, and accountability backed by continuous enhancement and assessment.  We will continue to steadily implement tools, processes, and procedures, with the support of external advisors as needed, to elevate our governance infrastructure and embed the appropriate controls for continuous assessment. The Company has, in the months leading to the filing of this Annual Report on Form 20-F, worked extensively on a comprehensive “Governance Enhancement Plan,” that includes a framework of various policies, procedures, tools, and controls adopted to ensure an effective, transparent, and consistent governance infrastructure. In addition, we have established a Risk Committee of the Board of Directors, comprising of three directors (out of which, two are independent directors) to oversee our Company’s risk management governance, procedures and processes (including monitoring compliance with identifying and reporting risks, including cyber security risks) to ensure effective and timely implementation of actions to mitigate risks. We have also established a Disclosure Committee of cross-functional leadership to communicate, discuss, and capture comments for inclusion in SEC filings and support the certification requirements of the applicable provisions regarding financial reporting of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)).

- ESG Strategy and Reporting

We recognize there is no single pathway or destination on our journey to drive change through responsible and sustainable operations and value chain. But we are committed to and excited about each step along the way that is authentic to us and brings value to our employees, our customers, shareholders and other stakeholders. In May 2022, we retained Diginex, a leading sustainability firm, to advise the Company on its ESG implementation, integration and reporting. The nature of our ESG initiatives described herein and set forth in our framework are linked to the applicable standards of the United Nations Sustainable Development Goals (UN SDG) 2030, Sustainability Accounting Standards Board (SASB) standards and The Task Force on Climate-Related Financial Disclosures (TCFD). We may augment as we deepen our work with Diginex to make sure that we calibrate to the most suitable external benchmarks and start reporting our performance in line with these market leading standards, for the 2022 reporting cycle.

Our ESG strategy is led by our Chief Executive Officer, Mr. Srinivas Koneru, through a newly established ESG team, with oversight by the Nominating and Corporate Governance Committee of the Board. The ESG team comprises senior leaders and employees from the Company’s different organizational departments, including Finance, Operations, Commercial, Legal, Human Resources & Administration, Product Development, Technology and Investor Relations & Marketing. Generally, this multi-disciplinary team helps with the execution of our ESG strategy, development of initiatives, and provides regular updates on our progress to Mr. Koneru, who then informs the Nominating and Corporate Governance Committee. The team is also responsible for educating employees on the importance of our ESG efforts and performance in order to ensure employees are fully-engaged and to encourage faster adaption of our ESG policies. The Company is in the process of setting specific and measurable

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performance metrics in respect of the ESG issues material to the Company, for all employees, including Executive Management, as part of their compensation.  

Government Regulations

Cybersecurity Disclosure Regulations

On March 9, 2022, the SEC proposed rules and amendments to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies, including foreign private issuers such as Triterras. The rules would require reporting about material cybersecurity incidents on Forms 6-K. The rules would also require periodic disclosures regarding, among other things about:

• A registrant’s policies and procedures to identify and manage cybersecurity risks;

• Management’s role in implementing cybersecurity policies and procedures;

• Board of directors’ cybersecurity expertise, if any, and its oversight of cybersecurity risk; and

• Updates about previously reported material cybersecurity incidents.

Some version of the proposed rules and amendments are expected to go into effect although we cannot predict when we will be required to comply. We are evaluating the impact of the proposed rules and make the necessary adjustments to our risk management infrastructure, to supplement existing practices.

ESG Disclosure Regulations

On March 20, 2022, the SEC issued proposed rules regarding ESG disclosures for SEC-regulated organizations, requiring information about a registrant’s climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition.

The proposed rules would require a registrant, including a foreign private issuer such as Triterras to include in the relevant filing an attestation report covering the disclosure of its Scope 1 and Scope 2 and, in some cases, Scope 3 greenhouse gas (GHG) emissions and to provide certain related disclosures about the service provider.  In order to attest to the Scopes 1 and 2 emissions disclosure and GHG emissions attestation the provider would be required to evaluate the registrant’s compliance with proposed Item 1504 which would require companies to disclose Scope 1, Scope 2 and, in some cases, Scope 3 GHG emissions for their most recently completed fiscal year, and for the historical fiscal years included in their consolidated financial statements in the relevant filing, to the extent such historical GHG emissions data is reasonably available.

We expect that the Company will have to comply with such rules if and when adopted by the SEC. In light of the proposed rules, we intend to develop the infrastructure to measure the required disclosures and as well as a reporting framework to use in reporting in our stand-alone public reports and our financial statements.

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C. Organizational Structure

Percentages refer to voting power of the Ordinary Shares held by the respective shareholders or shareholder groups.

All significant subsidiaries of the Company as of February 28, 2022 are listed below.

Name	Country of Incorporation and Place of Business Address		Nature of Business	Proportion of Ordinary Shares Held Directly or Indirectly by the Company
Triterras Fintech Pte.  Ltd.	Singapore	Singapore	Financial Technology	100%
Triterras Fintech UK Limited	United Kingdom	United Kingdom	Finance Technology	100%
Triterras Fintech USA Inc.	USA	USA	Financial Technology	100%
Triterras Fintech Holdings Limited (formerly as IB Holdings Limited)    (shares acquired on  May 20, 2021)	United Arab Emirates	Abu Dhabi	Investment Holding	100%
Invoice Bazaar Forfaiting Services    LLC (JV of IB Holdings) (shares    assumed on May 20, 2021)	United Arab Emirates	Dubai	Forfaiting Services; payment services provider	49%
Techfin Solutions FZCO (subsidiary    of IB Holdings) (99 shares    assumed on May 20, 2021;    remaining 1 share acquired    on September 3, 2021)	United Arab Emirates	Dubai	Public Network Services; Portal	100%
Triterras Fintech Swiss AG	Switzerland	Switzerland	Financial Technology Finance	100%
TR Receivables SPV Limited	United Arab Emirates	Abu Dhabi	Investment Holding	100%

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D. Property, Plants and Equipment

Our properties consist of office space within general, commercial office buildings.  As of the fiscal year ended February 28, 2022, the properties leased by the Company are its headquarters in Singapore which is approximately 4,300 square feet and leases for office space in the United Arab Emirates, Switzerland and the United Kingdom of, in aggregate, approximately 3,200 square feet.  The offices are used by the Company’s operations and administrative staff.  The Company does not own or lease any plants and does not lease any material fixed assets.

ITEM 4A. Unresolved Staff Comments

Not applicable.

ITEM 5. Operating and Financial Review and Prospects

The following discussion and analysis summarize the significant factors affecting our results of operations, financial condition and liquidity position for the fiscal years ended February 28, 2022, February 28, 2021 and February 29, 2020 and should be read in conjunction with our financial statements and related notes included in this Annual Report. The following discussion and analysis contain forward-looking statements that reflect our plans, estimates and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” beginning on page iii of this Annual Report. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, particularly in the section titled “Risk Factors” beginning on page 1 of this Annual Report.

Overview

We facilitate trading, trade finance and the provision of credit insurance by insurers, for small to medium-sized enterprises (“SMEs”) using Kratos™, our internally developed innovative blockchain-enabled technology platform.  Kratos™ is a diversified platform built to address the needs of SMEs in the trading and trade finance community by connecting traders and lenders and enabling them to transact online, solving mission critical problems for this historically underserved market.  Kratos™ enables SMEs and other parties to trade and find short term trade financing for their purchases while in transit and prior to delivery.  We believe Kratos™ is one of the world’s first large-scale (as measured by Total Transaction Volume) blockchain-enabled trade and trade finance platforms.  Our ability to launch the blockchain-enabled trade and finance platforms at the time that we did provides us with a first mover advantage to address the complexities and challenges in trade finance for SMEs.

Unless stated otherwise or unless the context otherwise requires, (i) references herein to the “Company” are to Triterras, Inc., whereas references herein to “Group,” “Triterras,” “we,” “us,” or “our” are to Triterras, Inc. and its subsidiaries; and (ii) all amounts presented herein are in U.S. Dollars.

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A. Operating Results

Key Operating Metrics

We evaluate our performance through key operating metrics, including:

• The dollar volume of trades and the trade finance transactions facilitated by the Kratos™ Platform (“Total Transaction Volume”);

• The ratio of Trade Finance Volume to Transaction Volume (“Financing Ratio”), approximates the rate at which our Trade Discovery sub-module users seek financing via our Trade Finance sub-module; and

• “Average Transaction Fees” charged for both the Trade Discovery sub-module and Trade Finance sub-module. In the medium term we expect transaction fees to moderately decrease due to competitive pressures, which we expect will be offset by increasing Total Transaction Volume.

• The number of users of the Trade Discovery and Trade Finance sub-modules of the Kratos™ platform.

• The dollar amount of capital deployed towards financing under the Trade Finance sub-module of the Kratos™ platform.

• The average interest rate on total financing deployed for the financing of customer receivables and payables.

• The dollar volume of transactions facilitated through the Trade Marketplace sub-module of the Kratos™ platform.

The table below sets forth our Total Transaction Volume, Average Transaction Fee and Financing Ratio for the periods presented:

	Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
Platform fees
- Trade discovery and trade finance
Total Transaction Volume (in millions)	$	6,692.8		$	10,000.5		$	3,800.4
Financing Ratio		36.6	%		34.1	%		5.1	%
Average Transaction Fee		0.57	%		0.55	%		0.44	%
Number of users		172			83			52
- Financing fees
Total financing deployed (in millions)		13.0			-			-
Average interest rate per annum		20	%		-			-
Trade Marketplace
Gross transaction volume (in millions)		18.6			-			-

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Factors Affecting Our Results of Operations

We believe the following key factors and market trends affected our results of operations for the periods presented and expect that such factors and trends may continue to affect our results of operations in the future.

Usage of the Kratos™ Platform

Kratos™ was developed to provide customers with an easy and efficient platform to address all aspects of the purchase, including trading, trade finance, insurance and logistics, making it a potentially captive environment for users. We believe that the captive nature of the Kratos™ platform will enable it to become quickly accepted by the marketplace and provide a significant competitive advantage compared to traditional market participants. As the Kratos™ platform becomes more accepted, we believe it will drive, possibly exponentially, Transaction Volume on Kratos™, which is the key driver of our revenue because it not only drives Transaction Fees it also primarily drives our Trade Finance Volume, which drives Trade Finance Fees.

Wide-spread market acceptance of Kratos™ and the continuing introduction of new modules and enhancement of existing modules, which are expected to create new revenue streams, also have the potential to drive significant increases in our revenues. On September 23, 2020, the Group announced the introduction of an Insurance module and on January 8, 2021 the Group announced the introduction of a Logistics module.  If usage of Kratos™ does not increase as quickly as we believe it will, it could adversely impact our revenue growth rates. Increased usage of the Kratos™ platform and its service offerings will be dependent in part on our ability to include functionality and usability that address customer requirements, and optimally price our products and services to meet customer demand and cover our costs.

Prices and the Volume of Products Sold

Our revenues and results of operations for any given period are driven by the Transaction Volume of products purchased and sold by Kratos™ users during the period on the platform’s Trade Discovery sub-module, because in addition to Transaction Fees we earn, this also primarily drives our Trade Finance Volume and the Trade Finance Fees we earn. While a decline in product prices will not lead to a loss for us, as the facilitator of trade transactions, any decrease in product prices, assuming no change in the quantity of the product transacted, would result in a proportional decrease to our platform fee. Furthermore, significant fluctuations in a product’s price could affect such consumption and trading volumes in general, which in turn could have a significant adverse effect on our results of operations. Product prices and the volumes produced and sold are influenced by many factors, including the supply and demand of speculative activities by market participants, global political and economic conditions and related industry cycles and production costs in major producing countries. Prices may move in response to changes in production capacity in a particular market, for example as a new asset comes online or when a large producer experiences difficult operational issues or is impacted by a natural disaster or by international hostilities.

Availability of Financing Sources

Our ability to facilitate trade financing and earn fee revenue from our Trade Finance sub-module is entirely dependent on the willingness of lenders and traders using the Trade Finance sub-module to finance the transactions and provide trade credit. As a result, the

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availability of financing from lenders using the Trade Finance sub-module is a key driver of our overall business and results of operations. Some lenders are only willing to provide trade financing where credit insurance is available, so Trade Finance Volume is also linked to the cost and availability of credit insurance.

Through the IB Holdings acquisition (which is described below), the Group provides supply chain financing which consists of the financing of inventory and trade receivables.

Completion of the Business Combination

The Business Combination was consummated on November 10, 2020, and we have generated non-operating income in the form of interest income on cash and cash equivalents and other investments upon completion of the Business Combination in connection therewith. Since the completion of the Business Combination, we have incurred increased expenses as a result of being a public company (including, for legal, financial reporting, and compliance) and no longer have the benefit of accumulated tax losses from our formerly related parties. Our expenses have increased substantially since the closing of the Business Combination.

Pursuant to IFRS, the Business Combination will be accounted for as the continuance of Fintech with recognition of the identifiable assets acquired and the liabilities assumed of Netfin at fair value. Operations prior to the Business Combination will be those of Fintech from an accounting point of view.

We believe that the following key factors will also affect our results of operations in the future.

Delisting of the Company’s Securities

On February 1, 2022, the Company received notice from Nasdaq Staff stating that the Nasdaq Hearings Panel (the “Panel”) had denied the Company’s appeal of the Staff’s determination to delist and suspend trading of the Company’s securities on Nasdaq. With the Panel’s decision having been rendered, trading in the Ordinary Shares of the Company and the Triterras Warrants on Nasdaq was suspended effective with the open of business on February 3, 2022.

The Company initially elected to appeal the Panel’s decision to the Nasdaq Listing and Hearing Review Council (the “Listing Council”) within the applicable 15-day appeal period.  However, the Company withdrew the appeal, and instead, will focus on the relisting of the Ordinary Shares and the Triterras Warrants on Nasdaq as soon as practicable through the normal application process. The Company will work with external advisors to address the listing requirements of Nasdaq, including financial, liquidity and corporate governance standards. However, there can be no assurance that a market for the Company’s securities will develop. The Company has at the date of this Annual Report submitted an application for trading of its Ordinary Shares and Triterras Warrants on the over-the-counter market as an interim measure while addressing the possible relisting with Nasdaq.  

Effective March 24, 2022, Nasdaq delisted the Company’s Ordinary Shares and Triterras Warrants.

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The delisting of the Company’s securities by Nasdaq may adversely influence a current or potential customer’s decision to use (or continue using) the Kratos™ platform which could have a negative impact on the Company’s results of operations and cash flows.

Recent Expansion of Kratos™’ Offering

We believe that the attractiveness of the Kratos™ platform is and will be the ability to bring together the entire trading and trade finance ecosystem of buyers, sellers, traders, financiers, insurers and logistics providers to facilitate trading and trade finance. We will need to continue to expand our product offerings.  Recent additions include our Trade Marketplace sub-module.

We intend to continue expanding our newly launched marketplace solutions by adding more buyers and suppliers while ensuring we do not take any commercial performance risk at a transaction level. The marketplace has enabled us to capture the entire transaction flow on the platform, which we believe will benefit the lenders in the long run to obtain more comfort on the transaction flows. The marketplace has also enabled us to provide credit terms to potential buyers thereby supporting our ecosystem in doing more business.

Our Supply Chain Finance module expands Kratos™ beyond commodities focusing on the SME suppliers of large “anchor” buyers. The lender will provide immediate payment at the request of such suppliers who have otherwise offered deferred payment terms to the anchor buyer. We plan to charge suppliers that opt for supply chain finance a sourcing fee based on the amount financed.  Post our purchase of IB Holdings, our Supply Chain Finance Module is currently undergoing enhancements and a modernised version is planned to be offered from the third quarter of 2022.

Acquisition of all of the Outstanding Share Capital of IB Holdings LTD and Techfin Solutions FZCO.

On May 17, 2021, Fintech entered into a Share Purchase Agreement (the “Purchase Agreement”) to acquire all of the outstanding share capital of IB Holdings LTD (the “IB Holdings” or “Invoice Bazaar”), a privately-held United Arab Emirates-based supply chain finance company with operations in the United Arab Emirates and offices in Dubai and India, along with all of the share capital of Techfin Solutions FZCO (“Techfin”), a 99%-owned subsidiary of IB Holdings.

Pursuant to the Purchase Agreement, by and among Fintech and the individuals listed in Schedule 1 thereto as sellers (the “IB Sellers”), Fintech agreed to acquire all of the shares of IB Holdings and Techfin for (i) an initial cash payment of $4.0 million, (ii) deferred cash consideration of $2.0 million payable in two $1.0 million tranches upon the earlier of each of the first and second anniversary of the initial cash payment, or the achievement of cumulative revenue milestones and (iii) up to $2.0 million in earn-out consideration, subject to achievement of certain revenue milestones and continued service with IB Holdings of certain members of the IB Holdings’ founding team. The Purchase Agreement was amended in June 2022 to replace the revenue milestones established in clause (iii) of the preceding sentence, with new milestones relating to revenue, recurring revenue from assets deployed or fees collected, origination of new customers, origination of deals, and signing of distribution partnerships with financial institutions related to the remaining $2.0 million in earn-out amount payable by Fintech to the IB Sellers.

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The IB Sellers will be additionally entitled to receive a portion of the proceeds of any sale of e-commerce business by Fintech within 24 months of the closing of the Acquisition.

With Invoice Bazaar the Group provides an alternative form of financing on the Kratos™ platform which we believe will increase utilization and diversify our innovative offerings.

Investment into a Cayman Islands fund, Trade Credit Partners Ltd.

The Company subscribed to the shares in Trade Credit Partners Ltd. (“Trade Credit Partners”), a Cayman Islands exempted fund that exclusively invests in and manages trade finance assets, for the sum of $15 million in August 2021 and subsequently in September 2021, subscribed a further $10 million into the said fund. The parties’ endeavor to execute the transactions on Kratos™. The Company believes that this strategic investment is in line with its business strategy to evolve its business and will help attract new customers on the Kratos™ platform; however, the Company is currently working to reduce its investment in Trade Credit Partners to a level where the Company will not be required to comply with the Investment Company Act. See Risk Factors – “We may become subject to the requirements of the Investment Company Act, which would limit our business operations and require us to spend significant resources to comply with such act” for additional information regarding the consequences of being an investment company subject to the Investment Company Act.

On an ongoing basis, the Company will conduct periodic testing prior to our acquisition or investment of assets, to ensure that the Company will not be deemed to be primarily engaged in an investment company business. 

Class-Action Lawsuit

See “Financial Information — Consolidated Statements and Other Financial Information — Legal Proceedings.”

Share Repurchases

On January 18, 2021, the Company announced a share repurchase program of up to $50.0 million of its ordinary shares and it commenced the program on February 12, 2021. On April 20, 2021, the Company completed its share repurchase program, having spent a total of $49.9 million repurchasing 6,671,788 of its ordinary shares and incurring commission fees of $133,000. The weighted average number of treasury shares for the fiscal years ended February 28, 2022 and February 28, 2021 were 6,426,178 and 33,895, respectively.

Business Segment

The Group operates a single operating segment, the trade and trade finance platform business. The activities of the operating segment have similar economic characteristic. The internal financial information provided to the Group’s chief operating decision maker, the Group’s CEO, is of the trade and trade finance platform business. The Group has concluded that the trade and trade finance platform business is the Group’s only reportable operating segment.

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Results of Operations

The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this Annual Report. The following table sets forth our results of operations for the periods presented:

	Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
Revenue	$	56,679,753		$	55,473,725		$	16,898,178
Costs and expenses:
Cost of Revenue		(21,172,335	)		(4,356,996	)		(112,803	)
Marketing and sales		(1,854,577	)		(4,342,591	)		(21,241	)
General and administrative		(31,158,789	)		(14,382,806	)		(1,406,087	)
Impairment - trade and loan receivables		(6,789,320	)		(3,925,335	)		(183,232	)
Impairment - intangible assets		—			(1,907,503	)		—
Impairment - contract costs		(1,496,501	)		(1,100,000	)		—
Total costs and expenses		(62,471,522	)		(30,015,231	)		(1,723,363	)
Results from operating activities		(5,791,769	)		25,458,494			15,174,815
Other income		63,489			113,456		—
Change in fair value of warrant liabilities		40,772,657			26,111,685			—
Unrealised gain on other investments		142,783			—			—
Finance income		11,609			48,011			1,342
Finance cost		(636,679	)		(130,490	)		(2,817	)
Net finance costs		(625,070	)		(82,479	)		(1,475	)
Profit before income tax		34,562,090			51,601,156			15,173,340
Income tax expense		(1,138,561	)		(6,348,444	)		(1,592,549	)
Profit for the year		33,423,529			45,252,712			13,580,791
Profit attributable to:
Owners of the Company		33,426,938			45,252,712			13,580,791
Non-controlling interests		(3,409	)		—			—
	$	33,423,529		$	45,252,712		$	13,580,791
Earnings per share attributable to equity holders of the Company
-Basic and diluted	$	0.44		$	0.74		$	4.07

Comparison of Fiscal Years ended February 28, 2022 and February 28, 2021

Revenue

Our revenue is primarily derived from platform fees from our “Trade Discovery” sub-module and the “Trade Finance” sub-module of the Kratos™ platform. In the “Trade

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Marketplace” sub-module of the Kratos™ platform, we purchase and sell goods on a back-to-back basis where we earn revenue on the basis of the costs of goods purchased plus a margin.

The table below set forth details of our revenue for the fiscal years indicated.

	Year ended February 28, 2022		Year ended February 28, 2021		% increase
Platform fees	$	38,086,928	$	55,473,725		(31.3	)%
Trade marketplace		18,592,825		—	n/a
Total revenue	$	56,679,753	$	55,473,725		2.2	%

  Our revenue increased by $1.2 million, or 2.2%, to $56.7 million for the fiscal year ended February 28, 2022 compared to $55.5 million for the fiscal year ended February 28, 2021. IB Holdings contributed $22.7 million of revenue for the fiscal year ended February 28, 2022, $18.6 million of which was from the Trade Marketplace.  Please read below for a discussion of the factors affecting the Group’s revenue.

Platform fees decreased by $17.4 million, or 31.3%, to $38.1 million for the fiscal year ended February 28, 2022 compared to $55.5 million for the fiscal year ended February 28, 2021. The decrease in revenue was primarily due to a $3.3 billion, or 33.3%, decrease in Total Transaction Volume, which was primarily due to challenges faced by the Company from the impacts the COVID-19 pandemic has had on the global supply chain and our customers. The Average Transaction Fee for the fiscal year ended February 28, 2022 increased by 0.02% to 0.57% compared to 0.55% for the fiscal year ended February 28, 2022. The Financing Ratio for the fiscal year ended February 28, 2022 increased 2.5% to 36.6% compared to 34.1% for the fiscal year ended February 28, 2021. While we had an increase in our financing ratio the decrease in Total Transaction Volume discussed above, resulted in an overall decrease of our platform fees. The number of users of the of the Kratos™ platform increased to 172 during the fiscal year ended February 28, 2022 compared to 83 for the fiscal year ended February 28, 2021. We anticipate this increase in users will increase the financing ratio going forward. As these newer customers build their credentials on the Kratos™ platform we believe more of these customers will be securing financing through the Kratos platform.  

Trade marketplace revenue was $18.6 million for the fiscal year ended February 28, 2022. The Company did not have any trade marketplace revenue for the fiscal year ended February 28, 2021.

Of the revenue we generated for the fiscal years ended February 28, 2022, and February 28, 2021, zero, and $5.2 million, or 0.0% and 9.3%, respectively, were attributable to services provided to related parties, namely Antanium Resources (previously known as Rhodium) and its subsidiaries. Since the fourth quarter of the fiscal year ended February 28, 2021, there have been no further transactions entered into on the Kratos™ platform by Rhodium and there are no due/to from balances with Rhodium.

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Costs and Expenses

Cost of revenue

The table below set forth details of our cost of revenue for the fiscal years indicated.

	Year ended February 28, 2022		Year ended February 28, 2022		% increase
Platform fees	$	2,900,195	$	4,356,996		(33.4	)%
Trade marketplace		18,272,140		—	n/a
Total revenue	$	21,172,335	$	4,356,996		385.9	%

Our cost of revenue increased by $16.8 million, or 386%, to $21.2 million for the fiscal year ended February 28, 2022 compared to $4.4 million for the fiscal year ended February 28, 2021. IB Holdings contributed $18.5 million of cost of revenue for the fiscal year ended February 28, 2022, $18.3 million of which was from the trade marketplace.  Please see below for a discussion of the factors affecting the Group’s revenue.  

Cost of revenue includes expenses associated with operating of the Kratos™ platform. These expenses include operational costs of supporting the Kratos™ platform, cloud management service fees and bandwidth costs. Cost of revenue also includes the costs of goods purchased in the “Trade Marketplace” sub-module of the Kratos™ platform.

Our cost of revenue for operating the Kratos™ platform decreased by $1.5 million, or 33.4%, to $2.9 million for the fiscal year ended February 28, 2022 compared to $4.4 million for the fiscal year ended February 28, 2021. This decrease was primarily due to reduced IT and related expenses to support the Kratos™ platform. As a percentage of platform fees, our cost of revenue for delivering the Kratos™ platform was 7.6% for the fiscal year ended February 28, 2022 compared with 7.9% for the fiscal year ended February 28, 2021.

Trade marketplace costs were $18.3 million for the fiscal year ended February 28, 2022.  The Company did not have any trade marketplace costs for the fiscal year ended February 28, 2021. The trade marketplace costs represent the purchase price of goods purchased as an intermediary using the Trade Marketplace sub-module of the Kratos™ platform. As a percent of trade marketplace revenue, trade marketplace costs were 98.3%.

Marketing and Sales

Marketing and sales expenses include the engagement of consultants to support our marketing, sales and business development efforts and commission fees paid in relation to the referral of customers. The commission fees relate to an agreement with an external party to pay commission fees for every successful customer referral upon signing of the subscription agreement of 3 years. These costs are capitalized as they are directly attributable to obtaining a customer’s contract. The contract costs are amortized over the subscription period of 3 years.

Our marketing and sales expenses decreased by $2.5 million or 57.3% to $1.9 million for the fiscal year ended February 28, 2022 compared to $4.3 million for the fiscal year ended February 28, 2021. The decrease in marketing and sales expenses primarily relates to a

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reduction in consulting expenses offset in part by an increase in marketing and promotional expenditures.

General and Administrative

General and administrative expenses primarily consist of (i) staff costs (including salaries, benefits and related items), (ii) legal fees (primarily litigation related activities), (iii) management fees (which relate to staff costs, accounting and administrative support services and office space recharges from the intermediate holding company), (iv) professional fees (including fees for lawyers and auditors), (v) consultancy fees, (vi) director and committee fees, (vii) insurance, (viii) traveling expenses, (ix) IT expenses and (x) depreciation of right-of-use assets.  

Our general and administrative expenses increased by $16.8 million, or 116.6%, to $31.2 million for the fiscal year ended February 28, 2022 compared to $14.4 million for the fiscal year ended February 28, 2021. IB Holdings contributed $1.5 million of general and administrative expenses for the fiscal year ended February 28, 2022.  Please read below for a discussion of the factors affecting the Group’s general and administrative expenses.

• Staff costs increased by $5.4 million to $10.6 million for the fiscal year ended February 28, 2022 compared to $5.2 million for the fiscal year ended February 28, 2021.  The increase was primarily due to additional staff hires to support the Group’s growth along with reporting and compliance activities associated with being a public company. Personnel related to staff costs previously included in management fee (see below) for the fiscal year ended February 28, 2021 are included in staff costs for the fiscal year ended February 28, 2022.

• Legal fees increased by $4.7 million to $9.9 million for the fiscal year ended February 28, 2022 compared to $5.3 million for the fiscal year ended February 28, 2021.  The increase was primarily due to litigation costs relating to the internal independent investigation conducted by the Audit Committee of the Board of Directors during the period (the “independent investigation”) and the class action lawsuit.

• Professional fees decreased by $0.2 million to $0.8 million for the fiscal year ended February 28, 2022 compared to $1.0 million for the fiscal year ended February 28, 2021.

• Management fees for the fiscal year ended February 28, 2022 were zero compared to $1.7 million for the fiscal year ended February 28, 2021.  Management fees relate to staff costs, accounting and administrative support services and office space recharges from related companies. The key management personnel were transferred to Triterras subsequent to the Business Combination.

• Consultancy fees increased $2.1 million to $2.8 million for the fiscal year ended February 28, 2022 compared to $0.8 million for the fiscal year ended February 28, 2021.  The increase was primarily related to costs associated with, the internal independent investigation, advisory and compliance support to address procedures and processes applicable to public companies.

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• Director and committee fees were $1.5 million for the fiscal year ended February 28, 2022 compared to zero for the fiscal year ended February 28, 2021.

• Insurance was $3.9 million for the fiscal year ended February 28, 2022 compared to zero for the fiscal year ended February 28, 2021.

• Depreciation of property, plant and equipment increased $458,129 to $605,424 for the fiscal year ended February 28, 2022 compared to $147,295 for the fiscal year ended February 28, 2021. The increase was primarily related to an increase from right-of-use assets and fixtures and fittings.

The increase in general and administrative expenses are primarily attributable to activities associated with operating as a public company (including implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies) and on-going general corporate, regulatory and legal compliance requirements.  General and Administrative expenses for the fiscal year ended February 28, 2022 also included one-time expenses for the retention of external advisors in connection with the independent investigation, and the class action lawsuit to which we are a party.  The Company will continue to incur additional expenses as it takes steps to relist its securities on a public exchange.

On October 28, 2021, the Company issued a press release announcing the completion of the independent investigation where the Company’s Audit Committee concluded that the allegations contained in the short report lack either factual support or material basis.

On December 21, 2020, a class action complaint (under the caption Ferraiori v. Triterras, Inc., et al., Case No. 7:20-cv-10795) was filed in the United States District Court of the Southern District of New York (the “Court”) against the Company, Mr. Srinivas Koneru and Mr. Marat Rosenberg for alleged violations of U.S. federal securities laws. On July 1, 2021, an amended class action complaint was filed (under the caption Erlandson and Norris v. Triterras, Inc., et al., Case No. 7:20-cv-10795-CS) against the Company, Mr. Srinivas Koneru, Mr. Marat Rosenberg, Netfin, Fintech, MVR Netfin LLC, Mr. Richard Maurer, Mr. Vadim Komissarov, Mr. Gerald Pascale, Mr. James H. Groh, Sr., Mr. Alvin Tan, Mr. John A. Galani, Mr. Matthew Richards, Ms. Vanessa Slowey and Mr. Kenneth Stratton. The amended class action complaint is based on alleged undisclosed facts and misrepresentations made by the above-named defendants from June 29, 2020 to January 14, 2021.

On April 27, 2022, the Company and other parties in the class action entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”).  The Settlement Agreement was preliminarily approved by the Court on May 20, 2022. Pursuant to the terms of the Settlement Agreement, the Company has paid $9 million, of which we currently expect to receive recoveries from our insurers of $4.25 million, although there can be no assurance that we will in fact receive a contribution from our insurers in this or any amount. See “Financial Information — Consolidated Statements and Other Financial Information — Legal Proceedings” for a further discussion of this matter.

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Impairments

Receivables

Impairment loss on trade and loan receivable consists primarily of impairments of past due trade receivables for services provided by the Kratos™ platform, which are invoiced to users on a monthly basis and are payable in 120 days. We recognized an impairment loss on trade receivables of $6.8 million for the fiscal year ended February 28, 2022, based on our expected credit losses on $53.2 million in total gross carrying amount of trade receivables as of February 28, 2022. Of the total gross carrying amount of trade receivables, $31.4 million, or 59% were past due as of February 28, 2022. We recognized an impairment loss on trade receivables of $3.9 million for the fiscal year ended February 28, 2021, based on our expected credit losses on $27.0 million in total gross carrying amount of trade receivables as of February 28, 2021.

Contract Costs

The Company entered into an agreement with an external party to pay commission fees for every successful customer referral upon signing with the customer a 3-year subscription agreement that incorporates a condition to achieve an agreed target volume. These costs were capitalised as they are directly attributable to obtaining a customer’s contract which the Company expects to recover through referrals made by the external party.  The contract costs are amortized over the subscription period of 3 years.  The Company has concluded that certain customers referred by the external party will not meet the target volume anticipated in the subscription agreement.  As a result, the Company has recorded an impairment charge of $1.5 million.

Other Income

We had other income of $63,489 and $113,000 for the fiscal years ended February 28, 2022 and February 28, 2021, respectively, which was primarily related to referral fee received under a strategic partnership agreement. In prior year, other income relates to an award received in connection with the development of the Kratos™ platform.

Change in fair value of warrant liabilities

Outstanding warrant liabilities are remeasured to an updated fair value at each reporting period with changes in fair value recorded to “warrant liabilities” in the consolidated statement of financial position and to “change in fair value of warrant liabilities” in the consolidated statement of comprehensive income. See “Note 17 – Warrant Liabilities” in the notes to our consolidated financial statements included in this Annual Report for a description how the fair value of warrants are determined.  We expect to incur incremental income (expense) for the fair value adjustments until warrants are either exercised or expire. As of February 28, 2022 and February 28, 2021 the fair value adjustment resulted in $40.8 million and $26.1 million of income, respectively.

Triterras Public Warrants and Private Warrants were valued using Level 1 and Level 2 Inputs as of February 28, 2022 and February 28, 2021, respectively.  As a result of the delisting of the Company’s securities by Nasdaq, valuations of the Triterras Warrants, after the date of the delisting, will be valued using Level 3 inputs until such time that there is an observable market quote for the Triterras Warrants.

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Net Finance Cost

Finance costs consist of interest expenses on borrowings and bank charges. As of the fiscal year ended February 28, 2022, we did not have any long-term indebtedness. Finance income consists of foreign exchange gains. Our net finance cost increased by $542,591 to $625,070 for the fiscal year ended February 28, 2022 compared to $82,479 for the fiscal year ended February 28, 2021.  The increase in net finance costs was primarily due to an increase in interest expense of $342,473 and an increase in foreign exchange loss, net of $123,983.

Income Tax Expense

Our income tax expense for the fiscal year ended February 28, 2022 was $1.1 million for an effective tax rate of 3.5%, % compared to 12.3% in prior year. The lower effective tax rate was primarily due to utilisation of capital allowance attributable to intangible assets acquired during the year and lower corporate tax rate from UAE operations.

Our income tax expense for the fiscal year ended February 28, 2021 was $6.3 million for an effective tax rate of 12.3%, which is lower than the statutory tax rate of 17% in Singapore. The lower effective tax rate was primarily the result of utilisation of capital allowance attributable to intangible assets acquired during the year.

Comparison of Fiscal Years ended February 28, 2021 and February 29, 2020

Revenue

The table below set forth details of our revenue for the fiscal years indicated.

	Year ended February 28, 2021		Year ended February 29 2020		% increase
Platform fees	$	55,442,807	$	16,889,720		228.3	%
License fees		30,918		8,458		265.5	%
Total revenue	$	55,473,725	$	16,898,178		228.3	%

Our revenue increased by $38.6 million, or 228.3%, to $55.5 million for the fiscal year ended February 28, 2021 compared to $16.9 million for the fiscal year ended February 29, 2020. Please read below for a discussion of the factors affecting the Group’s revenue.

Platform fees increased by $38.6 million, or 228.3%, to $55.4 million for the fiscal year ended February 28, 2021 compared to $16.9 million for the fiscal year ended February 29, 2020.  The increase in revenue was primarily due to a $6.2 billion, or 163.1%, increase in Total Transaction Volume, which was primarily due to increased trading volume on the Kratos™ platform. This increase in revenue was due to the increase in Average Transaction Fee to 0.55% for the fiscal year ended February 28, 2021 as compared 0.44% for the fiscal year ended February 29, 2020. The Average Transaction Fee increase was primarily due to an increase in Total Transaction Volume along with an increase in the Financing Ratio to 34.1% for the fiscal year ended February 28, 2021 compared to 5.1% for the fiscal year ended February 29, 2020.

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Of the revenue we generated for the fiscal years ended February 28, 2021, and February 29, 2020, $5.2 million, or 9.3%, and $4.5 million, or 26.7%, respectively, were attributable to services provided to related parties, namely Antanium Resources (previously known as Rhodium) and its subsidiaries. Since the fourth quarter of the fiscal year ended February 28, 2021, there have been no further transactions entered into on the Kratos™ platform by Rhodium and there are no due/to from balances with Rhodium.

Costs and Expenses

Cost of revenue

Cost of revenue consists primarily of expenses associated with operating the Kratos™ platform and services. These include expenses related to operational expenses of supporting the Kratos™ platform, cloud management service fees and bandwidth costs. Our cost of revenue increased by $4.2 million, or 3,762.5%, to $4.4 million for the fiscal year ended February 28, 2021 compared to $0.1 million for the fiscal year ended February 29, 2020. This increase was primarily due to the increase in IT staffing and related expenses to support our increase in business volume. As a percentage of revenue, our cost of revenue was 7.9% for the fiscal year ended February 28, 2021 compared with 0.7% for the fiscal year ended February 29, 2020.  The primary driver of the increase in cost of revenue as a percentage of revenue for the fiscal year ended February 28, 2021, was related to the cost to operate the Kratos™ platform.

Marketing and sales expenses include the engagement of consultants to support our marketing, sales and business development efforts and commission fees paid in relation to the referral of customers. The commission fees relate to an agreement with an external party to pay commission fees for every successful customer referral upon signing of the subscription agreement of 3 years. These costs are capitalized as they are directly attributable to obtaining a customer’s contract. The contract costs are amortized over the subscription period of 3 years.  Our marketing and sales expenses for the year ended February 28, 2021 were $4.3 million compared to $21,241 for the fiscal year ended February 29, 2020.  Marketing and sales cost during the period were primarily related to $3.0 million in consulting expenses and $1.2 million from the amortization of contract costs.

General and Administrative

General and administrative expenses primarily consist of (i) staff costs (including salaries, benefits and related items), (ii) legal fees (primarily litigation related activities), (iii) management fees (which relate to staff costs, accounting and administrative support services and office space recharges from the intermediate holding company), (iv) professional fees (including fees for lawyers and auditors), (v) consultancy fees, and (vi) depreciation of right-of-use assets.  

Our general and administrative expenses increased by $13.0 million, or 929.9%, to $14.4 million for the fiscal year ended February 28, 2021 compared to $1.4 million for the fiscal year ended February 29, 2020.  Please read below for a discussion of the factors affecting the Group’s general and administrative expenses.

• Staff costs increased by $4.9 million to $5.2 million for the fiscal year ended February 28, 2021 compared to $325,598 for the fiscal year ended February 29,

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2020.  The increase was primarily due to additional staff hires to support the growth of the Group.

• Legal fees increased by $5.2 million to $5.3 million for the fiscal year ended February 28, 2021 compared to $36,032 for the fiscal year ended February 29, 2020.  The increase was primarily related to litigation costs and the class action lawsuit.

• Professional fees increased by $0.9 million to $1.0 million for the fiscal year ended February 28, 2021 compared to $86,693 for the fiscal year ended February 29, 2020.  The increase was primarily due to compliance related activities.

• Management fees increased by $806,830 to $1.7 million for the fiscal year ended February 28, 2021 compared to $915,000 for the fiscal year ended February 29, 2020.  Management fees relate to staff costs, accounting and administrative support services and office space recharges from related companies.  The key management personnel have been transferred to Triterras subsequent to the Business Combination.

• Consultancy fees increased $702,814 to $771,314 for the fiscal year ended February 28, 2021 compared to $68,500 for the fiscal year ended February 29, 2020.  The increase was primarily related to investor relations, general business, litigation and compliance support.

• Depreciation of property, plant and equipment was $147,295 for the fiscal year ended February 28, 2021 compared to zero for the fiscal year ended February 29, 2020. We did not lease any office premises during the fiscal year ended February 29, 2020.

Impairments

Trade Receivables

Impairment loss on trade receivables consists of impairments of past due receivables for services provided by the Kratos™ platform, which are invoiced to users on a monthly basis and are payable in 90 days. We recognized an impairment loss on trade receivables of $3.9 million for the fiscal year ended February 28, 2021, based on our expected credit losses on $27.0 million in total gross carrying amount of trade receivables as of February 28, 2021. Of the total gross carrying amount of trade receivables, $13.2 million, or 49.1% were past due as of February 28, 2021. We recognized an impairment loss on trade receivables of $183,232 for the fiscal year ended February 29, 2020, based on our expected credit losses on $13.5 million in total gross carrying amount of trade receivables as of February 29, 2020.

Intangible Assets

Due to the nature of the business of Triterras as a fintech platform, the Group's intangible assets consist mainly of software and related IP.  The characteristic of platform software is its fast evolution partly in response to an ultra-competitive market competition where service level enhancement and minimization of platform performance latency is paramount.  This implies that fast prototyping and time to market is imperative, and a concomitant side effect is that impairment tests are an integral part of the software application development life cycle as part of a normal course of business. 

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At each reporting period the Group is required to assess whether or not the carrying value of its intangible assets are in excess of their fair value.  If the carrying value of intangible assets is in excess of their fair value, an impairment charge is taken to reduce the carrying value to equal its fair value.  The determination of fair value requires the use of estimates and judgments.  Fair value is determined by applying a discounted cash flows model (“DCF”) to determine the value in use or the net realizable value.  Inputs to a DCF model include estimates of the performance of the business over a period of time and a discount rate. The discount rate used reflects a weighted average cost of capital for a representative peer group of financial technology companies. In developing the DCF, the Group considered the adverse effect from the short report, the impact of the delisting of our securities and the class action lawsuit along with global and industry specific economic factors impacting the financial technology marketplace. In particular, the Group considered the applicable software generation and requirements for migration to new architectures.  Based on this assessment, we have determined that the carrying value of our intangible assets on the Consolidated Statement of Financial Position as of February 28, 2021 is in excess of their fair value.  As a result, the Group has recorded an impairment charge of $1.9 million for the fiscal year ended February 28, 2021.

Contract Costs

The Group entered into an agreement with an external party to pay commission fees for every successful customer referral upon signing with the customer a 3-year subscription agreement that incorporates a condition to achieve an agreed target volume. These costs were capitalised as they are directly attributable to obtaining a customer’s contract which the Group expects to recover through referrals made by the external party.  The contract costs are amortized over the subscription period of 3 years.  The Group has concluded that certain customers referred by the external party will not meet the target volume anticipated in the subscription agreement.  As a result, the Group has recorded an impairment charge of $1.1 million.

Other Income

We had other income of $113,000, which was primarily related to recognition in the period of an award received in connection with the development of the Kratos™ platform in the fiscal year ended February 28, 2021. We had no other income for the fiscal year ended February 29, 2020.

Change in fair value of warrant liabilities

Outstanding warrant liabilities are remeasured to an updated fair value at each reporting period with changes in fair value recorded to “warrant liabilities” in the consolidated statement of financial position and to “change in fair value of warrant liabilities” in the consolidated statement of comprehensive income. See “Note 17 – Warrant Liabilities” in the notes to our consolidated financial statements included in this Annual Report for a description how the fair value of warrants are determined.  We expect to incur incremental income (expense) for the fair value adjustments until warrants are either exercised or expire. At February 28, 2021 the fair value adjustment resulted in $26.1 million of income.

Triterras Public Warrants and Private Warrants as of February 28, 2021 were valued using Level 1 and Level 3 Inputs, respectively.

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Net Finance Cost

Finance costs consist of interest expenses on borrowings and bank charges. As of the fiscal year ended February 28, 2021, we did not have any long-term indebtedness. Finance income consists of foreign exchange gains. Our net finance cost increased by $81,004 to $82,479 for the fiscal year ended February 28, 2021 compared to $1,475 for the fiscal year ended February 29, 2020.  The increase was primarily due to a $75,506 increase in interest expense and a $40,036 foreign exchange loss, which was partially offset by a $47,802 increase in interest income.

Income Tax Expense

Our income tax expense for the fiscal year ended February 28, 2021 was $6.3 million for an effective tax rate of 12.3%, which is lower than the statutory tax rate of 17% in Singapore. The lower effective tax rate was primarily the result of utilisation of capital allowance attributable to intangible assets acquired during the year.

Our income tax expense for the fiscal year ended February 29, 2020 was $1.6 million for an effective tax rate of 10.5%, which was lower than the statutory tax rate of 17% in Singapore. The lower effective tax rate was primarily due to the impact of unutilized tax losses carried forward from the prior period and tax losses available to be utilized from our related parties.

Non-IFRS Financial Measures

We use certain measures derived from financial data but not presented in our financial statements prepared in accordance with IFRS, which include primarily EBITDA*. Non-IFRS financial measures in this Annual Report are indicated by “*”. We calculate EBITDA* by adding net finance costs, income tax expense, depreciation, amortisation of intangible assets, amortisation of contract costs, change in fair value of warrant liabilities and unrealised gain on other investments to our profit for the year. Adjusted EBITDA* is not a measurement of financial performance or liquidity under IFRS and should not be considered as an alternative to profit for the period, operating income or any other performance measures derived in accordance with IFRS or an alternative to cash flows from operating activities as a measure of liquidity. Our presentation of Adjusted EBITDA* may not be comparable to similarly titled measures presented by other companies. We use Adjusted EBITDA* and related measures to facilitate company-to-company and period-to-period comparisons and reflect our core performance, because it excludes the effects of income tax expense, net finance costs, depreciation and amortisation. Our management also believes that Adjusted EBITDA* and related measures are used by investors, analysts and other interested parties as measures of financial performance.

Adjusted EBITDA* is reconciled to profit for the year, its most closely comparable IFRS measure, in the tables below:

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	Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
Profit for the year	$	33,423,529		$	45,252,712		$	13,580,791
Depreciation		198,745			31,364			1,284
Amortisation of intangible assets		1,663,284			141,644			9,172
Amortisation of contract costs		1,277,110			1,153,831			—
Net finance costs		625,070			82,479			1,475
Change in fair value of warrant liabilities		(40,772,657	)		(26,111,685	)		—
Unrealised gain on investment in Trade Credit Partners		(142,783	)		—			—
Income tax expense		1,138,561			6,348,444			1,592,549
EBITDA*	$	(2,589,141	)	$	26,898,789		$	15,185,271
Exceptional items - one-off		10,261,306			5,277,254			—
Adjusted EBITDA*	$	7,672,165		$	32,176,043		$	15,185,271

Our Adjusted EBITDA* decreased by $24.5 million, or 76.2%, to $7.7 million for the fiscal year ended February 28, 2022 compared to $32.2 million for the fiscal year ended February 28, 2021.  The decrease in Adjusted EBITDA* was primarily due to an increase in general and administrative expenses and a decrease in platform fees as described above.

Our Adjusted EBITDA* increased by $17.0 million, or 111.9%, to $32.2 million for the fiscal year ended February 28, 2021 compared to $15.2 million for the fiscal year ended February 29, 2020.  The increase was primarily due to increased volume on the Kratos™ platform.  

B. Liquidity and capital resources

We monitor our liquidity risk and maintain a level of cash and cash equivalents, deemed adequate by management to finance our operations and to mitigate the effects of fluctuations in cash flows. We consider cash from operating activities as the principal source of cash generation for our businesses. As of the date of this filling, we believe that our cash from operations is sufficient to fund ongoing operations, including development costs for the Kratos™ platform, and other capital expenditure for at least the next 12 months.

As of February 28, 2022, we had cash and cash equivalents of $68.8 million. The Group’s cash balances are substantially held in U.S. Dollars.  As of February 28, 2022, our “trade receivables” were $44.3 million. Trade receivables are generally payable an average of 120 days following invoice generation.  As of February 28, 2022, 59% of gross trade receivables are past due. As of the date of this Annual Report, 8% of the outstanding trade receivables as of February 28, 2022 have been collected.  During the fiscal year ended February 28, 2022, the Group recorded an additional impairment loss on trade receivables of $6.8 million. We have had, and continue to experience, delays in collection of receivables which is in large part due to liquidity issues faced by our customers because of impacts from the COVID-19 pandemic.

As noted above, effective March 24, 2022, Nasdaq delisted the Company’s Ordinary Shares and Triterras Warrants. The delisting of the Ordinary Shares and Triterras Warrants will

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likely affect the liquidity of such securities and could inhibit or restrict our ability to raise additional financing, among other things.

Although the Company will pursue the relisting of the Ordinary Shares and the Triterras Warrants on Nasdaq as soon as practicable through the normal application process, there can be no assurance that the Company’s securities will be re-listed on Nasdaq or that a future market for the Company’s securities will develop. The delisting of the Company’s securities by Nasdaq may negatively influence a current or potential customer's decision to use the Kratos™ platform which could have a negative impact on the Company’s operating cash flows.  

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Cash Flows

The following table sets forth our cash flows for the fiscal years presented:

	Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
Cash generated (used in)/from operating    activities	$	(28,633,757	)	$	24,241,189		$	287,669
Cash used in investing activities		(36,357,967	)		(9,375,690	)		(115,149	)
Cash generated (used in)/from financing    activities		(35,911,423	)		154,681,407			(10,000	)
Net (decrease)/increase in cash and equivalents		(100,903,147	)		169,546,906			162,520
Cash and equivalents at beginning of    year		134,025,561			165,298			2,778
Restricted cash at beginning of the year		35,686,643			(35,686,643	)		—
Cash and equivalents at end of year	$	68,809,057		$	134,025,561		$	165,298

Operating Activities

Net cash provided by operating activities consists primarily of net income adjusted for noncash items, changes in working capital and income tax expense. The timing between the conversion of our trade receivables into cash from our customers and distributions to our employees and vendors are the primary drivers of changes to our working capital.

Net cash from operating activities changed by $52.9 million to $28.6 million of cash used for the fiscal year ended February 28, 2022, compared to $24.2 million of cash generated for the fiscal year ended February 28, 2021. The increase in net cash used in operating activities is primarily due to a $27.9 million decrease in net income after adjusting for non-cash items, a $12.5 million change in trade receivables (please see the discussion above regarding the impact trade receivables have on our operating cash flows), a change in income taxes paid of $6.6 million, and a change in loan receivables of $4.5 million, offset in part by a $5.4 million change in contract costs paid related to prepaid customer referral commissions.

Net cash from operating activities increased by $23.9 million to $24.2 million for the fiscal year ended February 28, 2021, compared to $0.3 million for the fiscal year ended February 29, 2020. The increase in net cash provided by operating activities is primarily due to a $18.6 million increase in net income after adjusting for non-cash items, a $9.4 million change in other payables primarily related to increases in accruals and provisions and a $3.2 million change in other current assets primarily related to prepaid insurance, offset in part by a $5.4 million change in contract costs paid related to prepaid customer referral commissions and a $1.7 million change in trade receivables (please see the discussion above regarding the impact trade receivables have on our operating cash flows).  

Investing Activities

Net cash used in investing activities is related to development of our Kratos™ platform, business acquisitions and acquisitions of plant and equipment

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Net cash used in investing activities increased by $27.0 million to $36.4 million for the fiscal year ended February 28, 2022, compared to $9.4 million for the fiscal year ended February 28, 2021. The increase in net cash used in investing activities is primarily related to the purchase of $25 million in shares of Trade Credit Partners Ltd. and the acquisition of IB Holdings, net of cash acquired of $3.8 million.  The amount of the acquisition date fair value of the purchase consideration transferred for the acquisition of IB Holdings includes contingent consideration of $2.0 million related to additional cash payments that may be made to IB Holdings in the event certain milestones, discussed above, are achieved.

Net cash used in investing activities increased by $9.3 million to $9.4 million for the fiscal year ended February 28, 2021, compared to $0.1 million for the fiscal year ended February 29, 2020. The increase in net cash used in investing activities is primarily related to the development of the Kratos™ platform.

Financing Activities

Net cash used in financing activities changed by $190.6 million to $35.9 million of cash used for the fiscal year ended February 28, 2022, compared to $154.7 million of cash generated for the fiscal year ended February 28, 2021. The cash used in financing activities for the fiscal year ended February 28, 2022 is primarily related to the Company’s share buyback program that completed on April 20, 2021.  The Company spent a total of $49.9 million repurchasing 6,671,788 of its Ordinary Shares and incurring commission fees of $133,000 in connection therewith, compared to cash generated from financing activities for the fiscal year ended February 28, 2021 primarily related to proceeds from capitalisation of Netfin shares (net of redemptions and issuance costs of $99.2 million) and warrants assumed of $69.9 million. This increase was primarily offset by the purchase of shares of the Company’s Ordinary Shares through the Company’s share buyback program of $14.3 million.  

Net cash provided by financing activities increased by $154.7 million for the fiscal year ended February 28, 2021, which was primarily related to proceeds from capitalisation of Netfin shares, net of redemptions and issuance costs of $99.2 million and warrants assumed of $69.9 million. This increase was primarily offset by the purchase of shares of the Company’s Ordinary Shares through the Company’s share buyback program of $14.3 million.  (On April 20, 2021, the Company completed its share buyback program, having spent a total of $49.9 million repurchasing 6,671,788 of its ordinary shares and incurring commission fees of $133,000.)  Cash used by financing activities of $5.0 million for the fiscal year ended February 29, 2020 relate to proceeds from a loan entered into during the fiscal year ended February 28, 2019 that was subsequently paid off from the proceeds of the issuance of ordinary shares.

The delisting of the Company’s Ordinary Shares and Triterras Warrants by Nasdaq may negatively impact the Company’s future ability to raise funds in capital markets.

Capital Expenditures

We expect that for the year ending February 28, 2023, we will spend approximately $5 million for the development of the Kratos™ platform and expansion of our operations, most of which will be funded from cash and cash equivalents.

While we have no other capital expenditures planned for the fiscal year ending February 28, 2023, we are an opportunistic organization and any opportunities that arise for accretive

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acquisitions of existing offline businesses in the trading ecosystem, whose customer base could increase the growth of Kratos™, or certain technology offerings may be considered.

Contractual Obligations

The following table sets forth certain information about our contractual obligations as of February 28, 2022:

	Total		Within 1 year		Within 1 to 5 years		More than 5 years
2022
Lease payments	$	1,538,808	$	344,781	$	1,194,027	$	-

See “Item 4 - Information On The Company — Part D - Property, Plants and Equipment” for a discussion of the Company’s real estate leases.

Off Balance Sheet Arrangements

None.

C. Research and Development, Patents and Licenses, etc.

For the periods presented, expenditure on research activities are recognised in profit or loss as incurred.  Development expenditures are capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable from license and platform fee charges to platform users and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditures are measured at cost less accumulated amortisation and any accumulated impairment losses.  Capitalised development expenditures are measured at cost less accumulated amortisation and accumulated impairment losses.

Research and Development

We have built our Kratos™ platform in-house. We employ and have outsourced research and development personnel to enhance the Kratos™ platform and develop new modules for the Kratos™ platform. As of February 28, 2022, we had 3 employees and 26 contractors involved in research and development activities.

For the fiscal year ended February 28, 2022, February 28, 2021 and February 29, 2020 we spent $8.7 million ($7.3 million of which was capitalized), $9.9 million ($9.7 million of which was capitalised) and $309,000 ($300,000 of which was capitalised), respectively.

Intellectual Property

“Kratos™” is a registered trademark in Singapore.

D. Trend Information

Other than as disclosed in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the current fiscal year that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital

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reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

E. Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB, as such, we are not required to disclose our critical accounting estimates.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and Executive Management

The directors and Executive Management information below is as of the filing date of this Annual Report.

1.Board of Directors and Executive Management

Name	Age (as of February 28 2022)		Position
Srinivas Koneru		62	Director, Executive Chairman and Chief Executive Officer
Alvin Tan		50	Director and Chief Financial Officer
Adrian Kow Tuck    Hoong		55	Independent Director
Richard M.    Maurer		74	Director
Yong-Moon Kim		60	Independent Director
Lilian Koh Nee    Noi		59	Independent Director
Jayapal    Ramasamy		65	Independent Director
Kenneth Stratton		66	Independent Director
James H. Groh, Sr.		69	EVP, Investor Relations
Ashish Srivastava		40	Chief Commercial Officer
Sri Vasireddy		50	Chief Technology Officer

As of the date of this Annual Report, our board of directors consists of eight directors, Srinivas Koneru, Alvin Tan, Richard M. Maurer, Kenneth Stratton, Adrian Kow Tuck Hoong, Jayapal Ramasamy, Yong-Moon Kim and Lilian Koh Nee Noi.

Set forth below are the biographies of each of our current directors and Executive Management:

Srinivas Koneru is the Executive Chairman of the board of directors and the Chief Executive Officer of Triterras, Inc. and has served in such capacities since the completion of the Business Combination in November 2020. Mr. Koneru established the operating entity, Fintech, in 2018 and has served as a director of Fintech since its formation. Mr. Koneru has over 35 years of professional experience focused on technology and manufacturing. Prior to founding Fintech and developing the Kratos™ platform, Mr. Koneru invested to co-found Antanium Resources Pte Ltd in 2012, and has subsequently been a member of the board of directors and risk committee of Antanium Resources Pte Ltd and board of directors of Antanium Global Pte Ltd and Antanium Holdings Pte. Ltd. Prior to investing in Antanium Resources Pte. Ltd., Mr. Koneru exited Exxova Inc., an IT development and services company, in 2010. He grew revenues in this business from zero to over $80 million. Prior to this, Mr. Koneru was a partner and Chief Executive Officer of Lanco Global Systems, Inc., where he

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successfully turned around three underperforming IT companies. Before Lanco, Mr. Koneru worked for a large systems integrator at GE Power Systems in the United States, leading a team of over 200 consultants to provide business intelligence solutions worldwide. Prior to this, Mr. Koneru assisted his family businesses. Mr. Koneru holds a degree in Mechanical Engineering from BMS College of Engineering, Bangalore, India.

Alvin Tan has served on our board of directors and as our Chief Financial Officer since November 10, 2020. Mr. Tan has over 20 years of financial experience in several leading commodity trading firms. Mr. Tan spent 15 years at Cargill, under Cargill Trade & Structured Finance Pte Ltd and Cargill Asia Pacific Treasury Ltd from August 1998 to January 2012. Prior to joining Fintech, Mr. Tan worked at Golden Agri Resources, Musim Mas Holdings and Rhodium Resources from February 2012 to November 2020. Mr. Tan has a proven track record in enhancing shareholder value by increasing profits and cash flows through improving effectiveness and efficiency of various financial and management functions Mr. Tan also has strong business acumen and skills in leadership, financial management, and analytics. He brings with him a wealth of experience in system implementations, transfer pricing, business process improvements, and cost controls. He has proven resourcefulness and problem-solving abilities across different scenarios and jurisdictions. Mr. Tan is a Certified Public Accountant and holds a degree in Accounting and Finance from Curtin University of Technology.

Adrian Kow Tuck Hoong was appointed to our board of directors on January 29, 2021. He brings to Triterras more than 30 years of experience and leadership in financial planning and reporting, strategic and corporate finance, and risk management. Throughout his career, he has held senior leadership positions with leading global companies, including being the Group Chief Financial Officer of Boardroom Limited,  a corporate and advisory services company,  from August 2015 to July 2020, Lagardère Sports,  a sports marketing agency, from October 2007 to July 2015,Star Sports (formerly ESPN Star Sports), a group of Indian multinational cricket centric pay television sports channels owned by Star India, a subsidiary of The Walt Disney Company India, from November 2005 to September 2007 and Nortel Networks Corporation, a former Canadian multinational telecommunications and data networking equipment manufacturer from September 1997 to December 2004. Mr. Kow earned a Bachelor of Commerce (B. Comm) degree with an emphasis in Accounting and Economics from the University of Melbourne. He is a member of both the Institute of Singapore Chartered Accountants (ISCA) and CPA Australia. He is also a Chartered Financial Analyst (CFA).

Richard M. Maurer has served on our board of directors since November 10, 2020 and served as Netfin Acquisition Corp.’s Chief Executive Officer from April 2019 until its Business Combination with Triterras in November 2020. For more than 40 years, Mr. Maurer has been actively involved in private equity, corporate governance and corporate executive, financial and operational management. Since January 2012, Mr. Maurer has been actively seeking and making private equity investments for his own account in Asia and South East Asia, including India, Malaysia, Singapore and Hong Kong. During November 2016, Mr. Maurer founded Longview Resources Group, a Hong Kong based and headquartered international commodity trading group. Since Longview’s founding, it has acquired and merged with three international commodity trading companies in Hong Kong, Singapore and Malaysia) and formed three additional commodity trading companies (in the United States, United Kingdom and Australia). Mr. Maurer divested Longview in October 2021 and concurrently resigned as a director and officer of each of the companies within the Longview group. Mr. Maurer was a Certified Public Accountant with Price Waterhouse & Co. and earned a BS degree in Business Management

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from Point Park University and an MBA degree from The Joseph M. Katz Graduate School of Business at The University of Pittsburgh.

Yong-Moon Kim has served on our board of directors since April 28, 2021. He was a founder of the first Korean robo-advisor PKI, which was selected for the Korean government’s fintech “sandbox.” He also served as an advisor to Smartforecast, a Korean machine-learning fintech startup focusing on AI-driven portfolio management from February 2017 to March 2019 and Tenspace, an AI-driven credit rating fintech startup from February 2020 to present. Mr. Kim’s investment and capital markets experience includes serving as Managing Director and Head of Global Equities at Credit Suisse Asset Management from July 2007 to February 2009, where he led a team of portfolio managers in Zurich, London, New York, Tokyo, and Singapore. His many accomplishments at Credit Suisse include creating joint ventures with ICBC in China and Woori Financial Group in Korea, building a fund distribution channel in Japan, and rebuilding Credit Suisse’s private client practice in the UAE. Prior to Credit Suisse, Mr. Kim served as the inaugural Head of Mirae Asset Global Investments, a financial services group headquartered in Seoul, South Korea from April 2004 to May 2007. Mr. Kim holds a BA in East Asian Studies from McGill University. Mr. Kim also holds an MBA from the University of Chicago Booth School of Business with a major in international finance and accounting. He is licensed by the Hong Kong Securities and Futures Commission as a Responsible Officer for Type 4 (advising on securities) and Type 9 (asset management) regulated activities.

Lilian Koh Nee Noi has served on our board of directors since April 28, 2021 and brings to Triterras 30 years of experience in information technology, including nearly a decade of working on large-scale computerization projects for the Singapore government. She has served as the founding Chairman and Chief Executive Officer of iAPPS Pte Ltd., a financial technology company specializing in mobile app development and marketing, since 2012. Ms. Koh Nee Noi is also a senior member of the Singapore Computer Society since December, 2002. Ms. Koh Nee Noi founded Network Integration Systems & iCommerce (NIS Group) an internet centric b2b2c electronic commerce company that successfully developed one of the world’s first Electronic Data Interchanges (EDI) over the internet, developed Singapore’s first internet commerce management system in 1995, and received the SingaporeONE Pioneer Award in 1997 for the first B2B2C supermarket e-commerce system for Cold Storage. She co-developed curriculum and lectured for National University of Singapore’s Institute of Logistics’ RFID Master Class programme from 2004 to 2006 and launched the RFID/Internet of Things Summit with Thailand’s Ministry of Information and Communication in 2006. She served as a judge for Singapore’s inaugural e-Government Excellence Awards in 2013, which was jointly organized by Singapore’s Ministry of Finance and Infocomm Development Authority of Singapore. Ms. Koh Nee Noi was recognized by The Singapore Women’s Weekly magazine as one of the ‘Great Women of Our Time 2015’ for her career achievements and contributions in science and technology.  

Jayapal Ramasamy has served on our board of directors since April 28, 2021 and he brings significant international tax, accounting, and finance experience to Triterras’ Board. Mr. Jayapal is a Fellow of the Association of Chartered Certified Accountants UK (FCCA), the Fellow Institute of Singapore Chartered Accountants (FCA) and Fellow of CPA Australia (FCPA). Mr. Jayapal has served as the Deputy President of UK Accounting Group, McMillan Woods International since November 2012, and has been instrumental in developing the Asian network for McMillan Woods, particularly in India, Bangladesh, Pakistan and Sri Lanka. He has served as a director at Alliance Corporate Services Pte Ltd., a group that specializes in

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offshore company formation and offers nominee services for offshore businesses in prime offshore jurisdictions, since April 2010, Chairman of Hallmark Capital Pte Ltd., since August 2015 a company that serves the corporate finance and related needs of growing companies and Chairman of Hallmark Nominee Services Pte Ltd Singapore since June 2004. He also is a board member of ANSA India Pte Ltd since March 2010, a member of the Board of Governors of St. John International School, Malaysia since January 2011 and the Deputy Chairman of International Student Recruitment Center Pte Ltd since October 2010. He is as one of the Founder Members and Past President of the Institute of Management Consultants (IMC). Mr. Jayapal served on the boards of directors of various companies, including Savant Infocom PLC, Panel Kerr Forster, Parker Randall, Parker Randall Sdn Bhd, Parker Randall India Pvt Ltd, AEC Edu Group Pte Ltd, and Sindia Property Group Pte Ltd. He previously was a Council Member serving on the Singapore Branch at the Association of Chartered Certified Accountants (ACCA). He studied ACCA in London through Emile Woolf College of Accounting, became a member of ACCA in 1985 and a Fellow in 1990. He co-authored several books in taxation and tax management.

Kenneth Stratton has served on our board of directors since November 10, 2020. He is the CEO of Asia Pacific FI Training Pte. Ltd. in Singapore (“Asia Pacific FI Training”). Asia Pacific FI Training was established in Singapore in early 2013 with a key objective of designing and delivering sales, risk and product training across every aspect of corporate and international banking and he served in the position since March 2017 and from March 2013 to March 2015. At Asia Pacific FI Training, Mr. Stratton leveraged his experience in fintech and worked with some of the largest international banks (such as Standard Chartered Bank, DBS Bank Limited and ANZ Bank) to design and deliver training across corporate banking, including strategic sales and account management, product sales, working capital, structured trade and cash management. Prior to his current position, he served as a general manager at the Bank of Tokyo, Mitsubishi, in Singapore from April 2015 to February 2017. Mr. Stratton also served as managing director at DBS Bank Limited in Singapore from October 2010 to February 2013. While at DBS Bank Limited, his fintech solutions helped to double revenue streams from approximately SGD 700 million to approximately SGD 1.5 billion in two years. Altogether, Mr. Stratton has over 30 years of experience in the banking and supply chain finance industries, and over 20 years of experience developing fintech solutions. He holds a Diploma from Securities Institute of NSW and University of NSW, Sydney, Australia and is conversational in Japanese.

James H. Groh, Sr. has served as our Executive Vice President, Investor Relations since November 11, 2020. Mr. Groh has extensive experience in the financial and technology industry as an operating executive with both publicly traded and private companies, advisory and investment banking experience to companies seeking a listing in the U.S. capital markets and consulting experience as a workout/turnaround executive. Mr. Groh was Executive Vice President of International Imaging Materials (IIMAK), a company that develops, manufactures, and distributes printing, imaging and marking consumable supplies, from March 1986 to October 1995, including during their IPO listing on Nasdaq. Mr. Groh has also assisted over twenty companies in achieving their public listing goals in the United States as an advisor or investment banker. Mr. Groh previously held FINRA Series 7, 63 and 24 licenses. Mr. Groh’s experience in mergers and acquisitions and strategic planning resulted in his co-authorship of “The Road of Capital” published in 2014. He has served on the board of directors of International Imaging Materials Inc., Artpark, and the Canisius College Center for Entrepreneurship. Mr. Groh holds a bachelor’s degree in Engineering from Cornell University and an MBA with a concentration in Finance from the Rochester Institute of Technology.

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Ashish Srivastava served as our Senior Vice President, Technology from November 10, 2020 until March 19, 2021 and has served as our Chief Commercial Officer since March 19, 2021. Mr. Srivastava has been certified by the Blockchain Council as a certified blockchain expert, since 2018, who has over 15 years of experience in technology and innovation. Mr. Srivastava began his career in the B2B industry as a Business Consultant, managing several software application projects in enterprise software application development, RFID technologies, fintech solutions and mobile application development. Mr. Srivastava holds an MBA from the International Institute of Information Technology, Pune and a bachelor’s degree in Information Technology from Manipal Academy of Higher Education.

Sri Vasireddy has served as our Chief Technology Officer since July 1, 2021. Mr. Vasireddy also served as a consultant of the Company from January 2021 until July 1, 2021. Prior to joining Triterras, from October 2018 to October 2020, Mr. Vasireddy served as Chief Technology Officer of global services and solutions at Hitachi Vantara, a company that offers storage solutions, other hardware, software, data analytics and consultation services for many areas of information technology (IT) and businesses, where he led the Cloud and the IoT solutions as a service platform business. Mr. Vasireddy joined Hitachi through an acquisition of REAN Cloud, a business he founded in November 2019 and REAN Cloud was recognized as a leader in the niche quadrant on Cloud Services Gartner Magic Quadrant, top company of the year in Northern Virginia technology council and it won a historic $950 million DoD Cloud services contract before being acquired by Hitachi. Mr. Vasireddy was one of the first employees in the Amazon Web Services (AWS) Worldwide Public Sector team and has led key migration and modernization projects for global organizations including the USTRANSCOM sprint to cloud, an initiative that received the DoD CIO award, global investment banking, mortgage (Ditech and RADIAN), American Heart Association and helping to develop next generation cloud solutions for large software companies like SAP, Symantec, Teradata, and Veritas. Mr. Vasireddy was recognized as an expert in cloud computing and supported Obama administration Cloud First initiative in the federal government, including: advising GSA in developing the Infrastructure as a Service (IaaS) Blanket Purchase Agreement (BPA) and Chief Engineer for Net Centric Enterprise Services, a Department of Defense web services initiative. Mr. Vasireddy holds a Master’s in Computer Science from George Mason University and an MBA from Duke University. He has developed a delivery model for cloud-based solutions that democratizes access to computing and accelerates innovation. He was also the Founding Director of a non-profit, Asha-Jyothi, which provides education for underprivileged kids in India.

Family Relationships

There are no family relationships between any of our members of Executive Management and directors or director nominees.

Independence of Directors

Although our securities were delisted from Nasdaq, we continue to voluntarily adhere to the rules of Nasdaq as applicable to foreign private issuers and controlled companies, in determining whether a director is independent. Our board of directors has consulted, and will consult, with its counsel to ensure that the board of director’s determinations are consistent with Nasdaq rules and all relevant securities and other laws and regulations regarding the independence of directors. The listing standards of Nasdaq define an “independent director” as a person, other than an executive officer of a company or any other individual having a

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relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

As of February 28, 2022 and as of the date of the filing of this Annual Report, our board of directors consists of eight directors, the following five of whom qualified as independent within the meaning of the independent director guidelines of Nasdaq and applicable SEC rules as of such date: Kenneth Stratton, Adrian Kow Tuck Hoong, Jayapal Ramasamy, Yong-Moon Kim and Lilian Koh Nee Noi.

Risk Oversight

Our board of directors oversees the risk management activities designed and implemented by our management. Our board of directors executes its oversight responsibility both directly and through its committees. Our board of directors also considers specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure. Our management, including our Executive Management, are primarily responsible for managing the risks associated with the operation and business of the Company and provide appropriate updates to the board of directors and the audit committee. Our board of directors delegates to the audit committee oversight of its risk management process, and its other committees also consider risk as they perform their respective committee responsibilities. All committees will report to our board of directors as appropriate, including when a matter rises to the level of material or enterprise risk.

B. Compensation

Historically, compensation for our Executive Management has included annual cash bonuses earned for attaining short-term company and individual performance goals, as well as base salary. Each executive officer had an annual target bonus for the fiscal year ended February 28, 2022, which was paid out in whole or in part based on the performance delivered against achievement of specified goals relating to Company financial results and individual performance against set key performance indicators set at the start of each year. The exception to this compensation structure was the CEO, whose award was determined on a discretionary basis by the Board of Directors of Fintech. Annual bonus amounts earned for the fiscal year ended February 29, 2022 are included in the aggregate compensation amount disclosed below. Currently, our members of Executive Management do not receive equity-based compensation awards as part of their overall compensation package. The foregoing compensation programs were determined and administered by the board of directors of Fintech.

Fiscal Year 2022 Compensation

The aggregate compensation awarded to, earned by and paid to the current directors and Executive Management who were employed by, or otherwise performed services for, Fintech for the fiscal year ended February 28, 2022 was approximately $3,917,940.87  (using exchange rates as of February 28, 2022 of 1.3597 Singapore Dollars to one U.S. Dollar and 0.7469 British Pounds Sterling to one U.S. dollar and 3.6731 AED to one U.S. dollar). The total amount paid for pension, retirement or similar benefits to these individuals with respect to the fiscal year ended February 28, 2022 was approximately $ 38,932.72 (using the same exchange rates as mentioned above). Such remuneration was paid to the Executive Management directly by Fintech.

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Current Executive Management and Director Compensation

Our policies with respect to the compensation of our Executive Management are administered by our board of directors in consultation with its compensation committee. The compensation decisions regarding our executives will be based on the need to attract individuals with the skills necessary for the Company to achieve its business plan, to reward those individuals fairly over time, and to retain those individuals who continue to perform at or above the Company’s expectations. To that end, we believe that we have established an executive compensation program that is competitive with other similarly-situated companies in our industry. This includes establishment of base salary, cash annual bonus and long-term equity compensation awards that are, in each case, consistent with market practices and designed to incentivize, motivate and retain key employees.  The terms of cash annual bonuses and long-term equity compensation have not yet been finalized.

Equity Compensation — 2020 Long-Term Equity Incentive Plan

In connection with the Business Combination, our board of directors adopted a 2020 Long-Term Equity Incentive Plan (the “2020 Plan”) in order to facilitate the grant of cash and equity incentives to directors, employees (including Executive Management) and consultants of the Company and its affiliates and to enable the Company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success.

The purpose of the 2020 Plan is to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Equity awards and equity-linked compensatory opportunities are intended to motivate high levels of performance and align the interests of directors, employees and consultants with those of stockholders by giving directors, employees and consultants the perspective of an owner with an equity or equity-linked stake in the company and providing a means of recognizing their contributions to our success. Our board of directors believes that equity awards are necessary to remain competitive in its industry and are essential to recruiting and retaining the highly qualified employees who help us meet our goals.

The aggregate number of Ordinary Shares that will be available for issuance under the 2020 Plan up to 9% of the sum of the total number of issued and outstanding Ordinary Shares as of consummation of the Business Combination on November 10, 2020. The compensation committee may make grants of awards under the 2020 Plan to key employees, in forms and amounts to be determined by the compensation committee based on the recommendations of an independent compensation consultant. No final decisions have been made with respect to grants of equity awards under the 2020 Plan.

Employment Agreements

In connection with the closing of the Business Combination, our board of directors approved employment agreements with (i) Srinivas Koneru, our founder, Executive Chairman, Chief Executive Officer, (ii) John Galani, our former Chief Operating Officer, (iii) Alvin Tan, our Chief Financial Officer and director, and (iv) James Groh, our Executive Vice President of Investor Relations, and (v) Ashish Srivastava, our Chief Commercial Officer (collectively, the “Employment Agreements”).  

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Each of the Employment Agreements does not provide for a specific term and can be terminated with 30 days’ notice by the other party, subject to the terms of the agreement and any notice period required by local law.

The Employment Agreements generally provide for each executive’s base salary, short-term cash bonus opportunity, benefit plan eligibility and severance entitlements.  

For Mr. Koneru, if his employment is terminated by the Company without “cause” (other than death/disability) or if he resigns for “good reason”, he will be entitled to receive (i) two times his annual base salary, (ii) a pro-rated annual bonus for the year of termination (based on the greater of actual or target bonus, as measured on the termination date), and (iii) a payment in respect of 18 months’ healthcare continuation.  Upon a termination for death or disability, Mr. Koneru (or his estate, as applicable) will receive a payment equal to 12 months of base salary payments.

For the other senior executives, if his or her employment is terminated by the Company without “cause” (other than death/disability) or if the executive resigns for “Good Reason” (each as defined in the Employment Agreements), he or she will be entitled to receive a payment equal to (i) 6 months’ base salary and (ii) a payment in respect of 6 months’ healthcare continuation.  Upon termination for death or disability, such executives will receive a payment equal to 3 months’ base salary payments.

Upon any termination of employment, each executive’s outstanding equity awards (if any) will be treated in accordance with the terms of the applicable award agreement.

To the extent permitted by applicable law, each executive will be subject to non-compete and non-solicit restrictions for 6 months following a termination of employment (12 months for Mr. Koneru).

“Good Reason” is defined in the Employment Agreements for each executive as:  (i) a material diminution in the Executive’s base salary, other than a general reduction in base salary that affects all similarly situated company executives in substantially the same proportions; (ii) a material diminution in the executive’s authority, duties, or responsibilities (other than temporarily while the executive is physically or mentally incapacitated or as required by applicable law); or (iii) any material breach by the Company of the employment agreement.

The combined base salary of the Executive Management members provided for under the Employment Agreements is $2.65 million.

Director Compensation.

Our board of directors has established a director compensation program for its non-employee directors.  Each non-employee member of the board receives a total annual retainer equal to $200,000, with such awards initially being paid as follows: $80,000 was paid in cash and $120,000 was paid in the form of the Company’s restricted stock units (the “NED RSUs”).  Per the terms of the applicable award agreement, the NED RSUs vested in two annual installments and settled on the earlier to occur of the director’s last day of service with the board or a change in control, as described in the applicable award agreement.  Cash retainer fees were paid to directors quarterly, in arrears.  On April 28, 2021, the Board agreed that all non-executive directors’ compensation would be changed to $200,000 in cash only, with

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retrospective effect from their date of appointment and the cash retainer fees would be payable in arrears in four equal instalments at the end of each fiscal quarter of the Company.

The following annual committee fees are also paid in cash to our non-executive directors:

Audit Committee Chair:  $10,000

Audit Committee Member:  $7,500

Nominating and Corporate Governance Chair:  $10,000

Nominating and Corporate Governance Member:  $7,500

Compensation Committee Chair:  $10,000

Compensation Committee Member:  $7,500

Risk Committee Chair: $10,000;

Risk Committee Member: $7,500

There will be no additional fees paid for board meeting attendance but the board from time to time, may approve an ad-hoc payment if additional work or /services are performed by a non-employee director or any committee of the board. There are no service contracts with any of the directors which provide any benefits upon termination of employment of such director, except for Mr. Koneru’s and Mr. Tan’s respective Employment Agreement as described in the “Employment Agreements” section above.

C. Board Practices

Appointment and removal

Our directors are divided into 3 classes designated as Class I, Class II and Class III, respectively. Directors are assigned to each class in accordance with a resolution or resolutions adopted by the board of directors. At the 2021 annual general meeting of the Company held in May 2022, the term of office of the Class I Directors expired and the Class I Directors were elected for a full term of 3 years. At the 2022 annual general meeting of the Company, the term of office of the Class II Directors will expire and Class II Directors will be elected for a full term of 3 years. At the 2023 annual general meeting of the Company, the term of office of the Class III Directors will expire and Class III Directors will be elected for a full term of 3 years. At the 2024 annual general meeting of the Company, the term of office of the Class I Directors will expire and Class I Directors will be elected for a full term of 3 years. At each succeeding annual general meeting of the Company, directors will be elected for a full term of three 3 years to succeed the directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing, each director will hold office until the expiration of his or her term, until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal.

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The directors have been assigned classes as follows:

Srinivas Koneru	Class I
Alvin Tan	Class II
Richard M. Maurer	Class III
Kenneth Stratton	Class I
Lilian Koh Nee Noi	Class II
Adrian Kow Tuck Hoong	Class III
Jayapal Ramasamy	Class I
Yong-Moon Kim	Class II

There is no cumulative voting with respect to the appointment of directors.

An ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, is required to elect a director.

Under the Articles, directors may be removed with or without cause, by an ordinary resolution of our shareholders. A director will also cease to be a director if he or she (i) becomes bankrupt or makes any arrangement or composition with his or her creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his or her office by notice in writing; (iv) the director absents himself or herself (without being represented by proxy) from 3 consecutive meetings of the board of directors without special leave of absence from the directors, and the directors pass a resolution that he or she has by reason of such absence vacated office; or (v) all of the other directors (being not less than 2 in number) determine that he or she should be removed as a director for “Cause” (defined as a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a director or the Company into disrepute or which results in a material financial detriment to the Company) (and not otherwise), either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other directors.

None of our directors has any service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment.

Committees of the Board of Directors

We have established separately standing audit, nominating and corporate governance, compensation and risk committees. Although our securities were delisted from Nasdaq, we continue to voluntarily comply with Nasdaq listing rules with respect to composition of Board committees, and independence of their members.

Audit Committee

We have established an audit committee comprised of all independent directors.   As of February 28, 2022 and as at the date of this Annual Report, the audit committee consists of Mr. Kow, Mr. Kim and Mr. Ramasamy. Each of the foregoing members of the audit committee is and were (as applicable) independent under the applicable Nasdaq listing standards and the rules and regulations of the SEC. The audit committee has a written charter and is available by following the links to “Investors – Governance – Governance Documents” on the Company’s

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website at www.triterras.com. The purpose of the audit committee is, among other things, to appoint, retain, set compensation of, and supervise our independent accountants, review the results and scope of the audit and other accounting related services and review our accounting practices and systems of internal accounting and disclosure controls.

Financial Experts on Audit Committee

The audit committee shall all times be composed exclusively of “independent directors,” as defined for audit committee members under Nasdaq listing standards and the rules and regulations of the SEC, who are “financially literate.” “Financially literate” generally means being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, we are required to certify to the exchange that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

Mr. Kow serves as a financial expert on the audit committee.

Nominating and Corporate Governance Committee

As of February 28, 2022 and as of the date of this Annual Report, the nominating and corporate governance committee consists of Mr. Stratton, Mr. Kow, and Ms. Koh.  The nominating and corporate governance committee has a written charter and is available by following the links to “Investors – Governance – Governance Documents” on the Company’s website at www.triterras.com. The nominating and corporate governance committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

Guidelines for Selecting Director Nominees

The nominating and corporate governance committee of our Board considers persons identified by its members, management, shareholders, investment bankers and others. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provides that persons to be nominated:

• should have demonstrated notable or significant achievements in business, education or public service;

• should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

• should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating and corporate governance committee considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time

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to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating and corporate governance committee will not distinguish among nominees recommended by shareholders and other persons.

Compensation Committee

We have established a Compensation Committee of our Board. As at February 28, 2022 and as of the date of this Annual Report, the Compensation Committee consists of the following independent directors: Mr. Stratton, Mr. Kim and Mr. Ramasamy. The Compensation Committee has a written charter and is available by following the links to “Investors – Governance – Governance Documents” on the Company’s website at www.triterras.com.   The purpose of the Compensation Committee is to review and approve compensation paid to our officers and directors and to administer our incentive compensation plans, including authority to make and modify awards under such plans.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is currently, or has been at any time, one of our officers or employees. None of our members of Executive Management currently serves, or has served during the fiscal year ended February 28, 2022, as a member of our board of directors or compensation committee of another entity that has one or more members of Executive Management serving as a member of our board of directors or our compensation committee.

Risk Committee

On April 1, 2022, we have established a Risk Committee of our Board which is comprised of Mr. Ramasamy, Mr. Maurer and Ms. Koh, with Mr. Maurer being the only non-independent director member. The Risk Committee has a written charter and is available by following the links to “Investors – Governance – Governance Documents” on the Company’s website at www.triterras.com.   The purpose of the Risk Committee is to review and deliberate matters relating to the enterprise risk management operations including key risks of the Group. The Committee has overall responsibility for monitoring and approving the risk management framework and associated practices of the Company.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

We have adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to all of our employees, officers, and directors. This includes our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. Our Code of Ethics is available by following the links to “Investors – Governance – Governance Documents” on the Company’s website at www.triterras.com. We intend to continue to disclose on our website any future amendments of the Code of Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors from provisions in the Code of Ethics.

In addition, our board of directors has adopted a set of corporate governance guidelines covering a variety of matters, including approval of related party transactions. The guidelines reflect certain guiding principles with respect to our board’s structure, procedures and

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committees. The guidelines are not intended to change or interpret any applicable law, rule or regulation or our Articles (as defined herein).

Shareholder Communication with the Board of Directors

Shareholders and other interested parties may communicate with the board of directors, including non-management directors, by sending a letter to us at 9 Raffles Place, #23-04 Republic Plaza, Singapore 048619 for submission to the board of directors or committee or to any specific director to whom the correspondence is directed. Shareholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial stockholder of the Company. All communications received as set forth above will be opened by the Corporate Secretary or his or her designee for the sole purpose of determining whether the contents contain a message to one or more of our directors. Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the board of directors will be forwarded promptly to the chairman of the board of directors, the appropriate committee or the specific director, as applicable.

D. Employees

We are headquartered in Singapore, with a presence in the United States and an office in the United Arab Emirates. As of February 28, 2022, we had a total of 49 full-time employees globally with 27 employees located in Singapore, 5 employees in U.S. and 17 employees in Dubai.  In addition, as of such date, we had 26 contractors in India supporting the design, development and solutioning of Kratos™.

E. Share Ownership

Information about the ownership of the Ordinary Shares by the Company’s directors and members of Executive Management is set forth in Item 7.A of this Annual Report.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth information regarding the beneficial ownership of the Ordinary Shares as of June 15, 2022:

• each person known by us to be the beneficial owner of more than 5% of the Ordinary Shares;

• each of our directors and members of Executive Management; and

• all our directors and members of Executive Management as a group.

Beneficial ownership is determined according to the rules of the SEC.  Under such rules, beneficial ownership includes any stock as to which an individual or entity has the sole or shared voting power or investment power and also any stock that the individual or entity has a right to acquire within 60 days through the exercise of any share option or other right.  Accordingly, Ordinary Shares that may be acquired within 60 days pursuant to the exercise of Triterras Warrants are deemed to be outstanding for the purpose of computing the beneficial ownership of the holder of such Triterras Warrants.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the Ordinary Shares beneficially owned by them.

According to the Articles, each Ordinary Share entitle the holder thereof one vote per share. Our major shareholders do not have different voting rights.

As of June 15, 2022, 76,524,081 of our Ordinary Shares were outstanding. To our knowledge, as of such date, there were (i) 24,901,662 Ordinary Shares, representing approximately 33% of our total outstanding shares; and (ii) approximately 25,981,000 Triterras Warrants, which were held by record shareholders with registered addresses in the United States (including brokers and other nominees that hold securities in street name on behalf of their customers). We are not aware of any arrangement that may at a subsequent date, result in a change of control of our Company. This number of holders of record also does not include holders whose securities may be held in trust by other entities.

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	As of June 15, 2022
Name of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Ordinary Shares
Srinivas Koneru(2)		51,792,071		67.7	%
IKON Strategic Holdings Fund and    Symphonia Strategic Opportunities    Limited(2)		51,622,419		67.5	%
Richard M. Maurer		205,504	*
Will O’Brien		30,000	*
The Estate of Martin Jaskel		20,000	*
Gerard Pascale		15,000	*
Kenneth Stratton		—		—
Adrian Kow Tuck Hoong		—		—
Yong-Moon Kim		—		—
Lillian Koh Nee Noi		—		—
Jayapal Ramasamy		—		—
Alvin Tan		—		—
John Galani		—		—
James H. Groh, Sr.		2,500	*
Ashish Srivastava		—		—
All directors and executive officers as a group		52,065,075		68.0	%
Netfin Holdings LLC(3)		205,504	*

* Less than one percent.

(1) Unless otherwise noted, the business address of each of beneficial owners listed in this table is the following 9 Raffles Place, #23-04 Republic Plaza Singapore 048619.

(2) IKON Strategic Holdings Fund (“IKON”) and Symphonia Strategic Opportunities Limited (“SSOL”) are the record holders of 10,324,484 and 41,297,935 of the shares reported herein, respectively.  The sole director of IKON is Srinivas Koneru and its sole shareholder is SSOL.  SSOL is ultimately beneficially owned by Srinivas Koneru.  The business addresses of IKON and SSOL are c/o Services Cayman Limited, P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands, and 42 Hotel Street 3^rd Floor, GFin Tower Cybercity Ebene, Mauritius, respectively.  Srinivas Koneru is the record holder of 169,652 shares.

(3) NetFin Holdings, Inc. is the record holder of the shares reported herein.  Mr. Maurer is the sole shareholder of NetFin Holdings, Inc. and may be entitled to distributions of the securities held by NetFin Holdings, Inc. Mr. Maurer has voting and investment discretion with respect to the Ordinary Shares held of record by NetFin Holdings, Inc.  The beneficial ownership of NetFin Holdings, Inc. and Mr. Maurer also includes 408,600 Private Placement Warrants that became exercisable to purchase Ordinary Shares on December 10, 2020.  The business address of NetFin Holdings, Inc. and Mr. Maurer is 12600 Deerfield Parkway, Suite 100, Alpharetta, GA 30004 USA.

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B. Related Party Transactions

Registration Rights Agreement

On the closing date of the Business Combination (the “Closing Date”), the Company entered into a registration rights agreement (the “RRA”) with Netfin, Netfin Sponsor, SSOL, IKON, Martin Jaskel, Richard Maurer, Marat Rosenberg and Vadim Komissarov (together SSOL, IKON, Messrs. Jaskel, Maurer and Rosenberg, the “Holders”). Under the RRA, the Company has certain obligations to register for resale under the Securities Act of 1933, as amended, all of our Ordinary Shares and Triterras Warrants held by the Holders on the Closing Date and any other securities issued or issuable with respect to any such Ordinary Shares and Triterras Warrants by way of a share split, share dividend, recapitalization, exercise, exchange or similar event or otherwise (including the underlying Ordinary Shares issuable upon the exercise of any Triterras Warrants) (collectively, the “Registrable Securities”).

The Company is required to, within 90 days of the Closing Date, file a registration statement registering the resale of the Registrable Securities. To date, the Company has not filed the required registration statement. In light of the delisting of our securities from Nasdaq, the timing of our filing of such registration statement remains uncertain. The Holders may demand an underwritten offering of their Registrable Securities if the Registrable Securities to be sold in such offering have a value of more than $10 million. However, the Company will not be obligated to effect more than three underwritten offerings in any calendar year or two in any rolling-six month period. Holders also have certain “piggy-back” registration rights with respect to registration statements. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The foregoing description of the RRA does not purport to be complete and is qualified in its entirety by the full text of the RRA, which was filed as Exhibit 10.2 to Form 8-K filed with the SEC on November 10, 2020 by Netfin Acquisition Corp and is incorporated by reference herein.

Lock-Up Agreement

On the Closing Date, we entered into a lock-up agreement (the “Lock-Up Agreement”) with Netfin, Netfin Sponsor, SSOL and IKON (SSOL and IKON together, the “Sellers”) pursuant to which the Sellers agreed to not transfer, sell, assign or otherwise dispose of our Ordinary Shares, including shares receivable upon exercise of Triterras Warrants, they received in the Business Combination prior to (i) three months after the Closing Date with respect to 10% of their Ordinary Shares and (ii) six months after the Closing Date with respect to the remaining 90% of their Ordinary Shares, subject to certain exceptions set forth therein.

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Other Related Person Transactions

Since its incorporation, Fintech has entered into transactions with Rhodium and Antanium Global Pte Ltd (previously known as Triterras Asia Pte. Ltd.) (“Antanium Global”), each of which has been identified as a related party because each entity is controlled by Mr. Koneru, the Company’s Chairman and Chief Executive Officer.  

In addition, Longview Resources Group had been identified as a related party because it was wholly owned by one of our directors, Mr. Maurer, as at the fiscal year ended February 28, 2021. Mr. Maurer divested Longview in October 2021 and concurrently resigned as a director and officer of each of the companies within the Longview group.

Management fees relating to recharges of staff costs, office space and research and development costs, provided to Fintech by Rhodium and Antanium Global totaled $1,867,105 for the period from January 11, 2018 (the date of the Company’s incorporation) to February 28, 2019 and $1,100,000 for the fiscal year ended February 29, 2020, $185,000 and $2,034,830 for the fiscal year ended February 28, 2021, which were capitalized by Fintech as intangible assets as the management fees relate to research and development costs incurred in the development of the Kratos™ platform. The foregoing amounts have been fully repaid by Rhodium and its affiliates as of February 28, 2021.

Revenue from Rhodium accounted for $5.2 million, or 9.3% of our total revenue, and $4.5 million, or 26.5% of our total revenue, for the fiscal years ended February 28, 2021 and February 29, 2020, respectively.  There was no revenue from Rhodium for the fiscal year ended February 28, 2022.  Such revenue was primarily related to platform fees where Rhodium initiated the commodity trade with its counterparty.

Substantially all of the users of the Kratos™ platform during the fiscal year ended February 29, 2020 were referred to the platform by Rhodium. There have been no transactions on Kratos™ platform contributed by Rhodium since the last quarter of the fiscal year ended February 28, 2021.

Prior to the Business Combination, Rhodium and Antanium Global provided Fintech with a number of support services pursuant to the terms of certain transition services agreements, including:

• human resources support services, including staffing, recruitment, benefits and payroll services;

• accounting and administrative support services, including liaising with auditors, company secretaries, tax agents, service providers and regulatory bodies;

• operational support services, including contract execution and trade settlement (to the extent required);

• treasury support services, including the maintenance of banking relationships and the potential negotiation of banking facilities; and

• management services, including strategic leadership, expertise, guidance and direction towards achieving business growth.

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Following the Business Combination, these transition services agreements remained in effect and Rhodium and Antanium Global continued to provide Fintech with these services on an interim basis to help ensure an orderly transition following the Business Combination.

Amounts payable for services provided under these transition services agreements were calculated on a cost-plus basis, with the applicable transition services agreement specifying the applicable margin for each category of services described therein. For the fiscal year ended February 28, 2021, Fintech paid an aggregate to Rhodium and Antanium Global an aggregate annualized fee of $1.7 million for the services provided under the transition services agreements. The transition services agreements were not renewed following their expiration on February 28, 2021.

All of the foregoing transactions during the fiscal years ended February 29, 2020 and February 28, 2021 were on an arm’s length basis.

C. Interests of Experts and Counsel

Not applicable.

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ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

The statements of financial position of the Company as of February 28, 2022, and February 28, 2021 and the related statements of comprehensive income, changes in shareholders’ equity and cash flows for the fiscal years ended February 28, 2022, February 28, 2021 and February 29, 2020 and the related notes are filed as part of this Annual Report.

Legal Proceedings

The Company may be involved from time to time in claims, proceedings, and litigation. The Company believes it has adopted appropriate risk management and compliance programs. Legal and compliance risks, however, will continue to exist and additional legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, may arise from time to time.

On December 21, 2020, a class action complaint (under the caption Ferraiori v. Triterras, Inc., et al., Case No. 7:20-cv-10795) was filed in the United States District Court of the Southern District of New York (the “Court”) against the Company, Mr. Srinivas Koneru and Mr. Marat Rosenberg for alleged violations of U.S. federal securities laws. On July 1, 2021, an amended class action complaint was filed (under the caption Erlandson and Norris v. Triterras, Inc., et al., Case No. 7:20-cv-10795-CS) (the “Action”) against the Company, Mr. Srinivas Koneru, Mr. Marat Rosenberg, Netfin, Fintech, MVR Netfin LLC, Mr. Richard Maurer, Mr. Vadim Komissarov, Mr. Gerald Pascale, Mr. James H. Groh, Sr., Mr. Alvin Tan, Mr. John A. Galani, Mr. Matthew Richards, Ms. Vanessa Slowey and Mr. Kenneth Stratton. The amended class action complaint is based on alleged undisclosed facts and misrepresentations made by the above-named defendants from June 29, 2020 to January 14, 2021.

On April 27, 2022, the Company and other parties in the Action entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”), pursuant to which the Action shall be finally and fully settled, and dismissed with prejudice as to all settling parties, upon and subject to the terms and conditions of the Settlement Agreement. The settlement is not an admission of wrongdoing, fault or liability.  The Settlement Agreement was preliminarily approved by the Court on May 20, 2022. Pursuant to the terms of the Settlement Agreement, the Company has paid $9 million, of which we currently expect to receive recoveries from our insurers of $4.25 million, although there can be no assurance that we will in fact receive a contribution from our insurers in this or any amount. The Settlement Agreement is subject to final approval by the court and the fulfilment of other conditions set forth therein, all of which involve inherent risks and substantial uncertainties.    

Dividend Policy

The payment of cash dividends in the future, if any, will be at the discretion of the Company’s board of directors and will depend upon such factors as earnings levels, capital requirements, contractual restrictions, the Company’s overall financial condition, available distributable reserves and any other factors deemed relevant by the Company’s board of directors. Other than as disclosed elsewhere in this Annual Report, we currently expect to retain all future earnings for use in the operation and expansion of our business and do not plan to pay any dividends on the Ordinary Shares in the near future.

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B. Significant Changes

None.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

Holders of Ordinary Shares and Triterras Warrants should obtain current market quotations for their securities. Our Ordinary Shares and the Triterras Warrants were previously listed on Nasdaq under the symbols “TRIT” and “TRITW,” respectively. Our Ordinary Shares and the Triterras Warrants were delisted from Nasdaq effective on March 24, 2022.

As at the date of the filing of this Annual Report, our Ordinary Shares and Triterras Warrants are quoted on the OTC Expert Market under the symbols “TRIRF” and “TRIRW”, respectively, on an “unsolicited only” basis.  Pursuant to Rule 15c2-11 under the Exchange Act, effective September 26, 2021, companies that do not make current information publicly available under the Exchange Act rules are transitioned to the OTC Expert Market. The trades on the OTC Expert Market are limited primarily to private purchases and sales among sophisticated investors with sufficient investment experience, among others. See “Risk Factors - Our securities were delisted from Nasdaq, which has had, and may continue to have a material adverse effect on our business and the trading and price of our securities” for additional information related to the lack of liquidity of our securities.

B. Plan of Distribution

Not applicable.

C. Markets

As at the date of the filing of this Annual Report, our Ordinary Shares and Triterras Warrants are quoted on the OTC Expert Market under the symbols “TRIRF” and TRIRW,” respectively, on an “unsolicited only” basis.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

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ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

The Company is a Cayman Islands exempted company (company number 360185) and its affairs are governed by the Amended and Restated Memorandum and Articles of Association of the Company, dated November 10, 2020 as amended from time to time (the “Articles”), the Companies Act and the common law of the Cayman Islands.

Pursuant to the Articles, the Company is authorized to issue 469,000,001 ordinary shares, $0.0001 par value per share (“Ordinary Shares”), and 30,999,999 preference shares, $0.0001 par value per share.

Pursuant to clause 3 of the Amended and Restated Memorandum of Association of the Company, the objects for which the Company is established are unrestricted and the Company has full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

The Company currently has only one class of securities issued and outstanding: Ordinary Shares. All Ordinary Shares have identical rights in all respects and rank equally with one another.

As of the date of this Annual Report, there are 76,524,081 Ordinary Shares outstanding and 25,981,000 Triterras Warrants outstanding.

Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders.

Set forth below is a summary of the material terms of the Articles and some of the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Directors

Generally

A director is not required to hold any shares in the Company by way of qualification unless and until the Company in general meeting may fix a minimum shareholding required to be held by a director.

A director may vote with respect to any contract, proposed contract or arrangement in which he is materially interested provided that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

A director may exercise all the powers of the Company to borrow money, mortgage or charge its undertaking, property and assets (present and future) and uncalled capital, and to

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issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

The directors shall receive such remuneration as our board shall from time to time determine. The directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of directors or committees of directors, or general meetings of the Company, or separate meetings of the holders of any class of shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a director, or to receive a fixed allowance in respect thereof as may be determined by the directors, or a combination partly of one such method and partly the other. The directors may by resolution approve additional remuneration to any director for any services which in the opinion of the directors go beyond his ordinary routine work as a director.

There is no age limit requirement with respect to the retirement or non-retirement of a director. 

Appointment

Our directors are divided into 3 classes, designated as Class I, Class II and Class III, respectively. The directors are assigned to each class in accordance with a resolution or resolutions adopted by our board of directors. At the 2021 annual general meeting of the Company, which was held on May 5, 2022, the term of office of the Class I Directors expired and Class I Directors were elected for a full term of 3 years. At the 2022 annual general meeting of the Company, the term of office of the Class II Directors will expire and Class II Directors will be elected for a full term of three 3 years. At the 2023 annual general meeting of the Company, the term of office of the Class III Directors will expire and Class III Directors will be elected for a full term of 3 years. At each succeeding annual general meeting of the Company, Directors will be elected for a full term of 3 years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing, each Director will hold office until the expiration of his or her term, until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal.

There is no cumulative voting with respect to the appointment of our directors.

An ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, is required to elect a director.

Removal

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the issued and outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Articles, directors may be removed with or without cause, by an ordinary resolution of our shareholders. A director will also cease to be a director if he or she (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing; (iv) the director absents himself or herself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of directors without special leave of absence from the directors, and the directors pass a resolution that he or she has by reason of such absence

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vacated office; or (v) all of the other directors (being not less than two in number) determine that he or she should be removed as a director for “Cause” (i.e., a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a director or the Company into disrepute or which results in a material financial detriment to the Company) (and not otherwise), either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the  Articles or by a resolution in writing signed by all of the other directors.

Directors’ Power to Issue Shares

Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, or other rights or restrictions.

Calls on Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares subject to the shareholder receiving at least fourteen days' notice specifying the time or times of payment.

Ordinary Shares

Holders of Ordinary Shares are entitled to one vote for each share held of record on all matters to be voted on by shareholders.

There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

Holders of Ordinary Shares do not have any conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the Ordinary Shares. There are no provisions within the Articles which discriminate against any existing or prospective shareholder as a result of owning a substantial number of shares of the Company.

Dividends

Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of the Company’s board of directors and will depend upon such factors as earnings levels, capital requirements, contractual restrictions, the Company’s overall financial condition, available distributable reserves and any other factors deemed relevant by the Company’s board of directors.

Liquidation; Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.

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Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Under the Articles, if the Company is wound up, the liquidator of our company may distribute the assets with the sanction of an ordinary resolution of the shareholders and any other sanction required by law.

On a winding-up or other return of capital, subject to any special rights attaching to any other class of shares, holders of Ordinary Shares will be entitled to participate in any surplus assets in proportion to their shareholdings.

Indemnification of Directors and Officers and Limitation of Liability

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Articles permit indemnification of officers and directors for any liability, action, proceeding, claim, demand, costs damages or expenses, including legal expenses, incurred in their capacities as such unless such liability (if any) arises from actual fraud, willful neglect or willful default which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in the Articles

Some provisions of the Articles may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including a provision that authorizes our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

Such shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue these preference shares, the price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be materially adversely affected.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under the Articles for a proper purpose and for what they believe in good faith to be in the best interests of our company.

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Directors’ and Officers’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. A director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

•      duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

•       duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

•       directors should not improperly fetter the exercise of future discretion;

•       duty to exercise powers fairly as between different sections of shareholders;

•       duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

•       duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

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Shareholder Action by Written Consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. The Articles provide that shareholder may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. The Articles allow any one or more of our shareholders holding shares which carry in aggregate not less than ninety-five percent (95%) of the total number of votes attaching to all issued and the outstanding shares of our company as of the date of the deposit that are entitled to vote at general meetings to duly convene an extraordinary general meeting of our shareholders. As a Cayman Islands exempted company, we are not obliged by law to call shareholders’ annual general meetings.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, the Articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Transactions with Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute under its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware

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corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.

Under the  Articles, if our share capital is divided into more than one class of shares, the rights attached to any such class may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued shares of that class where such variation is considered by the directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued shares of that class or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the shares of that class.

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote on the matter, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, the Articles may only be amended by a special resolution of the shareholders.

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by any Cayman Islands law or the Articles on the rights to own securities, including the right of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in the Articles governing the ownership threshold above which shareholder ownership must be disclosed.

Inspection of Books and Records

Under the Delaware General Corporation Law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records.

Holders of our shares have no general right under Cayman Islands law to inspect or obtain copies of our register of members or our corporate records.

Waiver of Certain Corporate Opportunities

Under the Articles, the Company has renounced any interest or expectancy of the Company in, or in being offered an opportunity to participate in, certain opportunities where

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such opportunities come into the possession of one of our directors other than in his or her capacity as a director (as more particularly described in the Articles). This is subject to applicable law and may be waived by the relevant director.

Mergers and Similar Arrangements.

In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).

Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 66 ⅔% in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such other authorization, if any, as may be specified in such constituent company’s memorandum and articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company.

The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.

Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.

Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the

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laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.

Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

Moreover, Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the

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case may be, that are present and voting either in person or by proxy at an annual general meeting, or extraordinary general meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

•       we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;

•       the shareholders have been fairly represented at the meeting in question;

•       the arrangement is such as a businessman would reasonably approve; and

•       the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”

If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations.

Squeeze-out Provisions.    

When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.

Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements of an operating business.

Shareholders’ Suits in Cayman Islands.    

We are not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts in general, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

•       a company is acting, or proposing to act, illegally or beyond the scope of its authority;

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•       the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or

•       those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.

Special Considerations for Exempted Companies.    

We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

•       an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

•       an exempted company’s register of members is not open to inspection;

•       an exempted company does not have to hold an annual general meeting;

•       an exempted company may issue shares with no par value;

•       an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

•       an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

•       an exempted company may register as a limited duration company; and

•       an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Enforceability of Civil Liability under Cayman Islands Law

The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

The Company has been advised by Mourant Ozannes (Cayman) LLP, its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize, or enforce against the Company, judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against the Company

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predicated upon the civil liability provisions of the securities laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is recent Privy Council authority (which is binding on the Cayman Islands Court) in the context of a reorganization plan approved by the New York Bankruptcy Court which suggests that due to the universal nature of bankruptcy/insolvency proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without applying the principles outlined above. However, a more recent English Supreme Court authority (which is highly persuasive but not binding on the Cayman Islands Court), has expressly rejected that approach in the context of a default judgment obtained in an adversary proceeding brought in the New York Bankruptcy Court by the receivers of the bankruptcy debtor against a third party, and which would not have been enforceable upon the application of the traditional common law principles summarized above and held that foreign money judgments obtained in bankruptcy/insolvency proceedings should be enforced by applying the principles set out above, and not by the simple exercise of the Courts’ discretion. Those cases have now been considered by the Cayman Islands Court. The Cayman Islands Court was not asked to consider the specific question of whether a judgment of a bankruptcy court in an adversary proceeding would be enforceable in the Cayman Islands, but it did endorse the need for active assistance of overseas bankruptcy proceedings. We understand that the Cayman Islands Court’s decision in that case has been appealed and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty.

C. Material Contracts

Material Contracts Relating to Triterras’ Operations

Information pertaining to Triterras’ material contracts is set forth in “Major Shareholders and Related Party Transactions—Related Party Transactions” and are incorporated herein by reference.

As of February 28, 2022, we had entered into four material contracts with third parties relating to development of products that complement our product offerings. These include: (i) purchase of a trade finance product that seeks to bring operational excellence in portfolio, risk and document management, (ii) software product development to develop an “Invoice Financing Platform” which is envisioned to be used by corporates, funds and banks, that streamlines the invoice financing process, (iii) software product development to develop a “Letter of Credit  Platform” that streamlines the complete life-cycle of letter of credit issuance and utilisation in a secure and efficient way after verifying necessary documents on the platform, (iv) software product development to develop a “SME Asset platform" where

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borrower information can be accessed directly by the lenders and they can identify the suitable borrowers for further introduction thereby giving lenders more offerings & transparency. Pursuant to these agreements, $6.95 million were capitalized as intangible assets as of February 28, 2022. These contracts have also resulted in an increase in our cost of research and development of $0.32 million for the fiscal year ended February 28, 2022.

In August 2020, we also entered into the Transition Services Agreements with Antanium Global, Rhodium and certain of its subsidiaries. We incurred management fees of $1.7 million as a result of these agreements for the fiscal year ended February 28, 2021. These Transition Services Agreements have since expired.

Material Contracts Relating to the Business Combination

Business Combination Agreement

On  July 29, 2020, Netfin Acquisition Corp., a Cayman Islands exempted company (“Netfin”), MVR Netfin LLC, a Nevada limited liability company, as the representative of Netfin as of the date of the Business Combination Agreement (as defined below) and immediately prior to the closing, (the “Netfin Representative”), the Company (formerly Netfin Holdco), Netfin Merger Sub, a Cayman Islands exempted company (“Netfin Merger Sub”), Symphonia Strategic Opportunities Limited (“SSOL”) and IKON Strategic Holdings Fund (“IKON”) (together with SSOL, the “Sellers”), entered into a Business Combination Agreement (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement: (1) the Sellers agreed to sell, transfer, convey, assign and deliver to the Company all of issued and outstanding ordinary shares of Triterras Fintech Pte. Ltd. (“TFPL”) owned by the Sellers in exchange for an aggregate of $60,000,000 in cash, 51,622,419 Netfin Holdco Ordinary Shares of the Company, and up to an additional 15,000,000 ordinary shares of the Company upon the Company meeting certain financial or share price thresholds;  and (2) Netfin Merger Sub, a wholly-owned direct subsidiary of the Company, would merge with and into Netfin, with Netfin being the surviving corporation in the merger and a wholly owned direct subsidiary of the Company following the merger (the transactions described above, collectively, the “Business Combination”).  The Business Combination was consummated on November 10, 2020 and on such date the Company changed its name from Netfin Holdco (“Holdco”) to Triterras, Inc.

Other Agreements

Registration Rights Agreement

On the Closing Date, the Company entered into a registration rights agreement (the “RRA”) with Netfin, MVR Netfin LLC, SSOL, IKON, Martin Jaskel, Richard Maurer, Marat Rosenberg and Vadim Komissarov (together SSOL, IKON, Messrs. Jaskel, Mauer and Rosenberg, the “Holders”).  Under the RRA, the Company has certain obligations to register for resale under the Securities Act of 1933, as amended, all of our Ordinary Shares and Triterras Warrants held by the Holders on the Closing Date and any other securities issued or issuable with respect to any such Ordinary Shares and Triterras Warrants by way of a share split, share dividend, recapitalization, exercise, exchange or similar event or otherwise (including the underlying ordinary shares issuable upon the exercise of any Triterras Warrants) (collectively, the “Registrable Securities”).

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The Company is required to, within 90 days of the Closing Date, file a registration statement registering the resale of the Registrable Securities. To date, the Company has not filed the required registration statement.  In light of the delisting of our securities from Nasdaq, the timing of our filing of such registration statement remains uncertain. Additionally, the Holders may demand an underwritten offering of their Registrable Securities if the Registrable Securities to be sold in such offering have a value of more than $10 million.  However, the Company will not be obligated to effect more than three underwritten offerings in any calendar year or two in any rolling-six-month period.  Holders also have certain “piggy-back” registration rights with respect to registration statements.  The Company will bear the expenses incurred in connection with the filing of any such registration statements.  The foregoing description of the RRA does not purport to be complete and is qualified in its entirety by the full text of the RRA, which was filed as Exhibit 10.2 to Form 8-K filed with the SEC on November 10, 2020 by Netfin Acquisition Corp. and is incorporated by reference herein.

Lock-up Agreement

On the Closing Date, we entered into a lock-up agreement (the “Lock-Up Agreement”) with Netfin, MVR Netfin LLC, SSOL and IKON (SSOL and IKON together, the “Sellers”) pursuant to which the Sellers agreed to not transfer, sell, assign or otherwise dispose of our Ordinary Shares, including shares receivable upon exercise of Triterras Warrants, they received in the Business Combination prior to (i) three months after the Closing Date with respect to 10% of their Ordinary Shares and (ii) six months after the Closing Date with respect to the remaining 90% of their Ordinary Shares, subject to certain exceptions set forth therein.

Other Contracts

The description of the Purchase Agreement entered in to in connection with the acquisition of all of the Outstanding Share Capital of IB Holdings LTD and Techfin Solutions FZCO is set forth in section titled “Operating and Financial Review and Prospects – Operating Results – Acquisition of all of the Outstanding Share Capital of IB Holdings LTD and Techfin Solutions FZCO”

The description of the Subscription Agreement entered into in connection with the subscription of shares in Trade Credit Partners Ltd. is set forth in the section titled “Operating and Financial Review and Prospects – Operating Results – Investment into a Cayman Islands fund, Trade Credit Partners Ltd in August 2021 and in September 2021”

D. Exchange Controls

There is no governmental law, decree, regulation or other legislation of Cayman Islands which may affect (i) the import or export of capital, including the availability of cash and cash equivalents for use by the Company’s group, or (ii) the remittance of dividends, interest or other payments to nonresident holders of the Company’s securities.

E. Taxation

Certain Material U.S. Federal Income Tax Considerations to U.S. Holders

The following is a discussion of certain material U.S. federal income tax considerations to U.S. Holders (as defined in this Annual Report) relating to the ownership and disposition of the Ordinary Shares (the “Triterras Stock”) and the Triterras Warrants as of the date hereof.  

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The discussion below only applies to the Triterras Stock and Triterras Warrants held as capital assets for U.S. federal income tax purposes (generally, property held for investment) and does not describe all of the tax consequences that may be relevant to holders in light of their particular circumstances, including alternative minimum tax and Medicare contribution tax consequences, or consequences to holders who are subject to special rules, such as:

• financial institutions or financial services entities;

• insurance companies;

• government agencies or instrumentalities thereof;

• regulated investment companies and real estate investment trusts;

• expatriates or former residents of the United States;

• persons that acquired the Triterras Stock or Triterras Warrants pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

• dealers or traders subject to a mark-to-market method of tax accounting with respect to the Triterras Stock or Triterras Warrants;

• persons holding the Triterras Stock or Triterras Warrants as part of a “straddle,” constructive sale, hedging, integrated transactions or similar transactions;

• a person whose functional currency is not the U.S. dollar;

• S corporations, partnerships or other pass-through entities for U.S. federal income tax purposes or investors in such entities;

• holders that are controlled foreign corporations or PFICs;

• a person required to accelerate the recognition of any item of gross income with respect to the Triterras Stock as a result of such income being recognized on an applicable financial statement;

• a person actually or constructively owning 10% or more of the Triterras Stock;

• individual retirement accounts and other tax deferred accounts;

• persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside of the United States; or

• tax-exempt entities.

This discussion does not consider the tax treatment of entities that are partnerships or other pass-through entities for U.S. federal income tax purposes or persons who hold the Triterras Stock or Triterras Warrants through such entities.  If a partnership or other pass-through entity for U.S. federal income tax purposes is the beneficial owner of Triterras Stock or Triterras Warrants, the U.S. federal income tax treatment of partners of the partnership will

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generally depend on the status of the partners and the activities of the partner and the partnership.

This discussion is based on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed U.S. Treasury regulations all as of the date hereof, changes to any of which subsequent to the date of this Annual Report may affect the tax consequences described in this Annual Report.  This discussion does not take into account potential suggested or proposed changes in such tax laws which may impact the discussion below and does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes.  Each of the foregoing is subject to change, potentially with retroactive effect.  The Company has not requested, and does not intend to request, a ruling from the U.S. Internal Revenue Service (IRS) relating to matters addressed below, and as a result, the IRS could disagree with portions of this discussion. Holders are urged to consult their tax advisors with respect to the application of U.S. federal tax laws to their particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.

THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY U.S. HOLDER OF ORDINARY SHARES. THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE TRITERRAS STOCK AND THE TRITERRAS WARRANTS.  EACH HOLDER OF TRITERRAS STOCK OR TRITERRAS WARRANTS IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

U.S. Holders

A “U.S. Holder” means a beneficial owner of Triterras Stock or Triterras Warrants, who or that is, for U.S. federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity classified as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust if: (i) a court within the United States can exercise primary supervision over the administration of the trust, and one or more U.S. persons have the authority to control all substantial decisions of the trust; or (ii) the trust has a valid election in place be treated as a U.S. person.

This summary does not address the U.S. federal income tax considerations with respect to holders other than U.S. Holders.

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Taxation of Distributions

Subject to the passive foreign investment company rules discussed below, a U.S. Holder generally will be required to include in gross income the amount of any distribution of cash or property paid on the Triterras Stock treated as a dividend. A cash or property distribution on such Triterras Stock generally will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of the Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles).

Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in such holder’s shares (but not below zero), and any excess will be treated as gain from the sale or exchange of such Triterras Stock as described below under “—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of the Triterras Stock and the Triterras Warrants.” It is not expected that the Company will determine earnings and profits in accordance with U.S. federal income tax principles. Therefore, U.S. Holders should expect that a distribution will be reported as a dividend for U.S. federal income tax purposes.

Any dividends received by a U.S. Holder (including any withheld taxes) will be includable in such U.S. Holder’s gross income as ordinary income on the day actually or constructively received by such U.S. Holder. Such dividends received by a corporate U.S. Holder will not be eligible for the dividends received deduction allowed to corporations under the Code.

With respect to non-corporate U.S. Holders, certain dividends received from a “qualified foreign corporation” may be subject to reduced rates of taxation.  A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States that the U.S. Treasury Department determines to be satisfactory for these purposes and that includes an exchange of information provision. A foreign corporation is also treated as a “qualified foreign corporation” with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. U.S. Treasury Department guidance indicates that the Ordinary Shares, which are listed on Nasdaq on the date of this Annual Report, will be readily tradable on an established securities market in the United States. However, our Ordinary Shares were delisted from Nasdaq. There can be no assurance that the Ordinary Shares will be considered readily tradable on an established securities market or that the Company will be eligible for the benefits of such an income tax treaty.  Accordingly, there can be no assurance that the Company will be treated as a “qualified foreign corporation.” Non-corporate U.S. Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of the Company’s status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property.  This disallowance applies even if the minimum holding period has been met. U.S. Holders should consult their own tax advisors regarding the application of these rules to their particular circumstances.

Non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from the Company if it is a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. As described more fully below under “—Passive Foreign Investment Company Rules,” the Company believes it was a PFIC for its taxable years

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ended February 28, 2021 and 2022.  Accordingly, any dividends paid in 2022 and 2023 (and possibly future years if we continue to be a PFIC) would not be eligible for reduced rates of taxation and will be taxed to a non-corporate U.S. Holder as ordinary income (see “—Passive Foreign Investment Company Rules” below).

The amount of any dividend paid in a currency other than the U.S. dollar will equal the U.S. dollar value of the foreign currency received calculated by reference to the exchange rate in effect on the date the dividend is received by a U.S. Holder, regardless of whether the foreign currency is converted into U.S. dollars. If the foreign currency received as a dividend is converted into U.S. dollars on the date it is received, the U.S. Holder generally will not be required to recognize foreign currency gain or loss in respect of the dividend income.  If the foreign currency received as a dividend is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt.  Any gain or loss realized on a subsequent conversion or other disposition of the foreign currency will be treated as U.S. source ordinary income or loss.

Adjustments to Conversion Rate of the Triterras Warrants

The terms of each Triterras Warrant provide for an adjustment to the number of Ordinary Shares for which the Triterras Warrant may be exercised in certain events.  An adjustment which has the effect of preventing dilution generally is not taxable.  A U.S. Holder of a Triterras Warrant would, however, be treated as receiving a constructive distribution from the Company if, for example, the adjustment increases the U.S. Holder’s proportionate interest in the Company’s assets or earnings and profits (e.g., through an increase in the number of Ordinary Shares that would be obtained upon exercise of such Triterras Warrant) as a result of a distribution of cash to the U.S. Holders of the Ordinary Shares which is taxable to the U.S. Holders of such shares as described under “—Taxation of Distributions” above.  Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holder of such Triterras Warrant received a cash distribution from the Company equal to the fair market value of such increased interest and would increase the U.S. Holder’s adjusted tax basis in its Triterras in its Triterras Warrants to the extent that such distribution is treated as a dividend.

Gain or Loss on Sale, Exchange, Redemption or Other Taxable Disposition of the Triterras Stock and the Triterras Warrants

Subject to the PFIC rules discussed below, upon a sale, exchange, redemption or other taxable disposition of the Triterras Stock and the Triterras Warrants, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the Triterras Stock or Triterras Warrants.

Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Triterras Stock or Triterras Warrants disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates.  The deductibility of capital losses is subject to limitations.

Exercise or Lapse of a Triterras Warrant

Subject to the PFIC rules and except as discussed below with respect to a cashless exercise of a Triterras Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of Ordinary Shares upon the exercise of a Triterras Warrant for cash. A U.S.

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holder’s tax basis in the Ordinary Shares received upon exercise of the Triterras Warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the Triterras Warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period for the Ordinary Shares received upon exercise of the Triterras Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the Triterras Warrant and will not include the period during which the U.S. Holder held the Triterras Warrant. For the material U.S. federal tax considerations relating to the ownership and disposition of the Ordinary Shares, see “—Taxation of Distributions” and “—Gain or Loss on Sale, Exchange, Redemption or Other Taxable Disposition of the Triterras Stock and the Triterras Warrants” above. If the Triterras Warrant is allowed to lapse unexercised a U.S. Holder generally would recognize capital loss equal to such holder’s tax basis in the lapsed warrant. In addition, the deductibility of capital losses is subject to certain limitations.

The tax consequences of a cashless exercise of a Triterras Warrant are not clear under current tax law.  Subject to the PFIC rules, a cashless exercise may be tax-free, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes.  In either tax-free situation, a U.S. Holder’s basis in the Ordinary Shares received would equal the U.S. Holder’s basis in the Triterras Warrants exercised therefore.  If the cashless exercise were treated as not being a gain realization event, a U.S. Holder’s holding period in the Ordinary Shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the Triterras Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Ordinary Shares would include the holding period of the Triterras Warrants exercised therefor. It is also possible that a cashless exercise of a Triterras Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized.  In such event, a U.S. Holder would recognize gain or loss with respect to the portion of the exercised Triterras Warrants treated as surrendered to pay the exercise price of the Triterras Warrants (the “surrendered Warrants”). Subject to the PFIC rules, the U.S. Holder would recognize capital gain or loss with respect to the surrendered Warrants in an amount generally equal to the difference between (i) the fair market value of the Ordinary Shares that would have been received with respect to the surrendered Warrants in a regular exercise of the Triterras Warrants and (ii) the sum of the U.S. Holder’s tax basis in the surrendered Warrants and the aggregate cash exercise price of such Triterras Warrants (if they had been exercised in a regular exercise).  In this case, a U.S. Holder’s tax basis in the Ordinary Shares received would equal the U.S. Holder’s tax basis in the Triterras Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered Warrants. A U.S. Holder’s holding period for the Ordinary Shares would commence on the date following the date of exercise (or possibly the date of exercise) of the Triterras Warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of Triterras Warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Triterras Warrants.

Passive Foreign Investment Company Rules

Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if we are treated as a PFIC for any taxable year during which the U.S. Holder holds the Triterras Stock or Triterras Warrants. A non-U.S. corporation, such as the Company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which, after applying

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certain look-through rules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, it will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation.

For our taxable year ended February 28, 2021 (the “2021 taxable year”), we intended to claim an exception from PFIC classification available to new companies, pursuant to which a foreign corporation will not be treated as a PFIC during its "start-up year." Under this exception, a foreign corporation will not be treated as a PFIC for the first taxable year the corporation has gross income, which we refer to as the "start-up year," if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. As of the close of our start-up year (i.e., the 2021 taxable year) the applicability of the start-up exception to us was uncertain and could not be known until after the close of the following two taxable years.  After the close of our taxable year ended February 28, 2022 (the “2022 taxable year”), based on the composition and estimated values of our assets and the nature of our income, we determined that we were in fact a PFIC for the 2022 taxable year. Therefore, the start-up year exception is not available for the 2021 taxable year and we believe that we were a PFIC for the 2022 taxable year as well. U.S. holders are encouraged to consult their tax advisors as a result of our PFIC status.

If we are a PFIC, as we believe we were in our 2021 and 2022 taxable years, for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Ordinary Shares or Triterras Warrants and, in the case of Ordinary Shares, the U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Ordinary Shares, a QEF election along with a purging election, or a mark-to-market election, each as described below, such holder generally will be subject to special rules for regular U.S. federal income tax purposes with respect to:

• any gain recognized by the U.S. Holder on the sale or other disposition of the Ordinary Shares or Triterras Warrants; and

• any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Ordinary Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Ordinary Shares).

Under these rules,

• the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares or Triterras Warrants;

• the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period

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in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

• the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

• the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.

In general, if we are a PFIC, as we believe we were in our 2021 and 2022 taxable years, a U.S. Holder may avoid the PFIC tax consequences described above in respect to Ordinary Shares by making a timely QEF election (or a QEF election along with a purging election). Pursuant to the QEF election, a U.S. Holder generally will be required to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends if we are treated as a PFIC for that taxable year. A U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

A U.S. Holder may not make a QEF election with respect to Triterras Warrants. As a result, if a U.S. Holder sells or otherwise disposes of a Triterras Warrant (other than upon exercise of such warrant), any gain recognized will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the U.S. Holder held the Triterras Warrants. If a U.S. Holder that exercises such Triterras Warrants properly makes a QEF election with respect to the newly acquired Ordinary Shares (or has previously made a QEF election with respect to our stock), the QEF election will apply to the newly acquired Ordinary Shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired Ordinary Shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the Triterras Warrants), unless the U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its Ordinary Shares acquired upon the exercise of the Triterras Warrants by the gain recognized and also will have a new holding period in Ordinary Shares for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the taxable year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS.

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In order to comply with the requirements of a QEF election, a U.S. Holder must receive certain information from us. Upon request from a U.S. Holder, we will endeavor to provide to the U.S. Holder no later than 90 days after the request such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided. Therefore, a U.S. Holder’s QEF election may not be effective. Any U.S. Holder wishing to make a QEF election should consult with its own tax advisor.

If a U.S. Holder has made a QEF election with respect to our Ordinary Shares, and the special PFIC tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a QEF election, along with a purge of the PFIC taint pursuant to a purging election, as described below), any gain recognized on the sale or other taxable disposition of our Ordinary Shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, for regular U.S. federal income tax purposes, U.S. Holders who have made a QEF election generally are currently taxed on their pro rata shares of the QEF’s earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income should not be taxable as a dividend to such U.S. Holders. The adjusted tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

Although a determination as to our PFIC status will be made annually, the initial determination that we are a PFIC generally will apply for subsequent years to a U.S. Holder who held Ordinary Shares or Triterras Warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) our Ordinary Shares, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such U.S. Holder will not be subject to the QEF inclusion regime with respect to such stock for any of our taxable years that end within or with a taxable year of the U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and during which the U.S. Holder holds (or is deemed to hold) our Ordinary Shares, the PFIC rules discussed above will continue to apply to such shares unless the holder files on a timely filed U.S. income tax return (including extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code any gain that the U.S. Holder would otherwise recognize if the U.S. Holder sold the Ordinary Shares for their fair market value on the “qualification date.” The qualification date is the first day of our tax year in which we qualify as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held our Ordinary Shares on the qualification date. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its Ordinary Shares by the amount of the gain recognized and will also have a new holding period in the Ordinary Shares for purposes of the PFIC rules.

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Alternatively, if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) our Ordinary Shares and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its Ordinary Shares, as long as such shares continue to be treated as marketable stock. Instead, in general, the U.S. Holder will include as ordinary income for each year that we are treated as a PFIC the excess, if any, of the fair market value of its Ordinary Shares at the end of its taxable year over the adjusted tax basis in its Ordinary Shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted tax basis of its Ordinary Shares over the fair market value of its Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s adjusted tax basis in its Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the Ordinary Shares in a taxable year in which we are treated as a PFIC will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants. Special tax rules may also apply if a U.S. Holder makes a mark-to-market election for a taxable year after the first taxable year in which the U.S. Holder holds (or is deemed to hold) its ordinary and for which we are determined to be a PFIC.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, which does not include the OTC market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Because our Ordinary Shares have been delisted from the Nasdaq Stock Exchange, such shares are not expected to be treated as marketable stock for purposes of the election. As previously disclosed, the Company intends to attempt to relist its Ordinary Shares on Nasdaq through Nasdaq’s ordinary listing process.  U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our Ordinary Shares under their particular circumstances.

If we are a PFIC, as we believe we were for our 2021 and 2022 taxable years, and, at any time, have a foreign subsidiary that is classified as a PFIC, a U.S. Holder of our Ordinary Shares should be deemed to own a portion of the shares of such lower-tier PFIC, and could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, or the U.S. Holder were otherwise deemed to have disposed of an interest in, the lower-tier PFIC. Upon request, we will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder no later than 90 days after the request the information that may be required to make or maintain a QEF election with respect to the lower- tier PFIC. However, we do not plan to make annual determinations or otherwise notify U.S. Holders of the status of any such lower-tier PFIC. There is also no assurance that we will be able to cause the lower-tier PFIC to provide the required information. A mark-to-market election generally would not be available with respect to such a lower-tier PFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.

A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder may have to file an IRS Form 8621 (whether or not a QEF election or mark-to-market election is or has been made) with such U.S. Holder’s U.S. federal income tax return and provide such other information as may be required by the U.S. Treasury Department.

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The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of Ordinary Shares or Triterras Warrants should consult their own tax advisors concerning the application of the PFIC rules to our stock and warrants under their particular circumstances.  

Tax Reporting and Backup Withholding

Individuals and certain domestic entities that are U.S. Holders will be required to report information with respect to such U.S. Holder’s investment in “specified foreign financial assets” on IRS Form 8938, subject to certain exceptions. An interest in the Company constitutes a specified foreign financial asset for these purposes. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties. U.S. Holders are urged to consult with their tax advisors regarding the foreign financial asset reporting obligations and their application to the Triterras Stock.

Dividend payments with respect to the Triterras Stock and proceeds from the sale, exchange, redemption or other disposition of the Triterras Stock or Triterras Warrants may be subject to information reporting to the IRS and possible U.S. backup withholding (currently at a rate of 24%). Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We are subject to certain of the informational filing requirements of the Exchange Act.  Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our equity securities. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.  However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm.  We will also furnish to the SEC, on Form 6-K, unaudited financial information with respect to our first two fiscal quarters. Information filed with or furnished to the SEC by us will

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be available on our website. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.

I. Subsidiary Information

Not applicable.

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Credit Risk

Credit risk is the risk of financial loss to us if a counterparty to a financial instrument fails to meet its contractual obligations. Where we facilitate trade and trade finance transactions, our exposure to credit risk is limited to the fees we earn on the transactions we facilitate. Where we provide direct financing, our exposure to credit risk is the amount of the financing provided to third parties and the related fees and interest earned.

To mitigate our exposure to credit risk we assess a borrower’s credit worthiness, establish credit limits and perform ongoing monitoring of credit limits.  For certain borrowers we may require insurance, pledged assets, parental guarantees or other similar measures to mitigate our exposure to credit risk.

As of February 28, 2022, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position.

Liquidity Risk

We are also exposed to liquidity risk, which is the risk that we will be unable to provide sufficient capital resources and liquidity to meet business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures as well as by ensuring that we have sufficient availability under trade financing facilities and receivables purchase agreements to meet our customers’ needs. When necessary, we will turn to other financial institutions and related parties to obtain short-term funding to cover any liquidity shortage. We monitor our liquidity risk and maintain a level of cash and cash equivalents deemed adequate by management to finance our operations and to mitigate the effects of fluctuations in cash flows.  See “Risk Factors – Our ability to access capital markets could be limited,” “Risk Factors – Our securities were delisted from Nasdaq, which has had, and may continue to have, a material adverse effect on our business and the trading and price of our securities” and “Operating and Financial Review and Prospects - Liquidity and capital resources” above.

Exchange Rate Risk

Our exposure to foreign currency risk is insignificant, as our income and expenses, assets and liabilities are substantially denominated in USD. The exposure is monitored on an ongoing basis and we endeavor to keep the net exposure limited.

Interest Rate Risk

At February 28, 2022, we did not have any significant exposure to interest rate risk as we had no loans or borrowings and insignificant finance income from cash and cash equivalents.

Commodity Price Risk

We do not have any significant exposure to commodity price risk, as the Kratos™ platform facilitates commodity trades and we do not enter into any trades as principal.

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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not Applicable.

B. Warrants and Rights

Not Applicable.

C. Other Securities

Not Applicable.

D. American Depositary Shares

Not Applicable.

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Part II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15. CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In connection with this Annual Report, management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of February 28, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation and in light of the SEC Statement, our Certifying Officers concluded that our disclosure controls and procedures are effective, as of February 28, 2022.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

B. Management’s Annual Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under Exchange Act. Our internal control system is designed to provide reasonable assurance as to the reliability of the published financial statements under applicable International Financial Reporting Standards. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurances concerning financial statement preparation and presentation. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting

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to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may decline.

As previously noted in this Annual Report on Form 20-F, our management assessed the effectiveness of our internal control over financial reporting as of February 28, 2021 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013) in the Internal Control-Integrated Framework. Based on its assessment and those criteria, our management identified the material weaknesses in our internal control over financial reporting described immediately below and therefore we determined that our internal control over financing reporting were not effective as of February 28, 2021.]

Material weakness relating to the Company’s ability to timely report financial information.

This material weakness is related to the Company’s process for selecting a registered public accounting firm as our auditor to perform the audit of our financial statements, principally the assessment of the auditor’s capabilities to perform the audit.  Our previous process for selecting a registered public accounting firm did not build in flexibility or contingency planning for selection and replacement of auditors based on auditor risk appetite and experience.  The Company remediated this material weakness by developing a framework for the selection and appointment process of external auditors and has appointed an audit firm with the requisite experience in financial technology and working with a foreign private issuer.

Material weakness relating to assessing complex accounting standards.

Our review controls over the evaluation of complex, non-routine financial instrument transactions, were not sufficient to detect the proper accounting and reporting of the Warrants previously issued by Netfin. The Company remediated this material weakness by providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The Company has also established a transaction and activity control where an accounting memorandum is prepared for all new business activities and transactions which documents the appropriate accounting and disclosure requirements for the new business activity or transaction.

Material weaknesses relating to (i) establishing an effective control environment over financial reporting, and (ii) designing and implementing an effective IT general control environment over revenue and the financial reporting systems.

These material weaknesses were the result of insufficient resources dedicated to developing adequate controls and processes necessary to comply with reporting and compliance requirements of IFRS and the SEC. The Company remediated this material weakness by implementing a number of measures including: (i) hiring sufficient resources and expertise to develop adequate internal controls and processes, and (ii) conducting training for its personnel with respect to IFRS and SEC financial reporting requirements.  The Company has further enhanced its control environment and its evaluation of internal controls with the appointment of an internal auditor.

Our Management has assessed the effectiveness of our internal control over financial reporting as of February 28, 2022. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013) in the Internal Control-Integrated Framework. Based on its assessment and those criteria, our

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management has not identified any weaknesses in our internal control over financial reporting and therefore determined that our internal control over financing reporting are effective as of February 28, 2022.

C. Attestation Report of The Registered Public Accounting Firm

This Annual Report does not include an attestation report of our independent registered public accounting firm as permitted in this transition period under the rules of the SEC for emerging growth companies.

D. Changes in Internal Controls

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year ended February 28, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting except that, in light of the material weaknesses previously identified for fiscal year ended February 28, 2021 in our internal control over financial reporting identified in this Annual Report, we have adopted a number of measures to remedy the underlying causes of the material weaknesses, as discussed under the heading “Controls and Procedures - Management’s Annual Report on Internal Controls Over Financial Reporting” above. We cannot guarantee that the measures we have taken or may take in the future will be sufficient to remediate our material weaknesses in internal control over financial reporting or that they will prevent or avoid potential future material weaknesses.

ITEM 16. RESERVED

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Mr. Kow serves as a financial expert on the audit committee and is deemed to be “independent” within the definition of “independence” published by Nasdaq. Although our securities were delisted from Nasdaq, we have opted to continue to comply with the Nasdaq Listing Rules with respect to the audit committee financial expert.

ITEM 16B. CODE OF ETHICS

The Company has adopted a Code of Business Conduct and Ethics that applies to its employees, officers, and directors. This includes the Company’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. On April 28, 2022, the Audit Committee of the Board approved amendments to its Code of Business Conduct and Ethics (as amended, the “Code of Ethics”) to, among other things, update certain procedures related to the application of the Code of Ethics and to improve the clarity of the Code of Ethics. The foregoing description of the Code is qualified in its entirety by reference to the full text of the Code of Ethics, a copy of which is available on our website at https://ir.triterras.com/corporate-governance/governance-documents. We intend to disclose on our website any future amendments of the Code of Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors from provisions in the Code of Ethics.

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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees paid to WWC, P.C. (“WWC”) for professional services rendered for the audit of the Company’s annual consolidated financial statements for the fiscal year ended February 28, 2019, February 29, 2020 and February 28, 2021 were $350,000, which was paid in fiscal year 2022 and $190,000 for the fiscal year ended February 28, 2022 audit which was paid in fiscal year 2023.

Audit Related Fees

Not applicable

Tax Fees

Not applicable

All Other Fees

No other fees were incurred or billed to us by our principal accountant for products and services other than those reported above under “Audit Fees” during the fiscal years ended February 28, 2019, February 29, 2020, February 28, 2021 and February 28, 2022.

Audit Committee’s Pre-approval Policies and Procedure

The policy of our audit committee is to pre-approve all audit and non-audit services provided by our independent auditor, including audit services, audit-related services, tax services and other services as described above. In accordance with this policy, all services performed by and fees paid to WWC were approved by the audit committee.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

.

127

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

The following table contains the Company’s purchases of equity securities in the fiscal year ended February 28, 2022.

Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(1)
February 1, 2021 to February 28, 2021		1,831,532	$	7.79		1,831,532	$	35,723,282
March 1, 2021 to March 31, 2021		3,679,543	$	7.29		3,679,543	$	8,882,755
April 1, 2021 to April 30, 2021		1,160,713	$	7.54		1,160,713	$	—
Total		6,671,788	$	7.48		6,671,788	$	—

(1) On January 18, 2021, the Company announced a share repurchase program (the “Share Repurchase Program”) for a total consideration of up to $50.0 million of its Ordinary Shares and it commenced the Share Repurchase Program on February 12, 2021. As of February 28, 2021, the Company had spent $14.3 million on repurchasing 1,831,532 ordinary shares at an average price per share of $7.79 per share and incurred commission costs of $37,000. On April 20, 2021, the Company completed the Share Repurchase Program, pursuant to which the Company spent a total of $49.9 million to repurchase 6,671,788 of its Ordinary Shares and in connection with which incurred commission fees of $133,000.

ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANTS.

On June 17, 2021, the Audit Committee approved the appointment of Nexia, an independent registered public accounting firm, as the Company’s principal accountant to audit the financial statements of the Company and its subsidiaries, effective as of June 16, 2021.

On December 14 and 15, 2021, the Company’s solicitors issued the Demand Letters to Nexia as a result of the failure to complete the Audit in a timely manner. Between December 16, 2021 and December 30, 2021, the Company initiated discussions with potential alternative independent public accounting firms, who then sought professional clearance from Nexia. On December 30, 2021, Nexia delivered letters to the Company’s Chief Executive Officer, Chief Financial Officer and the Chairman of the Audit Committee stating, among other things, that Nexia had ceased work and would like to withdraw as auditor as soon as was practicable. By December 30, 2021, Nexia did not complete the Audit or issue any report with respect to any of the Company’s financial statements.

On December 31, 2021, the Company appointed WWC as the Company’s principal accountant to audit the financial statements of the Company and its subsidiaries, effective immediately. On January 7, 2022, the Company filed a Report of Foreign Private Issuer on

128

Form 6-K (the “Initial Report”) reporting changes in the Company’s principal accountant. In the Initial Report, the Company disclosed its belief that, during the Company’s fiscal years ended February 28, 2021 and February 29, 2020, and any subsequent interim period prior to engaging Nexia, neither the Company nor anyone on its behalf consulted Nexia with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Nexia that Nexia concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 16F of Form 20-F, or a “reportable event,” as defined in Item 16F(a)(1)(v) of Form 20-F.

On January 11, 2022, Nexia furnished to the Company a letter addressed to the SEC regarding the statements made by the Company in the Initial Report.  In its letter, Nexia stated that (i) with respect to the statements in the Initial Report concerning entities other than Nexia, it had no basis to agree or disagree, and (ii) with respect to statements regarding Nexia, it agreed with the statements contained in the Initial Report, except that it disagreed with the Company’s statement that “the Company did not have disagreements with Nexia on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.” Nexia stated in its letter that “[d]uring the course of our audit, we had a disagreement with the Company on the auditing scope and procedures” and that “the disagreement related to the sufficiency of audit evidence over the validity of certain sales transactions and thereon the existence and valuation of trade receivables.” Nexia also noted that it was “authorized by the Company in a letter dated December 29, 2021, to respond fully and without limitation to the successor auditor WWC, P.C..”

Notwithstanding Nexia’s January 11, 2022 letter, the Company’s management and the Audit Committee of the Company’s board of directors continue to believe and assert that there was no disagreement with Nexia regarding audit scope or procedures because Nexia did not propose additional procedures or an expanded scope of work that would have facilitated the completion of Nexia’s audit. Further, the Company does not agree with Nexia’s characterizations related to “audit evidence.”

ITEM 16G. CORPORATE GOVERNANCE.

We elect to comply with Nasdaq listing rules with respect to corporate governance. Nasdaq Listing Rule 5615(a)(3) permits foreign private issuers like us to follow certain home country corporate governance practices in lieu of certain provisions of the Rule 5600 Series of the Nasdaq Rules. A foreign private issuer that elects to follow a home country practice instead of such provisions, must disclose in its annual reports each requirement that it does not follow and describe the home country practice followed by it.  Our current corporate governance practices do not differ from Nasdaq corporate governance requirements for U.S. companies.

In addition, we are a “controlled company” as defined under the Nasdaq Rules because Mr. Srinivas Koneru, who is our Executive Chairman and Chief Executive Officer, beneficially owns more than 50% of our total voting power. For so long as we remain a controlled company, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors

129

must be independent directors or that we have to establish a nominating committee and a compensation committee composed entirely of independent directors.

ITEM 16H. MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

130

PART III

ITEM 17 FINANCIAL STATEMENTS

See Item 18.

ITEM 18 FINANCIAL STATEMENTS

The consolidated financial statements of Triterras, Inc. are included at the end of this Annual Report

131

ITEM 19. EXHIBITS

Exhibit Index

Exhibit No.	Description
1.1*	Amended and Restated Memorandum and Articles of Association of Triterras, Inc., as amended
2.1	Specimen ordinary share certificate of Triterras, Inc.
2.2	Specimen warrant certificate of Triterras, Inc.
2.3	Warrant Agreement, dated July 30, 2019, by and between Netfin Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent
2.5*	Description Of Securities
4.1	Business Combination Agreement, dated as of July 29, 2020, as amended on August 28, 2020, by and among Netfin Acquisition Corp., Netfin Holdco, MVR Netfin LLC, Netfin Merger Sub, IKON and SSOL
4.2	Registration rights agreement, dated as of November 10, 2020, by and among Triterras, Inc., Netfin Acquisition Corp., MVR Netfin LLC, Symphonia Strategic Opportunities Limited, IKON Strategic Holdings Fund and certain other holders listed therein
4.3	Lock-Up Agreement by and among Triterras, Inc., Netfin Acquisition Corp., MVR Netfin LLC, IKON Strategic Holdings Fund and Symphonia Strategic Opportunities Limited
4.4+	Origination Agreement between Triterras Fintech Pte Ltd and Rhodium Resources Pte Ltd.
4.5	Service Agreement between Triterras Fintech Pte Ltd and Rhodium Resources Pte Ltd.
4.6	Service Agreement between Triterras Fintech Pte Ltd and Rhodium Resources USA, Inc.
4.7	Service Agreement between Triterras Fintech Pte Ltd and Rhodium Europe Limited.
4.8	Service Agreement between Triterras Fintech Pte Ltd and Triterras Asia Pte. Ltd.
4.9	Employment Agreement, dated November 11, 2020 between Triterras Fintech Pte Ltd and Srinivas Koneru.
4.10	Letter Agreement, dated July 30, 2019, by and among Netfin Acquisition Corp., its executive officers, its directors and MVR Netfin LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Netfin Acquisition Corp. filed August 2, 2019 (file no. 001-39008)).
4.11	Share Purchase Agreement, dated May 17, 2021, by and among Triterras Fintech Pte Limited and the individuals listed in Schedule 1 thereto as sellers.
4.12	Stipulation and Agreement of Settlement, dated April 27, 2022, by and among (i) John A. Erlandson and James Ian Norris, and (ii) Triterras, Inc., Netfin Acquisition Corp., Triterras Fintech Pte. Ltd., MVR Netfin LLC, Richard Maurer, Marat Rosenberg, Vadim Komissarov, Gerald Pascale, Srinivas Koneru, James H. Groh, Alvin Tan, John A. Galani, Matthew Richards, Vanessa Slowey, and Kenneth Stratton.
4.13*	Addendum No. 1 of the Share Purchase Agreement, dated May 17, 2021, by and among Triterras Fintech Pte Limited and the individuals listed in Schedule 1 thereto as sellers.
8.1*	List of subsidiaries of the Registrant
11.1*	Code of Ethics of the Registrant
12.1*	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted by Section 302 of the of the Sarbanes-Oxley Act of 2002
12.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted by Section 302 of the of the Sarbanes-Oxley Act of 2002
13.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following financial statements from the Company’s Annual Report on Form 20-F formatted in Inline XBRL: (i) Consolidated Statements of Financial Position, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, (v) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104*	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

132

* Filed herewith

** Furnished herewith

+ Certain portions of the exhibit have been omitted in accordance with the Securities and Exchange Commission’s rules and regulations regarding confidential treatment.

133

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

		TRITERRAS, INC.
June 28, 2022	By:	/s/ Srinivas Koneru
	Name:	Srinivas Koneru
	Title:	Director, Executive Chairman
	and Chief Executive Officer

134

Triterras, Inc.

Index To Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Financial Position	F-3
Consolidated Statements of Comprehensive Income	F-4
Consolidated Statements of Changes in Equity	F-5
Consolidated Statements of Cash Flows	F-7
Notes to the Consolidated Financial Statements	F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:The Board of Directors and Stockholders of

Triterras, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Triterras, Inc. (the Company) as of February 28, 2022 and 2021, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended February 28, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended February 28, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

WWC, P.C.

Certified Public Accountants

PCAOB ID No.1171

We have served as the Company’s auditor since December 31, 2021.

San Mateo, California

June 28, 2022

F-2

Triterras, Inc.

Consolidated Financial Statements

Triterras, Inc.

and subsidiaries

Consolidated Financial Statements

Consolidated statements of financial position

	Note		As of February 28, 2022			As of February 28, 2021
			US$			US$
Assets
Property, plant and equipment		4		1,929,664			1,527,260
Intangible assets		5		16,109,090			7,903,840
Goodwill		6		4,630,870			—
Contract costs		7		—			2,773,611
Other investments		8		25,142,783			—
Non-current assets				47,812,407			12,204,711
Trade receivables		9		43,850,652			22,853,115
Loan receivables		10		4,655,371			—
Other current assets		11		5,381,546			3,410,526
Current tax assets				251,067			—
Cash and cash equivalents		12		68,809,057			134,025,561
Restricted cash		12		—			35,686,643
Current assets				122,947,693			195,975,845
Total assets				170,760,100			208,180,556
Equity
Share capital		13		8,320			8,320
Additional paid-in capital				172,290,724			172,290,724
Treasury shares	14			(49,866,509	)		(14,276,718	)
Translation reserve				(282	)		—
Retained earnings/(Accumulated losses)				21,909,880			(11,517,139	)
Equity attributable to owners of the Company				144,342,133			146,505,187
Non-controlling interests				(3,490	)		—
Total equity				144,338,643			146,505,187
Liabilities
Lease liabilities		15		1,194,027			868,536
Deferred tax liabilities		16		2,764,901			1,714,928
Other payables		17		1,067,321			—
Non-current liabilities				5,026,249			2,583,464
Other payables		17		17,770,448			8,668,641
Contract liabilities		20		60,000			49,124
Lease liabilities		15		344,781			260,429
Deferred income		18		180,838			75,848
Current tax payable				—			6,226,065
Warrants liabilities		19		3,039,141			43,811,798
Current liabilities				21,395,208			59,091,905
Total liabilities				26,421,457			61,675,369
Total equity and liabilities				170,760,100			208,180,556

The accompanying notes form an integral part of these financial statements.

F-3

Triterras, Inc.

Consolidated Financial Statements

Consolidated statements of comprehensive income

	Note		Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
			US$			US$			US$
Revenue
- Platform fees				38,086,928			55,473,725			16,898,178
- Trade marketplace				18,592,825			—			—
		20		56,679,753			55,473,725			16,898,178
Cost of revenue
- Platform fees				(2,900,195	)		(4,356,996	)		(112,803	)
- Trade marketplace				(18,272,140	)
				(21,172,335	)		(4,356,996	)		(112,803	)
Marketing and sales		22		(1,854,577	)		(4,342,591	)		(21,241	)
General and administrative				(31,158,789	)		(14,382,806	)		(1,406,087	)
Impairment - trade and loan receivables	9, 10			(6,789,320	)		(3,925,335	)		(183,232	)
Impairment - intangible assets		5		—			(1,907,503	)		—
Impairment - contract costs		7		(1,496,501	)		(1,100,000	)		—
Total expenses				(41,299,187	)		(25,658,235	)		(1,610,560	)
Results from operating activities				(5,791,769	)		25,458,494			15,174,815
Other income				63,489			113,456			—
Change in fair value of warrant liabilities		19		40,772,657			26,111,685			—
Unrealised gain on other investments				142,783			—			—
Finance income				11,609			48,011			1,342
Finance costs				(636,679	)		(130,490	)		(2,817	)
Net finance costs		24		(625,070	)		(82,479	)		(1,475	)
Profit before income tax				34,562,090			51,601,156			15,173,340
Income tax expense		25		(1,138,561	)		(6,348,444	)		(1,592,549	)
Profit for the year				33,423,529			45,252,712			13,580,791
Other comprehensive income
Foreign operations - foreign currency translation differences				(282	)		—			—
Total comprehensive income for the year				33,423,247			45,252,712			13,580,791
Profit attributable to:
Owners of the Company				33,427,019			45,252,712			13,580,791
Non-controlling interests				(3,490	)		—			—
				33,423,529			45,252,712			13,580,791
Earnings per share attributable to equity holders of the Company
-Basic and diluted		27		0.44			0.74			4.07

The accompanying notes form an integral part of these financial statements.

F-4

Triterras, Inc.

Consolidated Financial Statements

Consolidated statements of changes in equity

	Note	Ordinary shares			Additional paid-in capital			Treasury shares			(Accumulated loss)/ Retained earnings			Total Equity
		US$			US$			US$			US$			US$
At February 29, 2020			5,000,100			—			—			11,369,284			16,369,384
Issuance of shares pursuant to reverse recapitalisation			3,158			182,787,409			—			(8,712,337	)		174,078,230
Warrant liabilities assumed pursuant to reverse    recapitalisation			—			(10,496,685	)	–				(59,426,798	)		(69,923,483	)
Restructuring adjustment for acquisition of subsidiary    corporation pursuant to reverse recapitalisation			(4,994,938	)	–			–				—			(4,994,938	)
Contributions by owner
Acquisition of treasury shares			—			—			(14,276,718	)		—			(14,276,718	)
Total transactions with owner			—			—			(14,276,718	)		—			(14,276,718	)
At February 28, 2021			8,320			172,290,724			(14,276,718	)		(11,517,139	)		146,505,187

The accompanying notes form an integral part of these financial statements.

F-5

Triterras, Inc.

Consolidated Financial Statements

Consolidated statements of changes in equity - continued

	Note	Ordinary shares		Additional paid-in capital		Treasury shares			(Accumulated loss)/ Retained earnings			Translation reserve			Non-controlling interests			Total Equity
		US$		US$		US$			US$			US$			US$			US$
At February 28, 2021			8,320		172,290,724		(14,276,718	)		(11,517,139	)		—			—			146,505,187
Total comprehensive income for the year
Profit for the year			—		—		—			33,427,019			—			(3,490	)		33,423,529
Other comprehensive income for the year			—		—		—			—			(282	)		—			(282	)
Total comprehensive income for the year			—		—		—			33,427,019			(282	)		(3,490	)		33,423,247
Transactions with owner, recognised directly    in equity
Contributions by owner
Acquisition of treasury shares			—		—		(35,589,791	)		—			—			—			(35,589,791	)
Total transactions with owner			—		—		(35,589,791	)		—			—			—			(35,589,791	)
At February 28, 2022			8,320		172,290,724		(49,866,509	)		21,909,880			(282	)		(3,490	)		144,338,643

The accompanying notes form an integral part of these financial statements.

F-6

Triterras, Inc.

Consolidated Financial Statements

Consolidated statements of cash flows

	Note		Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
			US$			US$			US$
Cash flows from operating activities
Profit for the year				33,423,529			45,252,712			13,580,791
Adjustments for:
Finance costs		24		636,679			130,490			2,817
Depreciation		4		605,424			147,295			1,284
Loss on disposal of property, plant and equipment				8,825			—			—
Amortisation of intangible assets		5		1,663,284			141,644			9,172
Amortisation of contract costs		7		1,277,110			1,153,831			—
Impairment loss on trade receivables				6,789,129			3,925,335			183,232
Impairment loss on intangible assets				—			1,907,503			—
Impairment loss on contract costs				1,496,501			1,100,000			—
Income tax expense		25		1,138,561			6,348,444			1,592,549
Change in fair value of warrant liabilities				(40,772,657	)		(26,111,685	)		—
Unrealised gain on other investments				(142,783	)		—			—
				6,123,602			33,995,569			15,369,845
Trade receivables				(27,786,666	)		(15,304,401	)		(13,578,288	)
Loan receivables				(4,495,915	)		—			—
Other current assets				(1,857,561	)		645,662			(2,528,534	)
Other payables				5,969,056			10,357,419			929,921
Contract liabilities				10,876			(48,418	)		97,542
Deferred income				104,990			75,848			—
Cash (used in)/generated from operations				(21,931,618	)		29,721,679			290,486
Contract costs paid				—			(5,350,000	)		—
Income tax paid				(6,647,512	)		—			—
Finance costs paid				(54,627	)		(130,490	)		(2,817	)
Net cash (used in)/generated from operating activities				(28,633,757	)		24,241,189			287,669
Cash flows from investing activities
Acquisition of plant and equipment				(257,024	)		(443,680	)		—
Development expenditure				(7,273,566	)		(8,932,010	)		(115,149	)
Acquisition of subsidiary, net of cash acquired				(3,827,377	)		—			—
Acquisition of other investments				(25,000,000	)		—			—
Net cash used in investing activities				(36,357,967	)		(9,375,690	)		(115,149	)
Cash flows from financing activities
Proceeds from issuance of ordinary shares				—			3,158			5,000,000
Proceeds from capitalisation of Netfin shares,    net of redemptions and issuance costs				—			99,156,651			—
Proceeds from warrants assumed				—			69,923,483
Repurchase of own shares				(35,589,791	)		(14,276,718	)		—
Repayment of loans and borrowings				—			—			(5,010,000	)
Lease payment				(321,632	)		(100,411	)		—
Finance costs paid				—			(24,756	)		—
Net cash generated (used in)/from financing activities				(35,911,423	)		154,681,407			(10,000	)
Net (decrease)/increase in cash and cash equivalents				(100,903,147	)		169,546,906			162,520
Cash and cash equivalents at beginning of the year				134,025,561			165,298			2,778
Restricted cash decrease/(increase)				35,686,643			(35,686,643	)		—
Cash and cash equivalents at end of the year		13		68,809,057			134,025,561			165,298

F-7

Triterras, Inc.

Consolidated Financial Statements

Reconciliation of movements of liabilities to cash flows arising from financing activities

	Lease liabilities
	US$
Balance as of March 1, 2020		—
Changes from financing cash flow
Lease payment		(100,411	)
Finance costs paid		(24,756	)
Total changes from financing cash flow		(125,167	)
Other changes
New leases		1,254,132
Total other changes		1,254,132
Balance as of February 28, 2021		1,128,965
Changes from financing cash flow
Lease payment		(321,633	)
Interest paid		72,445
Total changes from financing cash flow		(249,188	)
Other changes
New leases		659,031
Total other changes		659,031
Balance as of February 28, 2022		1,538,808

Significant non-cash transactions

There were no non-cash transactions during the year. During the year ended February 28, 2021, the Group entered into the following significant non-cash transactions:

• Offsetting arrangement with a related corporation for non-trade balances amounting to $1,604,799 (2020: $76,906).

• Offsetting arrangement with its external customers for trade balances amounting to US$1,501,007 (2020: zero).

Supplemental disclosure of non-cash investing and financing activities

In prior financial year, initial value of warrant liabilities assumed pursuant to the Business Combination amounted to US$69,923,483.

The accompanying notes form an integral part of these financial statements.

F-8

Triterras, Inc.

Consolidated Financial Statements

Notes to the consolidated financial statements

These notes form an integral part of the financial statements.

1 Overview of the Company

Triterras, Inc. (the “Company”), incorporated in the Cayman Islands, is the common parent company of a group of companies and the principal activities of the Company and its subsidiaries (the “Group”) are those relating to financial technology platform solutions using innovative blockchain-enabled technology which facilitate trading and trade finance for small and medium sized enterprises.  

The Company’s immediate holding company as of February 28, 2022 is Symphonia Strategic Opportunities Limited, a company incorporated in Mauritius. Symphonia Strategic Opportunities is fully owned by an individual shareholder.

The registered office of the Company is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

2 Basis of preparation

2.1 Basis of compilation

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The financial statements were approved for issuance by the Company’s Board of Directors on June 28, 2022.

2.2 Business combination

While Holdco is the legal acquirer of both Netfin and TFPL, TFPL has been identified as the accounting acquirer of Netfin for accounting purposes. This determination was primarily based on TFPL comprising the ongoing operations of the combined company, TFPL senior management comprising the senior management of the combined company, and the former owners and management of TFPL having control of the Board of Directors following the consummation of the business combination by virtue of being able to appoint a majority of the directors of the combined company. As Netfin does not meet the definition of a business as defined in IFRS 3 — Business Combinations (“IFRS 3”), the acquisition is not within the scope of IFRS 3 and is accounted for as a share-based payment transaction in accordance with IFRS 2 — Share-based Payments (“IFRS 2”). Hence, the business combination will be accounted for as the continuance of TFPL with recognition of the identifiable assets acquired and the liabilities assumed of Netfin at fair value. Operations prior to the business combination will be those of TFPL from an accounting point of view.

Under IFRS 2, the business combination is measured at the fair value of the ordinary shares deemed to have been issued by TFPL for the ownership interest in Holdco to be the same as if the transaction had taken the legal form of TFPL acquiring 100% of Netfin. The difference between the fair value of the ordinary shares deemed to have been issued by TFPL and the fair value of Netfin’s identifiable net assets acquired represents a transaction cost and will be expensed as a charge to income.

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Consolidated Financial Statements

TFPL has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

• The Sellers, who comprise all of TFPL’s shareholders, will have the largest ownership interest and voting interest in Holdco after the closing date with approximately 62% ownership voting interest;

• Holdco’s board of directors after the business combination will initially consist of seven directors; five of whom will initially be appointed by the Sellers and two of whom will initially be appointed by Netfin; and

• TFPL represents the larger entity, in terms of both revenue and total assets.

Other factors were considered, including composition of management, purpose and intent of the business combination and the location of the combined company’s headquarters, noting that the preponderance of evidence as described above is indicative that TFPL is the accounting acquirer in the business combination.

No goodwill or other intangible assets will be recorded by TFPL in connection with the acquisition.  All direct costs of the business combination will be expensed.

The shares and net profit or loss per common share, prior to the business combination, have been adjusted as shares reflecting the exchange ratio established in the business combination.

2.3 Basis of measurement

The financial statements have been prepared on the historical cost basis.

2.4 Functional and presentation currency

These financial statements are presented in United States dollars (US$), which is the Company’s functional currency.  

2.5 Use of estimates and judgements

The preparation of the financial statements 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.

Estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Information about estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

• Note 5 – Impairment test of intangible assets: key assumptions underlying recoverable amounts, including the recoverability of development costs;

• Note 7 – Impairment test of contract costs: key assumptions underlying achievement of the volume of customer referrals;

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Consolidated Financial Statements

• Note 9 and 10 – Measurement of Expected Credit Loss (“ECL”) allowance for trade and loan receivables based on key assumptions such as Probability of Default (“PD”) and Loss Given Default (“LGD”) and forward-looking macroeconomic factors.

• Note 15 – Lease term: Whether the Group is reasonably certain to exercise extension options; and

• Note 25 – Uncertain tax treatments.

3 Significant accounting policies

The accounting policies set out below have been applied consistently by the Group to the periods presented in these financial statements.

3.1 Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Losses applicable to the Non-controlling interests (“NCI”) in a subsidiary are allocated to the NCI even if doing so causes the NCI to have a deficit balance.

3.2 Foreign currencies

Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the date of the transactions.  Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are translated to the functional currency at the exchange rate on that date.  The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined.  Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction.  Foreign currency differences arising on translation are recognised in profit or loss.

3.3 Financial instruments

(i) Recognition and initial measurement

Non-derivative financial assets and financial liabilities

Trade and loan receivables, as well as debt investments issued are initially recognised when they are originated.  All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

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Consolidated Financial Statements

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(ii) Classification and subsequent measurement

Non-derivative financial assets

On initial recognition, a financial asset is classified as measured at amortized cost.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

Financial assets at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as of FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets: Business model assessment

The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management.  The information considered includes:

• the stated policies and objectives for the portfolio and the operation of those policies in practice.  These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

• how the performance of the portfolio is evaluated and reported to the Group’s management;

• the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

• how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

• the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets.

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Consolidated Financial Statements

Financial assets that are held-for-trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Non-derivative financial assets: Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition.  ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g., liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument.  This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.  In making this assessment, the Group considers:

• contingent events that would change the amount or timing of cash flows;

• terms that may adjust the contractual coupon rate, including variable rate features;

• prepayment and extension features; and

• terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract.  Additionally, for a financial asset acquired at a significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

Non-derivative financial assets: Subsequent measurement and gains and losses

Financial assets at amortized cost

These assets are subsequently measured at amortized cost using the effective interest method.  The amortized cost is reduced by impairment losses.  Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss.  Any gain or loss on derecognition is recognised in profit or loss.

Non-derivative financial liabilities: Classification, subsequent measurement and gains and losses

The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated.  Financial liabilities for contingent consideration payable in a business combination are recognised at the acquisition date.  All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

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Consolidated Financial Statements

The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs.  Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

(iii) Derecognition

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets.  In these cases, the transferred assets are not derecognised.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.  The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

(iv) Offsetting

Financial assets and financial liabilities are off-set and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

3.4 Impairment

(i) Non-derivative financial assets

The Group recognizes loss allowances for ECLs on financial assets measured at amortized cost.

Simplified approach

The Group applies the simplified approach to providing for expected credit losses, which permits the use of the lifetime expected loss provision for all trade receivables. In calculating the expected credit loss rates for trade receivables, the Group considers loss rates for each category of aging bracket of buyers and adjusts for forward looking macroeconomic data.

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Consolidated Financial Statements

General approach

The Group applies the general approach to provide for ECLs on all other financial instruments and FGC (Financial Guarantee Contract). Under the general approach, the loss allowance is measured at an amount equal to 12-month ECLs at initial recognition.

At each reporting date, the Group assesses whether the credit risk of a financial instrument has increased significantly since initial recognition. When credit risk has increased significantly since initial recognition, loss allowance is measured at an amount equal to lifetime ECLs.

When determining whether the credit risk of financial assets have increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment that includes forward-looking information.

Measurement of ECLs

The Group decided to assess the Expected Credit Loss (‘ECL’) of the financial asset at amortized cost or fair value through other comprehensive income (‘FVOCI’) based on the discounted product of exposure at default (‘EAD’), probability of default (‘PD’) and loss given default (‘LGD’) as defined below:

• EAD is based on the trade and loan receivable amounts that the Group expects to be owed at the time of default. This represents the carrying value of the trade and loan receivable.

• PD represents the likelihood of a buyer defaulting on its financial obligation, either over the next 12 months or over the remaining lifetime of the obligation.

• LGD represents the Group’s expectation of the extent of loss on a defaulted exposure. LGD is expressed as a percentage loss per unit of exposure at the time of default.

The ECL is computed by multiplying EAD, PD, LGD for each category. The PD and LGD are developed by utilizing historical default studies and publicly available data.

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

• significant financial difficulty of the borrower or issuer;

• a breach of contract such as a default after negotiation;

• the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; or

• it is probable that the borrower will enter bankruptcy or other financial reorganisation.

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Consolidated Financial Statements

Presentation of allowance for ECLs in the statement of financial position

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of these assets.

Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery.  This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.  However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

(ii) Non-financial assets

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment.  If any such indication exists, then the asset’s recoverable amount is estimated.  An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.  For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.  Impairment losses are recognised in profit or loss.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.  An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.  An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

3.5 Share capital

Ordinary shares

Ordinary shares are classified as equity.  Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Preference share capital

The Group’s redeemable preference shares are classified as financial liabilities, because they bear non-discretionary dividends and are redeemable in cash by the holders. Non-discretionary dividends thereon are recognised as interest expense in profit or loss as accrued.

Non-redeemable preference shares are classified as equity, because they bear discretionary dividends, do not contain any obligations to deliver cash or other financial assets and do not require settlement in a variable number of the Group’s equity instruments. Discretionary dividends thereon are recognised as equity distributions on approval by the Company’s shareholders.

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Consolidated Financial Statements

Repurchase and reissue of ordinary shares (treasury shares)

When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.

3.6 Government grants

Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.

Government grants receivable are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income.

3.7 Revenue

Platform service fees

Trade and Trade Finance Module – Overview

The Group provides a platform which helps to facilitate trading and trade finance. In accordance with IFRS 15 Revenue from Contracts with Customers, revenue from platform service fees is recognised when the Group satisfies a performance obligation (“PO”) by transferring a promised goods or service to a customer via its platform for each individual module. Service provided in each module is identified as a separate performance obligation as they are separately identifiable, distinct and not interdependent. The fee charged for each performance obligation is separately determined as a percentage of the trade or financing amount. The fulfilment of a single performance obligation and the amount of revenue is recognised at a point in time upon the completion of the service.

Trade Discovery sub-module

The “Trade Discovery” sub-module covers the facilitation of trades, allowing users to find counterparties and transactions on the platform, create buy or sell orders and enter into sales agreements. The identified PO of the Group is the facilitation of the trade on the platform. The transaction price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for the service of completing the facilitation of a trade. The transaction price is determined based on a fixed percentage of trade transaction value. As stated in the contract with the customer, the Group is only entitled to the consideration upon completion of a trade as acknowledged by both buyers and sellers on the platform. As such, revenue is recognised at a point in time where consummated trades were acknowledged on the platform by buyers and sellers i.e., fulfilment of the performance obligation.

Trade Finance sub-module

The “Trade Finance” sub-module is used by the lenders or financial institutions to receive funding requests and to provide funding to borrowers. The identified PO of the Group is the facilitation of the completion of a trade financing process. The transaction price is the amount of consideration in the contract to which the Group expects to be entitled for facilitating the completion of a trade financing. The transaction price is determined based on a fixed percentage fee of the amount

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Consolidated Financial Statements

financed by the lenders. As stated in the contract with the customer, the Group is only entitled to the consideration upon completion of a trade financing where the lender has disbursed the loan funding to the borrower as acknowledged by the borrower on the platform. As such, revenue is recognized at the point in time when the borrower has acknowledged on the platform the receipt of loan funding.

License fees

The Group enters into fixed price contracts with customers to provide access to its platform over a period of 12 months. In accordance with IFRS 15 Revenue from Contracts with Customers, revenue from these license fees is recognised when the Group satisfies the performance obligation (PO) by granting platform access to the customer. The amount of revenue recognised is the amount of the transaction price allocated to the satisfied PO.

The transaction price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for granting platform access to the customers.

License fee revenue is non- refundable and is recognised equally over the course of 12 months, in line with the period of access granted on the platform, reflecting the progress towards complete satisfaction of that PO.

Financing fee

Financing fee is generated through a fee charged on provisioning of loans advances through supply chain financing, invoice discounting and e-commerce finance arrangements. Financing fees are agreed upon signing of sales contracts.

Financing fee is recognised in profit or loss using the effective interest method, over the period of the financing tenure during which the service is provided. The identified PO of the Group is the disbursement of loan advances. Transaction price is determined based on the fee and facility amount agreed in the sales contracts.

Trade marketplace

The platform connects trade participants and offer a range of trade financial solutions. Sales and purchase contracts are entered respectively with the suppliers and buyers. The Group acts as an intermediary between the suppliers and buyers and is treated as a principal in the trade to provide extended credit terms at a fee as agreed in the contract to the customers.

Revenue is recognised at the point in time when the Group satisfies the PO by ensuring the shipping documents (i.e. bill of lading) have been transferred to the customers. Each completed trade constitutes a single performance obligation, as the Group acts as an intermediary between suppliers and its pre-determined buyers. Transaction price is determined based on the quantity and price as agreed in the contract.

Contract liabilities

Advances are collected from customers upon entering into the sales agreement. These advances are non-refundable and are separately recorded as contract liabilities and will be utilised to offset against fee collection on future completed trade transactions on the platform.

3.8 Employee benefits

(i) Short-term employee benefits

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Consolidated Financial Statements

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(ii) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

3.9 Cost of revenue

Cost of revenue comprise of costs for platform fees and trade marketplace. Platform fees consists of primarily of expenses associated with delivery of the IT platform and services. Trade marketplace costs relate to costs of goods purchased in the “Trade Marketplace” sub-module of the Kratos platform.

3.10 Marketing and sales

Marketing and sales comprise of marketing and promotional expenditures, consultancy services relating to business development and amortisation of contract costs.

3.11 General and administrative

General and administrative costs mainly comprise of management fees, legal fees and provision for litigation costs, professional fees, consultancy fees, staff cost and depreciation of right-of-use assets.

3.12 Finance costs

Finance costs comprise interest expense and bank charges.

Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.

3.13 Tax

Tax expense comprises current and deferred tax.  Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.  

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.  Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future.

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Consolidated Financial Statements

The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.  Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised.  Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due.  New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

3.14 Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

Cost may also include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.  Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

(ii) Subsequent costs

The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably.  The carrying amount of the replaced component is derecognised.  The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is based on the cost of an asset less its residual value.  Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.

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Consolidated Financial Statements

Depreciation is recognised as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment, unless it is included in the carrying amount of another asset.  Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term.  Freehold land is not depreciated.

Depreciation is recognised from the date that the property, plant and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.

The estimated useful lives for the current and comparative years are as follows:

• Office equipment3 years

• Fixtures and fittings3 years

• Motor vehicles10 years

• Right-of-use assetsOver the lease term

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.

3.15 Intangible assets

(i) Research and development costs

Expenditure on research activities is recognised in profit or loss as incurred.

Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable from license and platform fee charges to platform users and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

(iii) Amortisation

Amortisation is calculated based on the cost of the asset, less its residual value.

Amortisation is recognised in cost of revenue in profit or loss statement on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative years are as follows:

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Consolidated Financial Statements

• IT platform 10 years

• Software 5 years

• License 5 years

• Business relationships 10 years

• Brand name 10 years

3.16 Operating segment and geographic information

An operating segment is a component of an entity:

• that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity);

• whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and

• for which discrete financial information is available.

The Group has identified one operating segment i.e., “trading platform business”.

The assessment of reportable segments is based upon having similar economic characteristics and if the operating segments are similar in the following respects:

• the nature of the products and services;

• the nature of the production processes;

• the type or class of customer for their products and services;

• the methods used to distribute their products or provide their services; and

• if applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.

Reportable segments are distinguished due to their differences in their operations and economics. They are managed separately because they require different business, technological, and marketing strategies.

The Group’s CEO is considered to be the Group’s Chief Operating Decision Maker (“CODM”). The CODM reviews non-financial information, for purposes of allocating resources. Based on the internal financial information provided to the CODM, the Group has determined that the identified operating segment as one reportable segment.

The CODM evaluates the assets and liabilities despite disaggregated financial information being available, the accounting policies used in the determination of the segment amounts are the same as those used in the preparation of the Group’s financial statements.

3.17 Leases

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Triterras, Inc.

Consolidated Financial Statements

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

(i) As a lessee

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

• Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as of the commencement date;

• amounts expected to be payable under a residual value guarantee; and

• the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortized 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, if there is a change in the Group’s estimate of the amount expected to be payable under a

F-23

Triterras, Inc.

Consolidated Financial Statements

residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets that do not meet the definition of investment property in ‘property, plant and equipment’.

Short-term leases and leases of low-value assets

The Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

3.18 Contract costs

Sales commission directly attributable to obtaining and fulfilling a customer’s contract are capitalised in the statement of financial position and amortized as marketing and sales expenses over the contract period or expected customer relationship period as the Group expects to recover these costs.

The contract period or expected customer relationship period is typically 3 years.

Capitalised contract costs are included under non-current assets.

3.19 Earnings per share

The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees (if any).

3.20 New standards and interpretations not adopted

A number of new standards, interpretations and amendments to standards are effective for annual periods beginning after March 1, 2021 and earlier application is permitted; however, the Group has not early adopted the new or amended standards and interpretations in preparing these financial statements.

The following new and amended standards are not expected to have a significant impact on the Group’s consolidated financial statements:

• COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16).

• Annual Improvements to IFRS Standards 2018–2020.

• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16).

F-24

Triterras, Inc.

Consolidated Financial Statements

• Reference to Conceptual Framework (Amendments to IFRS 3).

• Classification of Liabilities as Current or Non-current (Amendments to IAS 1).

• IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts.

• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2).

• Definition of Accounting Estimates (Amendments to IAS 8).

The new and amended accounting Standards and Interpretations listed above are not mandatory for the year ended February 28, 2022 reporting periods and have not been early adopted by the Group. These are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

4 Property, plant and equipment

	Office equipment			Fixtures and fittings		Motor vehicles		Right-of- use assets		Total
	US$			US$		US$		US$		US$
Cost
As of February 29, 2020		3,854									3,854
Additions		28,918			258,360		156,402		1,229,376		1,673,056
As of February 28, 2021		32,772			258,360		156,402		1,229,376		1,676,910
Additions		76,054			180,970		—		759,629		1,016,653
Disposals		(15,208	)		—		—		—		(15,208	)
As of February 28, 2022		93,618			439,330		156,402		1,989,005		2,678,355
Accumulated depreciation
As of February 29, 2020		2,355			—		—		—		2,355
Depreciation for the year		4,315			3,589		23,460		115,931		147,295
As of February 28, 2021		6,670			3,589		23,460		115,931		149,650
Depreciation for the year		29,050			122,774		46,921		406,679		605,424
Disposals		(6,383	)		—		—		—		(6,383	)
As of February 28, 2022		29,337			126,363		70,381		522,610		748,691
Carrying amounts
As of February 28, 2021		26,102			254,771		132,942		1,113,445		1,527,260
As of February 28, 2022		64,281			312,967		86,021		1,466,395		1,929,664

Property, plant and equipment include right-of-use assets of US$1,466,395 (2021: US$1,113,445) and corresponding lease liabilities of US$1,538,808 (2021: US$1,128,965) related to rental of its office premises for the financial year ended February 28, 2022.

F-25

Triterras, Inc.

Consolidated Financial statements

5 Intangible assets

	IT platform		Software		License		Business relationships		Brand name		Development costs			Total
	US$		US$		US$		US$		US$		US$			US$
Cost
As of February 29, 2020		300,149		—		—		—		—		—			300,149
Additions		9,457,562		—		—		—		—		204,448			9,662,010
Reclassification to IT platform		186,317		—		—		—		—		(186,317	)		—
As of February 28, 2021		9,944,028		—		—		—		—		18,131			9,962,159
Additions		—		3,200,000		—		—		—		4,073,566			7,273,566
Acquired through business combination		—		977,921		265,992		283,107		1,067,948		—			2,594,968
As of February 28, 2022		9,944,028		4,177,921		265,992		283,107		1,067,948		4,091,697			19,830,693
Accumulated amortisation
As of February 29, 2020		9,172		—		—		—		—		—			9,172
Amortisation for the year		141,644		—		—		—		—		—			141,644
As of February 28, 2021		150,816		—		—		—		—		—			150,816
Amortisation for the year		1,343,377		162,987		44,332		23,592		88,996		—			1,663,284
As of February 28, 2022		1,494,193		162,987		44,332		23,592		88,996		—			1,814,100
Impairment loss
As of February 29, 2020		—		—		—		—		—		—			—
Impairment loss		1,907,503		—		—		—		—		—			1,907,503
As of February 28, 2021		1,907,503		—		—		—		—		—			1,907,503
Impairment loss		—		—		—		—		—		—			—
As of February 28, 2022		1,907,503		—		—		—		—		—			1,907,503
Carrying amounts
As of 28 February 2021		7,885,709		—		—		—		—		18,131			7,903,840
As of 28 February 2022		6,542,332		4,014,934		221,660		259,515		978,952		4,091,697			16,109,090

During the financial year, cost incurred amounting to US$4,073,566 (2021: US$204,448) of development expenditure for Kratos™ platform has been capitalised from the point in time the development of the platform becomes technically feasible.

At each reporting period the Group is required to assess whether or not the carrying value of its intangible assets are in excess of their fair value.  If the carrying value of intangible assets is in excess of their fair value, an impairment charge is taken to reduce the carrying value to equal its fair value.  The determination of fair value requires the use of estimates and judgments.  Fair value is determined by applying a discounted cash flows model (“DCF”) to determine the value in use or the net realizable value.  Inputs to a DCF model include estimates of the performance of our business over a period of time and a discount rate. The discount rate used reflects a weighted average cost of capital for a representative peer group of financial technology companies which was 15.7%(19.6%). 

6 Goodwill

During the year ended February 28, 2022, the Group completed a business acquisition that was not material to our consolidated financial statements, either individually or in the aggregate. Accordingly,

F-26

Triterras, Inc.

Consolidated Financial statements

pro forma historical results of operations related to the business acquisition during the year ended February 28, 2022 have not been presented. The Group has included the financial results of the business acquisition in the consolidated financial statements from the respective date of acquisition.

Goodwill generated from the business acquisition completed during the year ended February 28, 2022 was primarily attributable to expected synergies from future growth and potential monetization opportunities. The amount of goodwill generated during this period that was deductible for tax purposes was not material.

For the purpose of impairment testing, goodwill has been allocated to the Group’s CGU, which is the platform marketplace. The recoverable amount of the CGU was based on its value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The recoverable amount was determined to be higher than the carrying amount of the CGU. No impairment was recognised.  

7 Contract costs

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Capitalised contract costs (net)		—		2,773,611

The movement in capitalised contract costs is as follows:

	As of February 28, 2022			As of February 28, 2021
	US$			US$
Balance as of beginning of financial year		2,773,611			—
Contract costs incurred		—			5,350,000
Amortisation to marketing and sales expenses (Note 22)		(1,277,110	)		(1,153,831	)
Contract costs refunded		—			(322,558	)
Impairment loss		(1,496,501	)		(1,100,000	)
Balance as of end of financial year		—			2,773,611

The movement in the impairment of contract costs is as follows:

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Balance as of beginning of financial year		1,100,000		—
Charge to profit or loss		1,496,501		1,100,000
Balance as of end of financial year		2,596,501		1,100,000

F-27

Triterras, Inc.

Consolidated Financial statements

In prior financial year, the Group entered into an agreement with an external party to pay commission fees for every successful customer referral upon signing of the subscription agreement of 3 years with the Group. These costs are capitalised as it is directly attributable to obtaining a customer’s contract and the Group expects to recover these costs. The contract costs are amortized over the subscription period of 3 years. For those customers who were unable to meet the transaction volume committed for a pre-determined period of time, a refund has been sought from the referral. The Group recognised an impairment loss of US$1,496,501 (2021: US$1,100,000) as of the current financial year end based on the recoverability of the remaining balance due to current conditions.

8 Other investments

During the fiscal year ended February 28, 2022, the Group invested a total of US$25 million in Trade Credit Partners Ltd., a Cayman Islands exempted fund (“the Fund”) that exclusively invests in, and manages assets in trade finance.

The Fund was formed to pool investment funds from investors for the purpose of originating receivable available for purchase, advance payment transactions with commodity traders, and investment in trade claims and receivables generated from commodity trades. As part of its investment strategy, the Fund will target exporters and/or trading companies located outside the United States whom the Fund believes are underserved by traditional sources of trade financing. The Fund may seek out insured receivables, advance payments transactions requiring financing, and structured products for the trade finance market. Additionally, the Fund may purchase from banks or other creditors under-performing receivables at discounts. The Fund may also purchase receivables which are borne from blockchain-enabled trade finance and/or commodity trading technology platforms.

The investment in TCP does not provide the Group control over the Fund. The Fund’s manager  conducts their own analysis and due diligence on investments independently from the Group. The Fund’s management has a fiduciary duty to its investors to assess and evaluate acquisition of all assets with the Funds money with prudence and independence.  The Group, from time to time, may share investment opportunities with the Fund management to evaluate. The investment is designated and measured at fair value through profit or loss (FVTPL) because its performance is monitored and managed on a fair value basis.

The fair value measurements for the investment have been categorized as Level 3 fair values based on the inputs to the valuation techniques used. Fair value measurement will be performed on a quarterly basis.

Information about the Group’s exposure to credit and market risks, and fair value measurement, is included in Note 27.

As of February 28, 2022, the Fund had invested a majority of its capital in three trading companies.  The trading companies are also clientele of the Group.  The Group’s management has determined that the Fund’s manager is responsible for the direction for the allocation and deployment of the Fund’s assets after conducting diligence to determine the credit worthiness of those investment he is deploying funds to.

F-28

Triterras, Inc.

Consolidated Financial statements

9 Trade receivables

	As of February 28, 2022			As of February 28, 2021
	US$			US$
Gross trade receivables		53,204,934			26,961,682
Less: Impairment loss allowance of trade receivables		(9,354,282	)		(4,108,567	)
Net trade receivables		43,850,652			22,853,115

Credit terms are generally in the range of 60 to 120 days (2021: 90 days).

The movement in the impairment loss allowance of trade receivables during the year is as follows:

	Non- credit impaired		Credit impaired			Total
	US$		US$			US$
As of February 29, 2020		138,956		—			138,956
Impairment loss recognised		223,144		3,746,467			3,969,611
As of February 28, 2021		362,100		3,746,467			4,108,567
Impairment loss recognised		2,618,328		4,170,801			6,789,129
Write-off		—		(1,543,414	)		(1,543,414	)
As of February 28, 2022		2,980,428		6,373,854			9,354,282

The Group’s exposure to credit and currency risks, and impairment loss allowance for these trade receivables, is disclosed in Note 26.

10 Loan receivables

	As of February 28, 2022			As of February 28, 2021
	US$			US$
Gross loan receivables		4,666,103			—
Less: Impairment loss on allowance of loan receivables		(10,732	)		—
Net loan receivables		4,655,371			—

F-29

Triterras, Inc.

Consolidated Financial statements

The loan receivables are unsecured loans and advances. The term of the loan receivables and rate of interest varies from customer to customer based on the risk assessment. Tenure of loan receivables range from 14 days to 120 days and the rate of interest of approximately 11% per annum.

The movement in the impairment loss allowance of loan receivables during the year is as follows:

	Non- credit impaired			Credit impaired		Total
	US$			US$		US$
As of February 28, 2021		—			—		—
Assumed from business combination		13,986			—		13,986
Impairment loss recognised		191			—		191
Written off		(3,445	)		—		(3,445	)
As of February 28, 2022		10,732			—		10,732

11 Other current assets

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Other receivables		523,116		490,631
Prepaid insurance		3,144,230		2,358,583
Prepayments		1,714,200		561,312
		5,381,546		3,410,526

Prepayments relate to payments made in advance on professional services not received.

12 Cash, cash equivalents and restricted cash

(i) Cash and cash equivalents

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Bank balances		68,809,057		134,025,561

(ii) Restricted cash

Restricted cash is in relation to cash held by an external party for the Group’s share repurchase program. The Group has authorised a share repurchase program of up to US$50,000,000 in prior year ended February 28, 2021. The share repurchase program has been completed during the year.

F-30

Triterras, Inc.

Consolidated Financial statements

F-31

Triterras, Inc.

Consolidated Financial statements

13 Share capital

(i) Ordinary shares

For the year ended February 29 2020, the Company issued 5,000,000 ordinary shares for a total consideration of US$5,000,000 with no par value.

On November 11, 2020, the Company’s common stock and warrants began trading on the NASDAQ stock exchange under the symbol “TRIT” and TRITW” respectively. Pursuant to the terms of the Business Combination Agreement, the Company is authorised and has available for issuance 469,000,001 ordinary shares of par value of US$0.0001 each. Immediately following the business combination, there was 83,195,869 shares of common stock with a par value of US$0.0001 and 25,981,000 warrants outstanding.

The Company has adjusted the shares issued and outstanding prior to November 11, 2020 to give effect to the exchange ratio established in the Business Combination Agreement.

On January 18, 2021, the Company announced a share repurchase program of up to US$50,000,000 of the Company’s shares. 1,831,532 shares have been repurchased and recognised as treasury shares as of February 28, 2021.

As of February 28, 2021, the number of ordinary shares issued and outstanding was 81,364,337.

On April 20, 2021, the Company completed its share repurchase program, having spent a total of US$49.9 million repurchasing 6,671,788 of its ordinary shares and incurring commission fees of US$133,000.  As of August 2, 2021, the Company had 6,671,788 treasury shares compared to 1,831,532 treasury shares as of February 28, 2021. The average weighted number of treasury shares for the year ended February 28, 2022 was 6,426,178.

Effective on March 24, 2022, Nasdaq delisted the Company’s Ordinary Shares and Triterras Warrants.

(ii) Preference shares

As of February 28, 2022, the Company is authorised to issue 30,999,999 preference shares of a par value of US$0.0001 each, of which no shares are issued and/or outstanding.

(iii) Capital management

The Group’s primary objective when managing capital is to safeguard the Group’s ability to continue as a going concern. Capital consists of ordinary shares and retained earnings of the Group.  The board of directors monitors the return of capital as well as the level of dividends to ordinary shareholders.

The Group is not subject to externally imposed capital requirements.

14 Treasury shares

On January 18, 2021, the Company announced a share repurchase program of up to US$50,000,000 of its ordinary shares and it commenced the program on February 12, 2021. On April 20, 2021, the Company completed its share repurchase program, having spent a total of US$49.9 million

F-32

Triterras, Inc.

Consolidated Financial statements

repurchasing 6,671,788 of its ordinary shares and incurring commission fees of US$133,000. The weighted average number of treasury shares for the fiscal years ended February 28, 2022 and February 28, 2021 were 6,426,178 and 33,895, respectively.

15 Lease liabilities

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Non-current liabilities
Lease liabilities		1,194,027		868,536
Current liabilities
Lease liabilities		344,781		260,429

In determining the right-of-use asset, the Group used an interest rate of 5.66% (2021: 5.25%) per annum.

Right-of-use assets relate to leased properties that do not meet the definition of investment property are presented as property, plant and equipment (see Note 4).

Amounts recognized in profit or loss

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Depreciation on rights-of-use assets		406,679		115,931		-
Interest on lease liabilities		69,424		24,756		-

16 Deferred tax liabilities

Recognised deferred tax liabilities

Deferred tax liabilities are attributable to the following temporary differences:

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Intangible assets		2,742,197		1,667,928
Plant and equipment		22,704		47,000
		2,764,901		1,714,928

F-33

Triterras, Inc.

Consolidated Financial statements

Movement in deferred tax liabilities

	As of February 28, 2021		Recognised in profit or loss			As of February 28, 2022
	US$		US$			US$
Intangible assets		1,667,928		1,074,269			2,742,197
Plant and equipment		47,000		(24,296	)		22,704
		1,714,928		1,049,973			2,764,901

17 Other payables

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Non-current
Contingent consideration		1,067,321		—
Current
Accruals		6,888,765		6,726,147
Provisions		3,440,146		1,750,000
Contingent consideration		2,500,000		—
Other payables		4,941,537		192,494
		17,770,448		8,668,641

Accruals mainly relates to legal professional fees accrued for the year.

Provisions mainly relates to bonus and unutilised leave balances payable to the employees as of year end.

Refer Note 26 for further disclosures on contingent consideration.

F-34

Triterras, Inc.

Consolidated Financial statements

18 Deferred income

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Government grants		180,838		75,848

The Group has been awarded a grant from the Monetary Authority of Singapore (MAS) and Enterprise Singapore. The grant received during the year amounted to US$121,516.  In prior years, the Group received US$78,463. Both grants are related to the development of the Kratos™ platform. The grant, recognised as deferred income, is being amortized over the useful life of the platform.

19 Warrant liabilities

As of February 28, 2022, the Company had 25,300,000 public warrants and 681,000 private warrants outstanding.

Pursuant to the Business Combination Agreement, the outstanding warrants of Netfin to purchase a Class A Share were assumed by the Company on identical terms. The warrants entitle the holder to purchase one ordinary share of the Company at an exercise price of US$11.50 per share at any time on or after 30 days after the Business Combination and on or prior to 5 years after the date on which the Company completes the Business Combination. The warrants were listed on Nasdaq under the symbol TRITW.

The Company determined that these warrants are puttable for cash upon a fundamental transaction at the option of the holder and as such required classification as a liability.  The outstanding warrants are recognised as a warrant liability on the statement of financial position and are measured at their inception date fair value and subsequently re-measured at each reporting period with changes being recorded as component of other income/(loss) in profit or loss.

The fair value of warrant liabilities was measured using Black-Scholes model. Significant inputs into the model at the inception and reporting period measurement dates are as follows (exercise and stock price in US$):

	As of February 28, 2022			As of February 28, 2021
Exercise price (1)		11.50			11.50
Stock price (2)		1.64			7.13
Expected life (years)		3.69			4.70
Volatility (3)		38.11	%		42.03	%
Risk-free interest rate (4)		1.64	%		0.68	%
Dividend yield		0.0	%		0.0	%

⁽¹⁾ Based on the terms provided in the warrant agreement dated July 30, 2019.

⁽²⁾ Based on the trading value of common stock of Triterras, Inc. as of each presented period ending date.

F-35

Triterras, Inc.

Consolidated Financial statements

⁽³⁾ Based on Peer Volatility Analysis over each respective remaining contractual term.

⁽⁴⁾ Based on published US Treasury spot rates as of each presented period ending date and correspond with the remaining contractual term.

The following table presents the changes in fair value of warrant liabilities:

	Public			Private placement			Warrant liabilities
	US$			US$			US$
Initial measurements as of November 10, 2021		66,792,000			3,131,483			69,923,483
Change in valuation inputs		(24,035,000	)		(2,076,685	)		(26,111,685	)
Fair value as of February 28, 2021		42,757,000			1,054,798			43,811,798
Change in valuation inputs		(39,721,000	)		(1,051,657	)		(40,772,657	)
Fair value as of February 28, 2022		3,036,000			3,141			3,039,141

The measurement of the public warrants is classified as Level 1 due to the use of an observable market quote in an active market under the ticker TRITW. The quoted price of the public warrant was US$1.64 as of February 28, 2022, as that was the last day of trading day on the NASDAQ (February 28, 2021: US$1.69).

The private placement warrants are considered Level 2 liabilities in the fair value hierarchy as the determination of fair value includes various assumptions about future activities and the Company’s stock prices and historical volatility as inputs. As of February 28, 2022, none of the warrants have been exercised.

As a result of the delisting of the Company’s securities by NASDAQ, valuations of the Company’s warrants, after the date of the delisting, will be valued using Level 3 inputs until such time that there is an observable market quote for the Company’s warrants.

20 Revenue

This represents revenue arising from the Group contracts with.

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Platform fees
-Trade transaction modules		37,859,710		55,442,807		16,889,720
-License fees		29,124		30,918		8,458
-Financing fees		198,094		—		—
Trade marketplace		18,592,825		—		—
Total revenue		56,679,753		55,473,725		16,898,178

Platform fees

Trade transaction module consists of trade discovery and trade finance sub-modules:

F-36

Triterras, Inc.

Consolidated Financial statements

(i) Trade Discovery sub-module

Nature of services

The platform enables the customers to connect to other counterparties to perform trade transactions. Sales contracts are entered with the customers before onboarding the customers to commence trading. The fees charged are calculated based on the percentage fee agreed in the contract and actual volume of trade transactions.

Revenue recognition

Platform fees are recognised at the point in time where the trades are completed on the platform (i.e. trade has been transacted and both buyers and sellers have acknowledged the trades on the platform). Each completed trade constitutes a single performance obligation, as the platform serves as a commonplace to connect the buyer and seller to execute the trade. Transaction price is determined based on total trade transaction value and fee agreed in the sales contract.  

Significant payment terms

Non-refundable advances are collected from customers upon entering into the sales agreement. These advances will be utilised to offset against fee collection on future completed trade transactions on the platform.

Invoices are generated at the end of each month for all completed trades. The invoice amount is first offset with the advances previously collected and the remaining balance is payable with credit terms of 120 days (2021: 90 days).

(ii) Trade finance sub-module

Nature of services

The platform enables the customers to connect to other counterparties to obtain trade financing from lenders. Sales contracts are entered with the customers before onboarding the customers to commence trading. The fees charged are calculated based on a fixed fee as agreed in the contract or a percentage of total approved funding.

Revenue recognition

Platform fees are recognised at the point in time when funding is provided to the borrowers on the platform (i.e. lender has disbursed the loan funding to the borrower and the borrower has acknowledged the loan funding on the platform). Each completed trade constitutes a single performance obligation, as the platform serves as a marketplace to connect the borrower and lender to execute the trade. Transaction price is determined based on total approved fund value and fee agreed in the sales contract.  

Significant payment terms

Non-refundable advances are collected from customers upon entering into the sales agreement. These advances will be utilised to offset against fee collection on future completed trade transactions on the platform.

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Triterras, Inc.

Consolidated Financial statements

Invoices are generated at the end of each month for all completed trades. The invoice amount is first offset with the advances previously collected and the remaining balance is payable with credit terms at a range of 10 to 120 days (2021: 90 days).

(iii) License fees

Nature of services

The license fees charged provide customers the right to access the platform, where customers can obtain the economic benefits by transacting on the platform from the point the access rights were given to the customers. License fees are agreed upon signing of sales contracts and are non-refundable.

Revenue recognition

License fees are recognised over time of the contract period of 12 months because the customers are being provided with the right to use the platform as it exists throughout the period.

Significant payment terms

Invoices for license fees are generated after each successful sign-up on the platform. Credit terms are generally 120 days (2021: 90 days).

(iv) Financing fee

Nature of services

Financing fee is generated through a fee charged on provisioning of loans advances through supply chain financing, invoice discounting and e-commerce finance arrangements. Financing fees are agreed upon signing of sales contracts.

Revenue recognition

Financing fee is recognised in profit or loss using the effective interest method, over the period of the financing tenure during which the service is provided. Transaction price is determined based on the fee and facility amount agreed in the sales contracts.

Significant payment terms

Credit terms of financing fee can be up to 5 months.

Trade marketplace

Nature of services

The platform connects trade participants and offer a range of trade financial solutions. Sales and purchase contracts are entered respectively with the suppliers and buyers. The Group acts as an intermediary between the suppliers and buyers and is treated as a principal in the trade to provide extended credit terms at a fee as agreed in the contract to the customers.

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Triterras, Inc.

Consolidated Financial statements

Revenue recognition

Revenue is recognised at the point in time when the shipping documents (i.e. bill of lading) have been transferred to the customers. Each completed trade constitutes a single performance obligation, as the Group acts as an intermediary between suppliers and its pre-determined buyers. Transaction price is determined based on the quantity and price as agreed in the contract.

Significant payment terms

Invoices are generated when sales contract is received. Credit terms are generally not more than 90 days.

Contract balances

The following table provides information about receivables and contract liabilities from contracts with customers.

			As of February 28, 2022			As of February 28, 2021
	Note		US$			US$
Trade receivables, net		9		43,850,652			22,853,115
Contract liabilities				(60,000	)		(49,124	)

Contract liabilities relate to advances collected from customers upon sign-up as part of the license fees billed and license fees deferred, as revenue is recognised over the contract terms of
12 to 36 months.

Significant changes in the contract liabilities balances during the year are as follows:

	Year ended February 28, 2022			Year ended February 28, 2021
	US$			US$
Revenue recognised that was included in contract liabilities    balance at the beginning of the year		49,124			97,542
Increases due to advances and license fees collected		60,000			36,750
Amounts recognised as revenue during the year		(29,124	)		(30,918	)
Advances utilised during the year		(20,000	)		(54,250	)
		60,000			49,124

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Triterras, Inc.

Consolidated Financial statements

21 Cost of revenue

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Platform fees
- Operation of IT platform		2,667,163		4,086,029		112,803
- Cloud management services		233,032		270,967		—
		2,900,195		4,356,996		112,803
Trade marketplace		18,272,140		—		—
		21,172,335		8,713,992		225,606

Platform fees consists primarily of expenses associated with delivery of the IT platform and services. These include expenses related to operation of the IT platform, cloud management service fees and bandwidth costs.

Trade marketplace costs relate to costs of goods purchased in the “Trade Marketplace” sub-module of the Kratos™ platform.

22 Marketing and sales

	Note		Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
			US$		US$		US$
Marketing and promotional expenditures				424,727		141,490		21,241
Consultancy services relating to business    development				152,740		3,047,270		—
Amortisation of contract costs		7		1,277,110		1,153,831		—
				1,854,577		4,342,591		21,241

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Triterras, Inc.

Consolidated Financial statements

23 General and administrative

The following items have been included in arriving at general and administrative:

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Management fees		—		1,721,830		915,000
Legal fees		9,920,230		5,263,332		36,032
Professional fees		761,240		1,015,413		86,693
Consultancy fees		2,843,442		771,314		68,500
Staff cost		10,631,740		5,185,095		325,598
Directors and committee fees		1,549,429
Insurance		3,883,411
Travelling expenses		324,614		70,237		4,567
IT expenses		155,711
Depreciation of property, plant and equipments		605,424		147,295		—

Management fees relate to staff costs, accounting and administrative support services and office space recharges from related parties.

Government grants received is offset against staff cost during the financial year. Government grants received during the financial year ended February 28, 2021 are the Jobs Support Scheme (“JSS”) and Wages Credit Scheme (“WCS”) amounting to US$72,832 and US$1,627, respectively. The JSS is a temporary scheme introduced in the Singapore Budget 2020 to help enterprises retain local employees. Under the JSS, employers will receive cash grants in relation to the gross monthly wages of eligible employees. WCS is introduced to support businesses embarking on transformation efforts and encourage sharing of productivity gains with workers.

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Triterras, Inc.

Consolidated Financial statements

24 Net finance costs

	Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
	US$			US$			US$
Interest income		11,609			48,011			209
Exchange gain, net		—			—			1,133
Finance income		11,609			48,011			1,342
Bank charges		(54,627	)		(14,894	)		(2,763	)
Interest expense		(418,033	)		(75,560	)		(54	)
Exchange loss, net		(164,019	)		(40,036	)		—
Finance cost		(636,679	)		(130,490	)		(2,817	)
Net finance cost		(625,070	)		(82,479	)		(1,475	)

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Triterras, Inc.

Consolidated Financial statements

25    Income Tax expense

	Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
	US$			US$			US$
Tax recognised in profit or loss
Current tax expense
Current year		—			4,090,059			1,592,549
Under provision in prior year		88,588			543,457			—
		88,588			4,633,516			1,592,549
Deferred tax expense
Origination of temporary differences		1,049,973			1,714,928			—
		1,049,973			1,714,928			—
Income tax expense		1,138,561			6,348,444			1,592,549
Reconciliation of effective tax rate
Profit before income tax		34,562,090			51,601,156			15,173,340
Income tax using Singapore rate of 17% (2020: 17%)		5,875,555			8,772,196			2,579,468
Effect of tax rates in foreign jurisdiction		(20,802	)		918,306			—
Non-deductible expenses		2,232,578			579,122			31,066
Tax exempt income		(6,978,875	)		(4,451,909	)		—
Tax incentives		(58,483	)		(12,728	)		(26,524	)
Utilisation of tax losses carried forward		—			—			(372,852	)
Utilisation of group tax relief		—			—			(569,143	)
Under provision in prior year		88,588			543,457			—
Others		—			—			(49,466	)
		1,138,561			6,348,444			1,592,549

26 Business combinations

On May 17, 2021, the Group entered into a Share Purchase Agreement (the “Purchase Agreement”) to acquire all of the outstanding share capital of IB Holdings Ltd (“Invoice Bazaar”), a privately-held United Arab Emirates-based supply chain finance company with operations in the United Arab Emirates and offices in Dubai and India, along with all of the share capital of Techfin Solutions FZCO (“Techfin”), a 99%-owned subsidiary of IB Holdings, and 49% ownership interest in Invoice Bazaar Forfaiting Services LLC (JV of IB Holdings).  The Invoice Bazaar platform allows the Group to provide an alternative form of financing on the Kratos™ platform which we believe will increase utilization of the Kratos™ platform by entering into new markets and diversify our innovative offerings.

Pursuant to the Purchase Agreement, the Group agreed to acquire all of the shares of Invoice Bazaar for up to US$8.0 million dollars funded by cash on hand.  The purchase price is structured as follows: (i) an initial cash payment of US$4.0 million, (ii) deferred cash consideration of US$2.0 million

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Triterras, Inc.

Consolidated Financial statements

payable in two US$1.0 million tranches upon the earlier of each of the first and second anniversary of the initial cash payment, or the achievement of cumulative revenue milestones and (iii) up to US$2.0 million in earn-out consideration, subject to achievement of certain revenue milestones and continued service with IB Holdings of certain members of the IB Holdings’ founding team. The Purchase Agreement was amended in June 2022 to replace the revenue milestones established in clause (iii) of the preceding sentence, with new milestones relating to recurring revenue from assets deployed or fees collected, origination of new customers, origination of deals, and signing of distribution partnerships with financial institutions related to the remaining $2.0 million in earn-out amount payable by the Group to the sellers of Invoice Bazaar. The sellers of Invoice Bazaar will be additionally entitled to receive a portion of the proceeds of any sale of e-commerce business by the Company within 24 months of the closing of the Acquisition.

Considerations transferred

The following table summarizes the acquisition date fair value of the purchase consideration transferred:

	US$
Cash		4,000,000
Contingent consideration (discounted)		3,189,972
Total purchase consideration		7,189,972

Contingent consideration

Contingent consideration made up of the components below, is recorded in other payables in the statement of financial position:

Payable on first anniversary upon achievement of cumulative revenue milestones	1,000,000
Payable on second anniversary upon achievement of cumulative revenue milestones	1,000,000
Earn-out (as described below)	2,000,000

The Group has agreed to pay the selling shareholders in 2 years’ time additional consideration of up to US$2,000,000 if the acquiree’s cumulative revenue over the next 2 years exceeds certain revenue milestones. S$1,000,000 will be paid on the completion of the first and second year when the acquiree achieved a cumulative revenue of US$800,000 for each respective year. The earn-out of US$2,000,000 will be paid when the acquiree achieved cumulative revenue of US$10,000,000 within the next 2 years.

On June 24, 2022, the Group has signed an addendum to the share purchase agreement to revise the terms of the earn-out. The earn-out of US$2,000,000 will be paid progressively on certain review dates as set out in the addendum, based on certain achievement milestone. The revised criteria for the earn-out as defined in the addendum and the estimates of the amount of contingent consideration that will be earned have been set out as follows:

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Triterras, Inc.

Consolidated Financial statements

	Estimated Earn-out
	US$
Achieve earn-out revenue of minimum US$2,000,000 from acquisition date to June 30, 2022		500,000
Onboard 300 new customers on the IT platform commencing March 1, 2022		225,000
Submit US$1 billion in trade value of qualified deals as defined in the addendum on or after March 1, 2022		375,000
Establish partnerships with at least 3 new financial institutions as defined in the addendum on or after March 1, 2022		375,000
Achieve an annual recurring revenue of US$10 million as defined in the addendum		525,000
Total estimated earn-out		2,000,000

Contingent consideration which is payable more than 1 year from financial year end is discounted using a risk-adjusted discount rate of 15.0%.

Identifiable assets acquired and liabilities assumed

The following table summarizes the estimated fair values of Invoice Bazaar assets acquired and liabilities assumed as of the acquisition date:

	US$
Intangible assets		2,594,968
Loan receivables		159,456
Cash and cash equivalents		172,623
Other current assets		31,667
Non-controlling interests		(31,979	)
Other payables		(399,612	)
Total identifiable net assets acquired		2,527,123

Measurement of fair values

The valuation techniques used for measuring the fair value of material assets acquired were as follows:

Assets acquiredValuation technique

Intangible assets Relief-from-royalty method and multi-period excess earnings method: The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the patents being owned. The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets.

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Triterras, Inc.

Consolidated Financial statements

Loan receivables comprise gross contractual amounts due of US$159,456, of which the full amount was expected to be collectable at the date of acquisition.

Accounting for the acquisition has been updated based on new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition.

Goodwill

Goodwill arising from the acquisition has been recognized as follows:

	US$
Purchase consideration		7,189,972
Non-controlling interest, based on their proportionate interest in the    recognised amounts of the assets and liabilities of IB		(31,979	)
Fair value of identifiable net assets		(2,527,123	)
Goodwill		4,630,870

Goodwill is not expected to be deductible for income tax purposes.  

Amortization expense of US$319,907 related to these intangible assets was recorded for the fiscal year ended February 28, 2022.

In connection with this acquisition the Group incurred US$227,067 of acquisition related expenses recorded in general and administrative expenses in the consolidated statement of comprehensive income for the year ended February 28, 2022.

For the financial year ended February 28, 2022, Invoice Bazaar contributed US$22,697,061 and US$2,328,368 of revenue and comprehensive income, respectively.

27 Significant related party transactions

For the purpose of these financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence.  Related parties may be individuals or other entities.

During the financial year, in addition to disclosures made elsewhere in the financial statements, there were the following significant related party transactions undertaken on terms as agreed between the parties in the normal course of business:

F-46

Triterras, Inc.

Consolidated Financial statements

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Sale of services
- Related parties		—		5,164,280		4,504,413
Transfer of fixed assets
- Related party		—		156,402		—
Management fees
- Immediate holding company		—		—		1,100,000
- Related party		—		1,721,830		—

Sales of services provided to related parties in prior year refer to Antanium Resources Pte. Ltd. and its subsidiaries. All outstanding balances with related parties are priced on an arm’s length basis and were fully settled.

For the financial year ended February 29, 2020, US$185,000 of the US$1.1 million management fees charged to the Group has been capitalised during the year as intangible assets as it relates to costs incurred to develop the IT platform.

Key management personnel compensation

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group.  

The Group is centrally managed by the key management personnel of the immediate holding company prior to business combination. The key management personnel received remuneration from the then immediate holding company in respect of their services to the larger group which includes the Group. The compensation of US$3,956,874 was incurred during the financial year. In prior year ended February 28, 2021, US$1,519,324 (2020: US$188,444) was being charged to the Group in the form of management fees to the Group.

Compensation of the Group’s key management personnel includes salaries, bonuses and contributions to post-employment defined benefit plan.

28 Financial risk management

Exposure to credit, liquidity, interest rate and foreign currency risks arises in the normal course of the Group’s business.  The Group has formal risk management policies and guidelines that set out its overall business strategies, its tolerance of risk and general risk management philosophy and has established processes to monitor and control its exposure to such risks in a timely manner.  The Group reviews its risk management processes regularly to ensure the Group’s policy guidelines are adhered to.

Credit risk

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Triterras, Inc.

Consolidated Financial statements

Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations.

At the reporting date, the exposure to credit risk for trade receivables at the reporting date by type of counterparty was as follows:

	Year ended February 28, 2022		Year ended February 28, 2021
	US$		US$
Trade receivables, net		43,850,652		22,853,115
Loan receivables, net		4,655,371		—
		48,506,023		22,853,115

The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. Refer to Note 3.4 for the Group’s policy on assessment of ECL impairment model.    

Impairment

The ageing of trade and loan receivables at the reporting date was:

	Non- credit impaired			Credit impaired
	US$			US$
2022
Current		25,938,750			432,971
Past due 1 – 60 days		6,413,032			1,040,009
Past due over 60 days		19,145,401			4,900,874
Total gross carrying amount		51,497,183			6,373,854
Loss allowance		(2,991,160	)		(6,373,854	)
		48,506,023			—
2021
Current		12,121,046			1,607,907
Past due 1 – 60 days		10,226,905			278,278
Past due over 60 days		867,264			1,860,282
Total gross carrying amount		23,215,215			3,746,467
Loss allowance		(362,100	)		(3,746,467	)
		22,853,115			—

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.

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Triterras, Inc.

Consolidated Financial statements

The Group monitors its liquidity risk and maintains a level of cash and bank balances deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.

The following are the contractual undiscounted cash outflows of non-derivative financial liabilities:

	Carrying amount		Contractual cash flows		Within 1 year		Within 1 to 5 years		More than 5 years
	US$		US$		US$		US$		US$
2022
Non-derivative financial liabilities
Other payables*		15,397,623		19,270,448		17,770,448		1,500,000		—
Lease liability		1,538,808		1,667,720		481,793		1,185,927		—
		16,936,431		20,938,168		18,252,241		2,685,927		—
2021
Non-derivative financial liabilities
Other payables*		6,918,641		6,918,641		6,918,641		—		—
Lease liability		1,128,965		1,196,487		312,127		884,360		—
		8,047,606		8,115,128		7,230,768		884,360		—

* excludes provisions

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises primarily from the lease liabilities and contingent consideration which were discounted to present value.

The Group does not expect any significant effect on the Group’s profit or loss arising from the effects of reasonably possible changes to interest rates on interest bearing financial instruments at the end of the financial year.

Foreign currency risk

The Group’s foreign currency risk arises on transactions in the normal course of business.  The Group ensures that the net exposure from transactions in foreign currencies is kept to an acceptable level through regular foreign currency exposure analysis and appropriate management of this risk.

Exposure to foreign currency risk is insignificant as the Group’s income and expenses, assets and liabilities are substantially denominated in United States dollars.  The exposure is monitored on an ongoing basis and the Group endeavours to keep the net exposure at an acceptable level.

F-49

Triterras, Inc.

Consolidated Financial statements

The Group’s exposure to foreign currency risk was as follows based on notional amounts:

	Year ended February 28, 2022			Year ended February 28, 2021
	US$			US$
Singapore dollars
Cash and cash equivalents		139,097			185,667
Other payables		—			(78,621	)
Lease liabilities		(1,059,681	)		(1,128,965	)
		(920,584	)		(1,021,919	)

Sensitivity analysis

A 5% strengthening of United States dollars against the following currency at the reporting date would have increased profit or loss by the amounts shown below.  This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period.  The analysis assumes that all other variables, in particular interest rates, remain constant.

	Profit/(Loss)
	Year ended February 28, 2022		Year ended February 28, 2021
	US$		US$
Singapore dollars		46,029		51,096

A 5% weakening of United States dollars against the above currency at reporting date would have had the equal but opposite effect on the above currency to the amounts shown above, on the basis that all other variables remain constant.

Offsetting financial assets and financial liabilities

The Group does not have any master netting arrangements and none of the financial assets and financial liabilities are offset in the statement of financial position during the year (2021: US$730,000).

Estimation of fair values

The methodologies and assumptions used in the estimation of fair values depend on the terms and characteristics of the various assets and liabilities and include the following:

Financial instruments for which fair value is equal to the carrying value

These financial instruments include trade receivables, loan receivables, other current assets, cash and cash equivalents and other payables. The carrying values of these financial instruments are assumed

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Triterras, Inc.

Consolidated Financial statements

to approximate their fair values because they are short-term in nature. Accordingly, the fair values and fair value hierarchy levels have not been presented for these financial instruments.

Contingent consideration and lease liabilities are measured using discounted cash flows which consider the present value of the expected future payments, discounted using a risk-adjusted discount rate.

Accounting classifications and fair values

The following table sets out the accounting classification and carrying amounts of the Group’s financial instruments not recognised at fair value.

	Fair value through profit and loss		Amortised cost		Total carrying amount
	US$		US$		US$
2022
Financial assets
Trade receivables		—		43,850,652		43,850,652
Loan receivables		—		4,655,371		4,655,371
Other assets#		—		523,116		523,116
Cash and cash equivalents		—		68,809,057		68,809,057
Other investments		25,142,783		—		25,142,783
		25,142,783		117,838,196		142,980,979
Financial liabilities
Other payables*		1,067,321		14,330,302		15,397,623
Warrants liabilities		3,039,141		—		3,039,141
Lease liabilities		—		1,538,808		1,538,808
		4,106,462		15,869,110		19,975,572
2021
Financial assets
Trade receivables		—		22,853,115		22,853,115
Other assets#		—		490,631		490,631
Cash and cash equivalents		—		134,025,561		134,025,561
Restricted cash		—		35,686,643		35,686,643
		—		193,055,950		193,055,950
Financial liabilities
Other payables*		—		6,918,641		6,918,641
Warrants liabilities		43,811,798		—		43,811,798
Lease liabilities		—		1,128,965		1,128,965
		43,811,798		8,047,606		51,859,404

#exclude prepayments

*exclude provisions

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Triterras, Inc.

Consolidated Financial statements

29 Operating segment

Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the CODM (“Chief Operating Decision Maker”) for the purpose of resource allocation and performance assessment.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. The Group operates in a single business segment which is a financial technology platform that facilitates trading and trade finance for small and medium sized enterprises using innovative blockchain-enabled technology. No operating segments have been aggregated to form the following reportable operating segment.

Business segment

The Group has only one operating segment for the year ended February 28, 2022, namely the platform marketplace, the details of which are set out below:

• Platform – Engage customers to trade on the platform where the Group earns a fee based on the percentage agreed in the sales contract. Fees charged are based on total trading volume or total approved funds.

• Trade marketplace – Connects trade participants and offer a range of trade financial solutions. Sales and purchase contracts are entered respectively with the suppliers and buyers. The Group acts as a principal in the trade to provide extended credit terms at a fee as agreed in the contract to the customers.

Geographical information

Revenue

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
United Arab Emirates		53,625,000		26,769,533		1,634,115
Singapore		2,900,987		14,517,264		9,496,854
Hong Kong		147,537		7,488,714		3,378,300
Malaysia		1,562		4,584,790		1,887,039
Other countries		4,667		2,113,424		501,870
		56,679,753		55,473,725		16,898,178

F-52

Triterras, Inc.

Consolidated Financial statements

The revenue information of continuing operations above is based on the location of the customers’ country of incorporation.

Non-current assets

All non-current assets of continuing operations above are based in Singapore, United Arab Emirates and United Kingdom.

Major customers

Revenue from top five customers of the Group’s trading platform business segment represents US$16,448,042 (2021: US$19,361,802; 2020: 8,619,056) of the Group’s total revenues.

30 Earnings per share

The basic earnings per share is calculated as the Group’s profit for the year attributable to equity holders of the Group divided by the weighted average number of ordinary shares of the Group in issue during the year.

The Group had no potentially dilutive ordinary shares in issue during the year.  The warrants are antidilutive.

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Profit for the year attributable to equity    holders of the Group		33,427,019		45,252,712		13,580,791
	No. of shares		No. of shares		No. of shares
Weighted average number of ordinary shares in    issue during the year		76,769,691		60,956,752		3,333,433
	US$		US$		US$
Basic and diluted earnings per share		0.44		0.74		4.07

31 Reverse merger

In the consolidation financial statements, the acquisition costs arising from the reverse merger was determined by the aggregate of US$60,000,000 (as below) in cash and using the fair value of the issued equity of the Company amounting to US$525,000,000, being 51,622,419 shares at US$10.17 per share, which represents the market value of the Company at the date of the completion of the reverse merger.

F-53

Triterras, Inc.

Consolidated Financial statements

The net assets acquired from the reverse merger were as follows:

	US$
Cash and cash equivalents		170,616,649
Other receivables		60,068,819
Other payables		(1,587,820	)
Warrant liabilities		(69,923,483	)
Less:
Cash consideration paid (as above)		(60,000,000	)
Others		(17,514	)
As per consolidated statement of cash flows		99,156,651

32 Subsequent events

Effective on March 24, 2022, Nasdaq delisted the Company’s Ordinary Shares and Triterras Warrants.

F-54

EX-1.1

Exhibit 1.1

Registrar of Companies

Government Administration Building

133 Elgin Avenue

George Town

Grand Cayman

Triterras, Inc. (ROC #360185) (the "Company")

TAKE NOTICE that by minutes of the virtual 2021 annual general meeting of the shareholders of the Company dated 5 May 2022, the following special resolution was passed:

RESOLVED, as a special resolution, that article 30.3 of the Amended and Restated Articles of Association of the Company be replaced in its entirety with the following:

30.3. The Directors shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the board of Directors. At the 2021 annual general meeting of the Company, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the 2022 annual general meeting of the Company, the term of office of the Class II Directors shall expire and Class II Directors shall be elected for a full term of three (3) years. At the 2023 annual general meeting of the Company, the term of office of the Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of the Company, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the board of Directors shall shorten the term of any incumbent Director.

___________________________________

Wai Yan Ng

Corporate Administrator

for and on behalf of

Maples Corporate Services Limited

Dated this 6^th day of May 2022

MUL/769671-000001/61647897v5

Exhibit 1.1

THE COMPANIES LAW (2020 Revision)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

Triterras, Inc.

(adopted by special resolution dated 10 NOVEMBER 2020 and effective on 10 NOVEMBER 2020)

2

Exhibit 1.1

THE COMPANIES LAW (2020 Revision)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

Triterras, Inc.

(adopted by special resolution dated 10 NOVEMBER 2020 and effective on 10 NOVEMBER 2020)

1 The name of the Company is Triterras, Inc.

2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

3 The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

4 The liability of each Member is limited to the amount unpaid on such Member's shares.

5 The share capital of the Company is US$50,000 divided into 469,000,001 ordinary shares of a par value of US$0.0001 each and 30,999,999 preference shares of a par value of US$0.0001 each.

6 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7 Capitalised terms that are not defined in this Memorandum of Association bear the respective meanings given to them in the Articles of Association of the Company.

3

Exhibit 1.1

THE COMPANIES LAW (2020 Revision)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

Triterras, Inc.

(adopted by special resolution dated 10 NOVEMBER 2020 and effective on 10 NOVEMBER 2020)

1 Interpretation

1.1 In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

"Applicable Law"	means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.
"Articles"	means these articles of association of the Company.
"Audit Committee"	means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
"Auditor"	means the person for the time being performing the duties of auditor of the Company (if any).
"business day"	means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.
"Cause"	means a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a Director or the Company into disrepute or which results in a material financial detriment to the Company.

4

Exhibit 1.1

"Clearing House"	means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
"Company"	means the above named company.
"Company’s Website"	means the website of the Company and/or its web-address or domain name (if any).
"Compensation Committee"	means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
"Designated Stock Exchange"	means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Capital Market.
"Directors"	means the directors for the time being of the Company.
"Dividend"	means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
"Electronic Communication"	means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
"Electronic Record"	has the same meaning as in the Electronic Transactions Law.
"Electronic Transactions Law"	means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.
"Exchange Act"	means the United States Securities Exchange Act of 1934, as amended or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

5

Exhibit 1.1

"Independent Director"	has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
"Member"	has the same meaning as in the Statute.
"Memorandum"	means the memorandum of association of the Company.
"Minimum Member"	means a Member meeting the minimum requirements set forth for eligible members to submit proposals under Rule 14a-8 of the Exchange Act or any applicable rules thereunder as may be amended or promulgated thereunder from time to time.
"Nominating and Corporate Governance Committee"	means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
"Officer"	means a person appointed to hold an office in the Company.
"Ordinary Resolution"	means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
"Ordinary Share"	means an ordinary share of a par value of US$0.0001 in the share capital of the Company.
"Preference Share"	means a preference share of a par value of US$0.0001 in the share capital of the Company.
"Register of Members"	means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
"Registered Office"	means the registered office for the time being of the Company.
"Seal"	means the common seal of the Company and includes every duplicate seal.
"Securities and Exchange Commission"	means the United States Securities and Exchange Commission.

6

Exhibit 1.1

"Share"	means an Ordinary Share or a Preference Share and includes a fraction of a share in the Company.
"Special Resolution"	has the same meaning as in the Statute, and includes a unanimous written resolution.
"Statute"	means the Companies Law (2020 Revision) of the Cayman Islands.
"Treasury Share"	means a Share held in the name of the Company as a treasury share in accordance with the Statute.

1.2 In the Articles:

(a) words importing the singular number include the plural number and vice versa;

(b) words importing the masculine gender include the feminine gender;

(c) words importing persons include corporations as well as any other legal or natural person;

(d) "written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

(e) "shall" shall be construed as imperative and "may" shall be construed as permissive;

(f) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;

(g) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(h) the term "and/or" is used herein to mean both "and" as well as "or." The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or" in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);

(i) headings are inserted for reference only and shall be ignored in construing the Articles;

(j) any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;

7

Exhibit 1.1

(k) any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law;

(l) sections 8 and 19(3) of the Electronic Transactions Law shall not apply;

(m) the term "clear days" in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and

(n) the term "holder" in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.

2 Commencement of Business

2.1 The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.

2.2 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

3 Issue of Shares and Rights attaching to Shares

3.1 Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights.

3.2 The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time to time determine.

3.3 The Company may issue securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine.

8

Exhibit 1.1

3.4 The Company shall not issue Shares to bearer.

4 Register of Members

4.1 The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.

4.2 The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

5 Closing Register of Members or Fixing Record Date

5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.

5.2 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.

5.3 If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

6 Certificates for Shares

6.1 A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be

9

Exhibit 1.1

consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

6.2 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

6.3 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

6.4 Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.

6.5 Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with the Company.

7 Transfer of Shares

7.1 Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such option or warrant.

7.2 The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.

10

Exhibit 1.1

8 Redemption, Repurchase and Surrender of Shares

8.1 Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company.

8.2 Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.

8.3 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

8.4 The Directors may accept the surrender for no consideration of any fully paid Share.

9 Treasury Shares

9.1 The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

9.2 The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

10 Variation of Rights of Shares

10.1 Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class, or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

11

Exhibit 1.1

10.2 For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.

10.3 The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights.

11 Commission on Sale of Shares

The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

12 Non Recognition of Trusts

The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.

13 Lien on Shares

13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's lien on a Share shall also extend to any amount payable in respect of that Share.

13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.

13.3 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The

12

Exhibit 1.1

purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company's power of sale under the Articles.

13.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

14 Call on Shares

14.1 Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days' notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.

14.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

14.3 The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

14.4 If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part.

14.5 An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.

14.6 The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.

14.7 The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.

13

Exhibit 1.1

14.8 No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.

15 Forfeiture of Shares

15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.

15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.

15.4 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.

15.5 A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

15.6 The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

14

Exhibit 1.1

16 Transmission of Shares

16.1 If a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder.

16.2 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may be.

16.3 A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

17 Amendments of Memorandum and Articles of Association and Alteration of Capital

17.1 The Company may by Ordinary Resolution:

(a) increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

(b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

15

Exhibit 1.1

(c) convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination;

(d) by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and

(e) cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.

17.2 All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

17.3 Subject to the provisions of the Statute and the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:

(a) change its name;

(b) alter or add to the Articles;

(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

(d) reduce its share capital or any capital redemption reserve fund.

18 Offices and Places of Business

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

19 General Meetings

19.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.

19.2 The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o'clock in the morning. At these meetings the report of the Directors (if any) shall be presented.

16

Exhibit 1.1

19.3 The Directors, the chief executive officer or the chairman of the board of Directors may call general meetings.

20 Notice of General Meetings

20.1 At least five clear days' notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and

(b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving that right.

20.2 The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.

21 Advance Notice for Business

21.1 At each annual general meeting, the Members shall appoint the Directors then subject to appointment in accordance with the procedures set forth in the Articles and subject to the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. At any such annual general meeting any other business properly brought before the annual general meeting may be transacted.

21.2 To be properly brought before an annual general meeting, business (other than nominations of Directors, which must be made in compliance with, and shall be exclusively governed by, Article 28) must be:

(a) specified in the notice of the annual general meeting (or any supplement thereto) given to Members by or at the direction of the Directors in accordance with the Articles;

(b) otherwise properly brought before the annual general meeting by or at the direction of the Directors; or

(c) otherwise properly brought before the annual general meeting by a Member who:

17

Exhibit 1.1

(i) is a Minimum Member at the time of giving of the notice provided for in this Article and at the time of the annual general meeting;

(ii) is entitled to vote at such annual general meeting; and

(iii) complies with the notice procedures set forth in this Article.

21.3 For any such business to be properly brought before any annual general meeting pursuant to Article 21.2(c), the Member must have given timely notice thereof in writing, either by personal delivery or express or registered mail (postage prepaid), to the Company not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the one-year anniversary of the date of the annual general meeting for the immediately preceding year. However, in the event that the date of the annual general meeting is more than 30 days before or after such anniversary date, in order to be timely, a Member's notice must be received by the Company not later than the later of: (x) the close of business 90 days prior to the date of such annual general meeting; and (y) if the first public announcement of the date of such advanced or delayed annual general meeting is less than 100 days prior to such date, 10 days following the date of the first public announcement of the annual general meeting date. In no event shall the public announcement of an adjournment or postponement of an annual general meeting, or such adjournment or postponement, commence a new time period or otherwise extend any time period for the giving of a Member's notice as described herein.

21.4 Any such notice of other business shall set forth as to each matter the Member proposes to bring before the annual general meeting:

(a) a brief description of the business desired to be brought before the annual general meeting, the reasons for conducting such business at the annual general meeting and the text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the Articles, the text of the proposed amendment), which shall not exceed 1,000 words;

(b) as to the Member giving notice and any beneficial owner on whose behalf the proposal is made:

(i) the name and address of such Member (as it appears in the Register of Members) and such beneficial owner on whose behalf the proposal is made;

(ii) the class and number of Shares which are, directly or indirectly, owned beneficially or of record by any such Member and by such beneficial owner, respectively, or their respective Affiliates (naming such Affiliates), as at the date of such notice;

(iii) a description of any agreement, arrangement or understanding (including, without limitation, any swap or other derivative or short positions, profit interests, options, hedging transactions, and securities lending or borrowing arrangement) to which

18

Exhibit 1.1

such Member or any such beneficial owner or their respective Affiliates is, directly or indirectly, a party as at the date of such notice: (x) with respect to any Shares; or (y) the effect or intent of which is to mitigate loss to, manage the potential risk or benefit of share price changes (increases or decreases) for, or increase or decrease the voting power of such Member or beneficial owner or any of their Affiliates with respect to Shares or which may have payments based in whole or in part, directly or indirectly, on the value (or change in value) of any Shares (any agreement, arrangement or understanding of a type described in this Article 21.4(b)(iii), a "Covered Arrangement"); and

(iv) a representation that the Member is a holder of record of Shares entitled to vote at such annual general meeting and intends to appear in person or by proxy at the annual general meeting to propose such business;

(c) a description of any direct or indirect material interest by security holdings or otherwise of the Member and of any beneficial owner on whose behalf the proposal is made, or their respective Affiliates, in such business (whether by holdings of securities, or by virtue of being a creditor or contractual counterparty of the Company or of a third party, or otherwise) and all agreements, arrangements and understandings between such Member or any such beneficial owner or their respective Affiliates and any other person or persons (naming such person or persons) in connection with the proposal of such business by such Member;

(d) a representation whether the Member or the beneficial owner intends or is part of a Group which intends:

(i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Ordinary Shares (or other Shares) required to approve or adopt the proposal; and/or

(ii) otherwise to solicit proxies from Members in support of such proposal;

(e) an undertaking by the Member and any beneficial owner on whose behalf the proposal is made to:

(i) notify the Company in writing of the information set forth in Articles 22.4(b)(ii), (b)(iii) and (c) above as at the record date for the annual general meeting promptly (and, in any event, within five (5) business days) following the later of the record date or the date notice of the record date is first disclosed by public announcement; and

(ii) update such information thereafter within two (2) business days of any change in such information and, in any event, as at close of business on the day preceding the meeting date; and

19

Exhibit 1.1

(f) any other information relating to such Member, any such beneficial owner and their respective Affiliates that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, such proposal pursuant to section 14 of the Exchange Act, to the same extent as if the Shares were registered under the Exchange Act.

21.5 Notwithstanding anything to the contrary, the notice requirements set forth herein with respect to the proposal of any business pursuant to this Article, other than nominations for Directors which must be made in compliance with, and shall be exclusively governed by Article 28, shall be deemed satisfied by a Member if such Member has submitted a proposal to the Company in compliance with Rule 14a-8 of the Exchange Act and such Member's proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for the annual general meeting; provided, that such Member shall have provided the information required by Article 21.4; provided, further, that the information required by Article 21.4(b) may be satisfied by providing the information to the Company required pursuant to Rule 14a-8(b) of the Exchange Act.

21.6 Notwithstanding anything in the Articles to the contrary:

(a) no other business brought by a Member (other than the nominations of Directors, which must be made in compliance with, and shall be exclusively governed by Article 28) shall be conducted at any annual general meeting except in accordance with the procedures set forth in this Article; and

(b) unless otherwise required by Applicable Law and the rules of any applicable stock exchange or quotation system on which Shares may be then listed or quoted, if a Member intending to bring business before an annual general meeting in accordance with this Article does not: (x) timely provide the notifications contemplated by Article 21.4(e) above; or (y) timely appear in person or by proxy at the annual general meeting to present the proposed business, such business shall not be transacted, notwithstanding that proxies in respect of such business may have been received by the Company or any other person or entity.

21.7 Except as otherwise provided by Applicable Law or the Articles, the chairman or co-chairman of any annual general meeting shall have the power and duty to determine whether any business proposed to be brought before an annual general meeting was proposed in accordance with the foregoing procedures (including whether the Member solicited or did not so solicit, as the case may be, proxies in support of such Member's proposal in compliance with such Member's representation as required by Article 21.4(d)) and if any business is not proposed in compliance with this Article, to declare that such defective proposal shall be disregarded. The requirements of this Article shall apply to any business to be brought before an annual general meeting by a Member other than nominations of Directors (which must be made in compliance with, and shall be exclusively governed by Article 28) and other than matters properly brought under Rule 14a-8 of the Exchange Act. For purposes of the Articles, "public announcement" shall mean: disclosure in a press release of the Company reported by the Dow Jones News Service, Associated Press or comparable news service or in a document publicly filed or furnished by the Company with or to

20

Exhibit 1.1

the United States Securities Exchange Commission pursuant to section 13, 14 or 15(b) of the Exchange Act.

21.8 Nothing in this Article shall be deemed to affect any rights of:

(a) Members to request inclusion of proposals in the Company's proxy statement pursuant to applicable rules and regulations under the Exchange Act; or

(b) the holders of any class of Preference Shares, or any other class of Shares authorised to be issued by the Company, to make proposals pursuant to any applicable provisions thereof.

21.9 Notwithstanding the foregoing provisions of this Article, a Member shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Article, if applicable.

22 Proceedings at General Meetings

22.1 No business shall be transacted at any general meeting unless a quorum is present. The holders of a majority of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum.

22.2 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

22.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

22.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum.

22.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen

21

Exhibit 1.1

minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

22.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting.

22.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

22.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.

22.9 If a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting.

22.10 When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed.

22.11 A resolution put to the vote of the meeting shall be decided on a poll.

22.12 A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

22.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

22.14 In the case of an equality of votes the chairman shall be entitled to a second or casting vote.

22

Exhibit 1.1

23 Votes of Members

23.1 Subject to any rights or restrictions attached to any Shares, every Member present in any such manner shall have one vote for every Share of which he is the holder.

23.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

23.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or other person on such Member's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.

23.4 No person shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.

23.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive.

23.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.

23.7 A Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed.

24 Proxies

24.1 The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other

23

Exhibit 1.1

non natural person, under the hand of its duly authorised representative. A proxy need not be a Member.

24.2 The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote.

24.3 The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid.

24.4 The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

24.5 Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

25 Corporate Members

25.1 Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.

25.2 If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further

24

Exhibit 1.1

evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held by the Clearing House (or its nominee(s)).

26 Shares that May Not be Voted

Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

27 Directors

There shall be a board of Directors consisting of not less than one person provided however that, subject to Article 30.1, the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.

28 Nomination of Directors

28.1 Subject to Article 30.1, nominations of persons for election as Directors may be made at an annual general meeting only by:

(a) the Directors; or

(b) by any Member who:

(i) is a Minimum Member at the time of giving of the notice provided for in this Article and at the time of the annual general meeting;

(ii) is entitled to vote for the appointments at such annual general meeting; and

(iii) complies with the notice procedures set forth in this Article (notwithstanding anything to the contrary set forth in the Articles, this Article 28.1(b) shall be the exclusive means for a Member to make nominations of persons for election of Directors at an annual general meeting).

28.2 Any Member entitled to vote for the elections may nominate a person or persons for election as Directors only if written notice of such Member's intent to make such nomination is given in accordance with the procedures set forth in this Article, either by personal delivery or express or registered mail (postage prepaid), to the Company not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the one-year anniversary of the date of the annual general meeting for the immediately preceding year. However, in the event that the date of the annual general meeting is more than 30 days before or after such anniversary date, in order to be timely, a Member's notice must be received by the Company not later than the later of: (x) the close of business 90 days prior to the date of such annual general meeting; and (y) if the first public announcement of the date of such advanced or delayed annual general meeting

25

Exhibit 1.1

is less than 100 days prior to such date, 10 days following the date of the first public announcement of the annual general meeting date. In no event shall the public announcement of an adjournment or postponement of an annual general meeting, or such adjournment or postponement, commence a new time period or otherwise extend any time period for the giving of a Member's notice as described herein. Members may nominate a person or persons (as the case may be) for election to the Directors only as provided in this Article and only for such class(es) as are specified in the notice of annual general meeting as being up for election at such annual general meeting.

28.3 Each such notice of a Member's intent to make a nomination of a Director shall set forth:

(a) as to the Member giving notice and any beneficial owner on whose behalf the nomination is made:

(i) the name and address of such Member (as it appears in the Register of Members) and any such beneficial owner on whose behalf the nomination is made;

(ii) the class and number of Shares which are, directly or indirectly, owned beneficially and of record by such Member and any such beneficial owner, respectively, or their respective Affiliates (naming such Affiliates), as at the date of such notice;

(iii) a description of any Covered Arrangement to which such Member or beneficial owner, or their respective Affiliates, directly or indirectly, is a party as at the date of such notice;

(iv) any other information relating to such Member and any such beneficial owner that would be required to be disclosed in a proxy statement in connection with a solicitation of proxies for the election of Directors in a contested election pursuant to section 14 of the Exchange Act; and

(v) a representation that the Member is a holder of record of Shares entitled to vote at such annual general meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in such Member's notice;

(b) a description of all arrangements or understandings between the Member or any beneficial owner, or their respective Affiliates, and each nominee or any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Member;

(c) a representation whether the Member or the beneficial owner is or intends to be part of a Group which intends:

(i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Ordinary Shares (or other Shares) required to elect the Director or Directors nominated; and/or

26

Exhibit 1.1

(ii) otherwise to solicit proxies from Members in support of such nomination or nominations;

(d) as to each person whom the Member proposes to nominate for election or re-election as a Director:

(i) all information relating to such person as would have been required to be included in a proxy statement filed in connection with a solicitation of proxies for the election of Directors in a contested election pursuant to section 14 of the Exchange Act;

(ii) a description of any Covered Arrangement to which such nominee or any of his Affiliates is a party as at the date of such notice

(iii) the written consent of each nominee to being named in the proxy statement as a nominee and to serving as a Director if so elected; and

(iv) whether, if elected, the nominee intends to tender any advance resignation notice(s) requested by the Directors in connection with subsequent elections, such advance resignation to be contingent upon the nominee's failure to receive a majority vote and acceptance of such resignation by the Directors; and

(e) an undertaking by the Member of record and each beneficial owner, if any, to (i) notify the Company in writing of the information set forth in Articles 29.3(a)(ii), (a)(iii), (b) and (d) above as at the record date for the annual general meeting promptly (and, in any event, within five (5) business days) following the later of the record date or the date notice of the record date is first disclosed by public announcement and (ii) update such information thereafter within two (2) business days of any change in such information and, in any event, as at close of business on the day preceding the meeting date.

28.4 No person shall be eligible for election as a Director unless nominated in accordance with the procedures set forth in the Articles. Except as otherwise provided by Applicable Law or the Articles, the chairman or co-chairman of any annual general meeting to elect Directors or the Directors may, if the facts warrant, determine that a nomination was not made in compliance with the foregoing procedure or if the Member solicits proxies in support of such Member's nominee(s) without such Member having made the representation required by Article 28.3(c); and if the chairman, co-chairman or the Directors should so determine, it shall be so declared to the annual general meeting, and the defective nomination shall be disregarded. Notwithstanding anything in the Articles to the contrary, unless otherwise required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, if a Member intending to make a nomination at an annual general meeting in accordance with this Article does not:

(a) timely provide the notifications contemplated by of Article 28.3(e); or

27

Exhibit 1.1

(b) timely appear in person or by proxy at the annual general meeting to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Company or any other person or entity.

28.5 Notwithstanding the foregoing provisions of this Article, any Member intending to make a nomination at an annual general meeting in accordance with this Article, and each related beneficial owner, if any, shall also comply with all requirements of the Exchange Act and the rules and regulations thereunder applicable to the same extent as if the Shares were registered under the Exchange Act with respect to the matters set forth in the Articles; provided, however, that any references in the Articles to the Exchange Act are not intended to and shall not limit the requirements applicable to nominations made or intended to be made in accordance with Article 28.1(b).

28.6 Nothing in this Article shall be deemed to affect any rights of the holders of any class of Preference Shares, or any other class of Shares authorised to be issued by the Company, to appoint Directors pursuant to the terms thereof.

28.7 To be eligible to be a nominee for election or re-election as a Director pursuant to Article 28.1(b), a person must deliver (not later than the deadline prescribed for delivery of notice) to the Company a written questionnaire prepared by the Company with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Company upon written request) and a written representation and agreement (in the form provided by the Company upon written request) that such person:

(a) is not and will not become a party to:

(i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to the Company; or

(ii) any Voting Commitment that could limit or interfere with such person's ability to comply, if elected as a Director, with such person's duties under Applicable Law;

(b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein;

(c) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director, and will comply with, Applicable Law and corporate governance, conflict of interest, confidentiality

28

Exhibit 1.1

and share ownership and trading policies and guidelines of the Company that are applicable to Directors generally; and

(d) if elected as a Director, will act in the best interests of the Company and not in the interest of any individual constituency. The nominating and governance committee shall review all such information submitted by the Member with respect to the proposed nominee and determine whether such nominee is eligible to act as a Director. The Company and the nominating and governance committee of the Directors may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent Director or that could be material to a reasonable Member's understanding of the independence, or lack thereof, of such nominee.

28.8 At the request of the Directors, any person nominated for election as a Director shall furnish to the Company the information that is required to be set forth in a Members' notice of nomination pursuant to this Article.

28.9 Any Member proposing to nominate a person or persons for election as Director shall be responsible for, and bear the costs associated with, soliciting votes from any other voting Member and distributing materials to such Members prior to the annual general meeting in accordance with the Articles and applicable rules of the United States Securities Exchange Commission. A Member shall include any person or persons such Member intends to nominate for election as Director in its own proxy statement and proxy card.

29 Powers of Directors

29.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

29.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.

29.3 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

29

Exhibit 1.1

29.4 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

30 Appointment and Removal of Directors

30.1 The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.

30.2 The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.

30.3 The Directors shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the board of Directors. At the 2020 annual general meeting of the Company, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the 2021 annual general meeting of the Company, the term of office of the Class II Directors shall expire and Class II Directors shall be elected for a full term of three (3) years. At the 2022 annual general meeting of the Company, the term of office of the Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of the Company, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the board of Directors shall shorten the term of any incumbent Director.

31 Vacation of Office of Director

The office of a Director shall be vacated if:

(a) the Director gives notice in writing to the Company that he resigns the office of Director; or

(b) the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or

(c) the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or

30

Exhibit 1.1

(d) the Director is found to be or becomes of unsound mind; or

(e) all of the other Directors (being not less than two in number) determine that he should be removed as a Director for Cause (and not otherwise), either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors.

32 Proceedings of Directors

32.1 The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be a majority if there are three or more Directors, shall be two if there are two Directors, and shall be one if there is only one Director.

32.2 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Subject to this Article, questions arising at any meeting shall be decided by a majority of votes. At a meeting called for the purposes of considering and, if thought fit, approving, and making a recommendation to the Members for the approval of, a Business Combination, the decisions regarding such Business Combination shall be decided by a majority of at least two-thirds of votes. In the case of an equality of votes, the chairman or, if there are co-chairmans, each co-chairman, shall have a second or casting vote.

32.3 A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman or co-chairman is located at the start of the meeting.

32.4 A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

32.5 A Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors by at least two days' notice in writing to every Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.

32.6 The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing

31

Exhibit 1.1

Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.

32.7 The Directors may elect a chairman or co-chairman of their board and determine the period for which he is to hold office; but if no such chairman or co-chairman is elected, or if at any meeting the chairman or co-chairman is not present within fifteen minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.

32.8 All acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.

32.9 A Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

33 Presumption of Assent

A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or co-chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

34 Directors' Interests

34.1 A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

34.2 A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

34.3 A Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any

32

Exhibit 1.1

remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

34.4 No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

34.5 A general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

35 Minutes

The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors present at each meeting.

36 Delegation of Directors' Powers

36.1 The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee). Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

36.2 The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be

33

Exhibit 1.1

governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

36.3 The Directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, if established, shall consist of such number of Directors as the Directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law).

36.4 The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

36.5 The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

36.6 The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate his office at any time if he gives notice in writing to the Company that he resigns his office.

37 No Minimum Shareholding

The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

34

Exhibit 1.1

38 Remuneration of Directors

38.1 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

38.2 The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

39 Seal

39.1 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some Officer or other person appointed by the Directors for the purpose.

39.2 The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

39.3 A Director or Officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

40 Dividends, Distributions and Reserve

40.1 Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.

35

Exhibit 1.1

40.2 Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.

40.3 The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise.

40.4 The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.

40.5 Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.

40.6 The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.

40.7 Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.

40.8 No Dividend or other distribution shall bear interest against the Company.

40.9 Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or

36

Exhibit 1.1

other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.

41 Capitalisation

The Directors may at any time capitalise any sum standing to the credit of any of the Company's reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.

42 Books of Account

42.1 The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

42.2 The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.

42.3 The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

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Exhibit 1.1

43 Audit

43.1 The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.

43.2 Without prejudice to the freedom of the Directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

43.3 If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.

43.4 The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).

43.5 If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

43.6 Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for the performance of the duties of the Auditor.

43.7 Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.

44 Notices

44.1 Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address

38

Exhibit 1.1

provided by such Member). Notice may also be served by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any othercompetent regulatory authority or by placing it on the Company’s Website.

44.2 Where a notice is sent by:

(a) courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier;

(b) post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted;

(c) cable, telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted;

(d) e-mail or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient; and

(e) placing it on the Company’s Website; service of the notice shall be deemed to have been effected one hour after the notice or document was placed on the Company’s Website.

44.3 A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

44.4 Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

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Exhibit 1.1

45 Winding Up

45.1 If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:

(a) if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or

(b) if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.

45.2 If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

46 Indemnity and Insurance

46.1 Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former Officer (each an "Indemnified Person") shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.

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Exhibit 1.1

46.2 The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

46.3 The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

47 Financial Year

Unless the Directors otherwise prescribe, the financial year of the Company shall end on the last day of February in each year and, following the year of incorporation, shall begin on 1st March in each year.

48 Transfer by Way of Continuation

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

49 Mergers and Consolidations

The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

50 Business Opportunities

50.1 To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer (“Management”) shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, Management shall have no

41

Exhibit 1.1

duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company.

50.1 To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.

50.2 Notwithstanding anything to the contrary in this Article, such renouncement shall not apply to any business opportunity that is expressly offered to such person solely in his capacity as a Director or Officer and it is an opportunity the Company is able to complete on a reasonable basis.

42

EX-2.5

Exhibit 2.5

Description of Securities

The following description of the securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, of Triterras, Inc., (“we,” “us,” “our” or the “Company”) is a summary of the material terms of our securities and certain provisions of our memorandum and articles of association. This summary does not purport to be complete and is qualified in its entirety by the provisions of our memorandum and articles of association previously filed with the U.S. Securities and Exchange Commission and incorporated by reference as an exhibit to the annual report on Form 20-F of which this Exhibit 2.5 is a part, as well as to the applicable provisions of Cayman Islands law. We encourage you to read our memorandum and articles of association, and applicable provisions of Cayman Islands law carefully.

Share Capital

The Company is a Cayman Islands exempted company (company number 360185) and its affairs are governed by its memorandum and articles of association (the “Articles”), the Companies Act and the common law of the Cayman Islands. Pursuant to the Articles, the Company is authorized to issue 469,000,001 ordinary shares of $0.0001 par value each (“Ordinary Shares”) and 30,999,999 preference shares of $0.0001 par value each.

Pursuant to clause 3 of the memorandum of the Company, the objects for which the Company is established are unrestricted and the Company has full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

The Company currently has only one class of issued Ordinary Shares, which have identical rights in all respects and rank equally with one another. As of February 28, 2022, there were 76,524,081 Ordinary Shares of the Company outstanding.  There were also 25,981,000 Triterras Warrants outstanding, each exercisable at $11.50 per share.

Ordinary Shares

Holders of Ordinary Shares are entitled to one vote for each share held of record on all matters to be voted on by shareholders.

There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

Holders of Ordinary Shares will not have any conversion, preemptive or other subscription rights and there will be no sinking fund or redemption provisions applicable to the Ordinary Shares. There are no provisions within the Articles which discriminate against any existing or prospective shareholder as a result of owning a substantial number of shares of the Company.

Dividends

Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of the Company’s board of directors and will depend upon such factors as earnings levels, capital requirements, contractual restrictions, the Company’s overall financial condition, available distributable reserves and any other factors deemed relevant by the Company’s board of directors.

Liquidation

On a winding-up or other return of capital, subject to any special rights attaching to any other class of shares, holders of Ordinary Shares will be entitled to participate in any surplus assets in proportion to the par value of their shareholdings.

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Comparison of Corporate Governance and Shareholder Rights

Differences in Corporate Law

Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements

In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).

Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 66 ⅔% in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such other authorization, if any, as may be specified in such constituent company’s memorandum and articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company if a copy of the plan of merger or consolidation is given to every member of the subsidiary company to be merged unless that member agrees otherwise.

The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.

Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is existing, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted; and (v) there are no reasons why it would be against the public interest to allow the merger or consolidation.

Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation. The declaration shall include a statement of the assets and liabilities of the foreign company made up to the latest practicable date before making the declaration.

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Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

Moreover, Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at an annual general meeting, or extraordinary general meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands and delivered for registration in accordance with the provisions of the Companies Act. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

•we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;

•the shareholders have been fairly represented at the meeting in question;

•the arrangement is such as a businessman would reasonably approve; and

•the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”

If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations.

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Squeeze-out Provisions

When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.

Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements of an operating business.

Shareholders’ Suits

Our Cayman Islands legal counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply to permit an individual shareholder to bring proceedings on behalf of the Company in circumstances in which:

•a company is acting, or proposing to act, illegally or beyond the scope of its authority;

•the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or

•those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.

Enforcement of Civil Liabilities

The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

We have been advised by our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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Special Considerations for Exempted Companies

We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

•an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;  

•an exempted company’s register of members is not open to inspection;

•an exempted company does not have to hold an annual general meeting;

•an exempted company may issue shares with no par value;

•an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

•an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

•an exempted company may register as a limited duration company; and

•an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Indemnification of Directors and Executive Officers and Limitation of Liability

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Articles permit indemnification of officers and directors for any liability, action, proceeding, claim, demand, costs damages or expenses, including legal expenses, incurred in their capacities as such unless such liability (if any) arises from actual fraud, willful neglect or willful default which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.¹ Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in the Articles

Some provisions of the Articles may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including a provision that authorizes our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

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Such shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue these preference shares, the price of our Ordinary Shares may fall and the voting and other rights of the holders of our Ordinary Shares may be materially adversely affected.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under the Articles for a proper purpose and for what they believe in good faith to be in the best interests of our company.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. A director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

•duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

•duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

•directors should not improperly fetter the exercise of future discretion;

•duty to exercise powers fairly as between different sections of shareholders;

•duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

•duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

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Shareholder Action by Written Consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. The Articles provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. The Articles allow any one or more of our shareholders holding shares which carry in aggregate not less than ninety-five percent (95%) of the total number of votes attaching to all issued and the outstanding shares of our company as at the date of the deposit that are entitled to vote at general meetings to duly convene an extraordinary general meeting of our shareholders. As a Cayman Islands exempted company, we are not obliged by law to call for shareholders’ annual general meetings.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, the Articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the issued and outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Articles, directors may be removed with or without cause, by an ordinary resolution of our shareholders. A director will also cease to be a director if he or she (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing; (iv) the director absents himself or herself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of directors without special leave of absence from the directors, and the directors pass a resolution that he or she has by reason of such absence vacated office; or (v) all of the other directors (being not less than two in number) determine that he or she should be removed as a director for “Cause” (i.e., a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a director or the Company into disrepute or which results in a material financial detriment to the Company) (and not otherwise), either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other directors.

Transactions with Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute under its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding

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voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.

Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Under the Articles, if the Company is wound up, the liquidator of our company may distribute the assets with the sanction of a special resolution of the shareholders and any other sanction required by law.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.

Under the Articles, if our share capital is divided into more than one class of shares, the rights attached to any such class may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued shares of that class where such variation is considered by the directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued shares of that class or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the shares of that class.

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote on the matter, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, the Articles may only be amended by a special resolution of the shareholders.

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by the Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in the Articles governing the ownership threshold above which shareholder ownership must be disclosed.

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Directors’ Power to Issue Shares

Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, or other rights or restrictions.

Calls on Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares subject to the shareholder receiving at least fourteen days' notice specifying the time or times of payment.

Inspection of Books and Records

Under the Delaware General Corporation Law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records.

Holders of our shares have no general right under Cayman Islands law to inspect or obtain copies of our register of members or our corporate records except as conferred by the Companies Act or authorized by the directors or by the Company in a general meeting.

Waiver of Certain Corporate Opportunities

Under the Articles, the Company has renounced any interest or expectancy of the Company in, or in being offered an opportunity to participate in, certain opportunities where such opportunities come into the possession of one of our directors other than in his or her capacity as a director (as more particularly described in the Articles). This is subject to applicable law and may be waived by the relevant director.

Directors

A director is not required to hold any shares in the Company by way of qualification unless and until the Company in general meeting may fix a minimum shareholding required to be held by a director.

A director may vote with respect to any contract, proposed contract or arrangement in which he is materially interested provided that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

A director may exercise all the powers of the Company to borrow money, mortgage or charge its undertaking, property and assets (present and future) and uncalled capital, and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

The directors shall receive such remuneration as our board shall from time to time determine.The directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of directors or committees of directors, or general meetings of the Company, or separate meetings of the holders of any class of shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a director, or to receive a fixed allowance in respect thereof as may be determined by the directors, or a combination partly of one such method and partly the other. The directors may by resolution approve additional remuneration to any director for any services which in the opinion of the directors go beyond his ordinary routine work as a director.

There is no age limit requirement with respect to the retirement or non-retirementof a director. 

Appointment and removal

The directors of the Company (the “Directors”) shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the board of Directors. At the 2021 annual general meeting of the Company, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the 2022 annual general meeting of the Company, the term of office of the Class II Directors shall expire and Class II Directors

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shall be elected for a full term of three (3) years. At the 2023 annual general meeting of the Company, the term of office of the Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of the Company, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal.

There is no cumulative voting with respect to the appointment of directors.

An ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company, is required to elect a director.

Under the Articles, directors may be removed with or without cause, by an ordinary resolution of our shareholders. A director will also cease to be a director if he or she (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing; (iv) the director absents himself or herself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of directors without special leave of absence from the directors, and the directors pass a resolution that he or she has by reason of such absence vacated office; or (v) all of the other directors (being not less than two in number) determine that he or she should be removed as a director for “Cause” (i.e., a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a director or the Company into disrepute or which results in a material financial detriment to the Company) (and not otherwise), either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other directors.

Enforceability of Civil Liability under Cayman Islands Law

We have been advised by our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize, or enforce against us, judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the securities laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is recent Privy Council authority (which is binding on the Cayman Islands Court) in the context of a reorganization plan approved by the New York Bankruptcy Court which suggests that due to the universal nature of bankruptcy/insolvency proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without applying the principles outlined above. However, a more recent English Supreme Court authority (which is highly persuasive but not binding on the Cayman Islands Court), has expressly rejected that approach in the context of a default judgment obtained in an adversary proceeding brought in the New York Bankruptcy Court by the receivers of the bankruptcy debtor against a third party, and which would not have been enforceable upon the application of the traditional common law principles summarized above and held that foreign money judgments obtained in bankruptcy/insolvency proceedings should be enforced by applying the principles set out above, and not by the simple exercise of the Courts’ discretion. Those cases have now been considered by the Cayman Islands Court. The Cayman Islands Court was not asked to consider the specific question of whether a judgment of a bankruptcy court in an adversary proceeding would be enforceable in the Cayman Islands, but it did endorse the need for active assistance of overseas bankruptcy proceedings. We understand that the Cayman Islands Court’s decision in that case has been appealed and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty.

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Anti-Money Laundering — Cayman Islands

If any person in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (as amended) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (as amended) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

Data Protection — Cayman Islands

We have certain duties under the Data Protection Act (as amended) of the Cayman Islands (the “DPA”) based on internationally accepted principles of data privacy.

Privacy Notice

Introduction

This privacy notice puts our shareholders on notice that through your investment in the Company you will provide us with certain personal information which constitutes personal data within the meaning of the DPA (“personal data”). In the following discussion, the “company” refers to us and our affiliates and/or delegates, except where the context requires otherwise.

Investor Data

We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.

In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to us.

We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.

Who this Affects

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in the company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.

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How the Company May Use a Shareholder’s Personal Data

The company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:

1.where this is necessary for the performance of our rights and obligations under any purchase agreements;

2.where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or

3.where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.

Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.

Why We May Transfer Your Personal Data

In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.

We anticipates disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.

The Data Protection Measures We Take

Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.

We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.

We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.

Triterras Warrants

The Triterras Warrants represent the right to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described below.  The Triterras Warrants will expire on the fifth anniversary of Closing (November 10, 2025) at 5:00 p.m. New York City time, or upon an earlier redemption or liquidation.  The Triterras Warrants are governed by the Warrant Agreement that was entered into by the Company and Continental Stock Transfer & Trust Company, as warrant agent, in connection with the Netfin IPO.  You should review a copy of the Warrant Agreement.

Public Warrants

The following description applies to Public Warrants.

We will not be obligated to deliver any Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfaction of our obligations described below with respect to registration. No warrant is exercisable and we will not obligated to issue an Ordinary Share upon exercise of a warrant unless the Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are

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not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant.

The company has agreed that it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Ordinary Shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the Closing, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, we may call the warrants for redemption:

(a)in whole and not in part;

(b)at a price of $0.01 per warrant;

(c)upon not less than 30 days’ prior written notice of redemption ; and

(d)if, and only if, the reported last sale price of the Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders.

If and . to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of the Ordinary Shares (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Ordinary Shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of Ordinary Shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option if we do not need the cash from the exercise of the warrants. If we call the warrants for redemption and the holders of the Private Placement Warrants do not take advantage of this option, the holders of the Private Placement Warrants and their permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Ordinary Shares outstanding immediately after giving effect to such exercise.

If the number of outstanding Ordinary Shares is increased by a share capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of Ordinary Shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the fair market value will be deemed a share capitalization of a number

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of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Ordinary Shares) and (ii) the quotient of (x) the price per Ordinary Share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other securities into which the warrants are convertible), other than (a) as described above and (b) certain ordinary cash dividends, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Ordinary Share in respect of such event.

If the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Ordinary Shares.

Whenever the number of Ordinary Shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Ordinary Shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Ordinary Shares so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than those described above or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the Company’s outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Ordinary Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Ordinary Shares in such a transaction is payable in the form of Ordinary Shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.

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The warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Ordinary Shares and any voting rights until they exercise their warrants and receive Ordinary Shares. After the issuance of Ordinary Shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

Private Placement Warrants

The following description applies to Private Placement Warrants.

The Private Placement Warrants (including the Ordinary Shares issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after Closing (December 11, 2020), subject to certain limited exceptions, and they will not be redeemable by us so long as they are held by the Netfin Sponsor, members of the Netfin Sponsor or their permitted transferees. The Netfin Sponsor or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Except as described below, Private Placement Warrants have terms and provisions that are identical to those of the public warrants. If the Private Placement Warrants are held by holders other than the Netfin Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the public warrants.

If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of the Ordinary Shares (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Netfin Sponsor or its permitted transferees is because, by virtue of their holdings of Ordinary Shares, they are affiliated with the Company and their ability to sell our securities in the open market is significantly limited. We have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders are permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants and sell the Ordinary Shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.

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EX-8.1

EXHIBIT 8.1

Triterras, Inc

List of Subsidiaries

This list reflects our list of subsidiaries as of February 28, 2022.

Name	Country of Incorporation and Place of Business Address		Nature of Business	Proportion of Ordinary Shares Held Directly or Indirectly by the Company
Triterras Fintech Pte.  Ltd.	Singapore	Singapore	Financial Technology	100%
Triterras Fintech UK Limited	United Kingdom	United Kingdom	Finance Technology	100%
Triterras Fintech USA Inc.	USA	USA	Financial Technology	100%
IB Holdings Limited    (shares acquired on  May 20, 2021)	United Arab Emirates	Abu Dhabi	Investment Holding	100%
Invoice Bazaar Forfaiting Services    LLC (JV of IB Holdings) (shares    assumed on May 20, 2021)	United Arab Emirates	Dubai	Forfaiting Services; payment services provider	49%
Techfin Solutions FZCO (subsidiary    of IB Holdings) (99 shares    assumed on May 20, 2021;    remaining 1 share acquired    on September 3, 2021)	United Arab Emirates	Dubai	Public Network Services; Portal	100%
Triterras Fintech Swiss AG	Switzerland	Switzerland	Financial Technology Finance	100%
TR Receivables SPV Limited	United Arab Emirates	Abu Dhabi	Investment Holding	100%
IBF Global Trading LLC (fka Invoice Bazaar General Trading LLC)	United Arab Emirates	Dubai	General Trading	100%

EX-11.1

Exhibit 11.1

TRITERRAS, INC. CODE OF BUSINESS CONDUCT AND ETHICS

(Adopted by the Audit Committee of the Board of Directors,

as revised on April 28, 2022)

1.Introduction

This Code of Business Conduct and Ethics (this “Code”) applies to all directors, officers, and employees of Triterras, Inc. and its subsidiaries (collectively, the “Company” or “Triterras”), whether such individuals work for the Company on a full-time, part-time, consultative, or temporary basis (including employees outsourced from employment agencies or other entities (each an “Employee” and collectively, “Employees”).  This Code is designed to deter wrongdoing and to promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the U.S. Securities and Exchange Commission and in other public communications made by the Company;

• Compliance with applicable governmental laws, rules and regulations;

• The prompt internal reporting of violations of Company policies, including this Code, to an appropriate persons identified below; and

• Accountability for adherence to this Code.

Any waiver of any provision of this Code must be approved by the Board of Directors (the “Board”)¹, only where circumstances warrant granting a waiver, or a committee of the Board and will be promptly disclosed if and as required by applicable securities law and/or stock exchange rules.

Triterras is committed to the highest standards of business conduct in our relationships with each other and with our customers, funders, investors, shareholders and other business partners. The conduct of all Employees should reflect the Company’s values and promote a work environment that upholds and improves Triterras’ reputation for integrity and trust.  Moreover, Employees should

1

Exhibit 11.1

always conduct business in accordance with Triterras’ values and all applicable laws and regulations. This Code serves as a guide when faced with legal or ethical questionsalthough itisnotall-inclusiveasitisnotexpectedthattheCodewillanswereverypossible question that may arise in an Employee’s performance of their duties. Employees are expected to use their reasonable judgment at all times to follow the highest ethical standards to which Triterras is committed. If any Employee is concerned about whether a specific conduct meets Triterras’ policy and procedures, such Employee is responsible for seeking guidance as to ensure he or she fully understands Triterras’ expectations and their role and responsibility in comply with the Code.

To the extent any of the Company’ other key policies and procedures contain provisions that are more restrictive on you than the policies and guidelines contained in this Code, you are expected to follow other key policies and procedures, which shall govern and prevail over this Code.

The following are examples of conduct that are a serious violation of this Code, or the Company’s other policies, and may, subject to applicable laws, result in disciplinary action by the Company, up to and including termination of employment, regulatory sanction and, if warranted, civil legal action or referral to criminal prosecution:

• Actions that violate any Companypolicy or policies;

• Requesting others to violate any Companypolicy or policies;

• Failure to promptly disclose a known or suspected violation of any Company policy;

• Failure to cooperate in the Company’s investigations of possible violations of any Company policy; and/or

• Retaliation (or threatened retaliation) against other Employees for providing information or otherwise assisting in an investigation or proceeding in good faith regarding any conduct that an Employee believes constitutes a violation of applicable laws or regulations, the Code or any Company policy.

This Code provides an outline of the fundamental principles and key policies and procedures that govern the conduct of our business:

• Compliance with Triterras, Inc. Policies (Insider Trading, Anti-Bribery and Anti-Corruption, Anti-Money Laundering & Sanctions and CompetitionLaw);

• Conflicts of Interest;

• Improper Personal Gains;

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Exhibit 11.1

• Confidential Information;

• Fair Dealing;

• Protection and Proper Use of Triterras, Inc.’s Assets;

• Compliance with Laws, Rules and Regulations;

• Accuracy of Records; and

• Whistleblowing - Reporting Any Illegal or Unethical Behavior.

2.Compliance with Triterras, Inc. Policies (Insider Trading, Anti-Bribery and Anti-Corruption, Anti-Money Laundering & Sanctions and CompetitionLaw)

Akeyelementofensuringthatweconductourselveslegallyandethicallyatalltimes,istocomply with all applicable laws and Triterras’ policies, in particular thefollowing:

Insider Trading Policy

Federal and state laws of the United States prohibit trading in securities by persons who have material nonpublic information. Information is "material" if a reasonable investor would consider such information important to his or her investment decision. Information is nonpublic until it has been broadly disclosed to the marketplace (such as through a public filing with the U.S. Securities and Exchange Commission or the issuance of a press release) and the marketplace has had time to absorb the information.

Employees of the Company may not a) trade in stock or other securities while in possession of material nonpublic information or b) pass on material nonpublic information to others without express authorization by the Company or recommend to others that they trade in stock or other securities based on material nonpublic information.

For further information, please see the Triterras, Inc. Insider Trading Policy on our website at https://triterras.com/

Anti-Bribery and Anti-Corruption Policy

Triterras and its Employees are subject to anti-bribery and anti-corruption laws and regulations in

3

Exhibit 11.1

the jurisdictions where we conduct business, including the U.S. Foreign Corrupt Practices Act, Singapore’s Prevention of Corruption Act, and the U.K. Bribery Act. Triterras has zero tolerance to corruption and bribery. The Company prohibits offering, giving, promising, transferring, or soliciting anything of value, directly or indirectly, to or from any third party, any public or government official, including employees of state-owned enterprises or foreign political candidates, or any other party to secure an improper benefit. Employees may not make illegal payments to government officials themselves or through a third party. Employees who are conducting business with the government officials of any country must contact the Legal Department for guidance on the law governing payments and gifts to governmental officials.

For further information, please see the Triterras, Inc. Anti-Bribery and Anti-Corruption Policy on our website at https://triterras.com/

Anti-Money Laundering and Sanctions Policy

The Company is committed to (i) combatting financial crime and protecting the integrity of the financial system and (ii) establishing and implementing appropriate processes, systems and controls to protect Triterras, its customers, shareholders, employees, and the communities it serves from money laundering. Our Anti-Money Laundering and Sanctions Policy sets out control standards for us to conduct business in accordance with applicable anti-money laundering and sanctions laws, rules, and regulations.

Triterras may, in its sole discretion, also decide not to process transactions, provide products or services or otherwise engage in transactions or other activity even if permitted by applicable sanctions laws and regulations where these activities fall outside of Triterras’ risk appetite. Further, the Company will comply with obligations to report sanctions violations to the relevant regulatory authority, including where a violation relates to any attempt by a customer to evade or circumvent sanctions laws and regulations.

For further information, please see the Triterras, Inc. Anti-Money Laundering and Sanctions Policy on our website at https://triterras.com/

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Exhibit 11.1

Competition Law Policy

Employees or agents of the Company may not discuss prices or make any formal or informal agreement with any competitor regarding prices, discounts, business terms, or the market segments and channels in which the Company competes, where the purpose or result of such discussion or agreement would be inconsistent with applicable antitrust laws. If you have any questions about this section or the applicable antitrust laws, please contact the Legal Department.

For further information, please see the Triterras, Inc. Competition Law Policy on our website at https://triterras.com/

3. Conflicts ofInterest

It is the Company’s policy that Employees dedicate their best efforts to the Company’s business and to make decisions that affect the Company using objective and independent standards. Employees must avoid any conflict between their personal interests and those ofthe Company.Thepurposeofthispolicyistoensurethat the Company operates with high ethical standards, honesty and integrity, and therefore its reputation, are not compromised.

A“conflictofinterest”occurswhenan Employee’s private interests interfere in any way, or even appear to interfere, with the interests of the Company. A conflict of interest can arise when an Employee takes actions or has interests that may make it difficult to perform their work or duties assigned by Triterras in an objective, unbiased and effective manner. Conflicts of interest may also arise when an Employee’s personal relationship with a customer, supplier, competitor, business partner, or other employee that impairs or may impair the Employee's objective business judgment. For example, a conflict of interest may occur when an Employee is:

• Holding an interest in or accepting free or discounted goods from any organization that does,orisseekingtodo,businesswithTriterras,ifthe Employee isinapositiontodirectlyor indirectlyinfluenceeitherTriterras’sdecisiontodobusiness,orthetermsuponwhich business could be done with suchorganization;

• Profiting personally, e.g., through commissions, loans, expense reimbursements or other payments, from any organization seeking to do business with Triterras;

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Exhibit 11.1

• Engaging in any business competing with Triterras;

• Holding any material interest in a competitor to Triterras;

• Being employed by (including as a consultant) or seeking to do personal business with a competitor to Triterras;or

• Taking part in a Triterras business decision that involves Triterras with which suchpersonorsuchperson’sfamilymembershaveapersonalaffiliationoraTriterras decision that involves hiring or supervising a familymember.

Exceptions to this policy may only be made after review and approval of specific or general categories by (i) agreement of at least two members of senior management (in the case of employees)or(ii)theBoardoracommitteethereof(inthecaseofexecutiveofficersordirectors). Conflicts of interest may not always be clear cut, so if you have a question, you should always err on the side of caution and consult with your supervisors, managers, or other appropriate personnel.

IfyoubecomeawareofaconflictorpotentialconflictinvolvinganEmployee,youshouldpromptly bring it to the attention of a supervisor or manager. Any supervisor or manager who receives a report of a conflict or potential conflict must report it immediately to the Legal Department of Triterras. An actual or potential conflict of interest involving a member of senior management shouldbediscloseddirectlytothe Audit Committee Chairmanwhowilldisclosesuchconflict of interest to the Board, and actual or potential conflicts of interest involving an executive officer ordirectorshouldbediscloseddirectlytotheBoard.Alternatively,an Employee mayutilizethenotification procedures described in the WhistleblowingPolicy.

4. ConfidentialInformation

Triterras’ confidential or proprietary information is a tremendously valuable asset that differentiates us from our competitors and is protected by law and we also have terms in our key agreements to protect this information. Some of this information is also considered protectable trade secrets under the law. Much of the information with which we come into contact at work each day is confidential. Confidential information is not generally known to competitors and others outside the Company and may include: financial information, including but not limited to information about sales, earnings, expenses and investments; pricing information; vendor or supplier lists; customer data; business development materials; personnel files; Company policies, manuals, guidelines, and

6

Exhibit 11.1

procedures; computer software; videos; and memos. Confidential information is critical to our competitive advantage and must not be disclosed, except as specifically authorized or legally required. Information that has been made public by the Company, such as press releases, news articles or advertisements, is not considered confidential and does not require protection. It is the responsibility of each of us to use discretion in handling Company information so that we do not inadvertently reveal confidential information to competitors, vendors, suppliers, friends and/or family members. If you are unsure about whether certain information is confidential, presume that it is Everyone is responsible for the protection of Triterras’ confidential or proprietary information and trade secrets. Misusing or disclosing information that Triterras considers confidential or proprietary or a trade secret, whether during or after employment, is prohibited and is a violation of the Code and your employment agreements or its equivalent. In certain circumstances, it may also be a violation of law. Before you disclose or distribute any confidential information, senior management and the Legal Department approval must be obtained. Such approval often requires the execution of a written confidentiality or nondisclosure agreement, which restricts the use, disclosure or distribution of the confidential information.

Further, you may use publicly available information about Triterras’ competitors or other companies but may not unlawfully acquire or misuse the trade secrets or other confidential or proprietary information of any third party.

Notwithstanding the above, and notwithstanding any other confidentiality or non-disclosure agreement (including as part of an employment agreement) applicable to you, this Code does not restrictyoufromcommunicating,cooperatingorfilingacomplaintwithanygovernmentalorlaw enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possibleviolationsofanylaworregulation,orotherwisemakingdisclosurestoanyGovernmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation,providedthat(i)ineachcasesuchcommunicationsanddisclosuresareconsistentwith applicablelawand(ii)theinformationsubjecttosuchdisclosurewasnotobtainedbyyouthrough a communication that was subject to the attorney-client privilege, unless such disclosure of that informationwouldotherwisebepermittedbyanattorneyunderapplicableattorneyconductrules, or otherwise. Any agreement in conflict with this paragraph is hereby deemed amended by Triterras to be consistent with thisparagraph.

7

Exhibit 11.1

5. FairDealing

When an Employee is involved in making business decisions on behalf of Triterras, such decisions must be based on uncompromised, objective and independent judgment and the best interests of the Company.  We seek to outperform our competitors fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietaryinformation,possessingtradesecretinformationthatwasobtainedwithouttheowner’s consent, or inducing such disclosures by past or present employees of other companies, is prohibited and can result in the termination of your employment with the Company as well as other legal proceedings being commenced against you. We should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealingpractice.

Thepurposeofbusinessentertainmentandgiftsinacommercialsettingistocreategoodwilland sound working relationships, not to gain unfair advantage with customers. No gift or entertainmentshouldeverbeoffered,given,providedoracceptedbyanyEmployee, family member or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervisor or the Legal Department any gifts or proposed gifts which you are not certain are appropriate.

6. Protection and Proper Use of Triterras’Assets

Every Employee has a duty to safeguard Triterras’ assets and takemeasurestoensureagainsttheir theft, damage, ormisuse. Employees should use assets onlyforlegitimatebusinesspurposes. Theft, carelessness and wastage of assets have a direct impact on Triterras’ profitability

Triterras’ assets include tangible property, intellectual property such as patents, trademarks, copyrights, trade secrets, business, marketing, service plans and proprietary information such as research and development information, new products, salary information and any unpublished financial data, databases, records and reports, as well as information relating to mergers and acquisitions, joint ventures, stock splits and divestitures and other potential transactions.

8

Exhibit 11.1

Unauthorized use or distribution of this information is a violation of this Code.

If you have access to proprietary and confidential information, you are obligated to safeguard it from unauthorized access in accordance with Triterras’ policy on Confidential Information described above.

7. Compliance with Laws, Rules andRegulations

Triterras is committed to and conducts its business activities lawfully and in a manner that is consistent with applicable laws, rules and regulations.  Employees must follow applicable laws, rules and regulations at all times.

Employees with questions about the applicability or interpretation of any law, rule or regulation, should contact the Legal Department.

Operating within the law in all countries where we operate is one of the foundations on which Triterras’ ethical standards are built. Employee’s violation of any law or regulation may subject such individual as well as the Company to regulatory sanctions, penalties, civil litigation, criminal liability, financial and reputational damage.  IfalawconflictswithanyTriterras’policyorthisCode,seek the Legal Department for guidance.

Employees are strongly encouraged, and indeed have an obligation to, raise concerns promptly when they are uncertain as to the proper legal course of action or they suspect that some action may violate the law. The earlier a potential problem is detected and corrected the better off Triterras will be in protecting against harm to Triterras’ business and reputation.

8. Accuracy ofRecords

It is Triterras’ policy to make full, fair, accurate, timely and understandable disclosure in all reports and documents that Triterras files with, or submits to, the U.S. Securities and Exchange Commission, and in all other public communications made by Triterras.

The integrity, reliability and accuracy in all material respects of Triterras’ books, records and

9

Exhibit 11.1

financialstatementsarefundamentaltoTriterras’continuedandfuturebusinesssuccess. In addition, as Triterras’ securities are publicly traded, Triterras is subject to a number of laws and regulations that govern our business records, including U.S. securities laws. Triterras must record its financial activities in compliance with all applicable laws and accounting practices and, if requested, provide current, complete and accurate information to government agencies.YoumustnotcauseTriterrastoenterintoatransactionwiththeintenttodocument or record it in a deceptive or unlawful manner. In addition, you must not create any false or artificialdocumentationorbookentryforanytransactionenteredintobyTriterras.Similarly, thefinanceandaccountingteamshavetheresponsibilitytoaccuratelyrecordallfunds,assetsand transactionsonTriterras’booksandrecords.Triterras’accountingrecordsarerelied upon to produce reports for the Company’s management, rating agencies, investors, creditors, governmental agencies and others. Our financial statements and the books and records on which they are based must accurately reflect all corporate transactions and conform to all legal and accountingrequirementsandoursystemofinternalcontrols.We do not permit intentional misclassification of transactions as to accounts, departments or accounting periods and, inparticular:

• All Triterras accounting records, as well as reports produced from those records, must be kept and presented in accordance with the laws of each applicablejurisdiction;

• All records must fairly and accurately reflect the transactions or occurrences to which theyrelate;

• All Triterras records must fairly and accurately reflect in reasonable detail, as applicable, Triterras’ assets, liabilities, revenues andexpenses;

• Triterras’accountingrecordsmustnotcontainanyintentionallyfalseormisleading entries;

• Transactionsmustnotbemisclassifiedastoaccounts,departmentsoraccountingperiods;

• All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accountingperiod;

• All Triterras accounting records must comply with generally accepted accounting principles;and

• Triterras’ssystemofinternalaccountingcontrols,includingcompensationcontrols, must be followed at alltimes.

Inaddition,manyemployeesregularlyusebusinessexpenseaccounts,whichmustbedocumented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or yourcontroller.

10

Exhibit 11.1

Business records and communications often become public and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that canbemisunderstood.Thisappliesequallytoe-mailsandinternalmemosaswellasformalreports.

Recordsshouldalwaysberetainedordestroyedaccordingtoanyapplicablerecord retention policies then in force. In accordance with those policies, in the event of actual or anticipated litigation or governmental investigation, please consult the Legal Department.

9. Health andSafety

Triterras strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The illegal use of drugs in the workplace will not be tolerated.

10. Discrimination andHarassment

Triterras is firmly committed to providing equal opportunity and fair treatment in all aspects of employment. We strive to treat our Employees with fairness, integrity, honesty, courtesy, consideration, respect and dignity, regardless of gender, race, nationality, age, sexual orientation or other forms of diversity. Discrimination or harassment against any person on any basis will not be tolerated. Employees are expected to treat others and our customers, business partners and other stakeholders with respect and dignity. We must all be able to do our jobs in a safe and respectful environment without discrimination and harassment.

Harassment can include actions, language, written materials or objects that are directed or used in a way that undermines or interferes with a person’s work performance, or creates an intimidating, hostile or offensive work environment. We never target anyone for negative treatment on the basis

11

Exhibit 11.1

of race, color, religion or belief, creed, national, social or ethnic origin, sex (including pregnancy), age, physical, mental or sensory disability, sexual orientation, gender identity and/or expression, marital, civil union or domestic partnership status, past or present military service, family medical history or genetic information, family or parental status, protected veteran status, citizenship status when otherwise legally able to work or any other status protected by the laws or regulations in the locations where we operate

All forms of harassing conduct are prohibited at Triterras, including without limitation:

• unwanted sexual advances, invitations or comments;

• visual displays such as derogatory or sexually-oriented pictures or gestures;

• physical conduct including assault or unwanted touching; or

• threats or demands to submit to sexual requests as a condition of employment or to avoid negative consequences.

All Employees are expected to report suspected harassing conduct promptly and never retaliate against anyone who raises a good faith concern that unlawful harassment has occurred.

11. Whistleblowing - Reporting Any Illegal or UnethicalBehavior

If Employees know or suspect a violation of applicable laws or regulations, this Code or any policies referenced in this Code, Employees must immediately report that information as set forth herein in accordance with the whistleblower rules and procedures.  Employees may report any violations or suspected violations by sending an email to the Audit Committee, at whistleblower@triterras.com; or by submitting a voicemail or Web interface through the Company’s third party Whistleblower Complaint Hotline Service. The Hotline Service voicemail is available in the U.S. at telephone at (877) 653-4349. The Hotline Service may also be accessed by a secured Web Form through the Company's link to the Hotline Service on its website at https://www.whistleblowerservices.com/TRIT.

Employees must also report any violations or suspected violations of accounting or auditing matters, and can do so, confidentially and anonymously, where desired and where permitted by local law. Triterras will treat the information in a sensitive manner and disclose the information only as reasonably necessary to deal with the issues involve. Anyone who raises a potential violation in

12

Exhibit 11.1

good faith is fully supported by management.

We take all alleged violations and concerns extremely seriously, including appropriate investigation, as well as disciplinary action, and other remediation to address misconduct and prevent reoccurrence. Internal investigations are undertaken by staff from our Audit Committee. When necessary, external advisers are engaged to conduct and/or advise on investigations. Where a significant violation has occurred, management, in consultation with the Legal Department, will consider whether Triterras needs to disclose and/or report the findings to a regulatory or governmental authority.

Employees should not take advantage of their job, title or position with Triterras to retaliate against any Employee for any reason. Employees are prohibited from retaliating against any person for providing information or otherwise assisting in an investigation or proceeding in good faith regarding any conduct that an Employee believes constitutes a violation of applicable laws or regulations, the Code or any Company policy.  Retaliation against any Employee acting in good faith is a serious violation of Triterras’ Whistleblowing Policy and may, subject to applicable laws, result in disciplinary action by the Company, up to and including termination of employment.

In the event that you believe you are being subjected to retaliation as a consequent of your compliance with our Whistleblower Policy you must inform your supervisor or the Legal Department immediately and appropriate action will be taken. If it should become clear that this whistleblowing procedure has not been used in good faith, for example for malicious reasons or to pursue a personal grudge against another employee, such misconduct may result in disciplinary action by the Company, up to and including termination of employment.

For further information, please see the Triterras, Inc. Whistleblower Policy on our website at https://triterras.com/

12. Who should Icontact?

IfyouthinktherehasbeenabreachofthisCode,youmustcontact anyoftheindividualslistedbelowassoonasyoubecome aware. You may also contact them with any questions about this Code.

• Chairman & Chief Executive Officer;

13

Exhibit 11.1

• Chief Financial Officer;

• Chief Operating Officer.

• Chairman of the Audit Committee;

• Your manager/reporting officer; or

• Legal department;

13. Sanctions forViolations

Any alleged violation of this Code by an employee will be reviewed by the Chairman, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer who will determine the appropriate action to take. Violations of this Code may result in  result in disciplinary action by the Company, up to and including termination of employment. In the event of a violation of this Code by an officer or a director, the Board of Directors or its designee shall determine the appropriate actions to be taken.

14. Review andAmendments

Atleastonceevery financial year and as necessary from time to time, theBoardofDirectorsshallreviewtheoperationandadequacy of thisCode.AnyamendmenttothisCodemustbesubmittedtotheAuditCommitteeforunanimous approval.

Employees should read this Code in conjunction with the detailed provisions of the Employee Handbooks, which may apply to Employees in different jurisdictions, and the related policies and guidelines. The ultimate responsibility to assure that Triterras complies with the laws, regulations and ethical standards affecting its business rests with each Employee. Employees should be familiar with and conduct themselves strictly in compliance with those laws, regulations and highest ethical standards and Triterras policies and guidelines pertaining to them.

14

EX-12.1

EXHIBIT 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Srinivas Koneru, certify that:

1. I have reviewed this Annual Report (this “report”) on Form 20-F of Triterras, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) (intentionally omitted);

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	June 28, 2022	/s/ Srinivas Koneru
		Srinivas Koneru
		Chief Executive Officer

EX-12.2

EXHIBIT 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alvin Tan, certify that:

1. I have reviewed this Annual Report (this “report”) on Form 20-F of Triterras, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) (intentionally omitted);

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	June 28, 2022	/s/ Alvin Tan
		Alvin Tan
		Chief Financial Officer

EX-13.1

EXHIBIT 13.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F of Triterras, Inc. (the “company”) for the fiscal year ended February 28, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Srinivas Koneru, Chief Executive Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date:	June 28, 2022	/s/ Srinivas Koneru
		Srinivas Koneru
		Chief Executive Officer

A signed original of this written statement has been provided to the company and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.

The certification the registrant furnishes in this exhibit is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated.

EX-13.2

EXHIBIT 13.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F of Triterras, Inc. (the “company”) for the fiscal year ended February 28, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alvin Tan, Chief Financial Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date:	June 28, 2022	/s/ Alvin Tan
		Alvin Tan
		Chief Financial Officer

A signed original of this written statement has been provided to the company and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.

The certification the registrant furnishes in this exhibit is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated.

EX-14.13

Exhibit 4.13

This Addendum No. 1 of the Share Purchase Agreement dated 17 May 2021 (“Addendum No. 1”) is made on this 24th day of June 2022 between: -

(1) Anand  Nagaraj (Indian Passport Number Z2550250) of Villa 104, Alma 1, Arabian Ranches, Dubai UAE (“Sellers’ Representative); and

(2) Triterras Fintech Pte Limited, (the “Purchaser”) a company registered in Singapore with registered 20181540M, and whose registered office address is at #23-04 Republic Plaza, 9 Raffles Place, Singapore 048619

In this Agreement, unless repugnant to the context or meaning hereof, the Sellers and the Purchaser shall be collectively referred to as the “parties” and individually as a “party”.

WHEREAS

(A) The Purchaser and the Sellers (as listed out in Annex 1 herein) entered into a Sale Purchase Agreement dated 17 May 2021, relating to the sale and purchase of the entire issued share capital of IB Holdings Limited and one ordinary share in Techfin Solutions FZCO (the “Agreement”).

(B) The Sellers appointed the Sellers’ Representative pursuant to Clause 17.9 of the Agreement which states: -

A. The Sellers irrevocably appoint Anand Nagaraj (the “Sellers’ Representative”), who accepts this appointment, as agent to give and receive all notices and other documents, to receive and distribute any payments, to give all consents, to handle, dispute, settle or otherwise deal with any and all claims against the Sellers under this Agreement, to agree on any amendment to this Agreement, and, more generally, to exercise the rights and fulfil all obligations of the Sellers on their behalf under this Agreement.

B. The Sellers’ Representative shall be appointed for a period of five (5) years and shall not be revoked by the Sellers during such period. Anand Nagaraj hereby accepts and undertakes to act as Sellers’ Representative for such period. Any decision by the Sellers’ Representative under this Agreement shall bind the Sellers.”

(C) The parties have been discussing in good faith of amending some of the terms of the Agreement and have agreed to amend the terms as set out in this Addendum No. 1.

NOW, THEREFORE in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. To amend Clause 1.1 (Definitions) as set out below: -

Exhibit 4.13

(i) The definition of “Audit Firms” shall be deleted in its entirety and replaced as follows:

“Audit Firm means any reputable accounting firm as agreed, in writing, by the parties.”

(ii) The definition of “Earn-Out Payment Date” shall be deleted in its entirety.

(iii) The following new definition shall be inserted after “IT Systems” and before “Laws” or Law”

“Kratos Platform means the trading and trade finance platform owned, developed and operated by the Purchaser and called Kratos”

(iv) The definition of Platform shall be deleted in its entirety and replaced as follows:-

“IB Platform means the online supply chain finance platform owned by any one or more of the Group Companies”

(v) The definition of "Revenue” shall be deleted in its entirety and replaced as follows:-

“Revenue” shall mean (a) any fee income booked by a Group Company, (b) any interest income booked by a Group Company while lending on its books/on the books of Invoice Bazaar, (c) any spread income earned by the Group Company /the Purchaser on supply chain finance/receivables finance transactions sourced by the Group Company or any of the Warrantorsand shall exclude revenue from the Kratos Platform and any revenue from IBF Global Trading LLC (formerly known as Invoice Bazaar General Trading LLC).”

(vi) The following definition shall be inserted “Earnout Revenue: -

“Earnout Revenue” shall be calculated as follows

(a) all Revenue of the Group Companies from the Completion Date to April 30, 2022 as provided in the Management Accounts; and

(b) Annual Recurring Revenue calculated at the date of the Earnout Payment” is due = (Approved Assets and outstanding as on June 30, 2022 or Review Date X Rate of Interest per annum of the approved assets deployed with the customers) + (Annual Processing Fee on all Approved Assets if any)

For the purposes of calculating the Earnout Revenue, the following definitions shall apply: -

(I) “Approved Assets” shall mean the capital deployed and outstanding at the end Review Date or June 30, 2022 less any capital deployed which is outstanding for more than 90 days post their tenor as per the agreements with the customers.

Exhibit 4.13

(I) “Rate of Interest” shall mean interest rate at which the Approved Assets have been borrowed by the Customers on the IB Platform; further If a part of the “Rate of Interest" is accounted as any other income or fee, for the purpose of this addendum, such other income/fee will remain to be calculated as “Rate of Interest”.

(II) “Annual Processing Fee” shall mean any fee collected in the name of processing fee which at every disbursement to the Customer and could be referred as arrangement fee as well.

The Purchaser and the Sellers’ Representative (acting jointly) shall review and agree the Earnout Revenue. If the Purchaser and the Sellers’ Representative cannot agree the Earnout Revenue within 10 Business Days of the review, then the matter shall be referred to an Audit Firm for resolution within 30 Business Days of the after the date of the said review. The decision of such Audit Firm shall be final and binding on the parties and the parties acknowledge and agree that they shall not refer the matter to arbitration in accordance with Clause 18.2 of the Agreement in the event of further dispute. The cost of the audit by the Audit Firm appointed for this purpose shall be borne by the Company.

2. Clause 5 of the Agreement is deleted in its entirety and replaced as follows: -

“5.1Subject to Clause 5 below, the Sellers shall be entitled to receive an amount up to of US$2,000,000, in the aggregate (“Earn-Out Payment”), as set out herein and payable as follows:

5.2 Phase 1 of the Earn-Out Payout. - It is hereby agreed that a portion of Earn-Out Payment amounting to an aggregate of US$0.5 million (which will be known as “Phase 1 of the Earn-Out Payment”) shall be paid out to the Sellers as per the payment instructions received from the Sellers Representative subject to Group Companies Achieving Earnout Revenue of US$2million from Completion Date to June 30, 2022 (both days inclusive) as explained further below.

If the Earnout Revenue of the Group Companies is $2,000,000 or greater, from the period beginning on the Completion Date and ending on June 30, 2022, (“First Earn-Out Period”)as reflected in the Management Accounts, then the Purchaser shall make a payment, within thirty (30) days from June 30, 2022 to the Sellers equal to an amount of $0.5 million, in the aggregate (such payment is referred to as “Phase 1 Earn-out Payment”). If the Earnout Revenue is less than $2,000,000 in the First Earn-Out Period at the date of determination (which the Purchaser shall determine within fifteen (15) days from June 30, 2022), then no Phase 1 Earn-Out Payment shall be payable.

5.3 Phase 2 of the Earn-Out Payment - The remaining Earn-Out Payment amount of US$ 1,500,000 (which shall be known as “Phase 2 of the Earn-Out Payment”), shall be paid out to the Sellers in accordance with the payment instructions received from the Sellers Representative on the condition that: -

Exhibit 4.13

(i) the milestones set out in Clause 5.4 below are met in the Second Earn-Out Period (as defined below). Each milestone to be singularly known as “KPI” and collectively, the “KPIs”; and

(ii) The aggregate amount of US$1,500,000 will be paid in accordance with Clause 5.5 below; and

(iii) the KPIs are to be achieved by the Group Companies during the period March 1, 2022 and June 10, 2023, both days inclusive (“Second Earn-Out Period”).

If the Sellers, jointly or severally, meet or exceed the Key Performance Indicators (KPIs) set out in Section 5.4 below, during the Second Earn-Out Period, then the Purchaser shall make a payment to the Sellers equal to an amount of $1,500,000, in the aggregate (such payment is referred to as “Phase 2 Earn-out Payment”) on the terms set out Clause 5.5 below. If the Sellers do not meet any or all of the KPIs during the Second Earn-Out Period by June 10 2023, then the Phase 2 Earn-Out Payment that corresponds to the KPI which was not met shall not be payable.

Provided further, if key employees, Anand Nagaraj voluntarily resigns in accordance with the terms of his Employment Agreement or he is deemed to be a Bad Leaver or both Ashok Balasubramanian and Sumit Rungta (all three collectively known as the “Key Employees” and singularly known as “Key Employee”) voluntarily resigns in accordance with the terms of his Employment Agreement or are deemed to be Bad Leavers prior to the completion of the First Earn-Out Period or the Second Earn-Out Period (as the case may be) in accordance with their applicable employment agreement, or any one of them are deemed to be a Bad Leaver, then, Sellers entitlement to any further Earn-Out Payment under this Agreement (whether the Phase 1 Earn-Out Payment nor Phase 2 Earn-Out Payment, as the case may be) shall be forfeited and the Purchaser shall have no further liability to the Sellers in connection with or arising out of the Earn-Out Payment.  

5.4 The KPIs and the weightage of each KPI that are to be achieved in the Second Earn-Out Period in respect of the Phase 2 Earn-Out Payment are set out in Table 1 as follows: -

Table 1 – KPIs and the Weightage of each KPI

KPI	Milestone (or KPI)	Weightage	Monetary value of the KPI (USD) (“KPI Achievement Amount”)
1.	On or after 1 March 2022, 300 new customers requiring financing are onboarded and those new customers transacted on the IB Platform . Every new company irrespective of whether it is part of a larger group of companies or not will be considered “new” for the purposes of this KPI. Onboarded means customers who have generated revenues on the IB Platform.	15%	225,000

Exhibit 4.13

KPI	Milestone (or KPI)	Weightage	Monetary value of the KPI (USD) (“KPI Achievement Amount”)
2.	The Group Entities to submit US$1Bn in trade value of Qualified Deals on or after March 1, 2022 (as defined below). “Qualified Deals” shall mean a borrower of a.North American/European origin (i.e., where is it incorporated) where the total yield is minimum of 8%. b.Alternatively, if the borrower is not of North American/European origin, then the borrower shall have a minimum debt rating of BBB or is listed on a reputable stock exchange or part of a US$1Bn+ group with a yield of a minimum of 8%. c. Further if the borrower is not as per clause 2.a or 2.b of Table 1 above, then any borrower approved by the Triterras Distribution Team with a yield of a minimum of 12% or borrowers for whom Triterras Distribution Team secured financing.	25%	375,000
3.	Additional distribution partnerships on or after March 1, 2022: to have active partnership with at least 3 new financial institutions (Banks/Funds/Investors), as evidenced by signed documentation/agreements as the Purchaser may deem fit, and the partnerships must commit to provide funding  to the Purchaser (or its related entities) or its customers	25%	375,000

Exhibit 4.13

KPI	Milestone (or KPI)	Weightage	Monetary value of the KPI (USD) (“KPI Achievement Amount”)
4.	Reach an Annual Recurring Revenue of US$10Mn as on June 10, 2023. Annual Recurring Revenue is defined under part (b) of the definition of the Earnout Revenue.	35%	525,000

5.5 Payment of the Phase 2 Earn-Out Payment (i.e. US$1,500,000 in aggregate) will be paid in 3 instalments and in equal sums of US$500,000 corresponding to the achievement of KPIs at each Review Date by the Group Entities as set out in Table 2 below; further should any KPI’s not be achieved at the Review Date of Payment 1 or Payment 2 (“Unachieved KPI’s) , such unpaid portion shall be paid to the Sellers on achievement, during the Second Earn-Out Period, of such Unachieved KPI’s;

Table 2: Weightage of KPIs to be achieved for each payment of US$500,000

Payment Installment	KPI weightage to be achieved (Weightage”)	Review Date (“Review Date”)	Maximum amount that will be payable if the Weightage is achieved by the respective Review Date (Note 1 and Note 2)
Payment 1	35% overall achievement of all KPIs	30 September 2022	$500,000
Payment 2	70% overall achievement of all KPIs	31 December 2022	$500,000
Payment 3	100% of overall achievement of all KPIs	10 June 2023	$500,000

Exhibit 4.13

Note 1:  If there are Unachieved KPIs at a Review Date  and thus the maximum amount is not paid out for either Payment 1 or 2, it will be possible for the shortfall to be achieved before the next payment (i.e. Payment 2 or 3, as the case may be) if the Unachieved KPI is achieved by the next Review Date.

Note 2: If Payment 2 or Payment 3 KPIs are achieved in Payment 1 Review Date, then the KPI Achievement Payment is made without deferring the payment to the next Review Date. Similarly, if Payment 3 KPI’s are achieved during Payment 2 Review Date, then the KPI achievement Payment is made without deferring the payment to the next Review Date

This will mean that in addition to the maximum amount mentioned in column 4 above, the Sellers may be entitled to the monetary value of the Unachieved KPI in Note 1 of the earlier review(s) and/ or KPI’s achieved earlier under Note 2.

5.5.1Overall Achievement Calculation: Based on the weightage and achievement, a score per KPI will be calculated. An underperformance at the end of the Second Earn-Out period (and not at each Review Date) in any one or more KPI’s of upto 10% of that KPI can be offset (only once) by an equal overachievement in another KPI upto 10%. In any instance the maximum offset in the Second Earn-Out Period for all KPI’s shall not exceed 10%. Please see attached Annex 2 which sets out two examples on how the overall achievement calculation will be calculated.  Annex 2 is purely for illustrative purposes.

5.5.2The Purchaser will determine whether the respective weightages of 35%, 70% and 100% have been met within 15 days of the relevant Review Date. The Purchaser will inform the Sellers’ Representative, in writing, the amount payable at such date of determination (“Amount Payable”). Upon receiving confirmation from the Purchaser, the Seller’s Representative, shall request for the Amount Payable and the Purchaser will pay such amount to Sellers in accordance with their shareholding proportion in the Company within 30 days from the date of the said request.

5.5.3The Sellers sole remedy for any failure by the Purchaser to pay a Earn-Out Payment in accordance with this Clause 5 when the same falls due shall be a claim in damages.”

3. Except as expressly amended hereby, the binding provisions of the Agreement shall remain in full force and effect. This Addendum No. 1 is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the binding provisions of the Agreement. In the event of any inconsistency or contradiction between the Agreement and Addendum No. 1, the terms of this Addendum No. 1 shall prevail.

4. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.

Exhibit 4.13

5. This Addendum No. 1 shall come into effect on 1 March 2022.

6. This Addendum No. 1 may be executed in any number of counterparts, which shall together constitute one Agreement. Any party may enter into this Agreement by signing any counterpart. The delivery of signed counterparts by electronic mail in ‘portable document format’ (.pdf) shall be as effective as signing and delivering the counterpart in person.

7. A person who is not a party to this Addendum No. 1 shall not have any right to enforce any term of this Addendum No. 1.

8. Clause 18 of the Agreement (Law and Arbitration) is repeated here save that “Agreement”, shall be replaced with “Addendum No. 1”.

[The rest of this page is intentionally left blank]

Exhibit 4.13

Annex 1

(Name of the Sellers)

Seller

Anand Nagaraj

Ashok Balasubramanian

Sumit Rungta

Ashish Kirat Desai

Allwyn D’Souza

Tsegaye  Alayamehu  Gebremariam

Dharmil Chandrakant Gandhi

Archana Shankar

Exhibit 4.13

Annex 2

(Examples of how Clause 5.5.1 – For Illustrative Purposes only)

Exhibit 4.13

This Agreement has been executed on the date shown on the first page.

EXECUTED by

Triterras Fintech Pte Limited

by a director:

Signature of director

Name of director (please print)

EXECUTED by

Anand Nagaraj (for and on behalf of himself and Ashok Balasubramanian, Sumit Rungta, Ashish Kirat Desai, Allwyn D’Souza, Tsegaye Alayamehu Gebremariam, Dharmil Chandrakant Gandhi and Archana Shankar as the appointed Sellers’ Representative pursuant to Clause 17.9 of the Agreement)

In the presence of:

_________________________________________

Name of Witness

XML

Document and Entity Information	12 Months Ended
	Feb. 28, 2022 shares
Document Information [Line Items]
Document Type	20-F
Amendment Flag	false
Document Period End Date	Feb. 28, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	TRITERRAS, INC.
Entity Central Index Key	0001819876
Current Fiscal Year End Date	--02-28
Entity File Number	001-39693
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	9 Raffles Place
Entity Address, Address Line Two	#23-04 Republic Plaza
Entity Address, City or Town	Singapore
Entity Address, Postal Zip Code	048619
Entity Address Country	SG
Document Annual Report	true
Document Transition Report	false
Document Registration Statement	false
Document Shell Company Report	false
ICFR Auditor Attestation Flag	false
Document Accounting Standard	International Financial Reporting Standards
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	76,524,081
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Interactive Data Current	Yes
Auditor Firm ID	1171
Auditor Name	WWC, P.C.
Auditor Location	San Mateo, California
Business Contact
Document Information [Line Items]
Entity Address, Address Line One	9 Raffles Place
Entity Address, Address Line Two	#23-04 Republic Plaza
Entity Address, City or Town	Singapore
Entity Address, Postal Zip Code	048619
Entity Address Country	SG
Contact Personnel Name	Alvin Tan
City Area Code	+65
Local Phone Number	6661 9240
Ordinary Shares
Document Information [Line Items]
Title of 12(g) Security	Ordinary Shares
Warrants
Document Information [Line Items]
Title of 12(g) Security	Warrants

XML

Consolidated statements of financial position - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Assets
Property, plant and equipment	$ 1,929,664	$ 1,527,260
Intangible assets	16,109,090	7,903,840
Goodwill	4,630,870
Contract costs		2,773,611
Other investments	25,142,783
Non-current assets	47,812,407	12,204,711
Trade receivables	43,850,652	22,853,115
Loan receivables	4,655,371
Other current assets	5,381,546	3,410,526
Current tax assets	251,067
Cash and cash equivalents	68,809,057	134,025,561
Restricted cash		35,686,643
Current assets	122,947,693	195,975,845
Total assets	170,760,100	208,180,556
Equity
Share capital	8,320	8,320
Additional paid-in capital	172,290,724	172,290,724
Treasury shares	(49,866,509)	(14,276,718)
Translation reserve	(282)
Retained earnings/(Accumulated losses)	21,909,880	(11,517,139)
Equity attributable to owners of the Company	144,342,133	146,505,187
Non-controlling interests	(3,490)
Total equity	144,338,643	146,505,187
Liabilities
Lease liabilities	1,194,027	868,536
Deferred tax liabilities	2,764,901	1,714,928
Other payables	1,067,321
Non-current liabilities	5,026,249	2,583,464
Other payables	17,770,448	8,668,641
Contract liabilities	60,000	49,124
Lease liabilities	344,781	260,429
Deferred income	180,838	75,848
Current tax payable		6,226,065
Warrants liabilities	3,039,141	43,811,798
Current liabilities	21,395,208	59,091,905
Total liabilities	26,421,457	61,675,369
Total equity and liabilities	$ 170,760,100	$ 208,180,556

XML

Consolidated statements of comprehensive income - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Revenue
Revenue	$ 56,679,753	$ 55,473,725	$ 16,898,178
Cost of revenue
Cost of revenue	(21,172,335)	(4,356,996)	(112,803)
Marketing and sales	(1,854,577)	(4,342,591)	(21,241)
General and administrative	(31,158,789)	(14,382,806)	(1,406,087)
Impairment - trade and loan receivables	(6,789,320)	(3,925,335)	(183,232)
Impairment - intangible assets		(1,907,503)
Impairment - contract costs	(1,496,501)	(1,100,000)
Total expenses	41,299,187	25,658,235	1,610,560
Results from operating activities	(5,791,769)	25,458,494	15,174,815
Other income	63,489	113,456
Change in fair value of warrant liabilities	(40,772,657)	(26,111,685)
Unrealised gain on other investments	142,783
Finance income	11,609	48,011	1,342
Finance costs	(636,679)	(130,490)	(2,817)
Net finance costs	(625,070)	(82,479)	(1,475)
Profit before income tax	34,562,090	51,601,156	15,173,340
Income tax expense	(1,138,561)	(6,348,444)	(1,592,549)
Profit for the year	33,423,529	45,252,712	13,580,791
Other comprehensive income
Foreign operations - foreign currency translation differences	(282)
Total comprehensive income for the year	33,423,247	45,252,712	13,580,791
Profit attributable to:
Owners of the Company	33,427,019	$ 45,252,712	$ 13,580,791
Non-controlling interests	$ (3,490)
Earnings per share attributable to equity holders of the Company
Basic and diluted	$ 0.44	$ 0.74	$ 4.07
Platform Fees
Revenue
Revenue	$ 38,086,928	$ 55,473,725	$ 16,898,178
Cost of revenue
Cost of revenue	(2,900,195)	$ (4,356,996)	$ (112,803)
Trade Marketplace
Revenue
Revenue	18,592,825
Cost of revenue
Cost of revenue	$ (18,272,140)

XML

Consolidated statements of changes in equity - USD ($)	Total	Ordinary Shares	(Accumulated Loss)/Retained Earnings	Additional Paid-in Capital	Treasury Shares	Translation Reserve	Non-controlling Interests
Beginning balance at Feb. 29, 2020	$ 16,369,384	$ 5,000,100	$ 11,369,284
Issuance of shares pursuant to reverse recapitalisation	174,078,230	3,158	(8,712,337)	$ 182,787,409
Warrant liabilities assumed pursuant to reverse recapitalisation	(69,923,483)		(59,426,798)	(10,496,685)
Restructuring adjustment for acquisition of subsidiary corporation pursuant to reverse recapitalisation	(4,994,938)	(4,994,938)
Total comprehensive income (loss)
Profit (loss) for the year	45,252,712
Total comprehensive income for the year	45,252,712
Acquisition of treasury shares	(14,276,718)				$ (14,276,718)
Total transactions with owner	(14,276,718)				(14,276,718)
Ending balance at Feb. 28, 2021	146,505,187	8,320	(11,517,139)	172,290,724	(14,276,718)
Total comprehensive income (loss)
Profit (loss) for the year	33,423,529		33,427,019				$ (3,490)
Other comprehensive income for the year	(282)					$ (282)
Total comprehensive income for the year	33,423,247		33,427,019			(282)	(3,490)
Acquisition of treasury shares	(35,589,791)				(35,589,791)
Total transactions with owner	(35,589,791)				(35,589,791)
Ending balance at Feb. 28, 2022	$ 144,338,643	$ 8,320	$ 21,909,880	$ 172,290,724	$ (49,866,509)	$ (282)	$ (3,490)

XML

Consolidated statements of cash flows - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Cash flows from operating activities
Profit for the year	$ 33,423,529	$ 45,252,712	$ 13,580,791
Adjustments for:
Finance costs	636,679	130,490	2,817
Depreciation	605,424	147,295	1,284
Loss on disposal of property, plant and equipment	8,825
Amortisation of intangible assets	1,663,284	141,644	9,172
Amortisation of contract costs	1,277,110	1,153,831
Impairment loss on trade receivables	6,789,129	3,925,335	183,232
Impairment loss on intangible assets		1,907,503
Impairment loss on contract costs	1,496,501	1,100,000
Income tax expense	1,138,561	6,348,444	1,592,549
Change in fair value of warrant liabilities	(40,772,657)	(26,111,685)
Unrealised gain on other investments	(142,783)
Cash flows from operating activities	6,123,602	33,995,569	15,369,845
Trade receivables	(27,786,666)	(15,304,401)	(13,578,288)
Loan receivables	(4,495,915)
Other current assets	(1,857,561)	645,662	(2,528,534)
Other payables	5,969,056	10,357,419	929,921
Contract liabilities	10,876	(48,418)	97,542
Deferred income	104,990	75,848
Cash (used in)/generated from operations	(21,931,618)	29,721,679	290,486
Contract costs paid		(5,350,000)
Income tax paid	(6,647,512)
Finance costs paid	(54,627)	(130,490)	(2,817)
Net cash (used in)/generated from operating activities	(28,633,757)	24,241,189	287,669
Cash flows from investing activities
Acquisition of plant and equipment	(257,024)	(443,680)
Development expenditure	(7,273,566)	(8,932,010)	(115,149)
Acquisition of subsidiary, net of cash acquired	(3,827,377)
Acquisition of other investments	(25,000,000)
Net cash used in investing activities	(36,357,967)	(9,375,690)	(115,149)
Cash flows from financing activities
Proceeds from issuance of ordinary shares		3,158	5,000,000
Proceeds from capitalisation of Netfin shares, net of redemptions and issuance costs		99,156,651
Proceeds from warrants assumed		69,923,483
Repurchase of own shares	(35,589,791)	(14,276,718)
Repayment of loans and borrowings			(5,010,000)
Lease payment	(321,632)	(100,411)
Finance costs paid		(24,756)
Net cash generated (used in)/from financing activities	(35,911,423)	154,681,407	(10,000)
Net (decrease)/increase in cash and cash equivalents	(100,903,147)	169,546,906	162,520
Cash and cash equivalents at beginning of the year	134,025,561	165,298	2,778
Restricted cash decrease/(increase)	35,686,643	(35,686,643)
Cash and cash equivalents at end of the year	$ 68,809,057	$ 134,025,561	$ 165,298

XML

Reconciliation of movements of liabilities to cash flows arising from financing activities - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Changes from financing cash flow
Lease payment	$ (321,632)	$ (100,411)
Finance costs paid		(24,756)
Lease Liabilities
Supplemental Cash Flows Information Abstract
Beginning balance	1,128,965
Changes from financing cash flow
Lease payment	(321,633)	(100,411)
Interest paid	(72,445)
Finance costs paid		(24,756)
Total changes from financing cash flow	(249,188)	(125,167)
Interest paid	72,445
Other changes
New leases	659,031	1,254,132
Total other changes	659,031	1,254,132
Ending balance	$ 1,538,808	$ 1,128,965

XML

Overview of the Company

12 Months Ended

Feb. 28, 2022

Overview Of The Company [Abstract]

Overview of the Company

1 Overview of the Company

Triterras, Inc. (the “Company”), incorporated in the Cayman Islands, is the common parent company of a group of companies and the principal activities of the Company and its subsidiaries (the “Group”) are those relating to financial technology platform solutions using innovative blockchain-enabled technology which facilitate trading and trade finance for small and medium sized enterprises.  

The Company’s immediate holding company as of February 28, 2022 is Symphonia Strategic Opportunities Limited, a company incorporated in Mauritius. Symphonia Strategic Opportunities is fully owned by an individual shareholder.

The registered office of the Company is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

XML

Basis of preparation

12 Months Ended

Feb. 28, 2022

Disclosure Of Basis Of Preparation [Abstract]

Basis of preparation

2 Basis of preparation

2.1 Basis of compilation

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The financial statements were approved for issuance by the Company’s Board of Directors on June 28, 2022.

2.2 Business combination

While Holdco is the legal acquirer of both Netfin and TFPL, TFPL has been identified as the accounting acquirer of Netfin for accounting purposes. This determination was primarily based on TFPL comprising the ongoing operations of the combined company, TFPL senior management comprising the senior management of the combined company, and the former owners and management of TFPL having control of the Board of Directors following the consummation of the business combination by virtue of being able to appoint a majority of the directors of the combined company. As Netfin does not meet the definition of a business as defined in IFRS 3 — Business Combinations (“IFRS 3”), the acquisition is not within the scope of IFRS 3 and is accounted for as a share-based payment transaction in accordance with IFRS 2 — Share-based Payments (“IFRS 2”). Hence, the business combination will be accounted for as the continuance of TFPL with recognition of the identifiable assets acquired and the liabilities assumed of Netfin at fair value. Operations prior to the business combination will be those of TFPL from an accounting point of view.

Under IFRS 2, the business combination is measured at the fair value of the ordinary shares deemed to have been issued by TFPL for the ownership interest in Holdco to be the same as if the transaction had taken the legal form of TFPL acquiring 100% of Netfin. The difference between the fair value of the ordinary shares deemed to have been issued by TFPL and the fair value of Netfin’s identifiable net assets acquired represents a transaction cost and will be expensed as a charge to income.

TFPL has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

• The Sellers, who comprise all of TFPL’s shareholders, will have the largest ownership interest and voting interest in Holdco after the closing date with approximately 62% ownership voting interest;

• Holdco’s board of directors after the business combination will initially consist of seven directors; five of whom will initially be appointed by the Sellers and two of whom will initially be appointed by Netfin; and

• TFPL represents the larger entity, in terms of both revenue and total assets.

Other factors were considered, including composition of management, purpose and intent of the business combination and the location of the combined company’s headquarters, noting that the preponderance of evidence as described above is indicative that TFPL is the accounting acquirer in the business combination.

No goodwill or other intangible assets will be recorded by TFPL in connection with the acquisition.  All direct costs of the business combination will be expensed.

The shares and net profit or loss per common share, prior to the business combination, have been adjusted as shares reflecting the exchange ratio established in the business combination.

2.3 Basis of measurement

The financial statements have been prepared on the historical cost basis.

2.4 Functional and presentation currency

These financial statements are presented in United States dollars (US$), which is the Company’s functional currency.  

2.5 Use of estimates and judgements

The preparation of the financial statements 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.

Estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Information about estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

• Note 5 – Impairment test of intangible assets: key assumptions underlying recoverable amounts, including the recoverability of development costs;

• Note 7 – Impairment test of contract costs: key assumptions underlying achievement of the volume of customer referrals;

• Note 9 and 10 – Measurement of Expected Credit Loss (“ECL”) allowance for trade and loan receivables based on key assumptions such as Probability of Default (“PD”) and Loss Given Default (“LGD”) and forward-looking macroeconomic factors.

• Note 15 – Lease term: Whether the Group is reasonably certain to exercise extension options; and

• Note 25 – Uncertain tax treatments.

XML

Significant accounting policies

12 Months Ended

Feb. 28, 2022

Significant Accounting Policies [Abstract]

Significant accounting policies

3 Significant accounting policies

The accounting policies set out below have been applied consistently by the Group to the periods presented in these financial statements.

3.1 Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Losses applicable to the Non-controlling interests (“NCI”) in a subsidiary are allocated to the NCI even if doing so causes the NCI to have a deficit balance.

3.2 Foreign currencies

Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the date of the transactions.  Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are translated to the functional currency at the exchange rate on that date.  The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined.  Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction.  Foreign currency differences arising on translation are recognised in profit or loss.

3.3 Financial instruments

(i) Recognition and initial measurement

Non-derivative financial assets and financial liabilities

Trade and loan receivables, as well as debt investments issued are initially recognised when they are originated.  All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(ii) Classification and subsequent measurement

Non-derivative financial assets

On initial recognition, a financial asset is classified as measured at amortized cost.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

Financial assets at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as of FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets: Business model assessment

The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management.  The information considered includes:

• the stated policies and objectives for the portfolio and the operation of those policies in practice.  These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

• how the performance of the portfolio is evaluated and reported to the Group’s management;

• the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

• how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

• the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets.

Financial assets that are held-for-trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Non-derivative financial assets: Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition.  ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g., liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument.  This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.  In making this assessment, the Group considers:

• contingent events that would change the amount or timing of cash flows;

• terms that may adjust the contractual coupon rate, including variable rate features;

• prepayment and extension features; and

• terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract.  Additionally, for a financial asset acquired at a significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

Non-derivative financial assets: Subsequent measurement and gains and losses

Financial assets at amortized cost

These assets are subsequently measured at amortized cost using the effective interest method.  The amortized cost is reduced by impairment losses.  Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss.  Any gain or loss on derecognition is recognised in profit or loss.

Non-derivative financial liabilities: Classification, subsequent measurement and gains and losses

The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated.  Financial liabilities for contingent consideration payable in a business combination are recognised at the acquisition date.  All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs.  Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

(iii) Derecognition

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets.  In these cases, the transferred assets are not derecognised.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.  The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

(iv) Offsetting

Financial assets and financial liabilities are off-set and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

3.4 Impairment

(i) Non-derivative financial assets

The Group recognizes loss allowances for ECLs on financial assets measured at amortized cost.

Simplified approach

The Group applies the simplified approach to providing for expected credit losses, which permits the use of the lifetime expected loss provision for all trade receivables. In calculating the expected credit loss rates for trade receivables, the Group considers loss rates for each category of aging bracket of buyers and adjusts for forward looking macroeconomic data.

General approach

The Group applies the general approach to provide for ECLs on all other financial instruments and FGC (Financial Guarantee Contract). Under the general approach, the loss allowance is measured at an amount equal to 12-month ECLs at initial recognition.

At each reporting date, the Group assesses whether the credit risk of a financial instrument has increased significantly since initial recognition. When credit risk has increased significantly since initial recognition, loss allowance is measured at an amount equal to lifetime ECLs.

When determining whether the credit risk of financial assets have increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment that includes forward-looking information.

Measurement of ECLs

The Group decided to assess the Expected Credit Loss (‘ECL’) of the financial asset at amortized cost or fair value through other comprehensive income (‘FVOCI’) based on the discounted product of exposure at default (‘EAD’), probability of default (‘PD’) and loss given default (‘LGD’) as defined below:

• EAD is based on the trade and loan receivable amounts that the Group expects to be owed at the time of default. This represents the carrying value of the trade and loan receivable.

• PD represents the likelihood of a buyer defaulting on its financial obligation, either over the next 12 months or over the remaining lifetime of the obligation.

• LGD represents the Group’s expectation of the extent of loss on a defaulted exposure. LGD is expressed as a percentage loss per unit of exposure at the time of default.

The ECL is computed by multiplying EAD, PD, LGD for each category. The PD and LGD are developed by utilizing historical default studies and publicly available data.

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

• significant financial difficulty of the borrower or issuer;

• a breach of contract such as a default after negotiation;

• the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; or

• it is probable that the borrower will enter bankruptcy or other financial reorganisation.

Presentation of allowance for ECLs in the statement of financial position

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of these assets.

Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery.  This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.  However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

(ii) Non-financial assets

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment.  If any such indication exists, then the asset’s recoverable amount is estimated.  An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.  For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.  Impairment losses are recognised in profit or loss.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.  An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.  An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

3.5 Share capital

Ordinary shares

Ordinary shares are classified as equity.  Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Preference share capital

The Group’s redeemable preference shares are classified as financial liabilities, because they bear non-discretionary dividends and are redeemable in cash by the holders. Non-discretionary dividends thereon are recognised as interest expense in profit or loss as accrued.

Non-redeemable preference shares are classified as equity, because they bear discretionary dividends, do not contain any obligations to deliver cash or other financial assets and do not require settlement in a variable number of the Group’s equity instruments. Discretionary dividends thereon are recognised as equity distributions on approval by the Company’s shareholders.

Repurchase and reissue of ordinary shares (treasury shares)

When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.

3.6 Government grants

Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.

Government grants receivable are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income.

3.7 Revenue

Platform service fees

Trade and Trade Finance Module – Overview

The Group provides a platform which helps to facilitate trading and trade finance. In accordance with IFRS 15 Revenue from Contracts with Customers, revenue from platform service fees is recognised when the Group satisfies a performance obligation (“PO”) by transferring a promised goods or service to a customer via its platform for each individual module. Service provided in each module is identified as a separate performance obligation as they are separately identifiable, distinct and not interdependent. The fee charged for each performance obligation is separately determined as a percentage of the trade or financing amount. The fulfilment of a single performance obligation and the amount of revenue is recognised at a point in time upon the completion of the service.

Trade Discovery sub-module

The “Trade Discovery” sub-module covers the facilitation of trades, allowing users to find counterparties and transactions on the platform, create buy or sell orders and enter into sales agreements. The identified PO of the Group is the facilitation of the trade on the platform. The transaction price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for the service of completing the facilitation of a trade. The transaction price is determined based on a fixed percentage of trade transaction value. As stated in the contract with the customer, the Group is only entitled to the consideration upon completion of a trade as acknowledged by both buyers and sellers on the platform. As such, revenue is recognised at a point in time where consummated trades were acknowledged on the platform by buyers and sellers i.e., fulfilment of the performance obligation.

Trade Finance sub-module

The “Trade Finance” sub-module is used by the lenders or financial institutions to receive funding requests and to provide funding to borrowers. The identified PO of the Group is the facilitation of the completion of a trade financing process. The transaction price is the amount of consideration in the contract to which the Group expects to be entitled for facilitating the completion of a trade financing. The transaction price is determined based on a fixed percentage fee of the amount

financed by the lenders. As stated in the contract with the customer, the Group is only entitled to the consideration upon completion of a trade financing where the lender has disbursed the loan funding to the borrower as acknowledged by the borrower on the platform. As such, revenue is recognized at the point in time when the borrower has acknowledged on the platform the receipt of loan funding.

License fees

The Group enters into fixed price contracts with customers to provide access to its platform over a period of 12 months. In accordance with IFRS 15 Revenue from Contracts with Customers, revenue from these license fees is recognised when the Group satisfies the performance obligation (PO) by granting platform access to the customer. The amount of revenue recognised is the amount of the transaction price allocated to the satisfied PO.

The transaction price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for granting platform access to the customers.

License fee revenue is non- refundable and is recognised equally over the course of 12 months, in line with the period of access granted on the platform, reflecting the progress towards complete satisfaction of that PO.

Financing fee

Financing fee is generated through a fee charged on provisioning of loans advances through supply chain financing, invoice discounting and e-commerce finance arrangements. Financing fees are agreed upon signing of sales contracts.

Financing fee is recognised in profit or loss using the effective interest method, over the period of the financing tenure during which the service is provided. The identified PO of the Group is the disbursement of loan advances. Transaction price is determined based on the fee and facility amount agreed in the sales contracts.

Trade marketplace

The platform connects trade participants and offer a range of trade financial solutions. Sales and purchase contracts are entered respectively with the suppliers and buyers. The Group acts as an intermediary between the suppliers and buyers and is treated as a principal in the trade to provide extended credit terms at a fee as agreed in the contract to the customers.

Revenue is recognised at the point in time when the Group satisfies the PO by ensuring the shipping documents (i.e. bill of lading) have been transferred to the customers. Each completed trade constitutes a single performance obligation, as the Group acts as an intermediary between suppliers and its pre-determined buyers. Transaction price is determined based on the quantity and price as agreed in the contract.

Contract liabilities

Advances are collected from customers upon entering into the sales agreement. These advances are non-refundable and are separately recorded as contract liabilities and will be utilised to offset against fee collection on future completed trade transactions on the platform.

3.8 Employee benefits

(i) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(ii) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

3.9 Cost of revenue

Cost of revenue comprise of costs for platform fees and trade marketplace. Platform fees consists of primarily of expenses associated with delivery of the IT platform and services. Trade marketplace costs relate to costs of goods purchased in the “Trade Marketplace” sub-module of the Kratos platform.

3.10 Marketing and sales

Marketing and sales comprise of marketing and promotional expenditures, consultancy services relating to business development and amortisation of contract costs.

3.11 General and administrative

General and administrative costs mainly comprise of management fees, legal fees and provision for litigation costs, professional fees, consultancy fees, staff cost and depreciation of right-of-use assets.

3.12 Finance costs

Finance costs comprise interest expense and bank charges.

Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.

3.13 Tax

Tax expense comprises current and deferred tax.  Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.  

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.  Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future.

The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.  Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised.  Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due.  New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

3.14 Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

Cost may also include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.  Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

(ii) Subsequent costs

The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably.  The carrying amount of the replaced component is derecognised.  The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is based on the cost of an asset less its residual value.  Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.

Depreciation is recognised as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment, unless it is included in the carrying amount of another asset.  Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term.  Freehold land is not depreciated.

Depreciation is recognised from the date that the property, plant and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.

The estimated useful lives for the current and comparative years are as follows:

• Office equipment3 years

• Fixtures and fittings3 years

• Motor vehicles10 years

• Right-of-use assetsOver the lease term

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.

3.15 Intangible assets

(i) Research and development costs

Expenditure on research activities is recognised in profit or loss as incurred.

Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable from license and platform fee charges to platform users and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

(iii) Amortisation

Amortisation is calculated based on the cost of the asset, less its residual value.

Amortisation is recognised in cost of revenue in profit or loss statement on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative years are as follows:

• IT platform 10 years

• Software 5 years

• License 5 years

• Business relationships 10 years

• Brand name 10 years

3.16 Operating segment and geographic information

An operating segment is a component of an entity:

• that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity);

• whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and

• for which discrete financial information is available.

The Group has identified one operating segment i.e., “trading platform business”.

The assessment of reportable segments is based upon having similar economic characteristics and if the operating segments are similar in the following respects:

• the nature of the products and services;

• the nature of the production processes;

• the type or class of customer for their products and services;

• the methods used to distribute their products or provide their services; and

• if applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.

Reportable segments are distinguished due to their differences in their operations and economics. They are managed separately because they require different business, technological, and marketing strategies.

The Group’s CEO is considered to be the Group’s Chief Operating Decision Maker (“CODM”). The CODM reviews non-financial information, for purposes of allocating resources. Based on the internal financial information provided to the CODM, the Group has determined that the identified operating segment as one reportable segment.

The CODM evaluates the assets and liabilities despite disaggregated financial information being available, the accounting policies used in the determination of the segment amounts are the same as those used in the preparation of the Group’s financial statements.

3.17 Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

(i) As a lessee

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

• Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as of the commencement date;

• amounts expected to be payable under a residual value guarantee; and

• the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortized 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, if there is a change in the Group’s estimate of the amount expected to be payable under a

residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets that do not meet the definition of investment property in ‘property, plant and equipment’.

Short-term leases and leases of low-value assets

The Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

3.18 Contract costs

Sales commission directly attributable to obtaining and fulfilling a customer’s contract are capitalised in the statement of financial position and amortized as marketing and sales expenses over the contract period or expected customer relationship period as the Group expects to recover these costs.

The contract period or expected customer relationship period is typically 3 years.

Capitalised contract costs are included under non-current assets.

3.19 Earnings per share

The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees (if any).

3.20 New standards and interpretations not adopted

A number of new standards, interpretations and amendments to standards are effective for annual periods beginning after March 1, 2021 and earlier application is permitted; however, the Group has not early adopted the new or amended standards and interpretations in preparing these financial statements.

The following new and amended standards are not expected to have a significant impact on the Group’s consolidated financial statements:

• COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16).

• Annual Improvements to IFRS Standards 2018–2020.

• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16).

• Reference to Conceptual Framework (Amendments to IFRS 3).

• Classification of Liabilities as Current or Non-current (Amendments to IAS 1).

• IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts.

• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2).

• Definition of Accounting Estimates (Amendments to IAS 8).

The new and amended accounting Standards and Interpretations listed above are not mandatory for the year ended February 28, 2022 reporting periods and have not been early adopted by the Group. These are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

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Property, plant and equipment

12 Months Ended

Feb. 28, 2022

Disclosure Of Property Plant And Equipment [Abstract]

Property, plant and equipment

4 Property, plant and equipment

	Office equipment			Fixtures and fittings		Motor vehicles		Right-of- use assets		Total
	US$			US$		US$		US$		US$
Cost
As of February 29, 2020		3,854									3,854
Additions		28,918			258,360		156,402		1,229,376		1,673,056
As of February 28, 2021		32,772			258,360		156,402		1,229,376		1,676,910
Additions		76,054			180,970		—		759,629		1,016,653
Disposals		(15,208	)		—		—		—		(15,208	)
As of February 28, 2022		93,618			439,330		156,402		1,989,005		2,678,355
Accumulated depreciation
As of February 29, 2020		2,355			—		—		—		2,355
Depreciation for the year		4,315			3,589		23,460		115,931		147,295
As of February 28, 2021		6,670			3,589		23,460		115,931		149,650
Depreciation for the year		29,050			122,774		46,921		406,679		605,424
Disposals		(6,383	)		—		—		—		(6,383	)
As of February 28, 2022		29,337			126,363		70,381		522,610		748,691
Carrying amounts
As of February 28, 2021		26,102			254,771		132,942		1,113,445		1,527,260
As of February 28, 2022		64,281			312,967		86,021		1,466,395		1,929,664

Property, plant and equipment include right-of-use assets of US$1,466,395 (2021: US$1,113,445) and corresponding lease liabilities of US$1,538,808 (2021: US$1,128,965) related to rental of its office premises for the financial year ended February 28, 2022.

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Intangible Assets

12 Months Ended

Feb. 28, 2022

Disclosure Of Intangible Assets [Abstract]

Intangible Assets

5 Intangible assets

	IT platform		Software		License		Business relationships		Brand name		Development costs			Total
	US$		US$		US$		US$		US$		US$			US$
Cost
As of February 29, 2020		300,149		—		—		—		—		—			300,149
Additions		9,457,562		—		—		—		—		204,448			9,662,010
Reclassification to IT platform		186,317		—		—		—		—		(186,317	)		—
As of February 28, 2021		9,944,028		—		—		—		—		18,131			9,962,159
Additions		—		3,200,000		—		—		—		4,073,566			7,273,566
Acquired through business combination		—		977,921		265,992		283,107		1,067,948		—			2,594,968
As of February 28, 2022		9,944,028		4,177,921		265,992		283,107		1,067,948		4,091,697			19,830,693
Accumulated amortisation
As of February 29, 2020		9,172		—		—		—		—		—			9,172
Amortisation for the year		141,644		—		—		—		—		—			141,644
As of February 28, 2021		150,816		—		—		—		—		—			150,816
Amortisation for the year		1,343,377		162,987		44,332		23,592		88,996		—			1,663,284
As of February 28, 2022		1,494,193		162,987		44,332		23,592		88,996		—			1,814,100
Impairment loss
As of February 29, 2020		—		—		—		—		—		—			—
Impairment loss		1,907,503		—		—		—		—		—			1,907,503
As of February 28, 2021		1,907,503		—		—		—		—		—			1,907,503
Impairment loss		—		—		—		—		—		—			—
As of February 28, 2022		1,907,503		—		—		—		—		—			1,907,503
Carrying amounts
As of 28 February 2021		7,885,709		—		—		—		—		18,131			7,903,840
As of 28 February 2022		6,542,332		4,014,934		221,660		259,515		978,952		4,091,697			16,109,090

During the financial year, cost incurred amounting to US$4,073,566 (2021: US$204,448) of development expenditure for Kratos™ platform has been capitalised from the point in time the development of the platform becomes technically feasible.

At each reporting period the Group is required to assess whether or not the carrying value of its intangible assets are in excess of their fair value.  If the carrying value of intangible assets is in excess of their fair value, an impairment charge is taken to reduce the carrying value to equal its fair value.  The determination of fair value requires the use of estimates and judgments.  Fair value is determined by applying a discounted cash flows model (“DCF”) to determine the value in use or the net realizable value.  Inputs to a DCF model include estimates of the performance of our business over a period of time and a discount rate. The discount rate used reflects a weighted average cost of capital for a representative peer group of financial technology companies which was 15.7%(19.6%). 

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Goodwill

12 Months Ended

Feb. 28, 2022

Disclosure Of Reconciliation Of Changes In Goodwill [Abstract]

Goodwill

6 Goodwill

During the year ended February 28, 2022, the Group completed a business acquisition that was not material to our consolidated financial statements, either individually or in the aggregate. Accordingly,

pro forma historical results of operations related to the business acquisition during the year ended February 28, 2022 have not been presented. The Group has included the financial results of the business acquisition in the consolidated financial statements from the respective date of acquisition.

Goodwill generated from the business acquisition completed during the year ended February 28, 2022 was primarily attributable to expected synergies from future growth and potential monetization opportunities. The amount of goodwill generated during this period that was deductible for tax purposes was not material.

For the purpose of impairment testing, goodwill has been allocated to the Group’s CGU, which is the platform marketplace. The recoverable amount of the CGU was based on its value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The recoverable amount was determined to be higher than the carrying amount of the CGU. No impairment was recognised.  

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Contract costs

12 Months Ended

Feb. 28, 2022

Disclosure Of Assets Recognised From Costs To Obtain Or Fulfil Contracts With Customers [Abstract]

Contract Costs

7 Contract costs

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Capitalised contract costs (net)		—		2,773,611

The movement in capitalised contract costs is as follows:

	As of February 28, 2022			As of February 28, 2021
	US$			US$
Balance as of beginning of financial year		2,773,611			—
Contract costs incurred		—			5,350,000
Amortisation to marketing and sales expenses (Note 22)		(1,277,110	)		(1,153,831	)
Contract costs refunded		—			(322,558	)
Impairment loss		(1,496,501	)		(1,100,000	)
Balance as of end of financial year		—			2,773,611

The movement in the impairment of contract costs is as follows:

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Balance as of beginning of financial year		1,100,000		—
Charge to profit or loss		1,496,501		1,100,000
Balance as of end of financial year		2,596,501		1,100,000

In prior financial year, the Group entered into an agreement with an external party to pay commission fees for every successful customer referral upon signing of the subscription agreement of 3 years with the Group. These costs are capitalised as it is directly attributable to obtaining a customer’s contract and the Group expects to recover these costs. The contract costs are amortized over the subscription period of 3 years. For those customers who were unable to meet the transaction volume committed for a pre-determined period of time, a refund has been sought from the referral. The Group recognised an impairment loss of US$1,496,501 (2021: US$1,100,000) as of the current financial year end based on the recoverability of the remaining balance due to current conditions.

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Other investments

12 Months Ended

Feb. 28, 2022

Disclosure Of Other Investments [Abstract]

Other Investments

8 Other investments

During the fiscal year ended February 28, 2022, the Group invested a total of US$25 million in Trade Credit Partners Ltd., a Cayman Islands exempted fund (“the Fund”) that exclusively invests in, and manages assets in trade finance.

The Fund was formed to pool investment funds from investors for the purpose of originating receivable available for purchase, advance payment transactions with commodity traders, and investment in trade claims and receivables generated from commodity trades. As part of its investment strategy, the Fund will target exporters and/or trading companies located outside the United States whom the Fund believes are underserved by traditional sources of trade financing. The Fund may seek out insured receivables, advance payments transactions requiring financing, and structured products for the trade finance market. Additionally, the Fund may purchase from banks or other creditors under-performing receivables at discounts. The Fund may also purchase receivables which are borne from blockchain-enabled trade finance and/or commodity trading technology platforms.

The investment in TCP does not provide the Group control over the Fund. The Fund’s manager  conducts their own analysis and due diligence on investments independently from the Group. The Fund’s management has a fiduciary duty to its investors to assess and evaluate acquisition of all assets with the Funds money with prudence and independence.  The Group, from time to time, may share investment opportunities with the Fund management to evaluate. The investment is designated and measured at fair value through profit or loss (FVTPL) because its performance is monitored and managed on a fair value basis.

The fair value measurements for the investment have been categorized as Level 3 fair values based on the inputs to the valuation techniques used. Fair value measurement will be performed on a quarterly basis.

Information about the Group’s exposure to credit and market risks, and fair value measurement, is included in Note 27.

As of February 28, 2022, the Fund had invested a majority of its capital in three trading companies.  The trading companies are also clientele of the Group.  The Group’s management has determined that the Fund’s manager is responsible for the direction for the allocation and deployment of the Fund’s assets after conducting diligence to determine the credit worthiness of those investment he is deploying funds to.

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Trade receivables

12 Months Ended

Feb. 28, 2022

Trade Receivables External Customers [Abstract]

Trade receivables

9 Trade receivables

	As of February 28, 2022			As of February 28, 2021
	US$			US$
Gross trade receivables		53,204,934			26,961,682
Less: Impairment loss allowance of trade receivables		(9,354,282	)		(4,108,567	)
Net trade receivables		43,850,652			22,853,115

Credit terms are generally in the range of 60 to 120 days (2021: 90 days).

The movement in the impairment loss allowance of trade receivables during the year is as follows:

	Non- credit impaired		Credit impaired			Total
	US$		US$			US$
As of February 29, 2020		138,956		—			138,956
Impairment loss recognised		223,144		3,746,467			3,969,611
As of February 28, 2021		362,100		3,746,467			4,108,567
Impairment loss recognised		2,618,328		4,170,801			6,789,129
Write-off		—		(1,543,414	)		(1,543,414	)
As of February 28, 2022		2,980,428		6,373,854			9,354,282

The Group’s exposure to credit and currency risks, and impairment loss allowance for these trade receivables, is disclosed in Note 26.

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Loan receivables

12 Months Ended

Feb. 28, 2022

Loan Receivables [Abstract]

Loan receivables

10 Loan receivables

	As of February 28, 2022			As of February 28, 2021
	US$			US$
Gross loan receivables		4,666,103			—
Less: Impairment loss on allowance of loan receivables		(10,732	)		—
Net loan receivables		4,655,371			—

The loan receivables are unsecured loans and advances. The term of the loan receivables and rate of interest varies from customer to customer based on the risk assessment. Tenure of loan receivables range from 14 days to 120 days and the rate of interest of approximately 11% per annum.

The movement in the impairment loss allowance of loan receivables during the year is as follows:

	Non- credit impaired			Credit impaired		Total
	US$			US$		US$
As of February 28, 2021		—			—		—
Assumed from business combination		13,986			—		13,986
Impairment loss recognised		191			—		191
Written off		(3,445	)		—		(3,445	)
As of February 28, 2022		10,732			—		10,732

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Other current assets

12 Months Ended

Feb. 28, 2022

Disclosure Of Other Current Assets [Abstract]

Other current assets

11 Other current assets

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Other receivables		523,116		490,631
Prepaid insurance		3,144,230		2,358,583
Prepayments		1,714,200		561,312
		5,381,546		3,410,526

Prepayments relate to payments made in advance on professional services not received.

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Cash, cash equivalents and restricted cash

12 Months Ended

Feb. 28, 2022

Cash Cash Equivalents And Restricted Cash [Abstract]

Cash, cash equivalents and restricted cash

12 Cash, cash equivalents and restricted cash

(i) Cash and cash equivalents

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Bank balances		68,809,057		134,025,561

(ii) Restricted cash

Restricted cash is in relation to cash held by an external party for the Group’s share repurchase program. The Group has authorised a share repurchase program of up to US$50,000,000 in prior year ended February 28, 2021. The share repurchase program has been completed during the year.

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Share capital

12 Months Ended

Feb. 28, 2022

Disclosure Of Classes Of Share Capital [Abstract]

Share capital

13 Share capital

(i) Ordinary shares

For the year ended February 29 2020, the Company issued 5,000,000 ordinary shares for a total consideration of US$5,000,000 with no par value.

On November 11, 2020, the Company’s common stock and warrants began trading on the NASDAQ stock exchange under the symbol “TRIT” and TRITW” respectively. Pursuant to the terms of the Business Combination Agreement, the Company is authorised and has available for issuance 469,000,001 ordinary shares of par value of US$0.0001 each. Immediately following the business combination, there was 83,195,869 shares of common stock with a par value of US$0.0001 and 25,981,000 warrants outstanding.

The Company has adjusted the shares issued and outstanding prior to November 11, 2020 to give effect to the exchange ratio established in the Business Combination Agreement.

On January 18, 2021, the Company announced a share repurchase program of up to US$50,000,000 of the Company’s shares. 1,831,532 shares have been repurchased and recognised as treasury shares as of February 28, 2021.

As of February 28, 2021, the number of ordinary shares issued and outstanding was 81,364,337.

On April 20, 2021, the Company completed its share repurchase program, having spent a total of US$49.9 million repurchasing 6,671,788 of its ordinary shares and incurring commission fees of US$133,000.  As of August 2, 2021, the Company had 6,671,788 treasury shares compared to 1,831,532 treasury shares as of February 28, 2021. The average weighted number of treasury shares for the year ended February 28, 2022 was 6,426,178.

Effective on March 24, 2022, Nasdaq delisted the Company’s Ordinary Shares and Triterras Warrants.

(ii) Preference shares

As of February 28, 2022, the Company is authorised to issue 30,999,999 preference shares of a par value of US$0.0001 each, of which no shares are issued and/or outstanding.

(iii) Capital management

The Group’s primary objective when managing capital is to safeguard the Group’s ability to continue as a going concern. Capital consists of ordinary shares and retained earnings of the Group.  The board of directors monitors the return of capital as well as the level of dividends to ordinary shareholders.

The Group is not subject to externally imposed capital requirements.

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Treasury shares

12 Months Ended

Feb. 28, 2022

Treasury Shares [Abstract]

Treasury shares

14 Treasury shares

On January 18, 2021, the Company announced a share repurchase program of up to US$50,000,000 of its ordinary shares and it commenced the program on February 12, 2021. On April 20, 2021, the Company completed its share repurchase program, having spent a total of US$49.9 million

repurchasing 6,671,788 of its ordinary shares and incurring commission fees of US$133,000. The weighted average number of treasury shares for the fiscal years ended February 28, 2022 and February 28, 2021 were 6,426,178 and 33,895, respectively.

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Lease liabilities

12 Months Ended

Feb. 28, 2022

Lease Liabilities [Abstract]

Lease liabilities

15 Lease liabilities

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Non-current liabilities
Lease liabilities		1,194,027		868,536
Current liabilities
Lease liabilities		344,781		260,429

In determining the right-of-use asset, the Group used an interest rate of 5.66% (2021: 5.25%) per annum.

Right-of-use assets relate to leased properties that do not meet the definition of investment property are presented as property, plant and equipment (see Note 4).

Amounts recognized in profit or loss

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Depreciation on rights-of-use assets		406,679		115,931		-
Interest on lease liabilities		69,424		24,756		-

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Deferred tax liabilities

12 Months Ended

Feb. 28, 2022

Disclosure Of Deferred Tax Liabilities [Abstract]

Deferred tax liabilities

16 Deferred tax liabilities

Recognised deferred tax liabilities

Deferred tax liabilities are attributable to the following temporary differences:

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Intangible assets		2,742,197		1,667,928
Plant and equipment		22,704		47,000
		2,764,901		1,714,928

Movement in deferred tax liabilities

	As of February 28, 2021		Recognised in profit or loss			As of February 28, 2022
	US$		US$			US$
Intangible assets		1,667,928		1,074,269			2,742,197
Plant and equipment		47,000		(24,296	)		22,704
		1,714,928		1,049,973			2,764,901

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Other payables

12 Months Ended

Feb. 28, 2022

Trade And Other Payables [Abstract]

Other payables

17 Other payables

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Non-current
Contingent consideration		1,067,321		—
Current
Accruals		6,888,765		6,726,147
Provisions		3,440,146		1,750,000
Contingent consideration		2,500,000		—
Other payables		4,941,537		192,494
		17,770,448		8,668,641

Accruals mainly relates to legal professional fees accrued for the year.

Provisions mainly relates to bonus and unutilised leave balances payable to the employees as of year end.

Refer Note 26 for further disclosures on contingent consideration.

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Deferred income

12 Months Ended

Feb. 28, 2022

Disclosure Of Deferred Income [Abstract]

Deferred income

18 Deferred income

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Government grants		180,838		75,848

The Group has been awarded a grant from the Monetary Authority of Singapore (MAS) and Enterprise Singapore. The grant received during the year amounted to US$121,516.  In prior years, the Group received US$78,463. Both grants are related to the development of the Kratos™ platform. The grant, recognised as deferred income, is being amortized over the useful life of the platform.

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Warrant liabilities

12 Months Ended

Feb. 28, 2022

Warrant Liabilities [Abstract]

Warrant liabilities

19 Warrant liabilities

As of February 28, 2022, the Company had 25,300,000 public warrants and 681,000 private warrants outstanding.

Pursuant to the Business Combination Agreement, the outstanding warrants of Netfin to purchase a Class A Share were assumed by the Company on identical terms. The warrants entitle the holder to purchase one ordinary share of the Company at an exercise price of US$11.50 per share at any time on or after 30 days after the Business Combination and on or prior to 5 years after the date on which the Company completes the Business Combination. The warrants were listed on Nasdaq under the symbol TRITW.

The Company determined that these warrants are puttable for cash upon a fundamental transaction at the option of the holder and as such required classification as a liability.  The outstanding warrants are recognised as a warrant liability on the statement of financial position and are measured at their inception date fair value and subsequently re-measured at each reporting period with changes being recorded as component of other income/(loss) in profit or loss.

The fair value of warrant liabilities was measured using Black-Scholes model. Significant inputs into the model at the inception and reporting period measurement dates are as follows (exercise and stock price in US$):

	As of February 28, 2022			As of February 28, 2021
Exercise price (1)		11.50			11.50
Stock price (2)		1.64			7.13
Expected life (years)		3.69			4.70
Volatility (3)		38.11	%		42.03	%
Risk-free interest rate (4)		1.64	%		0.68	%
Dividend yield		0.0	%		0.0	%

⁽¹⁾ Based on the terms provided in the warrant agreement dated July 30, 2019.

⁽²⁾ Based on the trading value of common stock of Triterras, Inc. as of each presented period ending date.

⁽³⁾ Based on Peer Volatility Analysis over each respective remaining contractual term.

⁽⁴⁾ Based on published US Treasury spot rates as of each presented period ending date and correspond with the remaining contractual term.

The following table presents the changes in fair value of warrant liabilities:

	Public			Private placement			Warrant liabilities
	US$			US$			US$
Initial measurements as of November 10, 2021		66,792,000			3,131,483			69,923,483
Change in valuation inputs		(24,035,000	)		(2,076,685	)		(26,111,685	)
Fair value as of February 28, 2021		42,757,000			1,054,798			43,811,798
Change in valuation inputs		(39,721,000	)		(1,051,657	)		(40,772,657	)
Fair value as of February 28, 2022		3,036,000			3,141			3,039,141

The measurement of the public warrants is classified as Level 1 due to the use of an observable market quote in an active market under the ticker TRITW. The quoted price of the public warrant was US$1.64 as of February 28, 2022, as that was the last day of trading day on the NASDAQ (February 28, 2021: US$1.69).

The private placement warrants are considered Level 2 liabilities in the fair value hierarchy as the determination of fair value includes various assumptions about future activities and the Company’s stock prices and historical volatility as inputs. As of February 28, 2022, none of the warrants have been exercised.

As a result of the delisting of the Company’s securities by NASDAQ, valuations of the Company’s warrants, after the date of the delisting, will be valued using Level 3 inputs until such time that there is an observable market quote for the Company’s warrants.

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Revenue

12 Months Ended

Feb. 28, 2022

Revenue [Abstract]

Revenue

20 Revenue

This represents revenue arising from the Group contracts with.

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Platform fees
-Trade transaction modules		37,859,710		55,442,807		16,889,720
-License fees		29,124		30,918		8,458
-Financing fees		198,094		—		—
Trade marketplace		18,592,825		—		—
Total revenue		56,679,753		55,473,725		16,898,178

Platform fees

Trade transaction module consists of trade discovery and trade finance sub-modules:

(i) Trade Discovery sub-module

Nature of services

The platform enables the customers to connect to other counterparties to perform trade transactions. Sales contracts are entered with the customers before onboarding the customers to commence trading. The fees charged are calculated based on the percentage fee agreed in the contract and actual volume of trade transactions.

Revenue recognition

Platform fees are recognised at the point in time where the trades are completed on the platform (i.e. trade has been transacted and both buyers and sellers have acknowledged the trades on the platform). Each completed trade constitutes a single performance obligation, as the platform serves as a commonplace to connect the buyer and seller to execute the trade. Transaction price is determined based on total trade transaction value and fee agreed in the sales contract.  

Significant payment terms

Non-refundable advances are collected from customers upon entering into the sales agreement. These advances will be utilised to offset against fee collection on future completed trade transactions on the platform.

Invoices are generated at the end of each month for all completed trades. The invoice amount is first offset with the advances previously collected and the remaining balance is payable with credit terms of 120 days (2021: 90 days).

(ii) Trade finance sub-module

Nature of services

The platform enables the customers to connect to other counterparties to obtain trade financing from lenders. Sales contracts are entered with the customers before onboarding the customers to commence trading. The fees charged are calculated based on a fixed fee as agreed in the contract or a percentage of total approved funding.

Revenue recognition

Platform fees are recognised at the point in time when funding is provided to the borrowers on the platform (i.e. lender has disbursed the loan funding to the borrower and the borrower has acknowledged the loan funding on the platform). Each completed trade constitutes a single performance obligation, as the platform serves as a marketplace to connect the borrower and lender to execute the trade. Transaction price is determined based on total approved fund value and fee agreed in the sales contract.  

Significant payment terms

Non-refundable advances are collected from customers upon entering into the sales agreement. These advances will be utilised to offset against fee collection on future completed trade transactions on the platform.

Invoices are generated at the end of each month for all completed trades. The invoice amount is first offset with the advances previously collected and the remaining balance is payable with credit terms at a range of 10 to 120 days (2021: 90 days).

(iii) License fees

Nature of services

The license fees charged provide customers the right to access the platform, where customers can obtain the economic benefits by transacting on the platform from the point the access rights were given to the customers. License fees are agreed upon signing of sales contracts and are non-refundable.

Revenue recognition

License fees are recognised over time of the contract period of 12 months because the customers are being provided with the right to use the platform as it exists throughout the period.

Significant payment terms

Invoices for license fees are generated after each successful sign-up on the platform. Credit terms are generally 120 days (2021: 90 days).

(iv) Financing fee

Nature of services

Financing fee is generated through a fee charged on provisioning of loans advances through supply chain financing, invoice discounting and e-commerce finance arrangements. Financing fees are agreed upon signing of sales contracts.

Revenue recognition

Financing fee is recognised in profit or loss using the effective interest method, over the period of the financing tenure during which the service is provided. Transaction price is determined based on the fee and facility amount agreed in the sales contracts.

Significant payment terms

Credit terms of financing fee can be up to 5 months.

Trade marketplace

Nature of services

The platform connects trade participants and offer a range of trade financial solutions. Sales and purchase contracts are entered respectively with the suppliers and buyers. The Group acts as an intermediary between the suppliers and buyers and is treated as a principal in the trade to provide extended credit terms at a fee as agreed in the contract to the customers.

Revenue recognition

Revenue is recognised at the point in time when the shipping documents (i.e. bill of lading) have been transferred to the customers. Each completed trade constitutes a single performance obligation, as the Group acts as an intermediary between suppliers and its pre-determined buyers. Transaction price is determined based on the quantity and price as agreed in the contract.

Significant payment terms

Invoices are generated when sales contract is received. Credit terms are generally not more than 90 days.

Contract balances

The following table provides information about receivables and contract liabilities from contracts with customers.

			As of February 28, 2022			As of February 28, 2021
	Note		US$			US$
Trade receivables, net		9		43,850,652			22,853,115
Contract liabilities				(60,000	)		(49,124	)

Contract liabilities relate to advances collected from customers upon sign-up as part of the license fees billed and license fees deferred, as revenue is recognised over the contract terms of
12 to 36 months.

Significant changes in the contract liabilities balances during the year are as follows:

	Year ended February 28, 2022			Year ended February 28, 2021
	US$			US$
Revenue recognised that was included in contract liabilities    balance at the beginning of the year		49,124			97,542
Increases due to advances and license fees collected		60,000			36,750
Amounts recognised as revenue during the year		(29,124	)		(30,918	)
Advances utilised during the year		(20,000	)		(54,250	)
		60,000			49,124

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Cost of revenue

12 Months Ended

Feb. 28, 2022

Costs Of Revenue [Abstract]

Cost of revenue

21 Cost of revenue

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Platform fees
- Operation of IT platform		2,667,163		4,086,029		112,803
- Cloud management services		233,032		270,967		—
		2,900,195		4,356,996		112,803
Trade marketplace		18,272,140		—		—
		21,172,335		8,713,992		225,606

Platform fees consists primarily of expenses associated with delivery of the IT platform and services. These include expenses related to operation of the IT platform, cloud management service fees and bandwidth costs.

Trade marketplace costs relate to costs of goods purchased in the “Trade Marketplace” sub-module of the Kratos™ platform.

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Marketing and sales

12 Months Ended

Feb. 28, 2022

Marketing And Sales [Abstract]

Marketing and sales

22 Marketing and sales

	Note		Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
			US$		US$		US$
Marketing and promotional expenditures				424,727		141,490		21,241
Consultancy services relating to business    development				152,740		3,047,270		—
Amortisation of contract costs		7		1,277,110		1,153,831		—
				1,854,577		4,342,591		21,241

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General and administrative

12 Months Ended

Feb. 28, 2022

Selling General And Administrative Expense [Abstract]

General and administrative

23 General and administrative

The following items have been included in arriving at general and administrative:

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Management fees		—		1,721,830		915,000
Legal fees		9,920,230		5,263,332		36,032
Professional fees		761,240		1,015,413		86,693
Consultancy fees		2,843,442		771,314		68,500
Staff cost		10,631,740		5,185,095		325,598
Directors and committee fees		1,549,429
Insurance		3,883,411
Travelling expenses		324,614		70,237		4,567
IT expenses		155,711
Depreciation of property, plant and equipments		605,424		147,295		—

Management fees relate to staff costs, accounting and administrative support services and office space recharges from related parties.

Government grants received is offset against staff cost during the financial year. Government grants received during the financial year ended February 28, 2021 are the Jobs Support Scheme (“JSS”) and Wages Credit Scheme (“WCS”) amounting to US$72,832 and US$1,627, respectively. The JSS is a temporary scheme introduced in the Singapore Budget 2020 to help enterprises retain local employees. Under the JSS, employers will receive cash grants in relation to the gross monthly wages of eligible employees. WCS is introduced to support businesses embarking on transformation efforts and encourage sharing of productivity gains with workers.

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Net finance costs

12 Months Ended

Feb. 28, 2022

Finance Income And Finance Costs [Abstract]

Net finance costs

24 Net finance costs

	Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
	US$			US$			US$
Interest income		11,609			48,011			209
Exchange gain, net		—			—			1,133
Finance income		11,609			48,011			1,342
Bank charges		(54,627	)		(14,894	)		(2,763	)
Interest expense		(418,033	)		(75,560	)		(54	)
Exchange loss, net		(164,019	)		(40,036	)		—
Finance cost		(636,679	)		(130,490	)		(2,817	)
Net finance cost		(625,070	)		(82,479	)		(1,475	)

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Income Tax expense

12 Months Ended

Feb. 28, 2022

Major Components Of Tax Expense Income [Abstract]

Income Tax expense

25    Income Tax expense

	Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
	US$			US$			US$
Tax recognised in profit or loss
Current tax expense
Current year		—			4,090,059			1,592,549
Under provision in prior year		88,588			543,457			—
		88,588			4,633,516			1,592,549
Deferred tax expense
Origination of temporary differences		1,049,973			1,714,928			—
		1,049,973			1,714,928			—
Income tax expense		1,138,561			6,348,444			1,592,549
Reconciliation of effective tax rate
Profit before income tax		34,562,090			51,601,156			15,173,340
Income tax using Singapore rate of 17% (2020: 17%)		5,875,555			8,772,196			2,579,468
Effect of tax rates in foreign jurisdiction		(20,802	)		918,306			—
Non-deductible expenses		2,232,578			579,122			31,066
Tax exempt income		(6,978,875	)		(4,451,909	)		—
Tax incentives		(58,483	)		(12,728	)		(26,524	)
Utilisation of tax losses carried forward		—			—			(372,852	)
Utilisation of group tax relief		—			—			(569,143	)
Under provision in prior year		88,588			543,457			—
Others		—			—			(49,466	)
		1,138,561			6,348,444			1,592,549

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Business Combinations

12 Months Ended

Feb. 28, 2022

Disclosure Of Business Combinations [Abstract]

Business Combinations

26 Business combinations

On May 17, 2021, the Group entered into a Share Purchase Agreement (the “Purchase Agreement”) to acquire all of the outstanding share capital of IB Holdings Ltd (“Invoice Bazaar”), a privately-held United Arab Emirates-based supply chain finance company with operations in the United Arab Emirates and offices in Dubai and India, along with all of the share capital of Techfin Solutions FZCO (“Techfin”), a 99%-owned subsidiary of IB Holdings, and 49% ownership interest in Invoice Bazaar Forfaiting Services LLC (JV of IB Holdings).  The Invoice Bazaar platform allows the Group to provide an alternative form of financing on the Kratos™ platform which we believe will increase utilization of the Kratos™ platform by entering into new markets and diversify our innovative offerings.

Pursuant to the Purchase Agreement, the Group agreed to acquire all of the shares of Invoice Bazaar for up to US$8.0 million dollars funded by cash on hand.  The purchase price is structured as follows: (i) an initial cash payment of US$4.0 million, (ii) deferred cash consideration of US$2.0 million

payable in two US$1.0 million tranches upon the earlier of each of the first and second anniversary of the initial cash payment, or the achievement of cumulative revenue milestones and (iii) up to US$2.0 million in earn-out consideration, subject to achievement of certain revenue milestones and continued service with IB Holdings of certain members of the IB Holdings’ founding team. The Purchase Agreement was amended in June 2022 to replace the revenue milestones established in clause (iii) of the preceding sentence, with new milestones relating to recurring revenue from assets deployed or fees collected, origination of new customers, origination of deals, and signing of distribution partnerships with financial institutions related to the remaining $2.0 million in earn-out amount payable by the Group to the sellers of Invoice Bazaar. The sellers of Invoice Bazaar will be additionally entitled to receive a portion of the proceeds of any sale of e-commerce business by the Company within 24 months of the closing of the Acquisition.

Considerations transferred

The following table summarizes the acquisition date fair value of the purchase consideration transferred:

	US$
Cash		4,000,000
Contingent consideration (discounted)		3,189,972
Total purchase consideration		7,189,972

Contingent consideration

Contingent consideration made up of the components below, is recorded in other payables in the statement of financial position:

Payable on first anniversary upon achievement of cumulative revenue milestones	1,000,000
Payable on second anniversary upon achievement of cumulative revenue milestones	1,000,000
Earn-out (as described below)	2,000,000

The Group has agreed to pay the selling shareholders in 2 years’ time additional consideration of up to US$2,000,000 if the acquiree’s cumulative revenue over the next 2 years exceeds certain revenue milestones. S$1,000,000 will be paid on the completion of the first and second year when the acquiree achieved a cumulative revenue of US$800,000 for each respective year. The earn-out of US$2,000,000 will be paid when the acquiree achieved cumulative revenue of US$10,000,000 within the next 2 years.

On June 24, 2022, the Group has signed an addendum to the share purchase agreement to revise the terms of the earn-out. The earn-out of US$2,000,000 will be paid progressively on certain review dates as set out in the addendum, based on certain achievement milestone. The revised criteria for the earn-out as defined in the addendum and the estimates of the amount of contingent consideration that will be earned have been set out as follows:

	Estimated Earn-out
	US$
Achieve earn-out revenue of minimum US$2,000,000 from acquisition date to June 30, 2022		500,000
Onboard 300 new customers on the IT platform commencing March 1, 2022		225,000
Submit US$1 billion in trade value of qualified deals as defined in the addendum on or after March 1, 2022		375,000
Establish partnerships with at least 3 new financial institutions as defined in the addendum on or after March 1, 2022		375,000
Achieve an annual recurring revenue of US$10 million as defined in the addendum		525,000
Total estimated earn-out		2,000,000

Contingent consideration which is payable more than 1 year from financial year end is discounted using a risk-adjusted discount rate of 15.0%.

Identifiable assets acquired and liabilities assumed

The following table summarizes the estimated fair values of Invoice Bazaar assets acquired and liabilities assumed as of the acquisition date:

	US$
Intangible assets		2,594,968
Loan receivables		159,456
Cash and cash equivalents		172,623
Other current assets		31,667
Non-controlling interests		(31,979	)
Other payables		(399,612	)
Total identifiable net assets acquired		2,527,123

Measurement of fair values

The valuation techniques used for measuring the fair value of material assets acquired were as follows:

Assets acquiredValuation technique

Intangible assets Relief-from-royalty method and multi-period excess earnings method: The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the patents being owned. The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets.

Loan receivables comprise gross contractual amounts due of US$159,456, of which the full amount was expected to be collectable at the date of acquisition.

Accounting for the acquisition has been updated based on new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition.

Goodwill

Goodwill arising from the acquisition has been recognized as follows:

	US$
Purchase consideration		7,189,972
Non-controlling interest, based on their proportionate interest in the    recognised amounts of the assets and liabilities of IB		(31,979	)
Fair value of identifiable net assets		(2,527,123	)
Goodwill		4,630,870

Goodwill is not expected to be deductible for income tax purposes.  

Amortization expense of US$319,907 related to these intangible assets was recorded for the fiscal year ended February 28, 2022.

In connection with this acquisition the Group incurred US$227,067 of acquisition related expenses recorded in general and administrative expenses in the consolidated statement of comprehensive income for the year ended February 28, 2022.

For the financial year ended February 28, 2022, Invoice Bazaar contributed US$22,697,061 and US$2,328,368 of revenue and comprehensive income, respectively.

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Significant related party transactions

12 Months Ended

Feb. 28, 2022

Related Party Transactions [Abstract]

Significant related party transactions

27 Significant related party transactions

For the purpose of these financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence.  Related parties may be individuals or other entities.

During the financial year, in addition to disclosures made elsewhere in the financial statements, there were the following significant related party transactions undertaken on terms as agreed between the parties in the normal course of business:

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Sale of services
- Related parties		—		5,164,280		4,504,413
Transfer of fixed assets
- Related party		—		156,402		—
Management fees
- Immediate holding company		—		—		1,100,000
- Related party		—		1,721,830		—

Sales of services provided to related parties in prior year refer to Antanium Resources Pte. Ltd. and its subsidiaries. All outstanding balances with related parties are priced on an arm’s length basis and were fully settled.

For the financial year ended February 29, 2020, US$185,000 of the US$1.1 million management fees charged to the Group has been capitalised during the year as intangible assets as it relates to costs incurred to develop the IT platform.

Key management personnel compensation

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group.  

The Group is centrally managed by the key management personnel of the immediate holding company prior to business combination. The key management personnel received remuneration from the then immediate holding company in respect of their services to the larger group which includes the Group. The compensation of US$3,956,874 was incurred during the financial year. In prior year ended February 28, 2021, US$1,519,324 (2020: US$188,444) was being charged to the Group in the form of management fees to the Group.

Compensation of the Group’s key management personnel includes salaries, bonuses and contributions to post-employment defined benefit plan.

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Financial risk management

12 Months Ended

Feb. 28, 2022

Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Abstract]

Financial risk management

28 Financial risk management

Exposure to credit, liquidity, interest rate and foreign currency risks arises in the normal course of the Group’s business.  The Group has formal risk management policies and guidelines that set out its overall business strategies, its tolerance of risk and general risk management philosophy and has established processes to monitor and control its exposure to such risks in a timely manner.  The Group reviews its risk management processes regularly to ensure the Group’s policy guidelines are adhered to.

Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations.

At the reporting date, the exposure to credit risk for trade receivables at the reporting date by type of counterparty was as follows:

	Year ended February 28, 2022		Year ended February 28, 2021
	US$		US$
Trade receivables, net		43,850,652		22,853,115
Loan receivables, net		4,655,371		—
		48,506,023		22,853,115

The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. Refer to Note 3.4 for the Group’s policy on assessment of ECL impairment model.    

Impairment

The ageing of trade and loan receivables at the reporting date was:

	Non- credit impaired			Credit impaired
	US$			US$
2022
Current		25,938,750			432,971
Past due 1 – 60 days		6,413,032			1,040,009
Past due over 60 days		19,145,401			4,900,874
Total gross carrying amount		51,497,183			6,373,854
Loss allowance		(2,991,160	)		(6,373,854	)
		48,506,023			—
2021
Current		12,121,046			1,607,907
Past due 1 – 60 days		10,226,905			278,278
Past due over 60 days		867,264			1,860,282
Total gross carrying amount		23,215,215			3,746,467
Loss allowance		(362,100	)		(3,746,467	)
		22,853,115			—

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.

The Group monitors its liquidity risk and maintains a level of cash and bank balances deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.

The following are the contractual undiscounted cash outflows of non-derivative financial liabilities:

	Carrying amount		Contractual cash flows		Within 1 year		Within 1 to 5 years		More than 5 years
	US$		US$		US$		US$		US$
2022
Non-derivative financial liabilities
Other payables*		15,397,623		19,270,448		17,770,448		1,500,000		—
Lease liability		1,538,808		1,667,720		481,793		1,185,927		—
		16,936,431		20,938,168		18,252,241		2,685,927		—
2021
Non-derivative financial liabilities
Other payables*		6,918,641		6,918,641		6,918,641		—		—
Lease liability		1,128,965		1,196,487		312,127		884,360		—
		8,047,606		8,115,128		7,230,768		884,360		—

* excludes provisions

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises primarily from the lease liabilities and contingent consideration which were discounted to present value.

The Group does not expect any significant effect on the Group’s profit or loss arising from the effects of reasonably possible changes to interest rates on interest bearing financial instruments at the end of the financial year.

Foreign currency risk

The Group’s foreign currency risk arises on transactions in the normal course of business.  The Group ensures that the net exposure from transactions in foreign currencies is kept to an acceptable level through regular foreign currency exposure analysis and appropriate management of this risk.

Exposure to foreign currency risk is insignificant as the Group’s income and expenses, assets and liabilities are substantially denominated in United States dollars.  The exposure is monitored on an ongoing basis and the Group endeavours to keep the net exposure at an acceptable level.

The Group’s exposure to foreign currency risk was as follows based on notional amounts:

	Year ended February 28, 2022			Year ended February 28, 2021
	US$			US$
Singapore dollars
Cash and cash equivalents		139,097			185,667
Other payables		—			(78,621	)
Lease liabilities		(1,059,681	)		(1,128,965	)
		(920,584	)		(1,021,919	)

Sensitivity analysis

A 5% strengthening of United States dollars against the following currency at the reporting date would have increased profit or loss by the amounts shown below.  This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period.  The analysis assumes that all other variables, in particular interest rates, remain constant.

	Profit/(Loss)
	Year ended February 28, 2022		Year ended February 28, 2021
	US$		US$
Singapore dollars		46,029		51,096

A 5% weakening of United States dollars against the above currency at reporting date would have had the equal but opposite effect on the above currency to the amounts shown above, on the basis that all other variables remain constant.

Offsetting financial assets and financial liabilities

The Group does not have any master netting arrangements and none of the financial assets and financial liabilities are offset in the statement of financial position during the year (2021: US$730,000).

Estimation of fair values

The methodologies and assumptions used in the estimation of fair values depend on the terms and characteristics of the various assets and liabilities and include the following:

Financial instruments for which fair value is equal to the carrying value

These financial instruments include trade receivables, loan receivables, other current assets, cash and cash equivalents and other payables. The carrying values of these financial instruments are assumed

to approximate their fair values because they are short-term in nature. Accordingly, the fair values and fair value hierarchy levels have not been presented for these financial instruments.

Contingent consideration and lease liabilities are measured using discounted cash flows which consider the present value of the expected future payments, discounted using a risk-adjusted discount rate.

Accounting classifications and fair values

The following table sets out the accounting classification and carrying amounts of the Group’s financial instruments not recognised at fair value.

	Fair value through profit and loss		Amortised cost		Total carrying amount
	US$		US$		US$
2022
Financial assets
Trade receivables		—		43,850,652		43,850,652
Loan receivables		—		4,655,371		4,655,371
Other assets#		—		523,116		523,116
Cash and cash equivalents		—		68,809,057		68,809,057
Other investments		25,142,783		—		25,142,783
		25,142,783		117,838,196		142,980,979
Financial liabilities
Other payables*		1,067,321		14,330,302		15,397,623
Warrants liabilities		3,039,141		—		3,039,141
Lease liabilities		—		1,538,808		1,538,808
		4,106,462		15,869,110		19,975,572
2021
Financial assets
Trade receivables		—		22,853,115		22,853,115
Other assets#		—		490,631		490,631
Cash and cash equivalents		—		134,025,561		134,025,561
Restricted cash		—		35,686,643		35,686,643
		—		193,055,950		193,055,950
Financial liabilities
Other payables*		—		6,918,641		6,918,641
Warrants liabilities		43,811,798		—		43,811,798
Lease liabilities		—		1,128,965		1,128,965
		43,811,798		8,047,606		51,859,404

#exclude prepayments

*exclude provisions

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Operating segment

12 Months Ended

Feb. 28, 2022

Disclosure Of Operating Segments [Abstract]

Operating segment

29 Operating segment

Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the CODM (“Chief Operating Decision Maker”) for the purpose of resource allocation and performance assessment.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. The Group operates in a single business segment which is a financial technology platform that facilitates trading and trade finance for small and medium sized enterprises using innovative blockchain-enabled technology. No operating segments have been aggregated to form the following reportable operating segment.

Business segment

The Group has only one operating segment for the year ended February 28, 2022, namely the platform marketplace, the details of which are set out below:

• Platform – Engage customers to trade on the platform where the Group earns a fee based on the percentage agreed in the sales contract. Fees charged are based on total trading volume or total approved funds.

• Trade marketplace – Connects trade participants and offer a range of trade financial solutions. Sales and purchase contracts are entered respectively with the suppliers and buyers. The Group acts as a principal in the trade to provide extended credit terms at a fee as agreed in the contract to the customers.

Geographical information

Revenue

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
United Arab Emirates		53,625,000		26,769,533		1,634,115
Singapore		2,900,987		14,517,264		9,496,854
Hong Kong		147,537		7,488,714		3,378,300
Malaysia		1,562		4,584,790		1,887,039
Other countries		4,667		2,113,424		501,870
		56,679,753		55,473,725		16,898,178

The revenue information of continuing operations above is based on the location of the customers’ country of incorporation.

Non-current assets

All non-current assets of continuing operations above are based in Singapore, United Arab Emirates and United Kingdom.

Major customers

Revenue from top five customers of the Group’s trading platform business segment represents US$16,448,042 (2021: US$19,361,802; 2020: 8,619,056) of the Group’s total revenues.

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Earnings per share

12 Months Ended

Feb. 28, 2022

Earnings Per Share [Abstract]

Earnings per share

30 Earnings per share

The basic earnings per share is calculated as the Group’s profit for the year attributable to equity holders of the Group divided by the weighted average number of ordinary shares of the Group in issue during the year.

The Group had no potentially dilutive ordinary shares in issue during the year.  The warrants are antidilutive.

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Profit for the year attributable to equity    holders of the Group		33,427,019		45,252,712		13,580,791
	No. of shares		No. of shares		No. of shares
Weighted average number of ordinary shares in    issue during the year		76,769,691		60,956,752		3,333,433
	US$		US$		US$
Basic and diluted earnings per share		0.44		0.74		4.07

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Reverse merger

12 Months Ended

Feb. 28, 2022

Reverse Merger [Abstract]

Reverse merger

31 Reverse merger

In the consolidation financial statements, the acquisition costs arising from the reverse merger was determined by the aggregate of US$60,000,000 (as below) in cash and using the fair value of the issued equity of the Company amounting to US$525,000,000, being 51,622,419 shares at US$10.17 per share, which represents the market value of the Company at the date of the completion of the reverse merger.

The net assets acquired from the reverse merger were as follows:

	US$
Cash and cash equivalents		170,616,649
Other receivables		60,068,819
Other payables		(1,587,820	)
Warrant liabilities		(69,923,483	)
Less:
Cash consideration paid (as above)		(60,000,000	)
Others		(17,514	)
As per consolidated statement of cash flows		99,156,651

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Subsequent events

12 Months Ended

Feb. 28, 2022

Disclosure Of Nonadjusting Events After Reporting Period [Abstract]

Subsequent events

32 Subsequent events

Effective on March 24, 2022, Nasdaq delisted the Company’s Ordinary Shares and Triterras Warrants.

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Significant accounting policies (Policies)

12 Months Ended

Feb. 28, 2022

Significant Accounting Policies [Abstract]

Basis of consolidation

3.1 Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Losses applicable to the Non-controlling interests (“NCI”) in a subsidiary are allocated to the NCI even if doing so causes the NCI to have a deficit balance.

Foreign currencies

3.2 Foreign currencies

Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates at the date of the transactions.  Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are translated to the functional currency at the exchange rate on that date.  The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined.  Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction.  Foreign currency differences arising on translation are recognised in profit or loss.

Financial instruments

3.3 Financial instruments

(i) Recognition and initial measurement

Non-derivative financial assets and financial liabilities

Trade and loan receivables, as well as debt investments issued are initially recognised when they are originated.  All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(ii) Classification and subsequent measurement

Non-derivative financial assets

On initial recognition, a financial asset is classified as measured at amortized cost.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

Financial assets at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as of FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets: Business model assessment

The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management.  The information considered includes:

• the stated policies and objectives for the portfolio and the operation of those policies in practice.  These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

• how the performance of the portfolio is evaluated and reported to the Group’s management;

• the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

• how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

• the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets.

Financial assets that are held-for-trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Non-derivative financial assets: Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition.  ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g., liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument.  This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.  In making this assessment, the Group considers:

• contingent events that would change the amount or timing of cash flows;

• terms that may adjust the contractual coupon rate, including variable rate features;

• prepayment and extension features; and

• terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract.  Additionally, for a financial asset acquired at a significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

Non-derivative financial assets: Subsequent measurement and gains and losses

Financial assets at amortized cost

These assets are subsequently measured at amortized cost using the effective interest method.  The amortized cost is reduced by impairment losses.  Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss.  Any gain or loss on derecognition is recognised in profit or loss.

Non-derivative financial liabilities: Classification, subsequent measurement and gains and losses

The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated.  Financial liabilities for contingent consideration payable in a business combination are recognised at the acquisition date.  All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs.  Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

(iii) Derecognition

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets.  In these cases, the transferred assets are not derecognised.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.  The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

(iv) Offsetting

Financial assets and financial liabilities are off-set and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

Impairment

3.4 Impairment

(i) Non-derivative financial assets

The Group recognizes loss allowances for ECLs on financial assets measured at amortized cost.

Simplified approach

The Group applies the simplified approach to providing for expected credit losses, which permits the use of the lifetime expected loss provision for all trade receivables. In calculating the expected credit loss rates for trade receivables, the Group considers loss rates for each category of aging bracket of buyers and adjusts for forward looking macroeconomic data.

General approach

The Group applies the general approach to provide for ECLs on all other financial instruments and FGC (Financial Guarantee Contract). Under the general approach, the loss allowance is measured at an amount equal to 12-month ECLs at initial recognition.

At each reporting date, the Group assesses whether the credit risk of a financial instrument has increased significantly since initial recognition. When credit risk has increased significantly since initial recognition, loss allowance is measured at an amount equal to lifetime ECLs.

When determining whether the credit risk of financial assets have increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment that includes forward-looking information.

Measurement of ECLs

The Group decided to assess the Expected Credit Loss (‘ECL’) of the financial asset at amortized cost or fair value through other comprehensive income (‘FVOCI’) based on the discounted product of exposure at default (‘EAD’), probability of default (‘PD’) and loss given default (‘LGD’) as defined below:

• EAD is based on the trade and loan receivable amounts that the Group expects to be owed at the time of default. This represents the carrying value of the trade and loan receivable.

• PD represents the likelihood of a buyer defaulting on its financial obligation, either over the next 12 months or over the remaining lifetime of the obligation.

• LGD represents the Group’s expectation of the extent of loss on a defaulted exposure. LGD is expressed as a percentage loss per unit of exposure at the time of default.

The ECL is computed by multiplying EAD, PD, LGD for each category. The PD and LGD are developed by utilizing historical default studies and publicly available data.

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

• significant financial difficulty of the borrower or issuer;

• a breach of contract such as a default after negotiation;

• the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; or

• it is probable that the borrower will enter bankruptcy or other financial reorganisation.

Presentation of allowance for ECLs in the statement of financial position

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of these assets.

Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery.  This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.  However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

(ii) Non-financial assets

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment.  If any such indication exists, then the asset’s recoverable amount is estimated.  An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.  For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.  Impairment losses are recognised in profit or loss.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.  An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.  An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Share capital

3.5 Share capital

Ordinary shares

Ordinary shares are classified as equity.  Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Preference share capital

The Group’s redeemable preference shares are classified as financial liabilities, because they bear non-discretionary dividends and are redeemable in cash by the holders. Non-discretionary dividends thereon are recognised as interest expense in profit or loss as accrued.

Non-redeemable preference shares are classified as equity, because they bear discretionary dividends, do not contain any obligations to deliver cash or other financial assets and do not require settlement in a variable number of the Group’s equity instruments. Discretionary dividends thereon are recognised as equity distributions on approval by the Company’s shareholders.

Repurchase and reissue of ordinary shares (treasury shares)

When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.

Government grants

3.6 Government grants

Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.

Government grants receivable are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income.

Revenue

3.7 Revenue

Platform service fees

Trade and Trade Finance Module – Overview

The Group provides a platform which helps to facilitate trading and trade finance. In accordance with IFRS 15 Revenue from Contracts with Customers, revenue from platform service fees is recognised when the Group satisfies a performance obligation (“PO”) by transferring a promised goods or service to a customer via its platform for each individual module. Service provided in each module is identified as a separate performance obligation as they are separately identifiable, distinct and not interdependent. The fee charged for each performance obligation is separately determined as a percentage of the trade or financing amount. The fulfilment of a single performance obligation and the amount of revenue is recognised at a point in time upon the completion of the service.

Trade Discovery sub-module

The “Trade Discovery” sub-module covers the facilitation of trades, allowing users to find counterparties and transactions on the platform, create buy or sell orders and enter into sales agreements. The identified PO of the Group is the facilitation of the trade on the platform. The transaction price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for the service of completing the facilitation of a trade. The transaction price is determined based on a fixed percentage of trade transaction value. As stated in the contract with the customer, the Group is only entitled to the consideration upon completion of a trade as acknowledged by both buyers and sellers on the platform. As such, revenue is recognised at a point in time where consummated trades were acknowledged on the platform by buyers and sellers i.e., fulfilment of the performance obligation.

Trade Finance sub-module

The “Trade Finance” sub-module is used by the lenders or financial institutions to receive funding requests and to provide funding to borrowers. The identified PO of the Group is the facilitation of the completion of a trade financing process. The transaction price is the amount of consideration in the contract to which the Group expects to be entitled for facilitating the completion of a trade financing. The transaction price is determined based on a fixed percentage fee of the amount

financed by the lenders. As stated in the contract with the customer, the Group is only entitled to the consideration upon completion of a trade financing where the lender has disbursed the loan funding to the borrower as acknowledged by the borrower on the platform. As such, revenue is recognized at the point in time when the borrower has acknowledged on the platform the receipt of loan funding.

License fees

The Group enters into fixed price contracts with customers to provide access to its platform over a period of 12 months. In accordance with IFRS 15 Revenue from Contracts with Customers, revenue from these license fees is recognised when the Group satisfies the performance obligation (PO) by granting platform access to the customer. The amount of revenue recognised is the amount of the transaction price allocated to the satisfied PO.

The transaction price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for granting platform access to the customers.

License fee revenue is non- refundable and is recognised equally over the course of 12 months, in line with the period of access granted on the platform, reflecting the progress towards complete satisfaction of that PO.

Financing fee

Financing fee is generated through a fee charged on provisioning of loans advances through supply chain financing, invoice discounting and e-commerce finance arrangements. Financing fees are agreed upon signing of sales contracts.

Financing fee is recognised in profit or loss using the effective interest method, over the period of the financing tenure during which the service is provided. The identified PO of the Group is the disbursement of loan advances. Transaction price is determined based on the fee and facility amount agreed in the sales contracts.

Trade marketplace

The platform connects trade participants and offer a range of trade financial solutions. Sales and purchase contracts are entered respectively with the suppliers and buyers. The Group acts as an intermediary between the suppliers and buyers and is treated as a principal in the trade to provide extended credit terms at a fee as agreed in the contract to the customers.

Revenue is recognised at the point in time when the Group satisfies the PO by ensuring the shipping documents (i.e. bill of lading) have been transferred to the customers. Each completed trade constitutes a single performance obligation, as the Group acts as an intermediary between suppliers and its pre-determined buyers. Transaction price is determined based on the quantity and price as agreed in the contract.

Contract liabilities

Advances are collected from customers upon entering into the sales agreement. These advances are non-refundable and are separately recorded as contract liabilities and will be utilised to offset against fee collection on future completed trade transactions on the platform.

Employee benefits

3.8 Employee benefits

(i) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(ii) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

Cost of revenue

3.9 Cost of revenue

Cost of revenue comprise of costs for platform fees and trade marketplace. Platform fees consists of primarily of expenses associated with delivery of the IT platform and services. Trade marketplace costs relate to costs of goods purchased in the “Trade Marketplace” sub-module of the Kratos platform.

Marketing and sales

3.10 Marketing and sales

Marketing and sales comprise of marketing and promotional expenditures, consultancy services relating to business development and amortisation of contract costs.

General and administrative

3.11 General and administrative

General and administrative costs mainly comprise of management fees, legal fees and provision for litigation costs, professional fees, consultancy fees, staff cost and depreciation of right-of-use assets.

Finance costs

3.12 Finance costs

Finance costs comprise interest expense and bank charges.

Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.

Tax

3.13 Tax

Tax expense comprises current and deferred tax.  Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.  

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.  Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future.

The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.  Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised.  Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due.  New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

Property, plant and equipment

3.14 Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

Cost may also include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.  Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

(ii) Subsequent costs

The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably.  The carrying amount of the replaced component is derecognised.  The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is based on the cost of an asset less its residual value.  Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.

Depreciation is recognised as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment, unless it is included in the carrying amount of another asset.  Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term.  Freehold land is not depreciated.

Depreciation is recognised from the date that the property, plant and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.

The estimated useful lives for the current and comparative years are as follows:

• Office equipment3 years

• Fixtures and fittings3 years

• Motor vehicles10 years

• Right-of-use assetsOver the lease term

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.

Intangible assets

3.15 Intangible assets

(i) Research and development costs

Expenditure on research activities is recognised in profit or loss as incurred.

Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable from license and platform fee charges to platform users and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

(iii) Amortisation

Amortisation is calculated based on the cost of the asset, less its residual value.

Amortisation is recognised in cost of revenue in profit or loss statement on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative years are as follows:

• IT platform 10 years

• Software 5 years

• License 5 years

• Business relationships 10 years

• Brand name 10 years

Operating segment and geographic information

3.16 Operating segment and geographic information

An operating segment is a component of an entity:

• that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity);

• whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and

• for which discrete financial information is available.

The Group has identified one operating segment i.e., “trading platform business”.

The assessment of reportable segments is based upon having similar economic characteristics and if the operating segments are similar in the following respects:

• the nature of the products and services;

• the nature of the production processes;

• the type or class of customer for their products and services;

• the methods used to distribute their products or provide their services; and

• if applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.

Reportable segments are distinguished due to their differences in their operations and economics. They are managed separately because they require different business, technological, and marketing strategies.

The Group’s CEO is considered to be the Group’s Chief Operating Decision Maker (“CODM”). The CODM reviews non-financial information, for purposes of allocating resources. Based on the internal financial information provided to the CODM, the Group has determined that the identified operating segment as one reportable segment.

The CODM evaluates the assets and liabilities despite disaggregated financial information being available, the accounting policies used in the determination of the segment amounts are the same as those used in the preparation of the Group’s financial statements.

Leases

3.17 Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

(i) As a lessee

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

• Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as of the commencement date;

• amounts expected to be payable under a residual value guarantee; and

• the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortized 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, if there is a change in the Group’s estimate of the amount expected to be payable under a

residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets that do not meet the definition of investment property in ‘property, plant and equipment’.

Short-term leases and leases of low-value assets

The Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Contract costs

3.18 Contract costs

Sales commission directly attributable to obtaining and fulfilling a customer’s contract are capitalised in the statement of financial position and amortized as marketing and sales expenses over the contract period or expected customer relationship period as the Group expects to recover these costs.

The contract period or expected customer relationship period is typically 3 years.

Capitalised contract costs are included under non-current assets.

Earnings per share

3.19 Earnings per share

The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees (if any).

New standards and interpretations not adopted

3.20 New standards and interpretations not adopted

A number of new standards, interpretations and amendments to standards are effective for annual periods beginning after March 1, 2021 and earlier application is permitted; however, the Group has not early adopted the new or amended standards and interpretations in preparing these financial statements.

The following new and amended standards are not expected to have a significant impact on the Group’s consolidated financial statements:

• COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16).

• Annual Improvements to IFRS Standards 2018–2020.

• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16).

• Reference to Conceptual Framework (Amendments to IFRS 3).

• Classification of Liabilities as Current or Non-current (Amendments to IAS 1).

• IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts.

• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2).

• Definition of Accounting Estimates (Amendments to IAS 8).

The new and amended accounting Standards and Interpretations listed above are not mandatory for the year ended February 28, 2022 reporting periods and have not been early adopted by the Group. These are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

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Property, Plant and Equipment (Tables)

12 Months Ended

Feb. 28, 2022

Disclosure Of Property Plant And Equipment [Abstract]

Summary of Property, Plant and Equipment

	Office equipment			Fixtures and fittings		Motor vehicles		Right-of- use assets		Total
	US$			US$		US$		US$		US$
Cost
As of February 29, 2020		3,854									3,854
Additions		28,918			258,360		156,402		1,229,376		1,673,056
As of February 28, 2021		32,772			258,360		156,402		1,229,376		1,676,910
Additions		76,054			180,970		—		759,629		1,016,653
Disposals		(15,208	)		—		—		—		(15,208	)
As of February 28, 2022		93,618			439,330		156,402		1,989,005		2,678,355
Accumulated depreciation
As of February 29, 2020		2,355			—		—		—		2,355
Depreciation for the year		4,315			3,589		23,460		115,931		147,295
As of February 28, 2021		6,670			3,589		23,460		115,931		149,650
Depreciation for the year		29,050			122,774		46,921		406,679		605,424
Disposals		(6,383	)		—		—		—		(6,383	)
As of February 28, 2022		29,337			126,363		70,381		522,610		748,691
Carrying amounts
As of February 28, 2021		26,102			254,771		132,942		1,113,445		1,527,260
As of February 28, 2022		64,281			312,967		86,021		1,466,395		1,929,664

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Intangible Assets (Tables)

12 Months Ended

Feb. 28, 2022

Disclosure Of Intangible Assets [Abstract]

Summary of Intangible Assets

	IT platform		Software		License		Business relationships		Brand name		Development costs			Total
	US$		US$		US$		US$		US$		US$			US$
Cost
As of February 29, 2020		300,149		—		—		—		—		—			300,149
Additions		9,457,562		—		—		—		—		204,448			9,662,010
Reclassification to IT platform		186,317		—		—		—		—		(186,317	)		—
As of February 28, 2021		9,944,028		—		—		—		—		18,131			9,962,159
Additions		—		3,200,000		—		—		—		4,073,566			7,273,566
Acquired through business combination		—		977,921		265,992		283,107		1,067,948		—			2,594,968
As of February 28, 2022		9,944,028		4,177,921		265,992		283,107		1,067,948		4,091,697			19,830,693
Accumulated amortisation
As of February 29, 2020		9,172		—		—		—		—		—			9,172
Amortisation for the year		141,644		—		—		—		—		—			141,644
As of February 28, 2021		150,816		—		—		—		—		—			150,816
Amortisation for the year		1,343,377		162,987		44,332		23,592		88,996		—			1,663,284
As of February 28, 2022		1,494,193		162,987		44,332		23,592		88,996		—			1,814,100
Impairment loss
As of February 29, 2020		—		—		—		—		—		—			—
Impairment loss		1,907,503		—		—		—		—		—			1,907,503
As of February 28, 2021		1,907,503		—		—		—		—		—			1,907,503
Impairment loss		—		—		—		—		—		—			—
As of February 28, 2022		1,907,503		—		—		—		—		—			1,907,503
Carrying amounts
As of 28 February 2021		7,885,709		—		—		—		—		18,131			7,903,840
As of 28 February 2022		6,542,332		4,014,934		221,660		259,515		978,952		4,091,697			16,109,090

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Contract Costs (Tables)

12 Months Ended

Feb. 28, 2022

Disclosure Of Assets Recognised From Costs To Obtain Or Fulfil Contracts With Customers [Abstract]

Summary of Capitalised Contract Costs (Net)

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Capitalised contract costs (net)		—		2,773,611

Summary of Movement in Capitalised Contract Costs

The movement in capitalised contract costs is as follows:

	As of February 28, 2022			As of February 28, 2021
	US$			US$
Balance as of beginning of financial year		2,773,611			—
Contract costs incurred		—			5,350,000
Amortisation to marketing and sales expenses (Note 22)		(1,277,110	)		(1,153,831	)
Contract costs refunded		—			(322,558	)
Impairment loss		(1,496,501	)		(1,100,000	)
Balance as of end of financial year		—			2,773,611

Summary of Movement in Impairment of Contract Costs

The movement in the impairment of contract costs is as follows:

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Balance as of beginning of financial year		1,100,000		—
Charge to profit or loss		1,496,501		1,100,000
Balance as of end of financial year		2,596,501		1,100,000

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Trade Receivables (Tables)

12 Months Ended

Feb. 28, 2022

Trade Receivables External Customers [Abstract]

Summary of Net Trade Receivables

	As of February 28, 2022			As of February 28, 2021
	US$			US$
Gross trade receivables		53,204,934			26,961,682
Less: Impairment loss allowance of trade receivables		(9,354,282	)		(4,108,567	)
Net trade receivables		43,850,652			22,853,115

Summary of Movement in the Impairment Loss Allowance of Trade Receivables

The movement in the impairment loss allowance of trade receivables during the year is as follows:

	Non- credit impaired		Credit impaired			Total
	US$		US$			US$
As of February 29, 2020		138,956		—			138,956
Impairment loss recognised		223,144		3,746,467			3,969,611
As of February 28, 2021		362,100		3,746,467			4,108,567
Impairment loss recognised		2,618,328		4,170,801			6,789,129
Write-off		—		(1,543,414	)		(1,543,414	)
As of February 28, 2022		2,980,428		6,373,854			9,354,282

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Loan Receivables (Tables)

12 Months Ended

Feb. 28, 2022

Loan Receivables [Abstract]

Summary of Loan Receivables

	As of February 28, 2022			As of February 28, 2021
	US$			US$
Gross loan receivables		4,666,103			—
Less: Impairment loss on allowance of loan receivables		(10,732	)		—
Net loan receivables		4,655,371			—

Summary of Movement in Impairment Loss Allowance of Loan Receivables

The movement in the impairment loss allowance of loan receivables during the year is as follows:

	Non- credit impaired			Credit impaired		Total
	US$			US$		US$
As of February 28, 2021		—			—		—
Assumed from business combination		13,986			—		13,986
Impairment loss recognised		191			—		191
Written off		(3,445	)		—		(3,445	)
As of February 28, 2022		10,732			—		10,732

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Other Current Assets (Tables)

12 Months Ended

Feb. 28, 2022

Disclosure Of Other Current Assets [Abstract]

Summary of Other Current Assets

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Other receivables		523,116		490,631
Prepaid insurance		3,144,230		2,358,583
Prepayments		1,714,200		561,312
		5,381,546		3,410,526

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Cash, Cash Equivalents and Restricted Cash (Tables)

12 Months Ended

Feb. 28, 2022

Cash And Cash Equivalents [Abstract]

Summary of Cash and Cash Equivalents

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Bank balances		68,809,057		134,025,561

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Lease Liabilities (Tables)

12 Months Ended

Feb. 28, 2022

Lease Liabilities [Abstract]

Summary of Lease Liabilities

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Non-current liabilities
Lease liabilities		1,194,027		868,536
Current liabilities
Lease liabilities		344,781		260,429

Summary of Amounts Recognized in Profit or Loss

Amounts recognized in profit or loss

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Depreciation on rights-of-use assets		406,679		115,931		-
Interest on lease liabilities		69,424		24,756		-

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Deferred Tax Liabilities (Tables)

12 Months Ended

Feb. 28, 2022

Disclosure Of Deferred Tax Liabilities [Abstract]

Summary of Deferred Tax Liabilities Recognised

Deferred tax liabilities are attributable to the following temporary differences:

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Intangible assets		2,742,197		1,667,928
Plant and equipment		22,704		47,000
		2,764,901		1,714,928

Summary of Movement in Deferred Tax Liabilities

Movement in deferred tax liabilities

	As of February 28, 2021		Recognised in profit or loss			As of February 28, 2022
	US$		US$			US$
Intangible assets		1,667,928		1,074,269			2,742,197
Plant and equipment		47,000		(24,296	)		22,704
		1,714,928		1,049,973			2,764,901

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Other Payables (Tables)

12 Months Ended

Feb. 28, 2022

Trade And Other Payables [Abstract]

Summary of Other Payables

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Non-current
Contingent consideration		1,067,321		—
Current
Accruals		6,888,765		6,726,147
Provisions		3,440,146		1,750,000
Contingent consideration		2,500,000		—
Other payables		4,941,537		192,494
		17,770,448		8,668,641

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Deferred Income (Tables)

12 Months Ended

Feb. 28, 2022

Disclosure Of Deferred Income [Abstract]

Summary of Deferred Income

	As of February 28, 2022		As of February 28, 2021
	US$		US$
Government grants		180,838		75,848

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Warrant Liabilities (Tables)

12 Months Ended

Feb. 28, 2022

Warrant Liabilities [Abstract]

Summary of Fair Value of Warrant Liabilities Measured Using Black-Scholes Model

The fair value of warrant liabilities was measured using Black-Scholes model. Significant inputs into the model at the inception and reporting period measurement dates are as follows (exercise and stock price in US$):

	As of February 28, 2022			As of February 28, 2021
Exercise price (1)		11.50			11.50
Stock price (2)		1.64			7.13
Expected life (years)		3.69			4.70
Volatility (3)		38.11	%		42.03	%
Risk-free interest rate (4)		1.64	%		0.68	%
Dividend yield		0.0	%		0.0	%

⁽¹⁾ Based on the terms provided in the warrant agreement dated July 30, 2019.

⁽²⁾ Based on the trading value of common stock of Triterras, Inc. as of each presented period ending date.

⁽³⁾ Based on Peer Volatility Analysis over each respective remaining contractual term.

⁽⁴⁾ Based on published US Treasury spot rates as of each presented period ending date and correspond with the remaining contractual term.

Summary of Changes in Fair Value of Warrant Liabilities

The following table presents the changes in fair value of warrant liabilities:

	Public			Private placement			Warrant liabilities
	US$			US$			US$
Initial measurements as of November 10, 2021		66,792,000			3,131,483			69,923,483
Change in valuation inputs		(24,035,000	)		(2,076,685	)		(26,111,685	)
Fair value as of February 28, 2021		42,757,000			1,054,798			43,811,798
Change in valuation inputs		(39,721,000	)		(1,051,657	)		(40,772,657	)
Fair value as of February 28, 2022		3,036,000			3,141			3,039,141

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Revenue (Tables)

12 Months Ended

Feb. 28, 2022

Revenue [Abstract]

Schedule of Revenue Arising from Contracts

This represents revenue arising from the Group contracts with.

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Platform fees
-Trade transaction modules		37,859,710		55,442,807		16,889,720
-License fees		29,124		30,918		8,458
-Financing fees		198,094		—		—
Trade marketplace		18,592,825		—		—
Total revenue		56,679,753		55,473,725		16,898,178

Summary of Information About Receivables and Contract Liabilities from Contracts with Customers

The following table provides information about receivables and contract liabilities from contracts with customers.

			As of February 28, 2022			As of February 28, 2021
	Note		US$			US$
Trade receivables, net		9		43,850,652			22,853,115
Contract liabilities				(60,000	)		(49,124	)

Summary of Significant Changes in Contract Liabilities Balances

Significant changes in the contract liabilities balances during the year are as follows:

	Year ended February 28, 2022			Year ended February 28, 2021
	US$			US$
Revenue recognised that was included in contract liabilities    balance at the beginning of the year		49,124			97,542
Increases due to advances and license fees collected		60,000			36,750
Amounts recognised as revenue during the year		(29,124	)		(30,918	)
Advances utilised during the year		(20,000	)		(54,250	)
		60,000			49,124

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Cost of Revenue (Tables)

12 Months Ended

Feb. 28, 2022

Costs Of Revenue [Abstract]

Disclosure of detailed information about cost of revenue explanatory

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Platform fees
- Operation of IT platform		2,667,163		4,086,029		112,803
- Cloud management services		233,032		270,967		—
		2,900,195		4,356,996		112,803
Trade marketplace		18,272,140		—		—
		21,172,335		8,713,992		225,606

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Marketing and Sales (Tables)

12 Months Ended

Feb. 28, 2022

Marketing And Sales [Abstract]

Disclosure of detailed information about marketing and sales explanatory

	Note		Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
			US$		US$		US$
Marketing and promotional expenditures				424,727		141,490		21,241
Consultancy services relating to business    development				152,740		3,047,270		—
Amortisation of contract costs		7		1,277,110		1,153,831		—
				1,854,577		4,342,591		21,241

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General and Administrative (Tables)

12 Months Ended

Feb. 28, 2022

Selling General And Administrative Expense [Abstract]

Summary of General and Administrative Expense

The following items have been included in arriving at general and administrative:

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Management fees		—		1,721,830		915,000
Legal fees		9,920,230		5,263,332		36,032
Professional fees		761,240		1,015,413		86,693
Consultancy fees		2,843,442		771,314		68,500
Staff cost		10,631,740		5,185,095		325,598
Directors and committee fees		1,549,429
Insurance		3,883,411
Travelling expenses		324,614		70,237		4,567
IT expenses		155,711
Depreciation of property, plant and equipments		605,424		147,295		—

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Net Finance Costs (Tables)

12 Months Ended

Feb. 28, 2022

Finance Income And Finance Costs [Abstract]

Summary of Net Finance Costs

	Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
	US$			US$			US$
Interest income		11,609			48,011			209
Exchange gain, net		—			—			1,133
Finance income		11,609			48,011			1,342
Bank charges		(54,627	)		(14,894	)		(2,763	)
Interest expense		(418,033	)		(75,560	)		(54	)
Exchange loss, net		(164,019	)		(40,036	)		—
Finance cost		(636,679	)		(130,490	)		(2,817	)
Net finance cost		(625,070	)		(82,479	)		(1,475	)

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Income Tax Expense (Tables)

12 Months Ended

Feb. 28, 2022

Major Components Of Tax Expense Income [Abstract]

Schedule of Income Tax Expense

	Year ended February 28, 2022			Year ended February 28, 2021			Year ended February 29, 2020
	US$			US$			US$
Tax recognised in profit or loss
Current tax expense
Current year		—			4,090,059			1,592,549
Under provision in prior year		88,588			543,457			—
		88,588			4,633,516			1,592,549
Deferred tax expense
Origination of temporary differences		1,049,973			1,714,928			—
		1,049,973			1,714,928			—
Income tax expense		1,138,561			6,348,444			1,592,549
Reconciliation of effective tax rate
Profit before income tax		34,562,090			51,601,156			15,173,340
Income tax using Singapore rate of 17% (2020: 17%)		5,875,555			8,772,196			2,579,468
Effect of tax rates in foreign jurisdiction		(20,802	)		918,306			—
Non-deductible expenses		2,232,578			579,122			31,066
Tax exempt income		(6,978,875	)		(4,451,909	)		—
Tax incentives		(58,483	)		(12,728	)		(26,524	)
Utilisation of tax losses carried forward		—			—			(372,852	)
Utilisation of group tax relief		—			—			(569,143	)
Under provision in prior year		88,588			543,457			—
Others		—			—			(49,466	)
		1,138,561			6,348,444			1,592,549

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Business Combinations (Tables)

12 Months Ended

Feb. 28, 2022

Disclosure Of Business Combinations [Abstract]

Summary of the Acquisition Date Fair Value of the Purchase Consideration Transferred

The following table summarizes the acquisition date fair value of the purchase consideration transferred:

	US$
Cash		4,000,000
Contingent consideration (discounted)		3,189,972
Total purchase consideration		7,189,972

Summary of Contingent Consideration Made up of the Components Recorded in other Payables in the Statement of Financial Position

Contingent consideration made up of the components below, is recorded in other payables in the statement of financial position:

Payable on first anniversary upon achievement of cumulative revenue milestones	1,000,000
Payable on second anniversary upon achievement of cumulative revenue milestones	1,000,000
Earn-out (as described below)	2,000,000

Summary of Estimated Earn-out

The revised criteria for the earn-out as defined in the addendum and the estimates of the amount of contingent consideration that will be earned have been set out as follows

	Estimated Earn-out
	US$
Achieve earn-out revenue of minimum US$2,000,000 from acquisition date to June 30, 2022		500,000
Onboard 300 new customers on the IT platform commencing March 1, 2022		225,000
Submit US$1 billion in trade value of qualified deals as defined in the addendum on or after March 1, 2022		375,000
Establish partnerships with at least 3 new financial institutions as defined in the addendum on or after March 1, 2022		375,000
Achieve an annual recurring revenue of US$10 million as defined in the addendum		525,000
Total estimated earn-out		2,000,000

Summary of the Estimated Fair Values of Assets Acquired and Liabilities Assumed as of the Acquisition Date

The following table summarizes the estimated fair values of Invoice Bazaar assets acquired and liabilities assumed as of the acquisition date:

	US$
Intangible assets		2,594,968
Loan receivables		159,456
Cash and cash equivalents		172,623
Other current assets		31,667
Non-controlling interests		(31,979	)
Other payables		(399,612	)
Total identifiable net assets acquired		2,527,123

Summary of the Goodwill Arising from the Acquisition has been Recognized

Goodwill arising from the acquisition has been recognized as follows:

	US$
Purchase consideration		7,189,972
Non-controlling interest, based on their proportionate interest in the    recognised amounts of the assets and liabilities of IB		(31,979	)
Fair value of identifiable net assets		(2,527,123	)
Goodwill		4,630,870

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Significant Related Party Transactions (Tables)

12 Months Ended

Feb. 28, 2022

Related Party Transactions [Abstract]

Summary of Significant Related Party Transactions Undertaken on Terms as Agreed Between Parties in Normal Course of Business

During the financial year, in addition to disclosures made elsewhere in the financial statements, there were the following significant related party transactions undertaken on terms as agreed between the parties in the normal course of business:

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Sale of services
- Related parties		—		5,164,280		4,504,413
Transfer of fixed assets
- Related party		—		156,402		—
Management fees
- Immediate holding company		—		—		1,100,000
- Related party		—		1,721,830		—

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Financial Risk Management (Tables)

12 Months Ended

Feb. 28, 2022

Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Abstract]

Schedule of Credit Risk for Trade Receivables

At the reporting date, the exposure to credit risk for trade receivables at the reporting date by type of counterparty was as follows:

	Year ended February 28, 2022		Year ended February 28, 2021
	US$		US$
Trade receivables, net		43,850,652		22,853,115
Loan receivables, net		4,655,371		—
		48,506,023		22,853,115

Schedule of Ageing of Trade and Loan Receivables

The ageing of trade and loan receivables at the reporting date was:

	Non- credit impaired			Credit impaired
	US$			US$
2022
Current		25,938,750			432,971
Past due 1 – 60 days		6,413,032			1,040,009
Past due over 60 days		19,145,401			4,900,874
Total gross carrying amount		51,497,183			6,373,854
Loss allowance		(2,991,160	)		(6,373,854	)
		48,506,023			—
2021
Current		12,121,046			1,607,907
Past due 1 – 60 days		10,226,905			278,278
Past due over 60 days		867,264			1,860,282
Total gross carrying amount		23,215,215			3,746,467
Loss allowance		(362,100	)		(3,746,467	)
		22,853,115			—

Schedule of Contractual Undiscounted Cash Outflows of Non-Derivative Financial Liabilities

The following are the contractual undiscounted cash outflows of non-derivative financial liabilities:

	Carrying amount		Contractual cash flows		Within 1 year		Within 1 to 5 years		More than 5 years
	US$		US$		US$		US$		US$
2022
Non-derivative financial liabilities
Other payables*		15,397,623		19,270,448		17,770,448		1,500,000		—
Lease liability		1,538,808		1,667,720		481,793		1,185,927		—
		16,936,431		20,938,168		18,252,241		2,685,927		—
2021
Non-derivative financial liabilities
Other payables*		6,918,641		6,918,641		6,918,641		—		—
Lease liability		1,128,965		1,196,487		312,127		884,360		—
		8,047,606		8,115,128		7,230,768		884,360		—

* excludes provisions

Schedule of Foreign Currency Risk

The Group’s exposure to foreign currency risk was as follows based on notional amounts:

	Year ended February 28, 2022			Year ended February 28, 2021
	US$			US$
Singapore dollars
Cash and cash equivalents		139,097			185,667
Other payables		—			(78,621	)
Lease liabilities		(1,059,681	)		(1,128,965	)
		(920,584	)		(1,021,919	)

Summary of Increase in Profit or Loss by 5% Strengthening of United States Dollars

A 5% strengthening of United States dollars against the following currency at the reporting date would have increased profit or loss by the amounts shown below.  This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period.  The analysis assumes that all other variables, in particular interest rates, remain constant.

	Profit/(Loss)
	Year ended February 28, 2022		Year ended February 28, 2021
	US$		US$
Singapore dollars		46,029		51,096

Summary of Accounting Classification and Carrying Amounts of Financial Instruments not Recognised at Fair Value

The following table sets out the accounting classification and carrying amounts of the Group’s financial instruments not recognised at fair value.

	Fair value through profit and loss		Amortised cost		Total carrying amount
	US$		US$		US$
2022
Financial assets
Trade receivables		—		43,850,652		43,850,652
Loan receivables		—		4,655,371		4,655,371
Other assets#		—		523,116		523,116
Cash and cash equivalents		—		68,809,057		68,809,057
Other investments		25,142,783		—		25,142,783
		25,142,783		117,838,196		142,980,979
Financial liabilities
Other payables*		1,067,321		14,330,302		15,397,623
Warrants liabilities		3,039,141		—		3,039,141
Lease liabilities		—		1,538,808		1,538,808
		4,106,462		15,869,110		19,975,572
2021
Financial assets
Trade receivables		—		22,853,115		22,853,115
Other assets#		—		490,631		490,631
Cash and cash equivalents		—		134,025,561		134,025,561
Restricted cash		—		35,686,643		35,686,643
		—		193,055,950		193,055,950
Financial liabilities
Other payables*		—		6,918,641		6,918,641
Warrants liabilities		43,811,798		—		43,811,798
Lease liabilities		—		1,128,965		1,128,965
		43,811,798		8,047,606		51,859,404

#exclude prepayments

*exclude provisions

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Operating Segment (Tables)

12 Months Ended

Feb. 28, 2022

Disclosure Of Operating Segments [Abstract]

Summary of Geographical Information

Geographical information

Revenue

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
United Arab Emirates		53,625,000		26,769,533		1,634,115
Singapore		2,900,987		14,517,264		9,496,854
Hong Kong		147,537		7,488,714		3,378,300
Malaysia		1,562		4,584,790		1,887,039
Other countries		4,667		2,113,424		501,870
		56,679,753		55,473,725		16,898,178

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Earnings Per Share (Tables)

12 Months Ended

Feb. 28, 2022

Earnings Per Share [Abstract]

Summary of Earnings Per Share

	Year ended February 28, 2022		Year ended February 28, 2021		Year ended February 29, 2020
	US$		US$		US$
Profit for the year attributable to equity    holders of the Group		33,427,019		45,252,712		13,580,791
	No. of shares		No. of shares		No. of shares
Weighted average number of ordinary shares in    issue during the year		76,769,691		60,956,752		3,333,433
	US$		US$		US$
Basic and diluted earnings per share		0.44		0.74		4.07

XML

Reverse Merger (Tables)

12 Months Ended

Feb. 28, 2022

Reverse Merger [Abstract]

Summary of Net Assets Acquired from Reverse Merger

The net assets acquired from the reverse merger were as follows:

	US$
Cash and cash equivalents		170,616,649
Other receivables		60,068,819
Other payables		(1,587,820	)
Warrant liabilities		(69,923,483	)
Less:
Cash consideration paid (as above)		(60,000,000	)
Others		(17,514	)
As per consolidated statement of cash flows		99,156,651

XML

Basis of Preparation - Additional Information (Details)	12 Months Ended
	Feb. 28, 2022 USD ($)
Netfin
Disclosure Of Basis Of Preparation [Line Items]
Percentage of ownership voting interest	100.00%
TFPL
Disclosure Of Basis Of Preparation [Line Items]
Percentage of ownership voting interest	62.00%
Description of how acquirer obtained control of acquiree	TFPL has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:   • The Sellers, who comprise all of TFPL’s shareholders, will have the largest ownership interest and voting interest in Holdco after the closing date with approximately 62% ownership voting interest;   • Holdco’s board of directors after the business combination will initially consist of seven directors; five of whom will initially be appointed by the Sellers and two of whom will initially be appointed by Netfin; and   • TFPL represents the larger entity, in terms of both revenue and total assets.
Goodwill in connection with acquisition	$ 0
Intangible assets in connection with acquisition	$ 0

XML

Significant Accounting Policies - Additional Information (Detail)	12 Months Ended
	Feb. 28, 2022 USD ($) Segment
Disclosure Of Financial Instruments [Line Items]
Impairment loss | $	$ 0
Number of operating segment | Segment	1
Number of reportable segment | Segment	1
Right-of-use asset | $	$ 0
Contract period	3 years
IT Platform
Disclosure Of Financial Instruments [Line Items]
Estimated useful lives	10 years
Software
Disclosure Of Financial Instruments [Line Items]
Estimated useful lives	5 years
License
Disclosure Of Financial Instruments [Line Items]
Estimated useful lives	5 years
Business Relationships
Disclosure Of Financial Instruments [Line Items]
Estimated useful lives	10 years
Brand Name
Disclosure Of Financial Instruments [Line Items]
Estimated useful lives	10 years
Office Equipment
Disclosure Of Financial Instruments [Line Items]
Estimated useful lives	3 years
Fixtures and Fittings
Disclosure Of Financial Instruments [Line Items]
Estimated useful lives	3 years
Motor Vehicles
Disclosure Of Financial Instruments [Line Items]
Estimated useful lives	10 years
Right-of-use Assets
Disclosure Of Financial Instruments [Line Items]
Estimated useful lives	Over the lease term

XML

Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	$ 1,527,260
Property, plant and equipment, ending balance	1,929,664	$ 1,527,260
Depreciation for the year	605,424	147,295
Cost
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	1,676,910	3,854
Additions	1,016,653	1,673,056
Disposals	(15,208)
Property, plant and equipment, ending balance	2,678,355	1,676,910
Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	149,650	2,355
Disposals	(6,383)
Property, plant and equipment, ending balance	748,691	149,650
Depreciation for the year	605,424	147,295
Carrying Amounts
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	1,527,260
Property, plant and equipment, ending balance	1,929,664	1,527,260
Right-of-use Assets
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	1,113,445
Property, plant and equipment, ending balance	1,466,395	1,113,445
Right-of-use Assets | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	1,229,376
Additions	759,629	1,229,376
Property, plant and equipment, ending balance	1,989,005	1,229,376
Right-of-use Assets | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	115,931
Property, plant and equipment, ending balance	522,610	115,931
Depreciation for the year	406,679	115,931
Right-of-use Assets | Carrying Amounts
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	1,113,445
Property, plant and equipment, ending balance	1,466,395	1,113,445
Office Equipment | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	32,772	3,854
Additions	76,054	28,918
Disposals	(15,208)
Property, plant and equipment, ending balance	93,618	32,772
Office Equipment | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	6,670	2,355
Disposals	(6,383)
Property, plant and equipment, ending balance	29,337	6,670
Depreciation for the year	29,050	4,315
Office Equipment | Carrying Amounts
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	26,102
Property, plant and equipment, ending balance	64,281	26,102
Fixtures and Fittings | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	258,360
Additions	180,970	258,360
Property, plant and equipment, ending balance	439,330	258,360
Fixtures and Fittings | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	3,589
Property, plant and equipment, ending balance	126,363	3,589
Depreciation for the year	122,774	3,589
Fixtures and Fittings | Carrying Amounts
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	254,771
Property, plant and equipment, ending balance	312,967	254,771
Motor Vehicles | Cost
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	156,402
Additions		156,402
Property, plant and equipment, ending balance	156,402	156,402
Motor Vehicles | Accumulated Depreciation
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	23,460
Property, plant and equipment, ending balance	70,381	23,460
Depreciation for the year	46,921	23,460
Motor Vehicles | Carrying Amounts
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment, beginning balance	132,942
Property, plant and equipment, ending balance	$ 86,021	$ 132,942

XML

Property, Plant and Equipment - Additional Information (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment	$ 1,929,664	$ 1,527,260
Lease liability	1,538,808	1,128,965
Right-of-use Assets
Disclosure Of Property Plant And Equipment [Line Items]
Property, plant and equipment	$ 1,466,395	$ 1,113,445

XML

Intangible Assets - Summary of Intangible Assets (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Intangible Assets [Line Items]
Beginning balance	$ 7,903,840
Impairment loss		$ (1,907,503)
Ending balance	16,109,090	7,903,840
Carrying Amounts
Disclosure Of Intangible Assets [Line Items]
Beginning balance	9,962,159	300,149
Additions	7,273,566	9,662,010
Acquired through business combination	2,594,968
Ending balance	19,830,693	9,962,159
Accumulated Amortisation
Disclosure Of Intangible Assets [Line Items]
Beginning balance	150,816	9,172
Amortisation for the year	1,663,284	141,644
Ending balance	1,814,100	150,816
Accumulated impairment [member]
Disclosure Of Intangible Assets [Line Items]
Beginning balance	1,907,503
Impairment loss		1,907,503
Ending balance	1,907,503	1,907,503
IT Platform
Disclosure Of Intangible Assets [Line Items]
Beginning balance	7,885,709
Ending balance	6,542,332	7,885,709
IT Platform | Carrying Amounts
Disclosure Of Intangible Assets [Line Items]
Beginning balance	9,944,028	300,149
Additions		9,457,562
Reclassification to IT platform		186,317
Ending balance	9,944,028	9,944,028
IT Platform | Accumulated Amortisation
Disclosure Of Intangible Assets [Line Items]
Beginning balance	150,816	9,172
Amortisation for the year	1,343,377	141,644
Ending balance	1,494,193	150,816
IT Platform | Accumulated impairment [member]
Disclosure Of Intangible Assets [Line Items]
Beginning balance	1,907,503
Impairment loss		1,907,503
Ending balance	1,907,503	1,907,503
Software
Disclosure Of Intangible Assets [Line Items]
Ending balance	4,014,934
Software | Carrying Amounts
Disclosure Of Intangible Assets [Line Items]
Additions	3,200,000
Acquired through business combination	977,921
Ending balance	4,177,921
Software | Accumulated Amortisation
Disclosure Of Intangible Assets [Line Items]
Amortisation for the year	162,987
Ending balance	162,987
License
Disclosure Of Intangible Assets [Line Items]
Ending balance	221,660
License | Carrying Amounts
Disclosure Of Intangible Assets [Line Items]
Acquired through business combination	265,992
Ending balance	265,992
License | Accumulated Amortisation
Disclosure Of Intangible Assets [Line Items]
Amortisation for the year	44,332
Ending balance	44,332
Development Costs
Disclosure Of Intangible Assets [Line Items]
Beginning balance	18,131
Ending balance	4,091,697	18,131
Development Costs | Carrying Amounts
Disclosure Of Intangible Assets [Line Items]
Beginning balance	18,131
Additions	4,073,566	204,448
Reclassification to IT platform		(186,317)
Ending balance	4,091,697	$ 18,131
Business Relationships
Disclosure Of Intangible Assets [Line Items]
Ending balance	259,515
Business Relationships | Carrying Amounts
Disclosure Of Intangible Assets [Line Items]
Acquired through business combination	283,107
Ending balance	283,107
Business Relationships | Accumulated Amortisation
Disclosure Of Intangible Assets [Line Items]
Amortisation for the year	23,592
Ending balance	23,592
Brand Name
Disclosure Of Intangible Assets [Line Items]
Ending balance	978,952
Brand Name | Carrying Amounts
Disclosure Of Intangible Assets [Line Items]
Acquired through business combination	1,067,948
Ending balance	1,067,948
Brand Name | Accumulated Amortisation
Disclosure Of Intangible Assets [Line Items]
Amortisation for the year	88,996
Ending balance	$ 88,996

XML

Intangible Assets - Additional Information (Details)	12 Months Ended
	Feb. 28, 2022 USD ($)	Feb. 28, 2021 USD ($)	Mar. 04, 2022
Weighted Average Cost of Capital
Disclosure Of Intangible Assets [Line Items]
Discount rate		19.6	15.7
Carrying Amounts | Kratos Platform
Disclosure Of Intangible Assets [Line Items]
Development expenditure	$ 4,073,566	$ 204,448

XML

Goodwill - Additional Information (Details)	12 Months Ended
	Feb. 28, 2022 USD ($)
Disclosure Of Reconciliation Of Changes In Goodwill [Line Items]
Goodwill impairment loss	$ 0
Goodwill
Disclosure Of Reconciliation Of Changes In Goodwill [Line Items]
Goodwill impairment loss	$ 0

XML

Contract costs - Summary of Capitalised Contract Costs (Net) (Details)	Feb. 28, 2021 USD ($)
Disclosure Of Assets Recognised From Costs To Obtain Or Fulfil Contracts With Customers [Abstract]
Capitalised contract costs (net)	$ 2,773,611

XML

Contract Costs - Summary of Movement in Capitalised Contract Costs (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Assets Recognised From Costs To Obtain Or Fulfil Contracts With Customers [Abstract]
Balance as of beginning of financial year	$ 2,773,611
Contract costs incurred		$ 5,350,000
Amortisation to marketing and sales expenses (Note 22)	(1,277,110)	(1,153,831)
Contract costs refunded		(322,558)
Impairment loss	$ (1,496,501)	(1,100,000)
Balance as of end of financial year		$ 2,773,611

XML

Contract Costs - Summary of Movement in Impairment of Contract Costs (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Assets Recognised From Costs To Obtain Or Fulfil Contracts With Customers [Abstract]
Balance as of beginning of financial year	$ 1,100,000
Charge to profit or loss	1,496,501	$ 1,100,000
Balance as of end of financial year	$ 2,596,501	$ 1,100,000

XML

Contract Costs - Additional Information (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Assets Recognised From Costs To Obtain Or Fulfil Contracts With Customers [Line Items]
Subscription agreement period	3 years
Amortization of subscription period	3 years
Impairment loss	$ 1,496,501	$ 1,100,000

XML

Other Investments - Additional Information (Details) $ in Millions	Feb. 28, 2022 USD ($)
Trade Credit Partners Ltd. | Disposal of Subsidiary
Disclosure Of Other Investments [Line Items]
Investment in equity	$ 25

XML

Trade Receivables - Summary of Net Trade Receivables (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Trade Receivables Line Item
Net trade receivables	$ 43,850,652	$ 22,853,115
External Customers
Trade Receivables Line Item
Gross trade receivables	53,204,934	26,961,682
Less: Impairment loss allowance of trade receivables	(9,354,282)	(4,108,567)
Net trade receivables	$ 43,850,652	$ 22,853,115

XML

Trade Receivables - Additional Information (Details) - External Customers	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Trade Receivables External Customers [Line Items]
Credit terms		90 days
Bottom of range [member]
Trade Receivables External Customers [Line Items]
Credit terms	60 days
Top of range [member]
Trade Receivables External Customers [Line Items]
Credit terms	120 days

XML

Trade Receivables - Summary of Movement in the Impairment Loss Allowance of Trade Receivables (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Impairment Loss And Reversal Of Impairment Loss [Line Items]
Impairment loss recognised	$ 191
Ending balance	10,732
External Customers
Disclosure Of Impairment Loss And Reversal Of Impairment Loss [Line Items]
Beginning balance	4,108,567	$ 138,956
Impairment loss recognised	6,789,129	3,969,611
Write-off	(1,543,414)
Ending balance	9,354,282	4,108,567
Non-credit Impaired | External Customers
Disclosure Of Impairment Loss And Reversal Of Impairment Loss [Line Items]
Beginning balance	362,100	138,956
Impairment loss recognised	2,618,328	223,144
Ending balance	2,980,428	362,100
Credit Impaired | External Customers
Disclosure Of Impairment Loss And Reversal Of Impairment Loss [Line Items]
Beginning balance	3,746,467
Impairment loss recognised	4,170,801	3,746,467
Write-off	(1,543,414)
Ending balance	$ 6,373,854	$ 3,746,467

XML

Loan Receivables - Summary of Loan Receivables (Details)	Feb. 28, 2022 USD ($)
Loan Receivables [Abstract]
Gross loan receivables	$ 4,666,103
Less: Impairment loss on allowance of loan receivables	(10,732)
Net loan receivables	$ 4,655,371

XML

Loan Receivables - Additional Information (Details)	12 Months Ended
	Feb. 28, 2022
Loan Receivables Line Item
Loan receivables per annum interest rate	11.00%
Top of range [member]
Loan Receivables Line Item
Tenure of loan receivables	120 days
Bottom of range [member]
Loan Receivables Line Item
Tenure of loan receivables	14 days

XML

Loan Receivables - Summary of Movement in Impairment Loss Allowance of Loan Receivables (Details)	12 Months Ended
	Feb. 28, 2022 USD ($)
Trade Receivables Line Item
Assumed from business combination	$ 13,986
Impairment loss recognised	191
Written off	(3,445)
Ending balance	10,732
Non-credit Impaired
Trade Receivables Line Item
Assumed from business combination	13,986
Impairment loss recognised	191
Written off	(3,445)
Ending balance	$ 10,732

XML

Other Current Assets - Summary of Other Current Assets (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Other Current Assets [Abstract]
Other receivables	$ 523,116	$ 490,631
Prepaid insurance	3,144,230	2,358,583
Prepayments	1,714,200	561,312
Other current assets	$ 5,381,546	$ 3,410,526

XML

Cash, Cash Equivalents and Restricted Cash - Summary of Cash and Cash Equivalents (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Cash And Cash Equivalents [Abstract]
Bank balances	$ 68,809,057	$ 134,025,561

XML

Cash, Cash Equivalents and Restricted Cash - Additional Information (Details) - USD ($)		12 Months Ended
	Jan. 18, 2021	Feb. 28, 2021
Cash Cash Equivalents And Restricted Cash [Line Items]
Amount of share repurchase program authorized	$ 50,000,000
Top of range [member]
Cash Cash Equivalents And Restricted Cash [Line Items]
Amount of share repurchase program authorized		$ 50,000,000

XML

Share Capital - Additional Information (Details) - USD ($)					12 Months Ended
	Aug. 02, 2021	Apr. 20, 2021	Jan. 18, 2021	Nov. 11, 2020	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Disclosure Of Classes Of Share Capital [Line Items]
Ordinary shares issued						81,364,337	5,000,000
Consideration from issuance of shares						$ 3,158	$ 5,000,000
Par value				$ 0.0001			$ 0
Ordinary shares outstanding				83,195,869		81,364,337
Warrants outstanding				25,981,000
Amount of share repurchase program authorized			$ 50,000,000
Amount of repurchasing of ordinary shares		$ 49,900,000
Number of repurchasing of ordinary shares		6,671,788
Commission costs for share repurchase program		$ 133,000
Number of repurchasing of treasury shares						1,831,532
Average weighted number of treasury shares					6,426,178	33,895
Preference Shares
Disclosure Of Classes Of Share Capital [Line Items]
Ordinary shares issued					0
Par value					$ 0.0001
Ordinary shares available for issuance					30,999,999
Ordinary shares outstanding					0
Subsequent Events [Member]
Disclosure Of Classes Of Share Capital [Line Items]
Amount of repurchasing of ordinary shares		$ 49,900,000
Number of repurchasing of ordinary shares		6,671,788
Commission costs for share repurchase program		$ 133,000
Number of repurchasing of treasury shares	6,671,788
Treasury Shares
Disclosure Of Classes Of Share Capital [Line Items]
Shares repurchased and recognised as treasury shares						1,831,532
Business Combination Agreement
Disclosure Of Classes Of Share Capital [Line Items]
Par value				$ 0.0001
Ordinary shares available for issuance				469,000,001

XML

Treasury Shares - Additional Information (Details) - USD ($)			12 Months Ended
	Apr. 20, 2021	Jan. 18, 2021	Feb. 28, 2022	Feb. 28, 2021
Treasury Shares [Abstract]
Amount of share repurchase program authorized		$ 50,000,000
Share repurchase program commenced date		Feb. 12, 2021
Amount of repurchasing of ordinary shares	$ 49,900,000
Number of repurchasing of ordinary shares	6,671,788
Commission costs for share repurchase program	$ 133,000
Average weighted number of treasury shares			6,426,178	33,895

XML

Lease Liabilities - Summary of Lease Liabilities (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Non-current liabilities
Lease liabilities	$ 1,194,027	$ 868,536
Current liabilities
Lease liabilities	$ 344,781	$ 260,429

XML

Lease Liabilities - Additional Information (Details)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Lease Liabilities [Abstract]
Right-of-use asset interest rate percentage	5.66%	5.25%

XML

Lease Liabilities - Summary of Amounts Recognized in Profit or Loss (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Lease Liabilities [Abstract]
Depreciation on rights-of-use assets	$ 406,679	$ 115,931
Interest on lease liabilities	$ 69,424	$ 24,756

XML

Deferred Tax Liabilities - Summary of Deferred Tax Liabilities Recognised (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Deferred Tax Liabilities [Line Items]
Deferred tax liabilities	$ 2,764,901	$ 1,714,928
Intangible Assets
Disclosure Of Deferred Tax Liabilities [Line Items]
Deferred tax liabilities	2,742,197	1,667,928
Plant and Equipment
Disclosure Of Deferred Tax Liabilities [Line Items]
Deferred tax liabilities	$ 22,704	$ 47,000

XML

Deferred Tax Liabilities - Summary of Movement in Deferred Tax Liabilities (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Deferred Tax Liabilities [Line Items]
Deferred tax liabilities, beginning balance	$ 1,714,928
Deferred tax liabilities recognised in profit or loss	1,049,973	$ 1,714,928
Deferred tax liabilities, ending balance	2,764,901	1,714,928
Intangible Assets
Disclosure Of Deferred Tax Liabilities [Line Items]
Deferred tax liabilities, beginning balance	1,667,928
Deferred tax liabilities recognised in profit or loss	1,074,269
Deferred tax liabilities, ending balance	2,742,197	1,667,928
Plant and Equipment
Disclosure Of Deferred Tax Liabilities [Line Items]
Deferred tax liabilities, beginning balance	47,000
Deferred tax liabilities recognised in profit or loss	(24,296)
Deferred tax liabilities, ending balance	$ 22,704	$ 47,000

XML

Other Payables - Summary of Other Payables (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Non-current
Contingent consideration	$ 1,067,321
Current
Accruals	6,888,765	$ 6,726,147
Provisions	3,440,146	1,750,000
Contingent consideration	2,500,000
Other payables	4,941,537	192,494
Other payables, current	$ 17,770,448	$ 8,668,641

XML

Deferred Income - Summary of Deferred Income (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Deferred Income [Abstract]
Government grants	$ 180,838	$ 75,848

XML

Deferred Income - Additional Information (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Disclosure of Deferred Income [Line Items]
Grant received	$ 180,838	$ 75,848
Monetary Authority of Singapore and Enterprise Singapore
Disclosure of Deferred Income [Line Items]
Grant received	$ 121,516	$ 78,463

XML

Warrant Liabilities - Additional Information (Details) - $ / shares	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Detailed Information About Warrant Liabilities [Line Items]
Public warrants outstanding	25,300,000
Private warrants outstanding	681,000
Level 1
Disclosure Of Detailed Information About Warrant Liabilities [Line Items]
Quoted price of public warrant	$ 1.64	$ 1.69
Level 3 | Private Placement Warrants
Disclosure Of Detailed Information About Warrant Liabilities [Line Items]
Number of warrants exercised	0
Netfin
Disclosure Of Detailed Information About Warrant Liabilities [Line Items]
Warrants description	The warrants entitle the holder to purchase one ordinary share of the Company at an exercise price of US$11.50 per share at any time on or after 30 days after the Business Combination and on or prior to 5 years after the date on which the Company completes the Business Combination
Warrants exercise price per share	$ 11.50

XML

Warrant Liabilities - Summary of Fair Value of Warrant Liabilities Measured Using Black-Scholes Model (Details)		12 Months Ended
	Feb. 28, 2021 yr $ / shares	Feb. 28, 2022 yr $ / shares
Warrant Liabilities [Abstract]
Exercise price	$ 11.50	$ 11.50
Stock price	$ 7.13	$ 1.64
Expected life (years) | yr	4.70	3.69
Volatility	42.03%	38.11%
Risk-free interest rate	0.68%	1.64%
Dividend yield	0.00%	0.00%

XML

Warrant Liabilities - Summary of Changes in Fair Value of Warrant Liabilities (Details) - USD ($)	4 Months Ended	12 Months Ended
	Feb. 28, 2021	Feb. 28, 2022
Disclosure Of Detailed Information About Warrant Liabilities [Line Items]
Initial measurements as of November 10, 2021	$ 69,923,483	$ 43,811,798
Change in valuation inputs	(26,111,685)	(40,772,657)
Fair value, Balance	43,811,798	3,039,141
Public
Disclosure Of Detailed Information About Warrant Liabilities [Line Items]
Initial measurements as of November 10, 2021	66,792,000	42,757,000
Change in valuation inputs	(24,035,000)	(39,721,000)
Fair value, Balance	42,757,000	3,036,000
Private Placement
Disclosure Of Detailed Information About Warrant Liabilities [Line Items]
Initial measurements as of November 10, 2021	3,131,483	1,054,798
Change in valuation inputs	(2,076,685)	(1,051,657)
Fair value, Balance	$ 1,054,798	$ 3,141

XML

Revenue - Schedule of Revenue Arising from Contracts (Detail) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items]
Revenue	$ 56,679,753	$ 55,473,725	$ 16,898,178
Platform Fees
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items]
Revenue	38,086,928	55,473,725	16,898,178
Platform Fees | Trade Transaction Modules
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items]
Revenue	37,859,710	55,442,807	16,889,720
Platform Fees | License Fees
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items]
Revenue	29,124	$ 30,918	$ 8,458
Platform Fees | Financing Fees
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items]
Revenue	198,094
Trade Marketplace
Disclosure Of Disaggregation Of Revenue From Contracts With Customers [Line Items]
Revenue	$ 18,592,825

XML

Revenue - Additional Information (Details)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Revenue [Line Items]
Credit terms for platform service fees	120 days	90 days
License fees period	12 months
Credit terms for license fees	120 days	90 days
Bottom of range [member]
Disclosure Of Revenue [Line Items]
Credit terms for platform service fees	10 days
Contract liabilities term	12 months
Top of range [member]
Disclosure Of Revenue [Line Items]
Credit terms for platform service fees	120 days
Credit terms for license fees	5 months
Contract liabilities term	36 months

XML

Revenue - Summary of Information About Receivables and Contract Liabilities from Contracts with Customers (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Revenue [Abstract]
Trade receivables, net	$ 43,850,652	$ 22,853,115
Contract liabilities	$ (60,000)	$ (49,124)	$ (97,542)

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Revenue - Summary of Significant Changes in Contract Liabilities Balances (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Revenue [Abstract]
Revenue recognised that was included in contract liabilities balance at the beginning of the year	$ 49,124	$ 97,542
Increases due to advances and license fees collected	60,000	36,750
Amounts recognised as revenue during the year	(29,124)	(30,918)
Advances utilised during the year	(20,000)	(54,250)
Revenue recognised that was included in contract liabilities balance at the end of the year	$ 60,000	$ 49,124

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Cost of Revenue - Summary of Cost of Revenue (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Costs Of Revenue [Abstract]
- Operation of IT platform	$ 2,667,163	$ 4,086,029	$ 112,803
- Cloud management services	233,032	270,967
Platform fees	2,900,195	4,356,996	112,803
Trade marketplace	18,272,140
Cost of revenue	$ 21,172,335	$ 8,713,992	$ 225,606

XML

Marketing and Sales - Summary of Marketing and Sales (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Marketing And Sales [Line Items]
Marketing and sales	$ 1,854,577	$ 4,342,591	$ 21,241
Marketing and Promotional Expenditures
Marketing And Sales [Line Items]
Marketing and sales	424,727	141,490	$ 21,241
Consultancy Services Relating to Business Development
Marketing And Sales [Line Items]
Marketing and sales	152,740	3,047,270
Amortisation of Contract Costs
Marketing And Sales [Line Items]
Marketing and sales	$ 1,277,110	$ 1,153,831

XML

General and Administrative - Summary of General and Administrative Expense (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Selling General And Administrative Expense [Abstract]
Management fees		$ 1,721,830	$ 915,000
Legal fees	$ 9,920,230	5,263,332	36,032
Professional fees	761,240	1,015,413	86,693
Consultancy fees	2,843,442	771,314	68,500
Staff cost	10,631,740	5,185,095	325,598
Directors and committee fees	1,549,429
Insurance	3,883,411
Travelling expenses	324,614	70,237	$ 4,567
IT expenses	155,711
Depreciation for the year	$ 605,424	$ 147,295

XML

General and Administrative - Additional Information (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
General And Administrative Line Item
Government grants	$ 180,838	$ 75,848
Jobs Support Scheme
General And Administrative Line Item
Government grants	72,832
Wages Credit Scheme
General And Administrative Line Item
Government grants	$ 1,627

XML

Net Finance Costs - Summary of Net Finance Costs (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Finance Income And Finance Costs [Abstract]
Interest income	$ 11,609	$ 48,011	$ 209
Exchange gain, net			1,133
Finance income	11,609	48,011	1,342
Bank charges	(54,627)	(14,894)	(2,763)
Interest expense	(418,033)	(75,560)	(54)
Exchange loss, net	(164,019)	(40,036)
Finance cost	(636,679)	(130,490)	(2,817)
Net finance costs	$ (625,070)	$ (82,479)	$ (1,475)

XML

Income Tax Expense - Schedule of Income Tax Expense (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Current tax expense
Current year		$ 4,090,059	$ 1,592,549
Under provision in prior year	$ 88,588	543,457
Current tax expense	88,588	4,633,516	1,592,549
Deferred tax expense
Origination of temporary differences	1,049,973	1,714,928
Deferred tax expense	1,049,973	1,714,928
Income tax expense	1,138,561	6,348,444	1,592,549
Reconciliation of effective tax rate
Profit before income tax	34,562,090	51,601,156	15,173,340
Income tax using Singapore rate of 17% (2020: 17%)	5,875,555	8,772,196	2,579,468
Effect of tax rates in foreign jurisdiction	(20,802)	918,306
Non-deductible expenses	2,232,578	579,122	31,066
Tax exempt income	(6,978,875)	(4,451,909)
Tax incentives	(58,483)	(12,728)	(26,524)
Utilisation of tax losses carried forward			(372,852)
Utilisation of group tax relief			(569,143)
Under provision in prior year	88,588	543,457
Others			(49,466)
Income tax expense	$ 1,138,561	$ 6,348,444	$ 1,592,549

XML

Income Tax Expense - Schedule of Income Tax Expense (Parenthetical) (Details)	12 Months Ended
	Feb. 28, 2022	Feb. 29, 2020
Singapore
Disclosure Of Temporary Difference Unused Tax Losses And Unused Tax Credits [Line Items]
Income tax rate	17.00%	17.00%

XML

Business Combinations - Additional Information (Details)		12 Months Ended
	May 17, 2021 USD ($) Tranche	Feb. 28, 2022 USD ($)	Jun. 24, 2022 USD ($)
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones	$ 3,189,972
Risk adjusted discount rate		15.00%
Revised Terms of Earn-out
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones			$ 2,000,000
IB Holdings Limited
Disclosure Of Business Combinations [Line Items]
Proportion of ownership interest in subsidiary	99.00%
Invoice Bazaar Forfaiting Services LLC
Disclosure Of Business Combinations [Line Items]
Proportion of ownership interest in subsidiary	49.00%
Invoice Bazaar
Disclosure Of Business Combinations [Line Items]
Consideration transferred, acquisition-date fair value	$ 7,189,972
Initial cash payment	4,000,000
Deferred cash consideration	2,000,000.0
Earn-out consideration, subject to achievement of certain revenue milestones	$ 2,000,000
Number of tranches | Tranche	2
Description of changes in earn-out payable condition		The Purchase Agreement was amended in June 2022 to replace the revenue milestones established in clause (iii) of the preceding sentence, with new milestones relating to recurring revenue from assets deployed or fees collected, origination of new customers, origination of deals, and signing of distribution partnerships with financial institutions related to the remaining $2.0 million in earn-out amount payable by the Group to the sellers of Invoice Bazaar.
Description of basis for determining amount of payment for contingent consideration arrangements and indemnification assets		Group has agreed to pay the selling shareholders in 2 years’ time additional consideration of up to US$2,000,000 if the acquiree’s cumulative revenue over the next 2 years exceeds certain revenue milestones. S$1,000,000 will be paid on the completion of the first and second year when the acquiree achieved a cumulative revenue of US$800,000 for each respective year. The earn-out of US$2,000,000 will be paid when the acquiree achieved cumulative revenue of US$10,000,000 within the next 2 years.
Gross contractual amounts due	$ 159,456
Goodwill expected to be deductible for income tax purposes	0
Amortization expense related to intangible assets		$ 319,907
Acquisition related expenses recorded in general and administrative expenses		227,067
Revenue of acquiree since acquisition date		22,697,061
Profit (loss) of acquiree since acquisition date		$ 2,328,368
Invoice Bazaar | Top of range [member]
Disclosure Of Business Combinations [Line Items]
Consideration transferred, acquisition-date fair value	8,000,000.0
Earn-out consideration, subject to achievement of certain revenue milestones	2,000,000.0
Additional consideration agreed to pay the selling shareholders	2,000,000
Invoice Bazaar | Payable on First and Second Anniversary or the Achievement of Cumulative Revenue Milestones
Disclosure Of Business Combinations [Line Items]
Deferred cash consideration	1,000,000.0
Invoice Bazaar | Completion of First and Second Year
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones	1,000,000
Cumulative revenue	800,000
Invoice Bazaar | Within Next 2 Years
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones	2,000,000
Cumulative revenue	$ 10,000,000

XML

Business Combinations - Summary of the Acquisition Date Fair Value of the Purchase Consideration Transferred (Details)	May 17, 2021 USD ($)
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones	$ 3,189,972
Invoice Bazaar
Disclosure Of Business Combinations [Line Items]
Cash	4,000,000
Earn-out consideration, subject to achievement of certain revenue milestones	2,000,000
Total purchase consideration	$ 7,189,972

XML

Business Combinations - Summary of Contingent Consideration Made up of the Components Recorded in other Payables in the Statement of Financial Position (Details)	May 17, 2021 USD ($)
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones	$ 3,189,972
Invoice Bazaar
Disclosure Of Business Combinations [Line Items]
Deferred cash consideration	2,000,000.0
Earn-out consideration, subject to achievement of certain revenue milestones	2,000,000
Payable on First Anniversary Upon Achievement of Cumulative Revenue Milestones | Invoice Bazaar
Disclosure Of Business Combinations [Line Items]
Deferred cash consideration	1,000,000
Payable on Second Anniversary Upon Achievement of Cumulative Revenue Milestones | Invoice Bazaar
Disclosure Of Business Combinations [Line Items]
Deferred cash consideration	$ 1,000,000

XML

Business Combinations - Summary of Estimated Earn-out (Details) - USD ($)	Jun. 24, 2022	May 17, 2021
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones		$ 3,189,972
Revised Terms of Earn-out
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones	$ 2,000,000
Achieve earn-out revenue of minimum US$2,000,000 from acquisition date to June 30, 2022 | Revised Terms of Earn-out
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones	500,000
Onboard 300 new customers on the IT platform commencing March 1, 2022 | Revised Terms of Earn-out
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones	225,000
Submit US$1 billion in trade value of qualified deals as defined in the addendum on or after March 1, 2022 | Revised Terms of Earn-out
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones	375,000
Establish partnerships with at least 3 new financial institutions as defined in the addendum on or after March 1, 2022 | Revised Terms of Earn-out
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones	375,000
Achieve an annual recurring revenue of US$10 million as defined in the addendum | Revised Terms of Earn-out
Disclosure Of Business Combinations [Line Items]
Earn-out consideration, subject to achievement of certain revenue milestones	$ 525,000

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Business Combinations - Summary of Estimated Earn-out (Parenthetical) (Details) - Revised Terms of Earn-out	Jun. 24, 2022 USD ($) Customer
Disclosure Of Business Combinations [Line Items]
Minimum earn out revenue from acquisition	$ 2,000,000
Number of new onboard customers | Customer	300
Trade value of qualified deals amount	$ 1,000,000,000
Annual recurring revenue	$ 10,000,000

XML

Business Combinations - Summary of the Estimated Fair Values of Assets Acquired and Liabilities Assumed as of the Acquisition Date (Details) - USD ($)	Feb. 28, 2022	May 17, 2021	Feb. 28, 2021
Disclosure Of Business Combinations [Line Items]
Other current assets	$ 5,381,546		$ 3,410,526
Invoice Bazaar
Disclosure Of Business Combinations [Line Items]
Intangible assets in connection with acquisition		$ 2,594,968
Loan receivables		159,456
Cash and cash equivalents		172,623
Other current assets		31,667
Non-controlling interests		(31,979)
Other payables		(399,612)
Total identifiable net assets acquired		$ 2,527,123

XML

Business Combinations - Summary of the Goodwill Arising from the Acquisition has been Recognized (Details) - USD ($)	Feb. 28, 2022	May 17, 2021
Disclosure Of Business Combinations [Line Items]
Goodwill	$ 4,630,870
Invoice Bazaar
Disclosure Of Business Combinations [Line Items]
Consideration transferred, acquisition-date fair value		$ 7,189,972
Non-controlling interests		(31,979)
Fair value of identifiable net assets		(2,527,123)
Goodwill		$ 4,630,870

XML

Significant Related Party Transactions - Summary of Significant Related Party Transactions Undertaken on Terms as Agreed Between Parties in Normal Course of Business (Details) - USD ($)	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Related Party Transactions [Abstract]
Sale of services -Related parties	$ 5,164,280	$ 4,504,413
Transfer of fixed assets -Related party	156,402
Management fees -Immediate holding company		$ 1,100,000
Management fees -Related party	$ 1,721,830

XML

Significant Related Party Transactions - Additional Information (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Related Party Transactions [Abstract]
Capitalized management fees			$ 185,000
Management fees			1,100,000
Compensation	$ 3,956,874	$ 1,519,324	$ 188,444

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Financial Risk Management - Additional Information (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Financial assets and financial liabilities offset	$ 0	$ 730,000
Strengthening of United States Dollars
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Currency rate description	A 5% strengthening of United States dollars
Weakening of United States dollars
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Currency rate description	A 5% weakening of United States dollars

XML

Financial Risk Management - Schedule of Credit Risk for Trade Receivables (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Abstract]
Trade receivables, net	$ 43,850,652	$ 22,853,115
Loan receivables, net	4,655,371
Credit risk exposure	$ 48,506,023	$ 22,853,115

XML

Financial Risk Management - Schedule of Ageing of Trade and Loan Receivables (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	$ 43,850,652	$ 22,853,115
Non-credit Impaired
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	48,506,023	22,853,115
Non-credit Impaired | Current
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	25,938,750	12,121,046
Non-credit Impaired | Past Due 1 – 60 Days
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	6,413,032	10,226,905
Non-credit Impaired | Past Due Over 60 Days
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	19,145,401	867,264
Non-credit Impaired | Carrying Amounts
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	51,497,183	23,215,215
Non-credit Impaired | Impairment Loss
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	(2,991,160)	(362,100)
Credit Impaired | Current
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	432,971	1,607,907
Credit Impaired | Past Due 1 – 60 Days
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	1,040,009	278,278
Credit Impaired | Past Due Over 60 Days
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	4,900,874	1,860,282
Credit Impaired | Carrying Amounts
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	6,373,854	3,746,467
Credit Impaired | Impairment Loss
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Net trade receivables	$ (6,373,854)	$ (3,746,467)

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Financial Risk Management - Schedule of Contractual Undiscounted Cash Outflows of Non-Derivative Financial Liabilities (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Maturity Analysis For Nonderivative Financial Liabilities [Line Items]
Carrying amount, other payables	$ 15,397,623	$ 6,918,641
Carrying amount, lease liability	1,538,808	1,128,965
Total carrying amount	16,936,431	8,047,606
Non-derivative financial liabilities, undiscounted cash flows, other payables	19,270,448	6,918,641
Non-derivative financial liabilities, undiscounted cash flows, lease liability	1,667,720	1,196,487
Non-derivative financial liabilities, undiscounted cash flows	20,938,168	8,115,128
Within 1 Year
Disclosure Of Maturity Analysis For Nonderivative Financial Liabilities [Line Items]
Non-derivative financial liabilities, undiscounted cash flows, other payables	17,770,448	6,918,641
Non-derivative financial liabilities, undiscounted cash flows, lease liability	481,793	312,127
Non-derivative financial liabilities, undiscounted cash flows	18,252,241	7,230,768
Within 1 to 5 Years
Disclosure Of Maturity Analysis For Nonderivative Financial Liabilities [Line Items]
Non-derivative financial liabilities, undiscounted cash flows, other payables	1,500,000
Non-derivative financial liabilities, undiscounted cash flows, lease liability	1,185,927	884,360
Non-derivative financial liabilities, undiscounted cash flows	$ 2,685,927	$ 884,360

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Financial Risk Management - Schedule of Foreign Currency Risk (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Risk Management Strategy Related To Hedge Accounting [Line Items]
Cash and cash equivalents	$ 68,809,057	$ 134,025,561
Lease liabilities	(1,538,808)	(1,128,965)
Currency Risk | Singapore Dollars
Disclosure Of Risk Management Strategy Related To Hedge Accounting [Line Items]
Cash and cash equivalents	139,097	185,667
Other payables		(78,621)
Lease liabilities	(1,059,681)	(1,128,965)
Assets (liabilities)	$ (920,584)	$ (1,021,919)

XML

Financial Risk Management - Summary of Increase in Profit or Loss by 5% Strengthening of United States Dollars (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Singapore Dollars
Disclosure Of Risk Management Strategy Related To Hedge Accounting [Line Items]
Increased profit or loss	$ 46,029	$ 51,096

XML

Financial Risk Management - Summary of Accounting Classification and Carrying Amounts of Financial Instruments not Recognised at Fair Value (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Financial assets, fair value through profit and loss	$ 25,142,783
Financial liabilities, fair value through profit and loss	4,106,462	$ 43,811,798
Financial assets at amortised cost	117,838,196	193,055,950
Financial liabilities at amortised cost	15,869,110	8,047,606
Financial assets, total carrying amount	142,980,979	193,055,950
Financial liabilities, total carrying amount	19,975,572	51,859,404
Trade Receivables
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Financial assets at amortised cost	43,850,652	22,853,115
Financial assets, total carrying amount	43,850,652	22,853,115
Loans Receivables
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Financial assets at amortised cost	4,655,371
Financial assets, total carrying amount	4,655,371
Other Assets
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Financial assets at amortised cost	523,116	490,631
Financial assets, total carrying amount	523,116	490,631
Cash and Cash Equivalents
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Financial assets at amortised cost	68,809,057	134,025,561
Financial assets, total carrying amount	68,809,057	134,025,561
Other Investments
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Financial assets, fair value through profit and loss	25,142,783
Financial assets, total carrying amount	25,142,783
Restricted Cash
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Financial assets at amortised cost		35,686,643
Financial assets, total carrying amount		35,686,643
Other Payables
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Financial liabilities, fair value through profit and loss	1,067,321
Financial liabilities at amortised cost	14,330,302	6,918,641
Financial liabilities, total carrying amount	15,397,623	6,918,641
Warrant Liabilities
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Financial liabilities, fair value through profit and loss	3,039,141	43,811,798
Financial liabilities, total carrying amount	3,039,141	43,811,798
Lease Liabilities
Disclosure Of Nature And Extent Of Risks Arising From Financial Instruments [Line Items]
Financial liabilities at amortised cost	1,538,808	1,128,965
Financial liabilities, total carrying amount	$ 1,538,808	$ 1,128,965

XML

Operating Segment - Additional Information (Details)	12 Months Ended
	Feb. 28, 2022 USD ($) Segment Customer	Feb. 28, 2021 USD ($)	Feb. 29, 2020 USD ($)
Disclosure of Operating Segments [Line Items]
Number of operating segments aggregated to reportable operating segment | Segment	0
Number of operating segment | Segment	1
Number of major customers | Customer	5
Revenue | $	$ 56,679,753	$ 55,473,725	$ 16,898,178
Top Five Customers
Disclosure of Operating Segments [Line Items]
Revenue | $	$ 16,448,042	$ 19,361,802	$ 8,619,056

XML

Operating Segment - Summary of Geographical Information (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Disclosure of Geographical Information [Line Items]
Revenue	$ 56,679,753	$ 55,473,725	$ 16,898,178
United Arab Emirates
Disclosure of Geographical Information [Line Items]
Revenue	53,625,000	26,769,533	1,634,115
Singapore
Disclosure of Geographical Information [Line Items]
Revenue	2,900,987	14,517,264	9,496,854
Hong Kong
Disclosure of Geographical Information [Line Items]
Revenue	147,537	7,488,714	3,378,300
Malaysia
Disclosure of Geographical Information [Line Items]
Revenue	1,562	4,584,790	1,887,039
Other Countries
Disclosure of Geographical Information [Line Items]
Revenue	$ 4,667	$ 2,113,424	$ 501,870

XML

Earnings Per Share - Additional Information (Details)	12 Months Ended
	Feb. 28, 2022 shares
Earnings Per Share [Abstract]
Number of potentially dilutive ordinary shares issued	0

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Earnings Per Share - Summary of Earnings Per Share (Details) - USD ($)	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Earnings Per Share [Abstract]
Profit for the year attributable to equity holders of the Group	$ 33,427,019	$ 45,252,712	$ 13,580,791
Weighted average number of ordinary shares in issue during the year	76,769,691	60,956,752	3,333,433
Basic and diluted earnings per share	$ 0.44	$ 0.74	$ 4.07

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Reverse Merger - Additional Information (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021	Feb. 29, 2020
Reverse Merger [Line Items]
Ordinary shares issued		81,364,337	5,000,000
At Fair Value | Reverse Merger
Reverse Merger [Line Items]
Aggregate reverse merger in cash	$ 60,000,000
Fair value of issued equity amount	$ 525,000,000
Ordinary shares issued	51,622,419
Fair value of issued equity per share	$ 10.17

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Reverse Merger - Summary of Net Assets Acquired from Reverse Merger (Details) - USD ($)	Feb. 28, 2022	Feb. 28, 2021
Reverse Merger [Line Items]
Cash and cash equivalents	$ 68,809,057	$ 134,025,561
Reverse Merger
Reverse Merger [Line Items]
Cash and cash equivalents	170,616,649
Other receivables	60,068,819
Other payables	(1,587,820)
Warrant liabilities	(69,923,483)
Cash consideration paid (as above)	(60,000,000)
Others	(17,514)
Total identifiable net assets acquired	$ 99,156,651