Rakon Limited/Announcement
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Rakon reports record earnings performance, EBITDA up 132%

Full Year Results25 May 2022RAKInformation Technology

Results announcement



Results for announcement to the market

Name of issuer Rakon Limited

Reporting Period 12 months to 31 March 2022

Previous Reporting Period 12 months to 31 March 2021

Currency New Zealand Dollar


Amount (000s) Percentage change

Revenue from continuing

operations

$171,967 34%

Total Revenue $171,967 34%

Net profit/(loss) from

continuing operations

$33,111 244%

Total net profit/(loss) $33,111 244%

Interim/Final Dividend

Amount per Quoted Equity

Security

No dividends are proposed to be paid.

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.56 $0.42

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please refer to the Commentary and the audited financial

statements released in conjunction with this announcement.

Authority for this announcement

Name of person


authorised

to make this announcement

Maureen Shaddick

Contact person for this

announcement

Anand Rambhai

Contact phone number +64 (0) 9 571 9225

Contact email address anand.rambhai@rakon.com

Date of release through MAP


26/05/2022


Audited financial statements accompany this announcement.

---

26 May 2022

AUDITED RESULTS FOR THE FULL YEAR TO 31 MARCH 2022


Rakon reports record earnings performance, EBITDA up 132%

Highlights:

 Revenue $172.0m (FY21

1

: $128.3m)

 Underlying EBITDA

2

more than doubles to $54.4m (FY21: $23.5m)

 Net profit after tax $33.1m (FY21: $9.6m)

 Sustained core market growth, particularly 5G and industrial positioning

 Significant new opportunities captured from worldwide chip shortage

 Record delivery despite global supply chain disruptions and materials shortages

 New dividend policy announced

All amounts are in New Zealand Dollars


Rakon (NZX.RAK) today announced record earnings for the 12 months to 31 March 2022, on the back of

continued strong growth in global demand for its industry-leading frequency control and timing solutions.

Total revenue for the financial year rose 34% to $172.0 million (FY21: $128.3m). Gross margin improvements,

combined with largely unchanged overheads, drove a 132% increase in Underlying EBITDA to $54.4m (FY21:

$23.5m), which is slightly above the latest guidance of $49-$53m. Net profit after tax increased by 244% to

$33.1m (FY21: $9.6m).

Rakon Chair Lorraine Witten said: “This performance is the outcome of many years of hard work to

strengthen our foundations and position the company for future growth. The challenges of Covid-19 have

accelerated technological transformation, and these in turn have highlighted the advantages of Rakon’s 50-

year pedigree in technology innovation, our operating agility and our strong customer relationships.”

Chief Executive Officer Sinan Altug acknowledged the efforts of Rakon’s global team in delivering the

company’s best-ever earnings performance.

“This has been a year of tremendous progress for Rakon. We have scaled up significantly to meet strong

core market growth as well as new opportunities stemming from worldwide chip shortages. Thanks to the

efforts of our highly dedicated team, we have continued to deliver to our customers around the world

through the significant challenges of Delta and Omicron, raw material shortages and global supply chain

disruptions.”

Financial and market performance

Rakon’s revenue uplift was driven primarily by continued demand growth in 5G telecommunications

networks and industrial and precision positioning applications, in addition to the opportunities created by

worldwide chip shortages. The telecommunications segment generated revenue of $86.2m, 12% higher

than last year, and comprising 50% of the company’s total revenue. The company was able to convert the

additional chip shortage opportunities into $30.8m of revenue.

Gross profit rose 53% to $90.1m (FY21: $58.9m). A shift in the product mix towards new higher margin


1

All comparisons are against the prior corresponding period (FY21) unless otherwise stated

2

Refer to Note 5 of the FY2022 audited consolidated financial statements for an explanation of how ‘Non-GAAP Financial Information’ is used, including a definition of

‘Underlying EBITDA’ and reconciliation to net profit after tax

Page 2 of 3 www. r a k o n. co m


products increased the average gross margin percentage to 52% against last year’s 46%. Our response to

the chip shortages added $18.4m of gross margin.

Operating expenses remained stable at $49.3m, with increases in labour costs and other overheads offset

by factors such as reduced travel. Operating cash flow for the period was strong at $30.2m, 51% ahead of

last year.

Rakon’s balance sheet has continued to strengthen, with total assets increasing by 29% to $199.9m, and

the lift in earnings contributing to a 30% increase in equity since March 2021. The company had $23.2m in

net cash at balance date, against last year’s $5.0m.

Operations and Covid-19

Mr Altug said the increased demand for Rakon’s products was largely fulfilled by increased capacity in the

New Zealand manufacturing operation, which lifted its average monthly throughput by 60%. “This is a

fantastic achievement, given the Covid-19 and supply chain headwinds faced by our New Zealand team

through the year. Likewise, we saw exceptional resilience and adaptibilty from our Indian and French

operations despite a number of Covid-19 outbreaks and similar supply chain issues.”

He said raw material supply has remained tight, resulting in extended lead times and price increases.

“Capacity constraints, allocations and rising prices from suppliers unfortunately remain the norm, and we

continue to work hard to mitigate risks around procurement of materials and actively manage higher levels

of inventory.”

Rakon’s global manufacturing operations were largely able to continue throughout the year despite Covid-

19 outbreaks, restrictions and remote working requirements.

“The commitment of our teams has been exceptional,” said Mr Altug. “While our 1000 employees worldwide

had freedom of choice around vaccinations, 99.5% were fully vaccinated, vastly reducing transmission risk

on our sites. With strict protocols and a strong health and safety culture, we successfully avoided workplace

outbreaks and at no time during the year was more than 10% of our manufacturing workforce absent.”

Innovation

Rakon invested $13.1m in research and development, focused primarily on the development of new ASIC

3


semiconductor chips and their associated products, the new XMEMS® nanotechnology, and a new suite of

NewSpace products for Low Earth Orbit (LEO) satellites. Mr Altug said solid progress had been made in

each of these areas.

“Each new family of products pushes the boundaries of performance in respect of speed, precision, stability

and resilience. We are particularly excited about the results we are achieving from products using our new

XMEMS® nanotechnology. These products are delivering next-generation performance, and we are looking

forward to the release of multiple XMEMS® based product families this year.”

Dividend

Rakon today also announced a new dividend policy

4

. Ms Witten said the policy articulates Rakon’s

aspirations as a growth company and confirms its intentions to maintain a strong balance sheet to ensure

opportunities can be captured while risks are managed.

Under the policy, Directors will determine at least annually whether to declare a dividend, having regard

to all relevant information including Rakon’s current and expected operating results, its near and medium-

term operational cash requirements, its plans for organic and strategic investment in growth and


3

ASIC stands for Application Specific Integrated Circuit, referring to a customised semiconductor chip

4

Rakon’s new dividend policy can a be found on the Rakon website

Page 3 of 3 www. r a k o n. co m


expansion, current and foreseeable debt levels, interest rates, market and economic conditions and any

applicable funding or banking requirements.

After reviewing Rakon’s capital requirements in light of the three-year strategic plan and rapid growth

environment, Directors have determined that the FY22 cash surplus should be fully allocated to support

planned growth and capital expenditure requirements, and therefore no dividend will be paid for the 2022

financial year.

Ms Witten said: “We are pleased to provide clarity about how the company will apply future cash surpluses.

Specifically, the company intends to prioritise the use of cash surpluses towards capital investment, acquiring

skills and R&D projects that deliver our strategic growth objectives.”

Outlook

Looking ahead, Mr Altug said Rakon’s strong forward order book continues to be driven by growth in our

core markets.

“We are excited to see significant market opportunities for Rakon in future years and want to accelerate

product development. We are increasing our capacity in New Zealand and India to support this growth and

look forward to the completion of Rakon India’s new Bengaluru facility towards the end of FY23. While we

expect the impacts of Covid-19, supply chain disruptions, materials shortages and cost inflation to be

ongoing, these risks will continue to be closely and proactively managed.”

“We will continue with deliberate investments in R&D for XMEMS® nanotechnology, ASIC semiconductor

chips and NewSpace. The global roll-out of 5G is expected to continue for a good part of this decade,

expanding as 5G millimetre wave networks pave the way for more data-heavy applications and as datacentres

further enter the ecosystem. Demand for industrial and precise positioning applications is continuing to rise.

The exciting NewSpace market continues to gain momentum, along with the whole ecosystem surrounding

it. “

“These opportunities, together with a strong development pipeline, new proprietary chips in the works and

new XMEMS® nanotechnology provide a very positive outlook for Rakon.”

-Ends-

Contact:

Investors Media

Sinan Altug Sharon Williamson

Chief Executive Officer The Project

+64 21 371 567 +64 21 850 515


Anand Rambhai

Chief Financial Officer

+64 21 542 287

www.rakon.com


About Rakon

Rakon is a global high technology company and a world leader in its field. The company designs and manufactures

advanced frequency control and timing solutions. Its three core markets are Telecommunications, Positioning and Space

and Defence. Rakon’s products are found at the forefront of communications where speed and reliability are paramount.

Its products create extremely accurate electric signals which are used to generate radio waves and synchronise time in

the most demanding communication applications.

Rakon has three manufacturing plants, six research and development centres, and sixteen customer support offices

worldwide. Founded in Auckland in 1967, Rakon is proud of its New Zealand heritage. It is a public company listed on the

New Zealand stock exchange, NZX, ticker code RAK.

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Annual Report 2022
Enabling the connected future

RAKON Annual Report |


FY22

Leading the way
We are a world leader in precision timing

and frequency control solutions for the

most challenging specifications and

environments.

Rakon has three products in the Copernicus Low Earth Orbit (LEO) satellite

Sentinel-6 Michael Freilich (‘Sentinel-6’) which undertakes the ongoing

measurement of sea-surface height from space. Our world-leading USO

1

is part of

an instrument which gives extremely precise orbit determination to the satellite.

Image courtesy of the European Space Agency (ESA).

1

Product acronyms and definitions are explained in the Glossary on page 47.

2

RAKON Annual Report |


FY22

By working closely with our customers
and industry partners, we solve difficult

problems and enable next generation

technology to become a reality.

Solving difficult

problems

Rakon New Zealand team members

in a product strategy meeting

3

RAKON Annual Report |


FY22

We enable communications infrastructure
and applications to perform at ever-greater

levels of speed, reliability and capacity,

making things that were only ever dreamed

of possible.

An example of how Virtual Reality (VR) and metaverse applications may

enable remote medical diagnostics and surgery. 5G is enabling these

applications to become a reality and Rakon is providing the precise timing

that enables 5G to operate.

Continuing to

raise the bar

4

RAKON Annual Report |


FY22

About this report
Contents

6

Performance snapshot

7–9

Chair & CEO report

10

Changing of the guard

Welcome to our 2022 Annual Report.

This document reports on operational and

financial performance for the year to 31

March 2022 (FY22). We have focused on what

we believe matters most to our stakeholders

and business.

This report provides a clear look at our

company, and shows how we are delivering

against our strategic priorities of technology

innovation, core markets, customer

partnerships and flexible, scalable operations

to enable the connected future.

We know that our investors prefer to view

this report online. Our company review and

financial documents are included in this

report, in an easy-to-read format.

Taking Environmental, Social and Governance

(ESG) action is important to us. While we have

been doing so for many years, this year we

began the process of reporting against an

audited ESG framework. Pages 31 to 46 show

our current journey.

We have endeavoured to ensure all

information is accurate, including performing

internal verification. The information provided

in this report has been compiled in line with



NZX Listing Rules and recommendations for

investor reporting.

The financial statements on pages 49–90

have been prepared in accordance with

appropriate accounting standards and

have been independently audited by

PricewaterhouseCoopers.

We welcome your feedback on this report,

including how we can improve. If you

would like to let us know any comments or

suggestions please email us at:

investors@rakon.com

Rakon people imagery

15–23

Delivering against

our strategy

24–27

Our people

28–30

Board and management

31–46

Environment,

social and governance

47

Glossary

49–90

Financial statements

and auditor’s report

96 –101

Remuneration and

shareholder information

Please note: All amounts in this document are in NZ$ unless otherwise specified. Product acronyms and definitions are explained in the Glossary on page 47.

11–14

About Rakon

5

RAKON Annual Report |


FY22

6
RAKON Annual Report |


FY22


Performance snapshot

Revenue

$172.0m



$43.7m +34%

Operating cash flow

$30.2m

▲ 10.2m+51%

Underlying EBITDA

2

$54.4m

▲ $30.9m+132%

12 months ended 31 March 2022

Net cash (including borrowings)

$23.2m

▲ $18.2m+361%

Net Profit After Tax (NPAT)

$33.1m

▲ $23.5m+244%

Highlights

+10%

Core revenue growth

(non chip-shortage related revenue)

driven by 5G networks and industrial and

precision positioning.

XMEMS

®

3

nanotechnology-based products

disruptive new technology delivering

industry-leading performance.

>90% at work

across our global manufacturing

operations through Covid-19 peaks.

$13.1m

investment in R&D

developing proprietary new

technologies and products.

+60%

output increase

by value in our NZ manufacturing

operation.

2

Refer to the footnote on page 47 for the definition of Underlying EBITDA as a non-GAAP financial measure, referred to in this document.

3

XMEMS

®

– Crystal Micro-Electro-Mechanical System. Refer to the definition on page 47.

All figures are presented in New Zealand dollars unless otherwise indicated.

All comparisons are to the prior corresponding period (i.e. 12 months to 31 March 2021) unless otherwise stated.

7
RAKON Annual Report |


FY22


Chair & CEO report

We are pleased to report a record performance for Rakon in a year of tremendous challenges and opportunities.

The 12-month period to 31 March 2022 (FY22), has been Rakon’s best year ever. The company’s growth momentum

has continued to build, driven by strong underlying demand in our core markets and supported by new

opportunities stemming from worldwide TCXO chip shortages. Importantly, this growth was delivered through the

challenges of Delta and Omicron, materials shortages and global supply chain disruptions.

During the year, we have adapted and scaled

up our operations to capture the additional

chip shortage demand, worked closely with

our partners to develop new technologies and

carefully managed our supply and delivery risks.

This performance is a credit to our thousand-

strong worldwide Rakon team, in particular their

determination and commitment to meet our

delivery goals, and in operating safely through

Covid-19.

Financial overview

Total revenue for the financial year rose 34% to

$172.0 million compared with $128.3 million for

the year to 31 March 2021 (FY21). Gross margin

improvements, combined with largely unchanged

overheads, resulted in underlying EBITDA

4

of

$54.4 million, 132% ahead of last year’s $23.5

million. Net Profit After Tax (NPAT) increased by

244% to $33.1 million from $9.6 million for the

same period last year.

Revenue growth was driven by strong demand

in 5G telecommunications networks, and

industrial and precision positioning applications,

in addition to the new business opportunities

created by worldwide chip shortages. Rakon’s

core (i.e. non chip-shortage related) revenue grew

10%, contributing 82% of the total revenue. By

market this was: Telecommunications $86 million

(up 12%); Space & Defence $26 million (down

13%); Positioning $27 million (up 94%) and IoT,

emerging and other $32 million (up 363%). Further

market revenue information is provided on

pages 16–19.

Gross profit was $90.1 million, 53% higher than

last year’s $58.9 million. Gross margin percentage

improved to 52.4% against last year’s 45.9%,

reflecting a shift in the product mix towards

higher margin products over the year.

Operating expenses for the year remained stable

at $49.3 million. While we have had increases in

labour costs and some other operating expenses,

the overall costs were offset by factors such as

reduced travel.

Operating cash flow for the period was $30.2

million, 51% ahead of last year. Cash was

invested in growth-related capital projects,

increased research and development (R&D)

expenditure to support new technology

development, and manufacturing equipment

to capture growth. We have also deliberately

increased our inventory levels to help mitigate

against ongoing supply chain risks.

Rakon’s balance sheet continues to strengthen,

with total assets increasing by 29% to $200

million, and equity lifting by 30% since March

2021. The company remained net cash-positive,

with $23.2 million in net cash at balance date,

against last year’s $5.0 million.

We will continue to maintain a conservative

balance sheet as we prepare to invest in growth

opportunities that are critical to Rakon’s future,

while remaining cognisant of ongoing risk around

global supply chain, inflation, geopolitical risks,

and Covid-19.


Lorraine Witten Chair / Sinan Altug CEO


While FY22 delivered a stellar

performance, this was the outcome of

many years hard work to lay strong

foundations and to position the

company for future growth.


4

Refer to the footnote on page 47 for the definition of Underlying EBITDA as a non-GAAP financial measure, referred to in this document.

Lorraine Witten (Chair), Sinan Altug (CEO)

Chair & CEO report
Progress against our strategy

Rakon’s strategy is to drive the advancement of

precision timing and frequency control solutions

in our core markets and to ensure long product

lifecycles through operational and manufacturing

excellence, and enduring customer relationships.

During FY22 we sought to better articulate this

through reframing our value creation model,

which is shown on page 14. This model identifies

the key priority areas (or strategic pillars) critical

to the creation of long-term value for Rakon, and

progress against each of these pillars is reported

on pages 16-22 of this report.

During the year we refreshed our three year

strategy, detailing our plan to increase our market

share in telecommunications infrastructure,

space & defence in particular the emerging Low

Earth Orbit satellite (LEO) market and precision

positioning including autonomous vehicles.

Equally important to our markets are the

strong foundations required for our business

– our values-driven & innovative culture; solid

financial management; sound disciplines in

managing risk and capturing new opportunities;

and an enduring commitment to looking after

each other, the planet and future generations.

Progress against each of these areas is provided

respectively in the people, financial and

Environment, Social and Governance (ESG)

sections of this report.



Dividend

Recognising that Rakon’s previous dividend

policy (in place since 2006) was no longer fit for

purpose, the Board introduced a new policy in

May 2022.

The policy articulates Rakon’s aspirations as

a growth company, and our intentions to

maintain a conservative balance sheet to ensure

opportunities can be captured while risks are

managed. Specifically, the company intends to

prioritise the use of cash surpluses towards capital

investment, acquiring skills and R&D projects that

deliver our strategic growth objectives.

At the 2021 Annual Shareholders’ Meeting

(ASM), shareholders were advised they may

expect a dividend if the forecast results for FY22

are achieved and there is no significant capital

requirement on the horizon. Whilst the guidance

of that time was well exceeded, the board has

reviewed Rakon’s capital requirements in light

of the new three year strategic plan and rapid

growth environment, and concluded that the

cash surplus should be fully invested to support

the company’s growth and capital expenditure

requirements. This includes the purchase of land

and construction of Rakon India’s new 9,755m

2

facility, continued investment in XMEMS

®

,

NewSpace

5

and the design of next generation

proprietary chips.

Covid-19 management

Rakon’s global operations continued with limited

disruptions throughout FY22, despite being

subject to country outbreaks, lockdowns and

remote working requirements brought about

by the pandemic. Stringent health and safety

measures were maintained at all locations and

whilst our employees were not always able to

escape community infection, we were largely able

to avoid workplace outbreaks. Employee feedback

shows that our team members have felt

well-supported through the year.

Governance

There were changes around the Board table as

succession planning was implemented during

the year. Steve Tucker and Sinead Horgan were

welcomed as new directors, bringing a range of

industry, technical and commercial expertise to

the Board. Both are standing for election at our

ASM in August.

Upon the completion of the Board succession,

Bruce Irvine retired April 2022, after 16 years as

a director, including the past three and a half

years as Chair. Bruce’s experience and leadership

in steering the company through significant

challenges and onto its more recent growth path

cannot be underestimated. We thank Bruce for his

guidance and wise counsel and wish him well for

the future.

We also extend a very special thanks to Brent

Robinson who stepped down on 31 March 2022

from his Managing Director role after 36 years.

Brent has been the driving force behind Rakon’s

technology innovation and, in recent years, led

the company through its strategic repositioning

Revenue $m

Underlying EBITDA $m

NPAT $m

Operating cash flow $m

FY18 FY19 FY20 FY21 FY22

$12.1m

FY18 FY19 FY20 FY21 FY22

FY18 FY19 FY20 FY21 FY22

FY18 FY19 FY20 FY21 FY22

$11.3m

$14.8m

$23.5m

$54.4m

$10.0m

$3.4m

$4.0m

$9.6m

$33.1m

$7. 9 m

($1.8m)

$9.4m

$20.1m

$30.2m

$101m

$114m

$119m

$128m

$172m


5

NewSpace refers to a globally emerging private / commercial spaceflight industry. This includes aerospace companies and ventures

working to develop faster, better and cheaper access to space and space technologies. It includes Low Earth Orbit satellites.

8

RAKON Annual Report |


FY22

9
RAKON Annual Report |


FY22


and into the strong growth position it now enjoys.

We are delighted that the company has retained

Brent’s expertise, both as Chief Technology Officer

and as an executive director.

Careful transition planning over a long period

has ensured a seamless handover to our new

Chair and Chief Executive Officer, and we were

well prepared to hit the ground running in our

new roles from 1 April 2022. We acknowledge the

support of the wider Board and Executive teams

through this period and look forward to working

together to lead Rakon in coming years.

During the year the Board has continued to

monitor and reassess the risks and opportunities

facing the business as we navigated the

challenges of rapid growth, supply chain

disruption and Covid-19. We remain confident

that Rakon is well placed to capture its core

market growth opportunities and believe that the

successful management of these various risks over

the past year reflects positively on our operational

agility and robustness.

Beyond our core business, we will continue

to scan and assess potential value-accretive

opportunities on the horizon which are aligned

with our strategy and will either enhance, or be

supported by, our competitive advantage and

capability.


Summary and outlook

We acknowledge and thank Rakon’s global

team for its tremendous efforts throughout the

year. The company’s outstanding performance

demonstrates the agility, capability and resilience

of our people, and their commitment to our

company.

While FY22 delivered a stellar performance, this

was the outcome of many years hard work to lay

strong foundations and strategically position the

company for future growth opportunities. We

have now completed our strategic pivot away

from consumer high volume/low value markets.

The challenges of Covid-19 have accelerated

technological change, and these have in turn,

highlighted the competitive advantages of our

operating agility, technology innovation and

strong customer relationships.

Forward orders are strong for FY23

6

, driven

primarily by continued core market growth.

The ongoing impacts of Covid-19, supply chain

disruptions and materials shortages will continue

to be managed closely.

In FY23 we are making thoughtful and deliberate

investments in people, products and capability

where we see future growth opportunities. This

investment aligns to our three year plan.

We will continue to build delivery capacity in New

Zealand and India, and we look forward to the

completion of Rakon India’s new Bengaluru facility

in late FY23. The new operation will provide

significantly enhanced manufacturing capability

as well as increased capacity, allowing products to

be transferred from other plants to be produced

at lower unit costs and extending their lifecycles

as they mature. This will become another vital

competitive advantage for Rakon.

We are excited about the opportunities beyond

FY23 and we are building the foundations to

capture these markets. The roll-out of 5G is

expected to continue for a number of years and

will evolve as datacentres enter the ecosystem.

The demand for industrial and automotive

positioning applications is continuing to rise,

whilst the aeronautical sector is expected to

return to growth. The exciting NewSpace market

continues to develop with increasing entrants into

Low Earth Orbit (LEO) satellites, along with the

whole ecosystem surrounding it.

These opportunities, together with a strong

development pipeline, multiple new proprietary

chips in the works and new XMEMS

®


nanotechnology manufacturing provide a very

positive outlook for Rakon.

Lorraine Witten ChairSinan Altug CEO

‘The company’s outstanding

performance demonstrates the

capability and resilience of our

people, and their commitment

to our company.


Chair & CEO report

6

FY23 refers to the year to 31 March 2023.


Multi-chamber temperature test

ovens designed in-house at Rakon NZ

Multi-chamber temperature test

ovens designed in-house at Rakon NZ

10
RAKON Annual Report |


FY22


Sinan Altug CEO / Brent Robinson CTO

Changing of the guard

This is an interesting leadership transition –

tell us how it came about.

Brent: We’ve been working on a succession

plan for a number of years, and during that

time it became apparent that Sinan, with his

leadership attributes, global industry expertise and

connections was the natural person to lead Rakon

through the next stage of its evolution.

We have repositioned the business in the past few

years, and with it now on a firm growth track, we

decided it was the right time to pass the mantle. As

Chief Operating Officer, Sinan was already leading

the execution of the company’s growth strategy

and expansion programme globally, so it was a

natural next step for him.

Sinan: It’s the best of both worlds really. While it

was time for Brent to take a step back from running

the whole company, he still has an unmatched

passion and energy to spearhead Rakon’s

technological direction. Brent’s ability to envision,

develop and commercialise new technologies has

been at the heart of Rakon’s success in recent years

and I’m delighted that he will continue to steer this

area for us.

It is a rare, yet privileged circumstance to have a

very smooth transition in leadership such as this

one. Brent, Darren and I have had the fortuitous

opportunity to work cohesively together across

the business over my 20 years at Rakon.

Does a change in leadership mean a new

direction for Rakon?

Sinan: No. Our current strategy is bold and

transformational; it has been developed over a

number of years and we all own it together. We

will, of course, continue to review and refresh it

dynamically. As the CEO, my focus is on allocating

our capital and resources to ensure we’re in the

best possible position to achieve our goals, capture

our opportunities and manage our risks.

Having Brent focus his energy on technology will

catalyse the execution of our strategy by increasing

our speed in getting leading-edge technology

into products and the hands of our customers as

quickly as possible.

Brent: As our direction of travel under our strategy

is very positive – core markets with significant

growth opportunities – we’ll stay focused on

maintaining product leadership and delivering

consistently good solutions. We don’t see this

fundamentally changing.

What is the key to Rakon’s future success?

Brent: I believe our vast industry knowledge has

always been a great strength and will remain so.

We started by producing channel crystals for radio

telephones for boats and commercial vehicles, and

have developed our expertise as communications

have become more complex and sophisticated.

We are now a recognised industry leader in

high-performance frequency control and timing

solutions in our core markets.

Working closely with our customers is key. As the

demand grows for connectivity at ever-greater

levels of speed and reliability, our goal is to

continue to be the ‘go-to’ partner in developing

solutions for our customers. We’re currently

working with customers on next-generation

technologies that most people won’t get to use for

many years. Our industry has long horizons.

Sinan: At Rakon I have always been proud of the

ingenuity and passion of our people and their

‘can-do’ attitude. This has allowed us to create

many industry-first products and has been key in

maintaining our leadership in the market segments

we choose to play in.

In recent years we’ve made great strides in our

global manufacturing and delivery capability –

both in-house and through partnerships, giving us

flexibility to scale up for the growth opportunities.

With technological advances in areas like cloud

computing, the metaverse, 6G and the NewSpace

sector exponentially increasing the demand for

connectivity, the future looks very exciting for us.

Brent Robinson (CTO), Sinan Altug (CEO)

In April, Dr Sinan Altug became Rakon’s Chief Executive Officer, in a long-planned

transition from Brent Robinson, who has led the family-founded company for more

than 35 years. Brent will continue leading Rakon’s technology arm in the capacity of

Chief Technology Officer, overseeing the development of cutting-edge solutions.

Sinan and Brent share their thoughts on the changing of the guard and what the

future holds . . .

Connectivity is like the nervous system of
technology – without it you can’t do much.

Our products are critical to enabling connectivity

between people, networks and machines and

are at the heart of hundreds of applications

around the world.

As technology gets smarter it needs to be

supported by connectivity that is faster, more

precise and more stable. That’s where Rakon

comes in. Our products are relied on to provide

the accurate, stable frequency and timing

reference to deliver this.

About Rakon

For more information on Rakon’s products and solutions, please visit: www.rakon.com

Product definitions and acronyms are explained on page 47.

We help make the world tick

11

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FY22

12
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FY22


Pioneering innovation for 50+ years

HC-48 crystalUM-1 crystal

TXO4080

VTXO500 / USO

CDXO / RXT / ASICTCXO / OCXO

Space equipment

XMEMS

®

nanotechnology

SSB radioPagersCellular phones

GPS navigation

Precision satellite


positioning

Internet boom

Smartphones

3G | 4G | 5G networks

Internet of Things

6G

Cloud computing


infrastructure

NewSpace

1960s

1970s1980s1990s2000s2010s2020s

Our culture of innovation underpins Rakon’s proud record of continuous improvement and history

of industry ‘firsts’. Rakon has continually developed product solutions that help enable the next

wave of technology.

For more information on Rakon’s products and solutions please visit: www.rakon.com

13
RAKON Annual Report |


FY22


Manufacturing sites

R&D centres

Customer support


locations

Quality assurance

Key manufacturing


partners

EUROPE

ASIA

OCEANIA

NORTH AMERICA

70

countries with

Rakon customers

6

company and partner

manufacturing sites

6

R&D centres of

excellence

15

customer support

locations

~1000

full-time equivalent

employees worldwide

40+

nationalities in the

Rakon family

Our global footprint

14
RAKON Annual Report |


FY22


How we create value

We drive the advancement of precision timing and frequency control solutions in our core markets, and ensure

long product lifecycles through operational excellence and enduring customer relationships.

Our value creation model

underpins everything we do

at Rakon.

Our priority areas (or strategic

pillars) are critical to the creation

of long-term value for the

business.

As you continue reading, you

will see that our performance

reporting correlates to this model,

showing how we are progressing

against our strategic priorities.

SOLID FOUNDATIONS

A values-driven culture

Focuses on how we capture opportunities, manage risk and look after each other, our planet and future generations.

Enabling efficient

delivery and supporting

long product lifecycles

Creating first-mover


advantage and

next-generation solutions

Enduring relationships

and development of

market opportunities

Building leadership in

high-growth, high tech

markets

Intellectual capital

and trusted brand

Global manufacturing

platform

Talented and skilled

workforce

Financial resources

and capability

Partnerships and

relationships

Life-changing


applications

Advancement of

technology

Growth of our


people

Increased


shareholder value

Improved


delivery

I

N

P

U

T

S

O

U

T

P

U

T

S

T

E

C

H

N

O

L

O

G

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I

N

N

O

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A

R

K

E

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,


S

C

A

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A

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L

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O

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A

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I

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S

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P

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R

S

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I

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Getting around

our Annual Report

Delivering against our strategy
Our four strategic pillars – technology innovation, core markets, customer partnerships

and flexible, scalable operations – drive what we do at Rakon.

They underpin our planning, activities and how we measure performance.

They are critical to the creation of long-term value, while providing the flexibility to

explore emerging opportunities and thrive.

Meeting of the Rakon Board and Executive Team

15

RAKON Annual Report |


FY22

Revenue $86m ▲12%
50% of total Rakon revenue

Telecommunications

Revenue growth was driven by the continued rollout

of 5G networks, increased demand in 4G network

components and an uplift in market share with

key Tier 1

7

customers. The average gross margin

percentage grew to 44% from last year’s 40%, due to

a higher specification product mix.

While growth momentum remained strong, delivery

was constrained by component shortages and

capacity limitations, particularly in India. This has

resulted in a strong order book for FY23, with further

measures under way to improve the manufacturing

capacity and pace of delivery in both New Zealand

and India.

Rakon’s telecommunications product leadership is

demonstrated by a high rate of inclusion in network

equipment reference designs. Being ‘designed-in’ to

major reference designs means there will be a stable

demand for product, over the life of the design

being used.

We experienced a substantial uptake of new

products over the year, particularly OCXO, TCXO

and VCXO products that are used in semiconductor

reference designs for 5G radio heads and small cells.

The coming year will see the release of new next

generation Application Specific Integrated


Circuit (ASIC) based oscillators for 5G mmWave

products, designed to enable even greater levels of

speed, reliability, stability and resilience.

We were also pleased to enter three new strategic

partnerships with important players in 5G and

O-RAN

8

networks. We are continuing to work

globally with key datacentre customers as the

evolution of new 5G open network ecosystems

continues.

Revenue

Gross margin

Our telecommunications products enable data to be transmitted across networks at ever-increasing levels of speed

and reliability, with market growth being led by the unrelenting advancement of telecommunications and cloud

computing equipment and infrastructure. 5G adoption is now well underway and has many more years to run.

$40m

$54m

$65m

$77m

$86m

Core markets

FY18 FY19 FY20 FY21 FY22

$14m

$20m

$26m

$31m

$38m

FY18 FY19 FY20 FY21 FY22

34%

38%

40%40%

44%

Rakon products:

OCXOs, TCXOs, VCXOs, XOs and Crystals

7

Refers to recognised key players within their respective industries and which make up a significant market share.

8

O-RAN – mobile networks that are more intelligent, open, virtualised and fully interoperable.

16

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FY22

RAKON Annual Report |

FY 2022


17

After a steady first half, second half revenue

was impacted by reduced US government

investment in the country’s defence programme

and a subsequent decrease in product demand.

Defence represents around 60% of this

segment, and 9% of Rakon’s total revenue. The

gross margin percentage remained relatively

consistent.

With a strong level of space product orders,

our focus remains on delivery, building and

strengthening relationships in the NewSpace

ecosystem and participating in new mega

Low Earth Orbit (LEO) satellite constellation

contract bids. Good progress is being made

in NewSpace, where Rakon is working with

a number of partners including the Centre

national d’etudes spatiales (CNES), to develop

subsystems and modules for LEO satellites. We

announced a new suite of LEO satellite products

in the second half of the year, and now offer

the broadest range of frequency generation,

communication and positioning products in the

sector. Initial market interest has been pleasing.


We will continue to closely monitor defence

sector developments with our US and European

partners, working within Rakon’s Trade

Compliance Policy and all export controls.

Revenue $26m ▼13%

15% of total Rakon revenue

Our space and defence products enable connectivity in the most extreme environments and to the most demanding

performance specifications for applications such as satellites, ground stations, radar, aviation, communications and

positioning systems. We work with government agencies and commercial programmes in key markets to develop next

generation solutions.

Space & defence

Revenue

Gross margin

$28m

$32m

$28m

$30m

$26m

FY18 FY19 FY20 FY21 FY22

$19m

$22m

$19m

$20m

$18m

FY18 FY19 FY20 FY21 FY22

68%

69%

69%

68%

69%

Rakon products:

System Solutions, OCSOs, USOs, VCSOs, VCOs, OCXOs,

TCXOs, VCXOs, XOs, Crystal Filters and Crystals

Rakon’s very strong FY22 revenue performance
was driven by a combination of market growth in

our target segments, and the successful capture

of opportunities stemming from global TCXO

chip shortages. A significantly improved mix of

higher margin products resulted in the average

gross margin increasing from 48% to 56%.

We are seeing demonstrable benefits from

our strategic pivot to industrial and precision

applications such as autonomous agricultural,

mining and industrial machinery. Revenue for

this core segment showed a significant uplift,

both due to strong market growth and increased

share of customer spend. The emergency

locator beacon segment experienced growth as

recreational activities resumed after Covid-19

lockdowns.

The TCXO shortage opportunities have enabled

Rakon to build new customer relationships and

develop some longer-term business. Orders

stemming from this shortage will continue to be

fulfilled through FY23.

We will remain focused on building and

strengthening customer relationships and

capturing opportunities as the industrial,

emergency locator beacons, agricultural and

mining segments continue to grow. Forward

orders are strong. In the automotive segment,

electric and autonomous vehicle growth is

expected to continue putting pressure on

component supply, and the need for higher

performance and higher reliability frequency

control products is expected to grow as

autonomous vehicle industry standards evolve.

Revenue $27m ▲94%

11% of total Rakon revenue

Our positioning products enable the highest levels of precision and accuracy in applications such as

aircraft and marine navigation; automotive positioning; autonomous agriculture and mining;

and emergency locator beacons.

Positioning

Revenue

Gross margin

$26m

$20m

$19m

$14m

$27m

FY18 FY19 FY20 FY21 FY22

$11m

$8m

$7m$7m

$15m

FY18 FY19 FY20 FY21 FY22

42%

40%

36%

48%

56%

Rakon products:

OCXOs, TCXOs, VCXOs, XOs and Crystals

18

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FY 2022


19

IoT, emerging and other

Extraordinary revenue growth was achieved

during the year, arising from orders secured due

to the global TCXO chip shortages for consumer

IoT devices. This opportunity was captured

due to Rakon’s ability to design a solution

and quickly scale up for production, with

manufacturing commencing three months after

securing the order.

Eighty percent of the TCXO order was delivered

by the end of FY22, with the remaining 20% to

be delivered in the first half of FY23.

Revenue $32m ▲363%

19% of total Rakon revenue

With a more than 50-year track record in innovation, we continue to work with partners in delivering solutions for

cutting edge applications such as wireless control, test and measurement, the Internet of Things (IoT), Machine-to-

Machine (M2M), smart grids and metering, as well as other emerging markets.

Revenue

Gross margin

$7m

$8m

$7m

$7m

$32m

FY18 FY19 FY20 FY21 FY22

$1m

$1m

$18m

FY18 FY19 FY20 FY21 FY22

-6%

16%

-5%

15%

58%

Rakon products:

OCXOs, TCXOs, VCXOs, XOs and Crystals

Technology innovation
For more than 50 years, our culture of innovation has underpinned Rakon’s proud record of continuous

improvement and history of industry ‘firsts’. Our portfolio of patented products and technologies provides a

competitive moat against commoditisation as well as delivering long product lifecycles and revenue streams.

We work in multi-year timeframes to develop the next generation of technologies.

Rakon invested $13.1 million in research

and development during the year, focused

primarily on three key areas: development of

new ASIC-based products; the new XMEMS

®


core nanotechnology; and a new suite of

NewSpace products.

Several milestones were achieved in FY22. A first

half highlight was the development and delivery

of new TCXO products as described on page 19.

We were also pleased to achieve the successful

design-in and adoption of new OCXO, TCXO and

VCXO products in 5G millimetre wave radio heads

and small cells (see page 16); and a new

miniature Mercury OCXO, which has been

adopted by two Tier 1 customers.

The recently-announced new suite of LEO satellite

products allows Rakon to offer the largest

product range in its category in the evolving

NewSpace ecosystem. Development and testing

of these products, in partnership with the Centre

national d’etudes spatiales (CNES) and key

research organisations, will continue over FY23

with the first subsystem module scheduled to go

into space during the first half.

Rakon’s new semiconductor chips, which will

underpin the next generation of products, went

into market testing during the year, and are

receiving strong market interest.

Pleasing progress was made in the development

of Rakon’s XMEMS

®

nanotechnology which will

provide a technology core for future products.

Samples have delivered very encouraging testing

results and the company remains on track to

launch multiple XMEMS

®

-based product families

in the coming year.

R&D investment

(including capital expenditure)

$10.1m

$11.8m

$13.3m

$13.3m

$13.1m

FY18 FY19 FY20 FY21 FY22

R&D engineers at Rakon UK’s ASIC design facility

20

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FY22

21
RAKON Annual Report |


FY 2022


Customer partnerships

As an approved supplier to the majority of Tier 1 companies in our core markets, Rakon has developed long

and enduring relationships with major customers, international agencies and industry standards organisations.

These partnerships are critical to our continued advancement of industry-leading technologies.

Over the past year, we have worked closely with

a number of partners on product development

opportunities. In the second half, an ultra-low

noise VCXO developed in partnership with a

major customer, was designed-into a major

chipset in the reference design for 5G mmWave

radio units. In NewSpace, we are working with

a North American partner to adapt our master

reference oscillator for LEO satellites.

As the new 5G open network (O-RAN and

C-R AN

9

) ecosystem evolves with the increasing

role of datacentres, we are continuing to

strengthen relationships and build new

partnerships with major players in this sector.

Our long-term customer partnerships assisted us

in navigating through a challenging supply chain

environment through the year. Through our

multi-sourcing strategy and strong relationships,

we have been able to work successfully with

suppliers and customers to ensure delivery.



In the coming year, work with customers will

continue in the development of next-generation

technologies, including semiconductor chipset

reference designs; next level OCXO technologies

for 5G; and further NewSpace opportunities.

We have developed enduring relationships with

major customers, international agencies and

industry standards organisations


9

C-RAN – a cellular network architecture that utilises cloud computing capabilities to provide a more disaggregated network;

i.e. a network where the processing of the data may be broken up into smaller units.

Our global manufacturing strategy focuses on building scale and flexibility at our three sites, lengthening
product lifecycles through lean manufacturing options, mitigating supply chain risk through multiple sourcing

and further developing our partnerships with original equipment manufacturers.

Flexible, scalable operations

Rakon’s continued improvement in operating

capability and resilience has underpinned our strong

FY22 performance. The proactive management

and mitigation of worldwide supply chain and

Covid-19 issues has enabled a strong manufacturing

performance.

During the year, our New Zealand operation

successfully achieved a major capacity expansion

to enable the fulfilment of new orders. Average

monthly revenue over the year was 60% higher than

FY21, delivering record gross margins.

Rakon India’s output was consistent with last year,

with the business demonstrating exceptional

resilience through the impacts of Delta, Omicron

and significant materials shortages. During FY22,

Rakon India has been developing the capability

to undertake part of the production process for

Mercury+ OCXO products. This top-selling product,

is currently only manufactured in New Zealand.

Production in India is expected to commence in

FY23. This important achievement marks a major

milestone in Rakon’s dual-sourcing strategy.

Rakon France likewise matched its previous year’s

manufacturing performance despite the challenges

of Delta, Omicron, materials shortages and remote

working.

Materials supply has remained extremely tight

across the globe, with extended lead times,

price increases and market consolidation.

We are continuing to work hard to overcome

uncertainties around manufacturing capacity

and the procurement of materials and parts.

Like others in our industry, we are also

experiencing increasing pressure from skills

shortages and cost inflation.


Projects to increase delivery capacity are under

way in both New Zealand and India, with planned

investment in building, plant and equipment. The

New Zealand operation will continue to expand

its XMEMS

®

nanotechnology capacity over the

coming year. In India, construction has commenced

on Rakon India’s new manufacturing facility in

Bengaluru (see page 23). The new operation will,

when complete, significantly enhance Rakon’s

manufacturing capability.

This facility will enable us to significantly increase

our OCXO production capacity and will be one

of the world’s largest and most sophisticated

manufacturing sites for frequency control products.

Rakon process engineers at one of our cleanroom facilities

22

RAKON Annual Report |


FY22

Future-proofing Rakon India
In its new location in the prime aerospace park,

Rakon India will be amongst the world’s leading

aerospace companies. The new operation will

cover 9,755m2 (105,000 square feet), not only

making it 150% larger than the existing sites but

also providing further potential to scale up as we

grow. The integrated nature of the facility will

enable lean manufacturing efficiencies, including

time and cost reduction, reduced material

movement between sites, lower inventories and

an integrated utility plan.

The new R&D and manufacturing centre of

excellence will enhance Rakon’s design and

manufacturing capability, enabling new product

lines to be manufactured. This will accommodate

future growth in Rakon’s core markets.

Importantly, it will also grow Rakon’s presence

within India’s aerospace sector through the

‘Make in India’ programme.

The high quality, economical operating

platform (including a technologically advanced

cleanroom) will allow significantly greater

volumes of products to be produced and

product lifecycles to be extended as they mature.

For example, part of the production of Mercury+

OCXO product range is planned to commence

in FY23, reducing product costs and ensuring

greater longevity. This approach both supports

Rakon’s multiple source manufacturing strategy

and lowers supply risk.

The new facility is planned for completion in

2023, with a comprehensive plan already in place

to enable continuity of supply to customers

through the transition. The facility will enable us

to significantly increase our OCXO production

capacity and is expected to be one of the world’s

largest and most sophisticated manufacturing

sites for frequency control products.

Construction is well underway for Rakon India’s new, world-class manufacturing facility in the aerospace technology hub in

Bengaluru, Karnataka. The new facility will be an integrated centre of manufacturing excellence, future-proofing our Indian

operations and replacing two existing leased Bengaluru sites which the business has outgrown.

23

RAKON Annual Report |


FY 2022


Architectural concept of

completed facility

RAKON Annual Report |

FY 2022


24

Our people

Rakon’s people are our key strength. We value the choice they have made to work with us. We attract high-

calibre talent, invest in their development and create a safe and inclusive environment, focussed on empowering

our people to do their best work while looking after their well-being.

Culture & values

At Rakon, our aim is to provide an environment

where our people are encouraged to be their

authentic self and are able to contribute

meaningfully to Rakon’s goals.

Our culture is built on family values. Our

employees are committed to, and share our

passion around the advancements in the

frequency control environment. At their core our

people share Rakon’s adventurous spirit and our

strong drive to deliver our customers the next

innovative solution. We work hard to ensure our

people are aligned to our purpose and vision,

and that their behaviours are guided in line with

our values of passion, respect, courage,

perseverance and integrity.

The strong engagement of Rakon’s team

members is reflected in our internal surveys

where employees name product, quality,

technology, culture and employee welfare as the

key things they rate most highly about Rakon.

Our values

Passion

Respect

Courage

Perserverance

Integrity

We’re driven by our energy and

excitement to create solutions and new

possibilities.

We’re honest, transparent and strive to

do the right thing by each other and the

planet.

We treat others as we expect to be treated;

we listen, value diverse perspectives and

take nothing for granted.

We’re proactive and challenge the status

quo with a ‘can do’ approach.

We’ve the determination to have another

go and achieve the best outcome as a

team.

Rakon India team

25
RAKON Annual Report |


FY22


Our people

~100032

%

68

%

5

%

153

799.5%

total global

workforce

female


employees

male


employees

voluntary turnover of

our salaried staff

people have worked


for us for 20+ years

lost time injuries

of our worldwide

workforce are double

vaccinated against

Covid-19

Diversity & inclusion

A true multinational organisation, Rakon’s

workforce is spread across 10 countries and

represent 43 different nationalities. We inherently

recognise the importance of diversity and

inclusion in achieving our business objectives,

fulfilling the needs of our customers and creating

a high-performing, values-driven culture.

Our diversity policy outlines our commitment

to a diverse and inclusive working environment

globally. We ensure that the unique strengths and

characteristics of our employees are recognised,

and strive to provide an atmosphere where

all employees feel free to bring their whole

selves to work. Our global talent acquisition

and management programmes, along with our

succession management processes ensure our

ability to attract, develop and retain high calibre

candidates and employees who are aligned to our

culture and values.

Our global team has a varied range of skills,

values, backgrounds, ethnicities and experiences.

This ensures that our workforce reflects the

diverse range of customers we have and the

communities in which we operate.

Learning & development

As a technology pioneer for more than 50 years,

Rakon has always strived to develop and promote

from within and provide meaningful career

opportunities for its employees. This is particularly

important in the current highly competitive skills

environment.

Developing leadership is a continuous focus for

Rakon across all levels of people leadership. We

ensure that our people leaders are developed

through a number of different programmes,

including in-house leadership programmes

delivered around the globe. During the pandemic

we have continued these programmes to ensure

51 people leaders globally had the ability to

continue on their leadership journey.

Every year our global business actively recruits

graduates, with engineering graduates often


starting with us via an internship. This allows

new graduates to sample different parts of the

business, eventually working in an area most

suited to their capabilities. In India, we partner

with technical institutes across the different

states to ensure we have a varied range of skills,

backgrounds and experiences joining our team.

We offer professional development across our

business and continue to expand in this area.

Through our graduate programme, we support

our people where appropriate to continue their

educational qualifications, from bachelors’

degrees through to PhDs and other qualifications.

So far, 26 current employees have achieved

qualifications through this programme, whether

it be an apprenticeship, diploma, bachelors’

degrees, masters or PhD qualification.

Our people
Health, safety and well-being

Rakon is committed to health, safety and

wellness. Established practices promote a safe

and healthy working environment globally to

ensure all our employees keep safe each day.

While each location is compliant with local

health and safety legislation, our areas of focus

remain Covid-19, education & training and safety

improvement opportunities.

Over the year, seven Lost Time Incidents (LTIs)

were recorded (compared to five in FY21)

and 47 incidents were recorded (compared

to 35 in FY21). These higher numbers can be

attributed to a higher number of hours worked

over the year and greater education around

reporting. Critical risk improvement reviews were

conducted, with improvement initiatives being

implemented.

Employee well-being

The well-being and mental health of our

employees has always been a focus for Rakon.

We continue to review and implement new

initiatives designed to promote and improve

employee well-being where appropriate, so that

our people can perform at their best within our

business, their families and community.

These include:

• Flexible working, including a move globally

to hybrid working where employees can

perform some of their roles from home.

At our manufacturing operations, employees

are able to request shift adjustments to

accommodate personal circumstances

• Access for employees to Rakon’s outsourced

Employee Assistance Programme (EAP) or

similar counselling services

• Access to online seminars on well-being,

stress management, boosting mental health

and personal wellness

• Additional special leave to accommodate

effects of Covid-19 on employees and

families

• Regular check-ins from managers to their

team members, and where appropriate,

employee surveys focused on how our

people are doing.

Rakon supply chain employee at work in our

Inward Goods and Dispatch area

26

RAKON Annual Report |


FY22

RAKON Annual Report |

FY22


27

Our people

C ov i d-19

Rakon’s global operations experienced minimal

personnel disruption driven by Covid-19

throughout FY22 despite being subject to

country outbreaks and lockdowns brought about

by the pandemic.

The ability of our people to remain agile and

pivot when necessary to new ways of working

to accommodate the pandemic meant our

manufacturing plants were able to continue with

limited disruptions.

Stringent health and safety measures were

maintained at all locations and hybrid or remote

working was implemented where appropriate.

Whilst our employees had freedom of choice

around vaccinations (provided by Rakon where

applicable), we were pleased to achieve high

double vaccination rates around the world,

including 100% uptake in India and 99% in New

Zealand and elsewhere.

As a manufacturer of essential products, it was

critical to maintain manufacturing operations

wherever possible. A range of measures were

introduced to minimise the risk of site outbreaks,

including reconfiguring shifts to longer hours

per day, but less days per week. Employees

continued to be educated and resourced to

implement strict hygiene standards and were

monitored daily for wellness.

Unfortunately, our employees were not always

able to escape community infection, however,

our flexible shift management and flexible

working arrangements, combined with stringent

health & safety measures, including daily rapid

antigen testing where appropriate, ensured we

were largely able to avoid workplace outbreaks.

It is to the credit of our employees that our

operational output across our manufacturing

sites either met or exceeded their manufacturing

targets, and that at the peak of Covid-19

outbreaks we had less than 10% of employees

off isolating.

In our employee surveys, feedback shows that

our team members have felt well-supported

through the year, with employee welfare being

named in the top three things Rakon does well.

Rakon production team leader Rakon production team leader

at our cleanroom facilitiesat our cleanroom facilities

Our board
Board of Directors with a strong mix of global experience and technology expertise

Keith Oliver

Independent Director

BE (Hons)

Appointed 2017

Keith is a professional

director and business

advisor with an extensive

management, governance

and investment

background in NZ

technology companies

operating in international

markets in Asia, Europe and

the Americas.

He is currently the

Executive Chair of

Blackhawk Tracking

Systems, a director and

business advisor with Alto

Capital and a director

of Wellington Drive

Technologies and vWork.

Keith Watson

Independent Director

NZCE (Telecom); CMI

Appointed 2018

Keith is a professional

director with substantial

governance and leadership

experience in technology

and engineering companies

across Asia Pacific, the

Americas, Central Europe,

UK, Australia and

New Zealand.

He is currently Chair of the

New Zealand Institute of

Economic Research (NZIER)

and a director of Acumen

Trust, Acumen Republic,

Counties Power, ECL Group

and Complete 3D.

He is a Chartered Member

of the Institute of Directors

in New Zealand.

Yin Tang (Tony) Tseng

Non-independent Director

Hon Master NTUST

Appointed 2017

Tony is the current

Chair of Siward Crystal

Technology Co. Limited,

a substantial shareholder

(12.3%) in Rakon.

He has more than 30

years of experience in the

frequency control product

industry, having founded

Siward in 1988 and grown

the company to become

one of the industry’s

global leaders.

Tony is a director of

Securitag Assembly Group

Limited.

Steve Tucker

Independent Director

BMS; FCA; CMInstD

Appointed October 2021

Steve is a professional

director with extensive

governance and

leadership experience in

the technology sector,

including Deputy Chief

Executive of

Gallagher Group.

He is currently Chair of

Gallagher Holdings and

Goodnature, and a director

of HJ Asmuss and Co, Taska

Prosthetics, 5th Element

and Purpose Capital Impact

Fund. He is also Chair of

Caprine Innovations NZ.

Steve is a Chartered

Member of the Institute

of Directors in New

Zealand and a Fellow of

the Institute of Chartered

Accountants.

Sinead Horgan

Independent Director

BComm; MAcc; CMInstD; FCA

Appointed January 2022

Sinead is a business consultant

and professional director

with significant experience

in financial analysis,

strategy development, risk

management and M&A across

Europe, the Americas, Asia,

Australia, and New Zealand.

She is a director and Chair of

the Audit and Risk Committees

of FMG (Farmers Mutual

Group), Bank of China (NZ)

and EcoCentral. She is also a

director or trustee of a number

of other private companies and

not-for-profit organisations.

She is a Chartered Member

of the New Zealand Institute

of Directors and a Fellow of

the Institute of Chartered

Accountants Ireland.

Lorraine Witten

Independent Director

BMS (Hons); CFInstD; FCA

Appointed 2017

Lorraine is a professional

director with extensive

experience in technology

and Information

Communications

Technology (ICT) sectors,

as well as strategy and

entrepreneurship.

She is Chair of Move

Logistics and a director of

Pushpay Holdings, Horizon

Energy Group and vWork.

She is a Chartered Fellow of

the New Zealand Institute

of Directors and a fellow

of Chartered Accountants

Australia and New Zealand

(CAANZ).


Brent Robinson

Executive Director

Hon FIPENZ

Appointed 1991

Brent’s 42 years at Rakon

includes establishing global

operations and markets

and almost 36 years as

Managing Director/CEO.

Brent is an Honorary

Fellow of the Institute of

Professional Engineers New

Zealand and was awarded

the New Zealand Hi-Tech

Trust – Flying Kiwi Award

in 2011.

28

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29
Our executive team

Dr Sinan Altug

Chief Executive Officer

PhD (EE); MBA; MSc (EE); BSc(EE)

Sinan joined Rakon in 2002 and

become CEO in April 2022. Prior

to this, he was COO where he led

the company’s global operations

to sustainably and profitably

meet increasing customer

demand, delivery and quality

requirements.

Sinan has previously been

Managing Director of Rakon’s

European businesses based in

France, and Global Business

Development Director based in

the US. Prior to joining Rakon

Sinan held various management

positions in the frequency control

product industry, including

Director of European Operations

for Champion Technologies.

An experienced team with deep industry and functional experience

Anand Rambhai

Chief Financial Officer

CA, BCom

Anand joined Rakon in January

2012 and was appointed CFO in

November 2018. He brings strong

leadership, commercial skills and

in-depth business knowledge

to the company. As CFO he is

responsible for Rakon’s finance,

information systems and investor

relations functions.

Anand’s previous experience

includes financial and

management roles with

organisations including Sony,

British Telecom and Deloitte.

Anand is a member of Chartered

Accountants Australia and New

Zealand (CAANZ).

Brent Robinson

Chief Technology Officer

Hon FIPENZ

Brent has been with Rakon since

1979. As Chief Technology Officer,

Brent oversees Rakon’s technology

development and innovation.

He has 42 years’ experience in

the design and manufacture of

crystals and oscillators, and has

included leading the development

of Rakon’s leading products and

technologies.

Brent was Managing Director

and Chief Executive Officer for

almost 36 years, until April 2022.

Under Brent’s leadership, Rakon

has grown into a global company

and recognised leader in the

frequency control product industry.

Darren Robinson

Chief Marketing Officer

Dip Export Marketing

Darren has led Rakon’s sales and

marketing function since 1990

and has been instrumental in the

company’s expansion into new

markets, its commercialisation

of new applications and its

development of business

relationships with many Fortune

500 companies.

Through his in-depth

understanding of Rakon’s

markets, Darren also plays an

integral role in steering the

company’s R&D efforts, guiding

product development teams

to develop solutions and meet

new requirements in emerging

applications and solving

customer problems.

Margo Thomas

General Manager

Global People and Capability

BA, PGDip, DipTchg, PGCertC

Margo joined Rakon in January

2016 and is responsible for

Rakon’s Human Resources (HR)

strategy, policies and processes,

including organisational

alignment, talent acquisition,

leadership development, change

management, employment relations

and health and safety.

Prior to this, Margo was

General Manager of People and

Capability New Zealand. She has

more than 20 years’ experience

working in HR including senior HR

positions in a range of industries

with Crowe Horwath, Spark,

Westpac and New Zealand Post.

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Our executive team
Scott Stemper

Global Quality Manager

BSc (EE)

Scott joined Rakon in January 2015.

He leads the development and

improvement of quality processes and

systems to enhance Rakon’s drive to

be the leading provider of world-class

frequency control products.

Scott’s background includes ten

years as Global Quality Manager with

Raltron Electronics Corporation and

20 years with CTS Frequency Controls

in oscillator product engineering and

quality management roles.

He has also held senior quality

management positions with L3

Technologies and D&S Consultants

Incorporated.

Scott is a member of the of the

American Society for Quality (ASQ).


Borja Thomas Schuhmacher

Head of Global Product Management

BEng (Elec), BEng (Telecom)

Thomas joined Rakon in April 2015 and is

currently responsible for overseeing the

profitable and sustainable management

of the company’s product offerings.

He has more than ten years’ experience

in the electronics sector, and former

Rakon positions include Head of Product

Management New Zealand and Senior

Product Line Manager.

Prior to joining Rakon, Thomas was

a Product Line Manager for Nexans

(formerly Alcatel) in France, leading the

launch of two new product lines for the

smart grid and electric vehicle markets.

Thomas has also held product

consultancy roles in France and began his

career as an R&D Engineer in the UK.

Dr Roy Cann

Head of Global Engineering

PhD (EE), BSc (Eng Science) 1st class Honours,

C.Eng (UK), MIET, DIC

Roy joined Rakon in May 2018 and is

responsible for driving new product

developments and leveraging the benefits

of a collaborative global R&D team.

Prior to joining Rakon, Roy was Electronic

Controls Design Manager at Fisher and

Paykel Technologies, where he was

responsible for the design and supply

chain management of high volume

microprocessor-based motor controllers

across New Zealand and China.

Previous roles include Engineering

Director at Trimble, plus other senior roles

with multi-site responsibilities, including

positions with Avery Weightronix (UK),

Rolls-Royce Aerospace (UK), Meissner

Power Systems (South Africa), and

Connetics (NZ).

Roy is a member of the Institution of

Engineering and Technology (MIET).

Maureen Shaddick

Company Secretary

LLB, BA

Maureen joined Rakon in

November 2018 and provides legal,

company secretarial and regulatory

advice and support. She has more

than 25 years’ experience as a

commercial lawyer and governance

adviser in private practice,

corporates and not-for-profit

organisations in New Zealand,

London and Dubai.

Maureen was the General Counsel

and Company Secretary of Genesis

Energy from 2003 to 2016. She

is the Chair of Cancer Research

Trust New Zealand and has been

a Trustee since 2003. She has also

held a number of other not-for-

profit governance roles.

Arun Parasnis

Managing Director, Rakon India

BEng (Elects & Comm); CPIM (APICS)

PGDip IB; PGDip Strategy

Arun joined Rakon in October 2018 and

is responsible for overseeing all business

functions at Rakon India.

He has more than 30 years experience

in the electronics industry, overseeing

a range of functions including

engineering, operations, business

development and profit and loss

management. His electronics experience

includes electronic components,

consumer electronics and Electronics

Manufacturing Services (EMS).

Prior to joining Rakon, Arun was the Vice

President of Cyient. He has also held

senior positions at Radiall India, Jabil

Circuit India and Vishay Components

India (formerly the Philips Electronics

Passive Components division).

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Environment, social and governance

Last year we began our journey to adopt a formal framework for Environmental, Social and Governance (ESG) reporting.

Our first step has been to identify our most material ESG topics, and from this we will create a sustainability strategy and reporting roadmap.

Materiality assessment

Our materiality assessment sought to identify

the most important sustainability aspects for

Rakon to measure, manage and report on.

This assessment entailed a desktop review of

internal and external input information, including

current trends, peer analysis, media reports

and reporting frameworks along with internal

policy, procedure and reporting documentation.

The assessment also involved stakeholder

engagement, including representatives of

institutional and other investors, potential

investors, senior management and other staff to

determine our material ESG topics.

The outputs of this work are illustrated here. The

materiality matrix graph summarises the relative

importance ratings of each ESG related topic to

our external and internal stakeholders and the

table of key material issues that follows on page

32 describes the most important ESG topics to

Rakon.

ESG framework

Results of materiality assessment

Most material topics

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Our key material issues

The table on this page summarises and

defines the most material ESG-related topics

for Rakon which have been distilled from the

initial long list identified during the review and

engagement process.

ESG framework

These findings were not a surprise to us and

are aligned with where we have been focusing

our efforts to improve our sustainability and

manage our risks. The following pages 33–35

provide examples of the past year’s initiatives to

improve our sustainability.

TopicSub-topicsDefinition

Environment

Sustainable products• Sustainable materials and product design

• Waste and circularity

• Decarbonisation (scope 3)

Minimising the negative impact of our products and embracing innovation to

positively impact the environment.

Sustainable operations• Waste and hazardous material management

• Water management

• Decarbonisation (scope 1 and 2)

• Climate adaptation and resiliency

Sustainable and efficient use and protection of resources in the operating

processes, particularly manufacturing. Adapting to the physical impacts of

climate change to maintain a resilient business model.

Social

Ethical supply chain• Responsible sourcing of materials

• Modern slavery

• Responsible selling of products

Ethical sourcing of raw materials, especially in relation to conflict minerals,

and labour, particularly in partner manufacturing plants outside New Zealand

where labour laws are less stringent. Ensuring sales of products that may have

a military end use comply with international humanitarian law and trade laws.

An engaged, healthy, diverse

and capable workforce

• Employee health, safety and well-being

• Employee engagement and growth

• Diversity and inclusion

Cultivating a strong, healthy workplace culture that attracts, engages and

develops high performing teams that embrace diversity of thought.

Governance

Risk management• Risk management

• Disclosure

• Compliance to legal and regulatory

requirements

Maintaining robust risk management processes.

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Our sustainability strategy will detail:

• Rakon’s vision for sustainability and how it

connects to our broader business strategy

• Rakon’s material sustainability topics, as well

as descriptions of how they affect, and are

affected by, our operations

• Rakon’s sustainability goals, objectives and

commitments.

Our sustainability strategy will include the

following key areas where Rakon has existing

initiatives in place:

• Reducing waste to landfill and committing to

a waste reduction target

• Reducing greenhouse gas (GHG) emissions

and committing to a GHG intensity reduction

target

• Improved visibility and management both up

and down the supply chain and commitments

relating to these

• Maintaining low rates of workplace injury and

committing to a target

• Maintaining high levels of employee

engagement and committing to a targeted

response rate to the employee engagement

survey.

Our reporting roadmap will outline key steps

towards mature sustainability reporting. Tasks

related to filling any climate change (TCFD)

disclosure gaps will be prioritised in preparation

for mandatory reporting from FY23.

Taskforce on Climate-related Financial

Disclosures (TCFD) disclosures

Rakon recognises that by improving transparency

and revealing climate-related information within

financial markets, our financial decision-making

will become more resilient, and climate change

risks and other financial risks better managed.

As a first step, we have undertaken a TCFD gap

analysis to determine Rakon’s current readiness

to be able to make disclosures in accordance with

the TCFD recommendations by FY23.



Next year’s annual report will include our

approach to climate-related risks and

opportunities: how they affect Rakon, and how

Rakon’s operations affect climate change. We will

also have benchmarked and tracked meaningful

metrics against our most material impacts.

Supply chain visibility

Rakon recognises that visibility of labour

practices, sources of materials and end use of

products are important issues for many of our

stakeholders including suppliers, customers,

investors, employees and regulators. In addition

to addressing these matters in our supplier and

broader Business Code of Conduct, Rakon’s Trade

Compliance Policy requires compliance with trade

laws, which typically regulate imports, exports,

trade sanctions and boycotts.

Rakon’s products are used in a wide range of

applications in many different industries and

market sectors. With customers in the defence

industry, we are particularly focused on ensuring

we comply with rules designed to control the

export of goods that may have a military end use

(including in weapons) in all the countries where

we do business.

Rakon’s Trade Compliance Policy requires

compliance with export controls and

restrictions in each of the countries it designs

and manufactures products within; including

application for export permits or licences. Our

Trade Compliance Policy states that we will not

sell products which could be used in weapons

of mass destruction (or their means of delivery);

or in cluster munitions or for terrorist activity.

Further, Rakon must undertake customer due

diligence when it is aware products may be

purchased for a military end use.

Rakon has a comprehensive compliance

framework in place including: staff training,

business management system protocols and

senior management oversight and escalations.

Compliance assurance reporting is required by

the Board bi-annually.

In accordance with our ongoing commitment to sustainability, we will build on these material topics to develop a sustainability

strategy and reporting roadmap over the next few months.

ESG framework

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Our EMS strives to deliver continuous

environmental improvement and maintain

business excellence. Across our facilities we seek

to:

• minimise waste, as well as treat it to

prevent pollution

• be efficient in the use of energy and

natural resources

• create environmentally friendly

products and technologies.

We have been reporting to CDP (formerly known

as the Carbon Disclosure Project) since 2010. The

information we measure and provide across our

global operations includes refrigerant use and

the consumption of carbon dioxide, electricity,

fuel and natural gas.

In New Zealand, our EMS is reviewed on an

ongoing basis following the Plan-Do-Check-

Act methodology. This includes establishing

objectives, implementing processes, monitoring

and measuring against environmental policy,

targets and legal requirements and then

reporting results. Actions are taken to improve

the performance of the EMS in a continuous

improvement approach, and our staff are invited

to provide input into the review process. Our

EMS targets are based on the last 2 years

of data.

Our New Zealand focus continues to be on

reducing waste and pollution, reducing water,

electricity and CO2 emissions, and reducing

hazardous materials on site. For example an

initiative to replace lights with LED panels and

sensor lighting is now 90% complete and energy

consumption has reduced by 6% over the last 2

years. Water consumption has reduced by 20%

based on litre per part produced since 2020.

At Rakon India we obtained our ISO14001

recertification during the year with zero non-

compliances. Improvements included reducing

consumption of the compounds Acetone and

Stycast in production, as well as eliminating the

use of the chemical Galden through installing a

new machine which is operated by electricity to

perform leak testing.

A new initiative is also planned for FY23 in India

to put a new solvent recycling machine into

production. The recycling process separates the

original solvent from waste materials picked up

during its use, then recondenses it for reuse.

Trials of the new machine are in progress and

we have seen 90% of the used solvent being

recovered.

In France, through the tremendous efforts of

the engineering team, we have been reducing

products classed as ‘REACH’ (Registration,

Evaluation, Authorisation and Restriction

of Chemical Substance) throughout our

manufacturing processes. We have also almost

completed the replacement of lights at our sites

with LED lighting where possible.

Rakon is ISO14001 certified at our manufacturing facilities in New Zealand and India. This standard sets out the requirements

for our Environmental Management System (EMS).

Improving our environmental footprint

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In India, our Rakon team has donated to Swami

Vivekananda Youth Movement (SVYM) and

provided palliative care services for 148 patients

living with or dying from advanced progressive

illness such as cancer, paralysis, kidney failure,

cerebral palsy and severe neurological disorders.

We also helped fund an athletics day at a local

polytechnic college for electrical engineering

students in the Bengaluru area, as well as

providing career opportunities for graduates.

In France, we participate in a government

initiative to support engineering students

by offering intern programmes and financial

assistance with their studies. This creates

a win-win by creating opportunities for

financially disadvantaged students to pursue an

engineering career as well as broadening the

pool of talent available for high tech companies

such as Rakon.

Our Research and Development centre in the

United Kingdom, has for the past five years,

assisted a charity radio station at the nearby

Princess Alexandra hospital through advertising

support.

In New Zealand, we support young people

studying engineering by providing two

scholarships annually to Auckland University’s

Engineering school.

We have also built connections with a range of

New Zealand charities that improve well-being

and quality of life with a focus on our tamariki

(next generation). Over the past year, we have

donated to Radio Lollipop, Koru Care, Special

Children’s Christmas Party, Kidney Kids NZ, the

New Zealand Down Syndrome Association, the

Rotary Club of Newmarket, Burn Support Group

Charitable Trust, Remuera Lions Club Charitable

Trust and the Auckland Rescue Helicopter Trust.

As a global employer, Rakon aims to actively and positively contribute to the communities where it operates.

Over the past year we have supported a range of initiatives that improve well-being or assist with education and career prospects.

Making positive social contributions

Rakon India is a supporter of SVYM

(here and above)

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Corporate governance

The Board of Rakon Limited is committed to conducting business in the right way and maintaining the highest standards of corporate behaviour and accountability.

The Board regularly reviews Rakon’s corporate governance framework and supports best practice reporting.

Code of ethical behaviour


We are committed to ensuring the

highest standards of honesty and

integrity are maintained by our

Directors, employees, suppliers,

contractors and consultants, in all

activities conducted by, or in the

interests of, Rakon

.

Corporate policies, guidelines, procedures and

practices address how we support our people,

respect communities, act in the interests of our

investors, conduct our business and protect the

environment. This includes our requirements in

relation to health, safety and well-being, and

ethical behaviour,

Ethical standards and guiding principles are

set out in our

Business Code of Conduct.

The high standards of honesty, integrity and

ethical conduct which Directors are required to

maintain, are also set out in the

Board Charter

which is regularly reviewed by the Board.

The Board confirms that in the year to 31 March

2022, the company’s corporate governance

practices complied with the recommendations

in the NZX Corporate Governance Code, 10

December 2020 (NZX Code).

The governance information in this Annual

Report is current as at May 2022 and has been

approved by the Board.

Rakon is listed on the NZX Main Board and is

subject to regulatory control and monitoring

by both the NZX and the Financial Markets

Authority (FMA).

Rakon’s Business Code of Conduct sets out

expectations of ourselves and our suppliers, of

how we operate and do business. It includes

respect for, and compliance with, all laws in the

countries in which we operate and universally

recognised standards for the environment,

human rights, labour and ethics.

Rakon has processes in place to ensure all new

and existing employees have awareness and

understanding of the Business Code of Conduct

and other company policies. These include an

Employee Handbook which is regularly reviewed

and updated and is available on the in-house

portal, along with all human resources and

governance policies and procedures. Training

sessions with managers and team leaders

ensure they are well equipped to guide and

support their teams. Rakon continues to work

on improving its processes for promoting

awareness and for receiving assurance of

understanding and compliance.

The Business Code of Conduct requires

Directors and employees to promptly report

material breaches of the Code. Rakon’s

Protected

Disclosure (whistleblowing) Policy

supports

the expectation that employees should report

breaches of the Business Code of Conduct

and policies, as well as other wrongdoing or

suspected wrongdoing. The policy provides a

framework and process for safe reporting and

is accessible by all employees on the in-house

portal.

Rakon’s Financial Product Trading Policy

addresses the risk of insider trading in Rakon

securities by Directors and employees. Additional

trading restrictions apply to Restricted Persons

as defined in the policy, including Directors and

certain employees.

Details of Directors’ shareholdings as at 31

March 2022 are set out in the Shareholder

Information section on page 98. The policy is

also available on the in-house portal and notices

about restricted trading periods and reminders

about the rules regarding financial product

trading and related policies are provided to

employees.

The key corporate governance

documents, charters and policies

referred to in this report are available

on Rakon’s website at:

www.rakon/investors/corporate-governance

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Board composition and performance

The Board is ultimately responsible for

Rakon’s strategic direction and oversight

of Rakon’s management, with the aim

of increasing shareholder value and

ensuring the company’s obligations are

met.


The Board operates under a written charter

which sets out the structure of the Board and the

procedures for the nomination, resignation and

removal of Directors; and outlines the respective

responsibilities and roles of the Directors and

management. It also identifies procedures to

ensure that the Board meets regularly, conducts

its meetings in an efficient and effective manner

and that Directors are fully empowered to

perform their duties and to fully participate in

meetings of the Board.

Rakon’s day-to-day management and operation

is delegated by the Board to the senior

management team under the leadership of the

Combined board experience

Enterprise leadership

Industry technology

Listed corporate

governance

Finance audit & risk

MarketingManufacturing

M&AInternational

Corporate governance

Chief Executive Officer. This delegation and

further sub-delegation is subject to financial

controls and limitations advised from time to

time as set out in detailed Delegated Authorities

Schedules.

In discharging their duties, Directors have direct

access to, and may rely upon, Rakon’s senior

management and external advisers.

Directors have the right, with the approval of

the Chair or by resolution of the Board, to seek

independent legal or financial advice at the

company’s expense to assist them in the proper

performance of their duties.

While the appointment of new Directors is the

responsibility of the whole Board, the

People

Committee Charter

outlines the Committee’s

particular duties and responsibilities in relation

to the selection and appointment of new

Directors and succession planning.

The People Committee is responsible for

identifying and recommending candidates for

the role of Director, taking into account such

factors as it deems appropriate, including

tenure, capability, skill sets, experience, diversity,

qualifications, judgement and the ability to work

with other Directors.

The Board recognises a skills matrix can assist

with identifying and assessing existing Directors’

skills and competencies as well as new skills and

competencies which may be needed to meet

Rakon’s future governance requirements. The

skills and experience the Board has determined

are important to Rakon’s strategic direction and

those collectively held by the current Directors

are shown on this page.

The number of elected Directors and the

procedure for their appointment, retirement and

re-election at annual meetings are set out in

Rakon’s Constitution and the NZX Listing Rules.

All Directors, including any executive Director

must retire by rotation and if eligible, may stand

for re-election at the third annual meeting, or

three years after their last election, whichever

is longer. Any Director appointed since the

previous annual meeting must also retire and is

eligible for election.

All new Directors enter into a written agreement

with the company in the form of a letter of

appointment. The letter sets out the key terms

and conditions of their appointment. The letter

addresses tenure, duties and responsibilities and

requirements outlined in relevant legislation, the

NZX Listing Rules, Rakon’s Constitution and the

Board Charter and is supported by general rules

and practice.

The key corporate governance

documents, charters and policies

referred to in this report are available

on Rakon’s website at:

www.rakon/investors/corporate-governance

Information about each of Rakon’s Directors is
available on the Rakon website and on page 28.

The company maintains an interests’ register and

particulars of the entries made in the interests’

register during the year ended 31 March 2022 in

relation to Directors’ interests are disclosed in

the Shareholder Information section on Pages

99–101.

Board Audit & Risk

Committee

People

Committee

Total number of meetings held1155

Bruce Irvine1155

Keith Oliver11–5

Brent Robinson1055

Lorraine Witten1155

Roger Yao: Observer for Yin Tang Tseng

1

11––

Keith Watson115–

Steve Tucker

2

52

Sinead Horgan

3

21

1

Roger Yao is an observer for Director Yin Tang (Tony) Tseng, with the consent of the Board, in June 2017. Tony is the current

Chair of Siward Crystal Technology Co. Limited, a substantial shareholder (12.3%) in Rakon and is actively involved in the

governance of Rakon.

2

Steve Tucker was appointed to the Board with effect from 1 October 2021

3

Sinead Horgan was appointed to the Board with effect from 25 January 2022

Corporate governance

Image for here?

Board meetings and attendance

The Board meets as often as it deems

neccessary, including sessions to review the

company’s performance against agreed plans,

and to consider the Rakon’s strategic direction

and forward-looking business plans. Video and/

or phone conferences are used as required

including to accommodate the restrictions on

face-to-face meetings due to Covid-19.

The table below sets out Directors’ attendances

at the Board, Audit and Risk Committee and the

People Committee meetings during the year

ended 31 March 2022. In total, there were 11

Board meetings, five Audit and Risk Committee

meetings and five People Committee meetings.

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The key corporate governance

documents, charters and policies

referred to in this report are available

on Rakon’s website at:

www.rakon/investors/corporate-governance

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Diversity

At Rakon we recognise the value of diversity

of thinking and skills in our recruitment,

management and governance practices, and

we seek to create inclusive work environments

where all our people are valued and respected.

We recognise diversity means one or more of a

number of different characteristics and factors,

including but not limited to: gender, ethnic

background, religion, age, marital status, culture,

disability, economic background, education,

language, physical appearance and sexual

orientation. In building our teams we consider

the different backgrounds, communication

styles, life-skills and interpersonal skills of

Directors and employees to be valuable in

creating successful teams.

Rakon’s

Diversity and Inclusion Policy requires

Rakon to set objectives for measuring and

promoting diversity and inclusion within the

company. Progress on these objectives is

required to be monitored and assessed by

the People Committee and the Board at least

annually.

The Board has set two key diversity and inclusion

objectives which were continued through

FY22, aimed at reflecting the undertakings and

intentions of the Diversity and Inclusion Policy in

Rakon’s planning, recruitment and remuneration

practices:

• Ensure succession plans for critical business

roles are aligned to Rakon’s Diversity and

Inclusion Policy and represent the diversity in

the Rakon business; and

• Collect and analyse data based on gender

with a view to designing and implementing a

three-to-five-year plan to achieve gender pay

equality.

In setting these objectives, we have recognised

that alignment with our Diversity and Inclusion

Policy needs to be addressed in the ongoing

development of succession plans for critical

business roles, and that gender pay equality

is a key indicator of a diverse and inclusive

organisation. Rakon gender data across all of

its global operations is recorded in the People

section on page 25.

As at 31 March 2022, women represented 25%

(FY21: 16.7%) of Rakon’s Directors and 22%

(FY21: 22%) of Rakon’s Officers (as defined

in NZX Listing Rule 3.8.1(c)). A quantitative

breakdown of the number of male and female

Directors and the number of male and female

Officers as at 31 March 2022 and as at 31 March

2021 is set out in the table on this page.


In the table the Chief Technology Officer, who

was the Managing Director and Chief Executive

Officer, is included as a Director. Officers are the

other direct reports of the Chief Executive Officer

having key functional responsibilities.

With effect from 1 April 2022 and the resignation

of Director and Chair Bruce Irvine, the total number

of Directors reduced to seven and accordingly the

percentage of Directors who are women is ~29%.

Also, with effect from 1 April 2022, the Managing

Director position held by Brent Robinson, ceased and

he became Chief Technology Officer while remaining

an Executive Director and accordingly, will continue

to be counted as a Director for the purposes of the

diversity statistics.

Date of

determination

31 March

2022

31 March

2021

Directors

Females225%116.7%

Males6 75%583.3%

Officers

Females222%222%

Males7 78%7 78%

Corporate governance

The key corporate governance

documents, charters and policies

referred to in this report are available

on Rakon’s website at:

www.rakon/investors/corporate-governance

Director development
All Directors are encouraged to undertake

appropriate training and education to build

on their governance and directorship skills.

Appropriate training and education includes:

attending presentations on changes in

governance, legal and regulatory frameworks;

attending technical and professional

development courses; and attending

presentations from industry experts and key

Rakon advisers. Senior management provide

updates to the Board on relevant industry and

company issues. A number of Rakon’s Directors

are chartered members of the New Zealand

Institute of Directors.

Board, committee and director evaluation

The Board Charter requires the Board to

regularly consider individual and collective

performance, together with the skill sets, training

and development and succession planning

required to govern the business. In FY22 the

Board’s key focus was succession planning,

which took into account previous Director

and Board performance evaluation exercises

Corporate governance

undertaken by the Board as a group, and on a

one-on-one basis. The Board engaged to discuss

the attributes, skills and experience required

from Directors for the good governance of the

company and its strategic direction.

The charters of the Board’s Committees also

require the Committees to undertake a self-

review process, including receiving feedback

from the Board as a whole and reporting to

the Board on the outcome of the reviews.

Review and evaluation checklists are used by

each Committee for the review and evaluation

exercise.

Independence

The Board currently comprises seven Directors:

six non-executive Directors, and one executive

Director. The executive Director was the

Managing Director and Chief Executive Officer

until 31 March 2022 and now holds the position

of Chief Technology Officer. In order for a

Director to be independent, the Board has

determined, among other things, they must

not be an executive of Rakon and must have no

disqualifying relationships. The Board records

guidance for determining independence in its

Charter and follows the guidelines in the NZX

Listing Rules.

By reference to this guidance, the Board

considers that as at 1 April 2022, a majority (five)

of the Directors are independent of the company,

and do not have any interests, positions,

associations or relationships which might

interfere, or might be seen to interfere, with

their ability to bring independent judgement

to the issues before the Board. It accordingly

confirms: Lorraine Witten (Chair), Keith Oliver,

Keith Watson, Steve Tucker and Sinead Horgan

are independent; and Brent Robinson and Tony

Tseng are not independent.

The Board recognises that from time to time it

is appropriate for the Board to confer without

executive Directors or other senior management

present, and for there to be separate meetings of

independent Directors.

The Chair of Rakon is an independent Director.

While the Board Charter does not require the

chair of the Board to be an independent Director,

if the Directors appoint a fellow Director as

Chair who is not independent, then they are

required to disclose this fact in the company’s

annual report, along with reasons justifying such

a decision. The Rakon Board Charter records

the Board’s intention that the Chair and the

Managing Director or Chief Executive Officer

shall not be the same person.

40

RAKON Annual Report |


FY22


The key corporate governance

documents, charters and policies

referred to in this report are available

on Rakon’s website at:

www.rakon/investors/corporate-governance

41
RAKON Annual Report |


FY22


Committees

Audit and Risk CommitteePeople Committee

Membership

From 1 April 2022:

• Sinead Horgan (Chair)

• Lorraine Witten

• Steve Tucker

From 1 April 2022:

• Keith Oliver (Chair)

• Lorraine Witten

• Keith Watson

To 31 March 2022: Lorraine Witten (Chair), Bruce Irvine, Keith Watson,

Steve Tucker, Sinead Horgan

To 31 March 2022: Keith Oliver (Chair), Bruce Irvine, Lorraine Witten

Purpose

Ensure oversight of all matters related to Rakon’s financial accounting and

reporting, monitoring the processes undertaken by external auditors and

internal audit activity, operational risk management and compliance with

all financial corporate governance requirements. Duties and responsibilities

include:

• Review of consolidated financial statements

• Oversight of compliance with financial reporting rules and accounting

policies

• Review of performance of the external auditor and their appointment and

removal if required

• Oversight of the adequacy and effectiveness of internal controls

• Review of internal control procedures, risk management framework and

operational risk management, including insurance

• Regularly meet external auditor without management present.

Assist the Board in establishing coherent human resources, remuneration

and Director nomination policies and practices, to support the successful

management of Rakon. Duties and responsibilities include:

• Review of human resources strategy, organisational structure and

management succession planning

• Review of employee incentive schemes, remuneration for the Chief

Executive, senior management and Directors

• Oversight of compliance with human resources and health and safety

legislation

• Oversight of Director succession planning, selection, appointment and

evaluation

• Review of induction and training programmes for new and existing

Directors.

Corporate governance

The Board has delegated certain

activities to committees to assist in the

execution of its responsibilities. The

current committees of the Board are

the Audit and Risk Committee and the

People Committee (Committees).

The Committees meet as required and have terms

of reference (charters), which are approved and

regularly reviewed by the Board, and are available

on Rakon’s website.

The Committees review and analyse policies

and strategies, which are within their terms of

reference. They examine reports, information

and proposals and, where appropriate, make

recommendations to the full Board. Committees

do not take action or make decisions on behalf

of the Board unless specifically mandated by

prior authorisation from the Board to do so.

All members of the Board receive the minutes

of each Committee meeting and all Directors

are entitled to attend any Committee meeting.

In pursuing its duties and responsibilities,

each Committee is empowered to seek any

information it requires from employees and to

obtain independent legal or other professional

advice. Each Committee is required to report to

the Board after each meeting of the Committee.

The key corporate governance

documents, charters and policies

referred to in this report are available

on Rakon’s website at:

www.rakon/investors/corporate-governance

42
RAKON Annual Report |


FY22


Corporate governance

The Audit and Risk Committee’s Charter provides

that the Committee must be comprised solely

of Directors of Rakon, have a minimum of three

members, have a majority of independent

Directors and have at least one Director with an

accounting or financial background. The Chair of

the Audit and Risk Committee is not the Chair of

the Board and all three of the current members

are independent Directors and have accounting

and financial backgrounds.

The People Committee’s work plan reflects

duties and responsibilities that would otherwise

be covered by separate remuneration and

nomination committees. This approach is

sensible from an administrative and resourcing

perspective and facilitates regular oversight of

both remuneration and nomination matters

through the year. Currently Rakon health and

safety matters are the responsibility of the full

Board with oversight of legislative compliance

and policy by the People Committee.

Management may attend Committee meetings

at the invitation of the Committee Chairs.

Other committees

The Board Charter specifically requires the Board

to assess regularly whether there is a need for

any further standing committees and the Board

acknowledges that any committee established

should operate under a written charter. From

time to time, special purpose committees may be

formed to review and monitor specific projects

with senior management.

Takeover response guidance

Rakon has not developed a specific policy

governing the Board’s response to a takeover

situation. Current legal advice on process that

should be followed in the event of a takeover

offer is readily accessible by Directors in their

online Resource Centre. In the case of a takeover

offer, Rakon will form an Independent Takeover

Committee to oversee disclosure and response,

and engage expert legal and financial advisers to

provide advice on procedure.

Reporting and disclosure

Rakon’s Directors are committed to

keeping investors and the market

informed of all material information

about the company and its performance,

in a timely manner.

Continuous disclosure

Rakon has a

Continuous Disclosure Policy to

ensure that material information is identified,

reported, assessed and disclosed promptly

and without delay to the market. This policy is

regularly reviewed and circulated to Directors

and employees, along with further guidance

on the application of the policy and additional

reminders. Continuous disclosure is a standing

agenda item for each Board meeting for formal

consideration as to whether there is any relevant

material information that should be disclosed to

the market. In addition to all information required

by law, Rakon also seeks to provide

sufficient meaningful information, including

financial and non-financial information, to ensure

stakeholders and investors are well-informed of

all material information.

Financial information

Our business teams are responsible for

implementing and maintaining the appropriate

accounting and financial reporting principles,

policies and internal controls designed to ensure

compliance with accounting standards and

applicable laws and regulations.

The Audit and Risk Committee oversees the

quality and integrity of external financial

reporting, including the accuracy, completeness,

clarity, balance and timeliness of financial

statements. It reviews Rakon’s full and

half-year financial statements and makes

recommendations to the Board concerning

accounting policies, areas of judgement,

compliance with accounting standards, stock

exchange and legal requirements, and the results

of the external audit.

All matters required to be addressed, and for

which the Committee has responsibility, were

addressed for the reporting period ended 31

March 2022.

For the financial year ended 31 March 2022, the

Directors believe that proper accounting records

have been kept which enable, with reasonable

accuracy, the determination of the financial

position of the company and compliance of the

financial statements with the Financial Markets

Conduct Act 2013.

The Chief Executive Officer and Chief Financial

Officer have confirmed in writing to the Board

that Rakon’s external financial reports present

a true and fair view of the company’s financial

position in all material aspects.

Rakon’s full and half-year financial statements

for the current year and the past seven years are

available on our website.

The key corporate governance

documents, charters and policies

referred to in this report are available

on Rakon’s website at:

www.rakon/investors/corporate-governance

Non-financial information
This year for the first time, we combined non-

financial reporting into the Annual Report,

recognising the interdependence of financial

and non-financial matters to the long-term

sustainability of the business. During FY22

Rakon initiated a formal process to understand

Environmental, Social and Governance (ESG)

priorities including input from stakeholders

as we build our formal framework for mature

sustainability reporting. For further information

see pages 31–33.

Remuneration

Rakon applies a fair and equitable

approach to remuneration having regard

to the financial position of the company

and the external environment.

For full information please refer the

Remuneration section at page 96.

Corporate governance

Risk management

Rakon is committed to the identification,

monitoring and management of

material financial and non-financial risks

associated with all its business activities

in the interests of all of its stakeholders.

The Board has overall responsibility for Rakon’s

system of risk management and internal control

and delegates day-to-day management of risk

to the Chief Executive Officer. The Audit and

Risk Committee provides additional and more

specialised oversight of the company’s risks to

support the Board’s oversight.

As recorded in the Audit and Risk Committee’s

Charter, the Board delegates specific

responsibilities to the Committee in regard

to risk assurance. The Committee’s work plan

and meeting schedule provide dedicated time

for review of the company’s risk management

framework, financial risks, operational risk

registers and review of the company’s risk

appetite. The Committee is required to report its

findings to the full Board.

The Board maintains a strategic risk register

which is required to be reviewed and updated

as required at each meeting. The Board and

management are focused on the continuous

improvement and effectiveness of Rakon’s risk

management framework.

Managers are required to regularly review the

key risks in their areas of responsibility and to

assess, rate, control, mitigate or monitor such

risks. Key operational, quality management

system, environmental management system,

business continuity, project and strategic

risks are required to be reviewed by the

senior management team to assess whether

appropriate risk management actions are being

taken, and the key risks are reported to the

Audit and Risk Committee and Board for further

oversight.

43

RAKON Annual Report |


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The key corporate governance

documents, charters and policies

referred to in this report are available

on Rakon’s website at:

www.rakon/investors/corporate-governance

44
RAKON Annual Report |


FY22


IssueRisk Description Controls and Mitigation

Health, Safety and Well-beingEmployee workplace accidents and illness Rakon maintains a global focus on health, safety and well-being

through policy, practices and management. Information on the

management of health, safety and well-being across Rakon’s global

operations is provided regularly to the Board including incident

reporting and critical risks.

Product QualityDefects in product causing losses or damage to custom-

ers or public

Rakon maintains global quality management system (ISO certified)

at manufacturing sites in New Zealand, France and India, and strong

cultural focus on quality.

Intellectual Property and Technology Disruption Third party assertion of intellectual property rights and

competing technology

Rakon maintains a significant investment in R&D and a strong

cultural focus on technology leadership in the frequency control

product industry and management of its patent portfolio.

Business ContinuityCatastrophic events and supply chain disruptionRakon maintains business continuity protocols and manages and

maintains its focus on dual sourcing and inventory management,

dual manufacturing capability and Plan B business management

system arrangements.

Access to MarketsGeo-political issues affecting suppliers of parts and salesRakon maintains diversification of global suppliers, product lines,

customers and operating locations.

Cyber SecurityCyber-attack or data breachRakon maintains a continuous improvement process including

policies, practices and control mechanisms to protect personal and

customer and business information and address risk of cyber attacks

and data breaches.

Health, safety and well-being

Health, safety and well-being matters are the

responsibility of the full Board, with oversight of

policy and legislative compliance by the People

Committee. The Board recognises that effective

management of employee health, safety and

well-being is essential for the operation of a

successful business, and to prevent harm and

promote well-being for employees, contractors

and customers.

The Board is responsible for governance and

oversight of Rakon’s health and safety framework.

This includes ensuring that the systems used

to identify and manage health and safety risks

foster an effective health and safety culture, set

clear expectations, are fit for purpose, and are

effectively implemented, properly resourced,

regularly reviewed and continuously improved.

Rakon continues to review its health and safety

policy and practices to achieve consistency of

behaviour, processes and expectations across its

global businesses.

Corporate governance

Key risks

Climate-related risks

Rakon documents, scores and manages

operational climate-related risks

through its ISO14001 Environmental

Management System processes.

Rakon recognises the importance of fully

integrating its climate related risk assessment

processes into its risk management framework,

ensuring management review and Board level

oversight to ensure the impact of climate change

risks and opportunities form part of Rakon’s

strategy and financial planning. Based on advice

from management to the Board, Directors are

satisfied Rakon does not currently have any

significant climate-related risks.

Management of waste and hazardous material

management, water and carbon emissions

and climate adaptation and resiliency

were recognised as important topics by

stakeholders during Rakon’s recent assessment

of its Environmental, Social and Governance

materiality issues as more particularly discussed

on pages 31–33.

The key corporate governance

documents, charters and policies

referred to in this report are available

on Rakon’s website at:

www.rakon/investors/corporate-governance

Corporate governance
Auditors

External audit

The Board is committed to ensuring

audit independence, both in fact and

appearance, in order that Rakon’s

external financial reporting is viewed as

being highly objective and without bias.

The Audit and Risk Committee reviews the

quality and cost of the audit undertaken by

the company’s external auditor and provides a

formal channel of communication between the

Board, senior management and external auditor.

For the financial year ended 31 March 2022,

PricewaterhouseCoopers (PwC) was Rakon’s

external auditor, a position it has held since

2006.

As outlined in the Audit and Risk Committee

Charter, the Committee regularly meets with

the external auditor to approve the terms

of engagement, audit partner rotation (at

least every five years) and audit fee, and to

review and provide feedback in respect of the

annual audit plan. A comprehensive review

and formal assessment of the independence

and effectiveness of the external auditor

is undertaken periodically. The Committee

routinely allows time to meet with the external

auditor without management present.

The Audit and Risk Committee assesses the

auditor’s independence on an annual basis.

All audit work at Rakon is fully separated from

non-audit services, to ensure that appropriate

independence is maintained. Other services

provided by PwC in FY22 were non-audit related.

These services were deemed to have no effect

on the independence or objectivity of the

auditor in relation to audit work. The fees paid to

PwC for audit and non-audit work are identified

in note 7 to the Financial Statements in this 2022

Annual Report.

Rakon’s External Auditor Independence Policy

provides comprehensive and current guidance

to Directors and management to assist them in

determining the services that may or may not be

performed by the external auditor.

PwC has provided the Audit and Risk Committee

with written confirmation that, in their view, they

were able to operate independently during FY22.

The audit partner of the company’s external

auditor, PwC, is asked to attend the company’s

annual meetings, and to be available to answer

questions from shareholders at those meetings.

The PwC audit partner attended Rakon’s 2021

Annual Shareholders’ Meeting and is expected

to be in attendance at the 2022 Annual

Shareholders’ Meeting.

Internal audit

Rakon has a number of internal controls

overseen by the Audit and Risk Committee

and the Board, which are supported by policy,

processes and procedures and regular reporting.

These include controls for computerised

information and management systems, cyber

risk and information security, business continuity

management, insurance, health and safety,

conflicts of interest, prevention and identification

of fraud and legislative compliance.

The company does not have a permanent

internal audit function. From time to time and

as required external audit services are engaged

to review its systems and internal controls. To

maintain its ISO accreditation for a number of

its management systems including the Quality

Management System and the Environmental

Management System Rakon is subject to

rigorous, regular independent audits.

45

RAKON Annual Report |


FY22


The key corporate governance

documents, charters and policies

referred to in this report are available

on Rakon’s website at:

www.rakon/investors/corporate-governance

46
RAKON Annual Report |


FY22


Shareholder rights and relations

Corporate governance

We are committed to open and

regular dialogue and engagement with

shareholders.

Rakon seeks to ensure that investors understand

its activities by communicating effectively

with them and giving them access to clear and

balanced information. The Board regularly

reviews its shareholder communications strategy.

In FY22 Rakon undertook an Investor Perception

Study and also engaged with investors, potential

investors and investor representatives to inform

its assessment of its material Environmental,

Social and Governance issues.

Rakon maintains a website: www.rakon.com

where shareholders and other stakeholders may

obtain up-to-date financial and operational

information and key governance information

along with other information about the company

and its products.

The annual review of Rakon’s compliance with

the NZX Corporate Governance Code (NZX

Code) is available on Rakon’s website in the

relevant annual report.

Rakon has a calendar of communications and

events for shareholders, including but not

limited to:

• Annual Report and half year shareholder

communications

• Annual and half year results announcements

• Annual and interim business update and

results presentations

• Annual meetings

• Investor Day

• Ad hoc investor presentations to institutional

investors and retail brokers

• Easy access to information through the Rakon

website: www.rakon.com

• Access to management and the Board via a

dedicated email address:

investors@rakon.com

• Option to sign-up via website to receive

email notification of investor news

• Option to sign-up via website to receive

product updates.

Shareholders are actively encouraged to attend

the company’s annual meetings and vote on

major decisions, which affect Rakon. Voting

is by poll, upholding the ‘one share, one vote’

philosophy. Shareholders may raise matters for

The key corporate governance

documents, charters and policies

referred to in this report are available

on Rakon’s website at:

www.rakon/investors/corporate-governance

discussion at these events. While to date, Rakon

has held in-person meetings only, allowing

shareholders who are unable to attend to receive

audio and more recently video transmission of

the meeting, it is now Rakon’s intention to move

to a hybrid meeting allowing those not present

to actively participate in the meeting. Rakon

believes this change will better recognise the

wide geographic dispersion of shareholders in

New Zealand and overseas as well as addressing

concerns regarding Covid-19.

All shareholders have the option to elect to

receive electronic communications from the

company through the company’s share registrar

(Computershare) and by electing to receive

notification of investor news.

In addition to shareholders, Rakon has a wide

range of stakeholders and maintains open

channels of communication for all audiences,

including brokers, the investing community

and the New Zealand Shareholders’ Association

and regulators, as well as Rakon employees,

customers and suppliers.

In accordance with the Companies Act 1993,

Rakon’s Constitution and the NZX Listing Rules,

Rakon will refer major decisions which may

change the nature of Rakon to shareholders for

approval.

The Board notes the NZX Code recommendation

in relation to considering the interests of all

existing financial product holders.

The Board will take account of the

recommendation in the event of a capital

raise, as well as the expectation that it should

explain why any capital raising method other

than pro-rata was preferred when reporting its

governance practices against the NZX Code.

Glossary
Find out more

Visit our Investor Centre:

www.rakon.com/investors

At our Investor Centre you can sign up for our

email alerts and receive investor news updates


straight to your inbox.

Crystal Filter

A filter that allows only the desired frequency to

pass through to the output.

Crystal Micro-Electro-Mechanical System

(XMEMS

®

)

Rakon’s advanced quartz-based resonator

technology. It is made using Rakon’s

NanoQuartz™ microfabrication process,

delivering unprecedented resonator and

oscillator performance.

Crystal Oscillator (XO)

A crystal resonator combined with appropriate

circuitry to generate a variety of repeating

electrical signal waveforms (e.g. CMOS / square

wave).

Crystal (Xtal) Resonator

At the heart of XOs, VCXOs, TCXOs and OCXOs

are quartz crystal resonators, which naturally

oscillate at a certain frequency with electrical

stimulation. This frequency is based off their

width and the piezoelectric effect.

Oscillator

A circuit or device that generates a fixed

frequency signal and consists of a resonator and

electronic components.

Oven Controlled Crystal Oscillator (OCXO)

A crystal oscillator that uses a miniaturised oven

to keep its internal temperature constant.

Oven Controlled SAW Oscillator (OCSO)

An oven controlled oscillator using Surface

Acoustic Wave (SAW) technology.

Surface Acoustic Wave (SAW) Resonator

At the heart of SAW oscillators are SAW

resonators. This is a special type of crystal

resonator that has the piezoelectric effect

occurring on the resonator’s surface, compared

to traditional resonators which are through the

bulk of the crystal resonator.

System Solutions

Refers to Rakon’s solutions that include

high performance products, equipment and

consulting services for Space & Defence.

Temperature Compensated Crystal Oscillator

(TCXO)

A crystal oscillator with additional circuitry to

remove frequency variations due to temperature

change.



Ultra Stable Oscillator (USO)

An extremely stable oscillator used in high-end

space and instrumentation applications.

Ultra Stable TCXO

Using unique technology these TCXOs can

achieve stabilities of 50 parts per billion (ppb)

over temperature.

Voltage Controlled Crystal Oscillator (VCXO)

A VCXO is an XO that allows the user to manually

adjust a control voltage; it helps to compensate

for instabilities in the output frequency. It is

mainly used to bring the oscillator back to

frequency after being impacted by instabilities

(e.g. long term stability).

Voltage Controlled Oscillator (VCO)

A purely electronic oscillator circuit with an

adjustable output frequency, without the use of

a crystal or SAW resonator.

Voltage Controlled SAW Oscillator (VCSO)

Similar to the VCXO, but uses a SAW resonator

instead of a traditional crystal resonator.

Definition of Underlying EBITDA

Rakon has used ‘Underlying EBITDA’ as a non-gap financial measure in this 2022 Annual Report

document. Underlying EBITDA is defined as ‘Earnings before interest, tax, depreciation, amortisation,

impairment, employee share schemes, non-controlling interests, adjustments for associate’s share of

interest, tax and depreciation, loss on disposal of assets and other cash and non-cash items’. Refer

to note 5 of the Financial statements section of this document for additional information including a

reconciliation to Net Profit After Tax (NPAT).

Surface Mount Technology (SMT) Pick & Place machine

47

RAKON Annual Report |


FY22

Financial statements
48

RAKON Annual Report |


FY22

49
RAKON Annual Report |


FY22


Table of contents

Directors’ Statement .......................................................................................................................................50

Statement of Comprehensive Income .......................................................................................................51

Statement of Changes in Equity ..................................................................................................................52

Balance Sheet ....................................................................................................................................................53

Statement of Cash Flows ...............................................................................................................................54–55

Notes to the Financial Statements ..............................................................................................................56–90

Independent Auditor’s Report .....................................................................................................................91–95

Shareholder Information ...............................................................................................................................96 –101

Directory .............................................................................................................................................................102

Directors’ statement
The Directors are responsible for ensuring

that the financial statements fairly present the

financial position of the Group as at 31 March

2022 (FY2022) and the financial performance and

cash flows for the year ended on that date.

The Directors consider that the financial

statements of the Group have been prepared

using appropriate accounting policies,

consistently applied and supported by reasonable

judgements and estimates, and that all relevant

financial reporting and accounting standards

have been followed.

The Directors believe that proper accounting

records have been kept, which enable, with

reasonable accuracy, the determination of the

financial position of the Company and the

Group and facilitate compliance of the financial

statements with the Financial Markets Conduct

Act 2013.

The Directors consider they have taken adequate

steps to safeguard the assets of the Company and

the Group and to prevent and detect fraud and

other irregularities.

The Directors present the financial statements,

set out in pages 49 – 90, of Rakon Limited and

subsidiaries for the year ended 31 March 2022.

The Board of Directors of Rakon Limited

authorised these financial statements for issue on

25 May 2022.

On behalf of the Directors

L. Witten S. Horgan

Chair Chair of the Audit and Risk Committee


50

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51
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FY 2022


51

RAKON Annual Report |


FY 2022


Statement of Comprehensive Income

For the year ended 31 March 2022

Note

2022

$000s

2021

$000s

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Decrease in fair value cash flow hedges (697)9,906

Cost of hedging (725)(105)

Income tax relating to components of other comprehensive

income

398(2,745)

Exchange differences on translation of foreign operations (517)(4,826)

Long term incentive plan 108–

Items that will not be reclassified subsequently to profit or loss

Changes in fair value of equity investments – Thinxtra (440)203

Other comprehensive income for the year, net of tax (1,873)2,433

Total comprehensive income for the year attributable to

equity holders of the Company

31,23812,071


Earnings per share attributable to the equity holders

of the Company

CentsCents

Basic earnings per share2414.6 4.2

Diluted earnings per share24 14.5 4.2

The accompanying notes form an integral part of these financial statements.

For the year ended 31 March 2022

Note

2022

$000s

2021

$000s

Continuing operations

Revenue6171,967128,260

Cost of sales (81,907)(69,344)

Gross profit 90,06058,916

Other operating income81,6342,604

Operating expenses

Selling and marketing (9,424)(9,441)

Research and development7(11,726)(12,944)

General and administration (28,193)(26,636)

Total operating expenses (49,343)(49,021)

Other (losses)/gains – net9(937)(1,181)

Operating profit 41,41411,318

Finance income103929

Finance costs10(1,945)(1,628)

Share of net profits of associates172,3821,446

Profit before income tax 41,89011,165

Income tax expense22(8,779)(1,527)

Net profit after tax for the year attributable to equity holders

of the Company

33,1119,638

52
RAKON Annual Report |


FY 2022


Statement of Changes in Equity

The accompanying notes form an integral part of these financial statements.

For the year ended 31 March 2022



Note

Share

capital

$000s

Retained

earnings

$000s

Other

reserves

$000s

Total

equity

$000s

Balance at 31 March 2020 181,024 (65,875)(23,293) 91,856

Net profit after tax for the year – 9,638 – 9,638

Currency translation differences25 – – (4,826) (4,826)

Cash flow hedges, net of tax25 – – 7,056 7,056

Changes in fair value of equity investments at fair

value through other comprehensive income –

Thinxtra

25 – – 203 203

Total comprehensive income for the year – 9,638 2,433 12,071

Balance at 31 March 2021 181,024(56,237)(20,860)103,927

Net profit after tax for the year –33,111–33,111

Currency translation differences25––(517)(517)

Cash flow hedges, net of tax25–– (1,024)(1,024)

Changes in fair value of equity investments at fair

value through other comprehensive income –

Thinxtra

25––(440)(440)

Total comprehensive income for the year –33,111(1,981)31,130

Contribution of equity net of transaction costs

Employee share schemes

Value of employee services30––108108

Balance at 31 March 2022 181,024(23,126)(22,733)135,165

53
RAKON Annual Report |


FY 2022


Balance Sheet

As at 31 March 2022

Note

2022

$000s

2021

$000s

Assets

Current assets

Cash and cash equivalents1139,22915,073

Trade and other receivables1244,52238,906

Inventories1357,32137,699

Derivative financial instruments 261,3452,521

Financial asset at fair value through profit or loss26201333

Current income tax asset 213478

Total current assets 142,83195,010

Non-current assets

Property, plant and equipment1421,38818,296

Intangible assets157,1647,584

Right-of-use assets164,7927,195

Interest in associates1716,17212,333

Trade and other receivables121,9413,843

Financial asset at fair value through other comprehensive

income – Thinxtra

182,6803,120

Derivative financial instruments261,095587

Deferred tax asset221,8066,398

Total non-current assets 57,03859,356

Total assets 199,869154,366

As at 31 March 2022

Note

2022

$000s

2021

$000s

Liabilities

Current liabilities

Bank overdraft19–3,599

Borrowings191,2976,433

Trade and other payables2036,00826,026

Current income tax liabilities 2,457–

Lease liabilities162,0762,272

Deferred income12–2,806

Provisions21631330

Derivative financial instruments2685429

Total current liabilities 43,32341,495

Non-current liabilities

Borrowings1914,684–

Provisions212,8173,134

Lease liabilities163,4045,418

Derivative financial instruments 26385260

Deferred tax liabilities2291132

Total non-current liabilities 21,3818,944

Total liabilities 64,70450,439

Net assets 135,165103,927

Equity

Share capital23181,024181,024

Other reserves25(22,733)(20,860)

Accumulated losses (23,126)(56,237)

Total equity 135,165103,927

The accompanying notes form an integral part of these financial statements.

54
RAKON Annual Report |


FY 2022


Statement of Cash Flows

For the year ended 31 March 2022

2022

$000s

2021

$000s

Operating activities

Cash provided from

Receipts from customers168,226123,876

Advance from customers–2,806

R&D grants received2,1921,812

Covid-19 government assistance632,517

Other income received9823

170,579131,034

Cash was applied to

Payment to suppliers and others(84,108)(59,087)

Payment to employees(53,947)(50,060)

Interest paid(1,811)(534)

Income tax paid(475)(1,294)

(140,341)(110,975)

Net cash inflow from operating activities30,23820,059

Investing activities

Cash was applied to

Purchase of property, plant and equipment(8,461)(4,194)

Purchase of intangibles(1,708)(882)

(10,169)(5,076)

Net cash outflow from investing activities(10,169)(5,076)

For the year ended 31 March 2022

2022

$000s

2021

$000s

Financing activities

Cash was provided from

Proceeds from borrowings10,0006,450

10,0006,450

Cash was applied to

Lease liabilities payments(2,625)(2,962)

Cash was applied to financing activities(2,625)(2,962)

Net cash inflow from financing activities7,3753,488

Net increase in cash and cash equivalents27,44418,471

Effects of exchange rate changes on cash and cash equivalents311765

Cash and cash equivalents at the beginning of the year11,474(7,762)

Cash and cash equivalents at the end of the period39,22911,474

Refer to note 11 for the breakdown of cash and cash equivalents.

The accompanying notes form an integral part of these financial statements.

55
RAKON Annual Report |


FY 2022


Statement of Cash Flows (continued)

For the year ended 31 March 2022

2022

$000s

2021

$000s

Reconciliation of net profit to net cash flows from operating activities

Reported net profit after tax33,1119,638

Adjustments for

Depreciation and amortisation expense8,9388,692

Net increase in allowance for expected credit loss29173

Interest expenses–17

Gain on dilution of investment in Timemaker(634)–

Provisions provided551(338)

Movement in foreign exchange rates(851)(961)

Share of net profits of associate(2,382)(1,446)

Deferred tax movement5,041(67)

Employee share based expense108–

11,0625,970

Change in operating assets and liabilities

(Increase)/decrease in trade and other receivables(3,714)1,498

Increase in inventories(21,559)(1,870)

Decrease in provisions(17)(168)

Increase in trade and other payables10,3574,528

Decrease in tax provisions and deferred tax998463

Total impact of changes in working capital items(13,935)4,451

Net cash flow from operating activities30,23820,059

The accompanying notes form an integral part of these financial statements.

56
RAKON Annual Report |


FY 2022


Notes to the financial statements

1. General information ......................................................................................................................57

2. Impact of Covid-19 ........................................................................................................................57

3. Going concern ................................................................................................................................57

4. Statement of significant accounting policies .........................................................................57

5. Segment information ...................................................................................................................58

6. Revenue ............................................................................................................................................60

7. Expenditure included in net profit ............................................................................................62

8. Other operating income ..............................................................................................................63

9. Other (losses)/gains – net ............................................................................................................63

10. Net finance (costs)/income .........................................................................................................64

11. Cash and cash equivalents ..........................................................................................................64

12. Trade and other receivables ........................................................................................................64

13. Inventories .......................................................................................................................................66

14. Property, plant and equipment .................................................................................................66

15. Intangible assets ............................................................................................................................68

16. Leases ................................................................................................................................................71

17. Interest in associates .....................................................................................................................72

18. Financial asset at fair value through other comprehensive income – Thinxtra ...........74

19. Borrowings .......................................................................................................................................75

20. Trade and other payables ............................................................................................................77

21. Provisions .........................................................................................................................................77

22. Taxation ............................................................................................................................................78

23. Share capital ....................................................................................................................................80

24. Earnings per share .........................................................................................................................80

25. Other reserves.................................................................................................................................81

26. Financial risk and capital management ...................................................................................81

27. Commitments .................................................................................................................................86

28. Principal subsidiaries ....................................................................................................................86

29. Related party transactions ..........................................................................................................87

30. Share based payments .................................................................................................................88

31. Contingencies .................................................................................................................................90

32. Subsequent events ........................................................................................................................90

57
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

1. General information

Rakon Limited (‘the Company’) and its subsidiaries (‘the Group’) are a global technology company that design

and manufacture advanced frequency control and timing solutions for a wide range of applications. Rakon’s

core markets are Telecommunications, Space & Defence, and Global Positioning. The Company is a limited

liability company, incorporated and domiciled in New Zealand, and listed on the New Zealand Stock Exchange

(NZX code: RAK). The address of the registered office is 8 Sylvia Park Road, Mt Wellington, Auckland.

The Company is registered under the Companies Act 1993 and is a FMC reporting entity under Part 7 of

the Financial Markets Conduct Act 2013. The financial statements of the Group have been prepared in

accordance with the requirements of Part 7 of the Financial Markets Conduct Act 2013 and the NZX (Main

Board) Listing Rules.

The financial statements of the Group have been presented in New Zealand dollars and have been rounded

to the nearest thousand unless otherwise indicated.

2. Impact of Covid-19

There remains a heightened level of uncertainty given the continued presence of Covid-19. The risks and

uncertainties faced by the Group relate to (and are not limited to):

• The impact of wider global economic pressures and shift in market dynamics

• A potential outbreak at one of the Group’s production facilities, significantly affecting site access,

production and sales

• Supply chain disruptions

However, management continuously monitors these risks and plans accordingly to reduce the impact of

these on the Group.

3. Going concern

These financial statements have been prepared on a going concern basis. The Directors are not aware of

material uncertainties related to events or conditions that may cast significant doubt upon the entity’s ability

to continue as a going concern. In making this assessment management and the Directors considered

factors including the current profitability of the Group, and the potential future impact of Covid-19.

4. Statement of significant accounting policies

a. Basis of preparation and measurement base

The consolidated financial statements of the Group have been prepared in accordance with New Zealand

Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and

authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated financial statements

also comply with International Financial Reporting Standards (IFRS). The Group is a Tier 1 for-profit entity.

The financial statements have been prepared on a historical cost basis, with the exception of certain financial

assets and liabilities, and equity instruments, which are measured at fair value.

b. Basis of consolidation and equity accounting

The financial statements of the subsidiaries are included in the Group’s financial statements from the date

on which control commences until the date on which control ceases refer to note 28 for information on

subsidiaries. All material intercompany transactions, balances and unrealised gains on transactions between

the subsidiaries are eliminated on consolidation. Interest in associates are accounted for by using the equity

method, refer to note 17.

c. Significant accounting estimates and judgements

The preparation of the financial statements in accordance with NZ IFRS requires management to make

judgements, estimates and assumptions that affect the application of policies and reported amounts of

assets and liabilities, income and expenses. The estimates and assumptions that involved a higher degree of

judgement or complexity, or are significant to the financial statements are listed below and disclosed within

the specified notes:

• Identification of reportable segment (note 5)

• Calculation of inventory obsolescence (note 13)

• Valuation and estimated useful lives of product development assets (note 15)

• Valuation of the Group’s investment in Thinxtra (note 18)

58
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

d. Significant accounting policies and new accounting standards

The significant accounting policies adopted in the preparation of these consolidated financial statements

are disclosed within each of the applicable notes to the financial statements. The accounting policies have

been consistently applied to all years presented with the exception of the treatment of certain ’Software-

as-a-Service’ arrangements. The Group has reconsidered its accounting treatment of certain ’Software-as-

a-Service’ arrangements based on the publication of the IFRS Interpretations Committee (IFRIC) agenda

decision on Configuration or Customisation Costs in a Cloud Computing Arrangement in March 2021 and

ratified by the International Accounting Standards Board (IASB) in April 2021 and changed its accounting

policy for software intangible assets. The impact of the change did not have material effect on the Group’s

financial statements, refer to note 15.

Prior period information has been re-presented to ensure consistency with current year disclosures and to

provide more meaningful comparison. In note 7, $700,000 research and development tax credit has been

reclassified from general and administration expense to research and development expense.

e. New standards and interpretations not yet adopted

Certain new accounting standards, amendments to accounting standards and interpretations have been

published that are not mandatory for 31 March 2022 reporting periods and have not been early adopted by

the Group. These standards, amendments or interpretations are not expected to have a material impact on

the entity in the current or future reporting periods and on foreseeable future transactions.

f. Consideration of climate change

The Group has considered the impact of climate change, particularly in the context of the disclosures

included in the Annual Report this year. The assessment and risk identification is ongoing. There have been

no material impact on the financial reporting judgements and estimates arising from these considerations.

g. Foreign currency translation

Functional and presentation currency

The financial statements of each of the Group’s overseas operations are measured using the currency of

the primary economic environment in which the overseas entity operates (the functional currency). The

consolidated financial statements are presented in New Zealand dollars, (the presentation currency), which is

also the functional currency of the Company.

Transactions and balances

Foreign currency transactions are translated into the relevant functional currency of the Group’s overseas

operations at the exchange rates at the dates of the transactions. Monetary assets and liabilities

denominated in foreign currencies at balance date are translated to the functional currency at the foreign

exchange rate at that date. Foreign exchange differences arising from translation are recognised in the

Statement of Comprehensive Income, except for qualifying cash flow hedges which are recognised in other

comprehensive income (OCI). Non-monetary assets and liabilities that are measured in terms of historical

cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-

monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated

at foreign exchange rates at the dates the fair value was determined.

The assets and liabilities of all Group companies that have a functional currency that differs from the Group’s

presentation currency, including goodwill and fair value adjustments arising on consolidation, are translated

to New Zealand dollars at foreign exchange rates at balance date. The revenues and expenses of these

foreign operations are translated to New Zealand dollars at rates approximating to the foreign exchange

rates at the dates of the transactions. Exchange differences arising from the translation of foreign operations

are recognised in the foreign currency translation reserve, refer to note 25.

Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and

liabilities of the foreign entity and are translated at the foreign exchange rates at the balance date.

5. Segment information

The chief operating decision maker (CODM), is responsible for allocating resources and assessing

performance of the operating segments. During the year an internal restructure and realignment of

operating segments caused a change in the responsibilities of the previous CODM positions (the Chief

Marketing Officer, Chief Technology Officer and Chief Financial Officer) and as such the CODM has been

redefined to be the Chief Executive Officer.

The operating segments are presented in a manner consistent with the internal reporting provided to the

CODM. Significant judgement has been applied in the determination of reportable operating segments.

Ownership of products’ intellectual property have been used as the key factor to identify reportable

operating segment and aggregation criteria.

The CODM assess the performance of the operating segments based on ‘Underlying EBITDA’, a non-GAAP

measure, defined as: ‘Earnings before interest, tax, depreciation, amortisation, impairment, employee share

schemes, non-controlling interests, adjustments for associate’s share of interest, tax & depreciation, loss

59
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)


NZ

$000s

France/

India

$000s

France

HiRel

$000s


T’maker

$000s


Other

1


$000s


Total

$000s

Segment revenue by market

Telecommunications57,26927,200377–1,40086,246

Global Positioning26,34550217–52627,138

Space and Defence10,9492,49912,628–20126,277

Other25,8712005,645–59032,306

Total segment revenue by market120,43429,94918,867–2,717171,967

Underlying EBITDA42,0103,7431,3704,5932,71554,431

Total assets

2

121,95337,92522,21016,1721,609199,869

Additions of property, plant and

equipment, and intangibles

6,4201,9771,714––10,111

Total liabilities

3

36,99414,06212,106–1,54264,704


NZ

$000s

France/

India

$000s

France

HiRel

$000s


T’maker

$000s


Other

1


$000s


Total

$000s

Segment revenue by market

Telecommunications47,26628,697784–29577,042

Global Positioning13,628117194–6114,000

Space and Defence12,3032,57014,855–6529,793

Other2,324814,997–237,425

Total segment revenue by market75,52131,46520,830–444128,260

Underlying EBITDA14,4552,3272103,2883,20423,484

Total assets

2

84,37430,81324,81812,3332,028154,366

Additions of property, plant and

equipment, and intangibles

4,105501470––5,076

Total liabilities

3

26,33110,05812,999–1,05150,439

on disposal of assets and other cash and non-cash items’. The CODM also receives information about the

segments’ revenue on a monthly basis.

During the year, management has completed internal reorganisation of operations which has affected

how the CODM views segment information. Accordingly, to reflect these changes the segment reporting

and comparatives have been restated. Before the change, segment information was based on geography.

Increased synergies between the businesses across the geography has led to the formation of operating

segments that is not limited by geography. The new segments are representative of these changes and are

described below.

a. Segment results


1

Revenue is gains on cash flow hedges apportioned to each segment based on hedged currency.

2

Segment assets are measured in the same way as in the financial statements. These assets are presented as

it is regularly provided to the chief operating decision maker.

3

Segment liabilities are measured in the same way as in the financial statements. These liabilities are

presented as it is regularly provided to the chief operating decision maker.

b. Segment description and principal activities

The New Zealand (NZ) operating segment designs and manufactures products for Telecommunications,

Global Positioning and Defence markets. The segment includes research and development (R&D)

engineering teams located in NZ and UK which develop new products and process innovations.

The France / India operating segment designs and manufactures products for the Telecommunication

market. Design and support services are in France and NZ, with manufacturing in India.

Rakon’s India facility in Bengaluru contract manufacture products exclusively for the Group. They also design

and manufacture products for the local Indian defence, aeronautics and space markets. Though there is

potential for future growth in the domestic market, this business currently is not large enough for the CODM

to view separately, therefore is aggregated with France Telecom.

31 March 2022

31 March 2021 Restated

Information relating to each reportable segment is set out below.

60
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)


Continuing operations

Note

2022

$000s

2021

$000s

Underlying EBITDA 54,43123,484

Depreciation and amortisation7(8,938)(8,692)

Adjustment for associate share of interest, tax and depreciation (2,222)(1,848)

Finance costs – net10(1,906)(1,599)

Dilution gains on Timemaker investment17634–

Other non-cash items (109)(180)

Profit before income tax 41,89011,165

Income tax expense22(8,779)(1,527)

Net profit after tax for the year 33,1119,638

The France HiRel operating segment designs and manufactures products for the Space & Defence markets.

Design, support services and manufacturing are predominantly carried out in France.

The Timemaker Group (T’maker) produces crystal blanks and represents the Group’s 37.07% (2021: 40%)

ownership interest, refer to note 17.

All other segments (Other) includes Rakon Financial Services Limited, Rakon UK Holdings Limited, and

Rakon Investment HK Limited. These are not operating segments and are not separately included in reports

provided to the CODM. Also included are the head office, and group sales and marketing services segments.

These are reported separately to the CODM.

c. Reconciliation of Underlying EBITDA to net profit after tax for the year

Underlying EBITDA is a non-GAAP measure that has not been presented in accordance with GAAP. The

Directors present Underlying EBITDA as a useful non-GAAP measure to investors, in order to understand

the underlying operating performance of the Group and each operating segment, before the adjustment of

specific cash and non-cash items and before cash impacts relating to the capital structure and tax position.

Underlying EBITDA is considered by the Directors to be the closest measure of how each operting segment

within the Group is performing. Management uses the non-GAAP measure of Underlying EBITDA internally,

to assess the underlying operating performance of the Group and each operating segment.

6. Revenue

The Group designs, manufactures and sells frequency control solutions for a wide range of applications.

Revenue is derived from the transfer of goods over time and at a point in time at an amount that reflects

the consideration the Group expects to be entitled to in exchange for products and services excluding any

applicable taxes. Arrangements are agreed with the customers, set out in the terms and conditions which

cover the pricing, settlement of liabilities, return policies and any other negotiated performance obligations.

Typically, control transfers to the customer at the same time as the legal title of the product is passed to the

customer. This is usually on terms of delivery of the product. The transaction price includes all amounts that

the Group expects to be entitled to, net of any sales taxes.

A receivable is recognised based on the delivery terms of the products as this is the point in time when the

consideration is unconditional.

Sale of products – at a point in time

The Group recognises revenue when the performance obligations are satisfied by transferring control of

products to the customer based on the specified contract price.

Products and services transferred over time – France HiRel segment

For certain contracts in the France HiRel segment, the revenue is recognised over time as the Group’s

performance creates an asset, which does not have an alternative use to the Group, and the Group has

an enforceable right to be paid for work completed to date. The Group applies judgement by using the

percentage-of-completion method to determine the appropriate amount to recognise in a given period. The

stage of completion is measured by reference to the contract costs incurred up to the end of the reporting

period as a percentage of total estimated costs for each contract.

In case of fixed price contracts, payments are received from the customer based on an agreed payment

schedule. A contract liability is recognised when the payments exceed estimated work completed, and

contract asset when estimated work completed exceeds payments.

61
RAKON Annual Report |


FY 2022


31 March 2022


NZ

$000s

France/

India

$000s

France

HiRel

$000s


Other

$000s


Total

$000s

Products transferred at a point in time120,43429,94915,4512,717168,551

Products and services transferred over time––3,416–3,416

Sales to external customers120,43429,94918,8672,717171,967

31 March 2021 Restated


NZ

$000s

France/

India

$000s

France

HiRel

$000s


Other

$000s


Total

$000s

Products transferred at a point in time75,52131,46517,387444124,817

Products and services transferred over time––3,443–3,443

Sales to external customers75,52131,46520,830444128,260

Notes to the financial statements (continued)

2022

$000s

2021

$000s

Total current contract assets 1,8433,051

Total current contract liabilities(1,935) (1,573)

(92) 1,478


The contract assets have decreased as the Group has provided fewer services ahead of the agreed payment

schedules. Customer contracts liabilities are payments received in advance for subsequent delivery of

services and goods to the customers. In prior year $1,573,000 was recognised as customer contract

liabilities, and is recognised as revenue in the year ended 31 March 2022. The remaining performance

obligations at 31 March 2022 have an expected duration of less than a year.

The performance obligation of the products and services transferred over time which were in progress at

31 March 2021 were completed during the year. The remaining performance obligations at 31 March 2022

have an expected duration of less than a year. As a consequence, the Group does not adjust any of the

transaction prices for the time value of money.

b. Revenue by geography

2022

$000s

2021

$000s

Asia 114,69569,950

North America29,274 29,035

Europe25,672 26,970

Others2,326 2,305

171,967 128,260

The Group’s trading revenue is derived in the following regions. Revenue is allocated based on the country in

which the customer is located.

c. Assets and liabilities related to contract customers

a. Reportable segment revenue from contracts with customers

The Group has recognised the following assets and liabilities related to contracts with customers

in France HiRel segment.

62
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

2022

$000s

2021

$000s

Employee benefit expenses

Wages and salaries50,35446,292

One-off redundancy costs–1,092

Contributions to defined plans723671

Increase in liability for French retirement indemnity plan (note 21)325200

Increase in liability for long service leave (note 21)274150

Long term incentive plan (note 30)148–

Total employee benefit expenses51,82448,405

Depreciation and amortisation

Depreciation on property, plant and equipment (note 14)4,6633,952

Amortisation on intangible assets (note 15)1,8492,064

Depreciation on right-of-use assets (note 16)2,4262,676

Total depreciation and amortisation8,9388,692


Research and development

Research and development expenses13,80215,312

Research and development government grant(277)(939)

Research and development tax credit(1,799)(1,429)

Net research and development expense11,72612,944

2022

$000s

2021

$000s

Fees to the auditors

Audit and review of financial statements

PwC573577

BDO Limited (Hong Kong)

1

1611

T S Tay Public Accounting Corporation ( Singapore)

1

89

Morison (Mauritius)

1

–4

MHA MacIntyre Hundson (UK)

1

3435

Total audit and review fees631636

Assurance and audit related services

Performed by PWC France

Certification of expenditure for the purposes of the European Union

subsidy for community projects

118

Performed by PWC India

Certification of expenditure for the purposes of the Production Linked

Incentive Scheme

2–

Total assurance and audit related services138

Other services

Performed by PwC New Zealand

Provision of market data relating to executive remuneration– 14

Performed by PWC France

Statutory reporting required in France in respect of capital

10–

Certification of expenditure for the purposes of the European grants on

innovation projects

6–

Total other services fees1614

Total fees paid to auditors660658

7. Expenditure included in net profit

Additional information in respect of expenses included in the Statement of Comprehensive Income is as follows:

a. Expenditure by nature

1

The fee relates to the annual audit of the local territory financial statements.

63
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

Employee benefits expenses

Employee entitlements to salaries, wages and annual leave to be settled within 12 months of balance date

represent present obligations resulting from employees’ services provided up to the balance date. These are

calculated at undiscounted amounts based on remuneration rates that the Group expects to pay.

Superannuation schemes

The Group’s New Zealand and overseas operations participate in their respective government

superannuation schemes. Where the Group is required to pay fixed contributions into a separate entity,

the Group has no legal or constructive obligations to pay further contributions if the fund does not have

sufficient assets to pay all employees the benefits relating to the employee service in the current and prior

periods. The contributions are recognised as an employee benefit expense when they are due.

Redundancy

In 2021 the Group’s strategic plan involved realignment of global resources which resulted in redundancies

in some business units and creation of new positions in others.

Research and development

Expenditure on research activities has been undertaken with the prospect of gaining new scientific or

technical knowledge and understanding. Any research and development taxation credits and government

grant funding for research and development are recognised when eligibility criteria have been met and

there is a reasonable assurance that tax credits and the grants will be received.

Grants and tax credits from governments are recognised at their fair value. The research and development

grants and tax credits are recognised in trade and other receivables (note 12), and in the Statement of

Comprehensive Income. Government grants are offset against the related expenses over the periods in

which those costs are recognised.

8. Other operating income

Revenue from activities which are not related to principal activities of the Group.

1

Eligible New Zealand wage subsidy, the UK Government funded furlough, and French Government

assistance were received in prior year. The current year includes New Zealand Covid leave support subsidy.

2022

$000s

2021

$000s

Other income478260

Sale of raw materials459–

Dilution gain on Timemaker investment (note 17)634–

Covid-19 government assistance

1

632,344

Total other operating income1,6342,604

9. Other (losses)/gains – net

1

Includes realised and unrealised (losses)/gains arising from accounts receivable and accounts payable.

2022

$000s

2021

$000s

Gain/(Loss) on disposal of property, plant and equipment, and intangible assets17(24)

Foreign exchange (losses)/gains – net

Forward foreign exchange contracts

Financial asset at fair value through profit or loss327304

Revaluation of foreign denominated monetary assets and liabilities

1

(1,281)(1,461)

Total foreign exchange losses – net(954)(1,157)

Total other losses – net(937)(1,181)

64
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

10. Net finance (costs)/income

Interest income and costs are recognised in the Statement of Comprehensive Income as it accrues, using the

effective interest rate applicable.

Interest expense rate

The average interest rate was as follows. Additional information on borrowings is presented in note 19.

• Tanarra Credit Partners 9.11% (2021: Not Applicable)

• ASB facility in New Zealand – not applicable (2021: 5.33%)

• State Bank of India facility 8.70% (2021: 9.15%)

• Crédit Agricole Provence Côte D’Azur facility in France 0.25% (2021: 0.25%)

11. Cash and cash equivalents

Cash and cash equivalents comprise of cash balances, call deposits, and other short-term highly liquid

investments with original maturities of three months or less, that are readily convertible to known amounts

of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank

overdrafts are shown separately from borrowings on the balance sheet.

2022

$000s

2021

$000s

Finance income

Interest income3929

Finance costs

Interest expense on borrowings(1,563)(534)

Unwinding of lease make good provision(17)(17)

Interest on lease liabilities (note 16) (365)(1,077)

Total finance costs(1,945)(1,628)

Net finance costs(1,906)(1,599)

12. Trade and other receivables

Trade and other receivables are recognised initially at the amount of consideration that is unconditional and

subsequently measured at amortised cost using the effective interest method. Due to the short-term nature

of the trade and other receivables, their carrying amount is considered to be the same as their fair value.

Trade receivables are amounts due from customers, who are considered of acceptable credit quality, for

products or services performed in the ordinary course of the business and are non-interest bearing. They

are generally due for settlement within 30 to 120 days.

The Group has established credit policies under which each new customer is analysed individually for credit-

worthiness before payment and delivery terms and conditions are agreed. The Group’s review includes

trade references and external ratings, where appropriate and in some cases bank references. Purchase limits

are established for each customer, which represents the maximum open amount; these limits are reviewed

periodically. Customers that fail to meet the Group’s benchmark credit-worthiness may transact with the

Group only on a prepayment basis.

2022

$000s

2021

$000s

Cash at bank and on hand39,22915,073


Cash, cash equivalents and bank overdrafts include the following for the

purposes of the Statement of Cash Flows


Cash and cash equivalents39,22915,073

Bank overdrafts (note 19)–(3,599)

39,22911,474

65
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)


Current

$000s

Less than

30 days

past due

$000s

30 days

to 180

days

past due

$000s

More

than 180

days

past due

$000s


Total

$000s

As at 31 March 2022

Gross carrying amount of trade receivables 24,2275,59189043731,145

Expected loss rate 0.77%5.19%22.28%74.72%

Allowance for the expected credit loss1872901983271,002


As at 31 March 2021

Gross carrying amount of trade receivables 25,9473,4281,50050331,378

Expected loss rate 0.99%2.30%16.90%20.00%

Allowance for the expected credit loss25779253101690

The trade receivables balances included $10,500,000 (2021: $8,700,000) representing 32.0% (2021: 28.0%)

due from the Group’s three largest customers. The balances due from these customers are current and are

considered a low credit risk to the Group.

During prior year an advance of US$2.0m was received from a customer for future supply of products. A

corresponding deferred income was recorded.

The maximum exposure to credit risk at balance date is the carrying value of each class of receivable

mentioned below. The Group does not hold any collateral as security.

a. Trade and other receivables balances

1

Other receivables includes research and development related tax credits and government grants.

b. Allowance for expected credit loss

Impairment losses on trade receivables are presented as net impairment losses within operating profit.

Trade receivables are written off when considered to have become uncollectable. Subsequent recoveries of

amounts previously written off are credited against the same line item.

The Group applies the NZ IFRS 9 Financial Instruments simplified approach to measure the expected credit

loss provision that uses a lifetime expected loss allowance for all trade receivables and contract assets. The

management applies judgement based on the historical credit losses, customer ageing, and forward-looking

information on factors affecting the ability of the customers to settle the receivables to calculate allowance

for expected credit loss.

The loss allowance was determined as follows:


2022

$000s

2021

$000s

Trade receivables33,09631,378

Less: allowance for expected credit loss(1,002)(690)

Net trade receivables32,09430,688

Prepayments1,490953

GST/VAT receivable1,5651,085

Receivables from related parties (note 29)354266

Other receivables

1

10,9609,757

Total trade and other receivables46,46342,749

Less non-current other receivables

1

1,9413,843

Current trade and other receivables44,52238,906

66
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

Trade receivables are written-off where all reasonable effort to collect the overdues have been exhausted.

Indicators that there is no expectation of recovery include failure of an overdue debtor to engage in an

agreed repayment plan.

2022

$000s

2021

$000s

Opening balance690 763

Increase in allowance recognised in profit or loss during the year321220

Receivables written off during the year –(247)

Foreign exchange difference (9) (46)

Allowance for expected credit loss as at 31 March 20221,002690

13. Inventories

Inventories are stated at the lower of cost (weighted average cost for raw materials, and standard costs

for finished goods) or net realisable value. Standard costs comprise direct materials, direct labour and

appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis

of normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of

business, less the estimated costs of completion and selling expenses.

a. Inventory classification and balances

Due to component shortages and increased lead time, the Group made the decision to hold higher

contingency inventory for high demand products in order to reduce customer disruptions.

b. Amounts recognised in profit and loss

Inventories recognised as an expense during the year amounted to $52,614,000 (2021: $34,860,000). Write-

downs of inventories to net realisable value amounted to $7,000 (2021: $50,000). These were included in the

cost of sales.

There were no new or reversal of unused inventory obsolescence provisions during the year (2021: nil).

c. Inventory obsolescence

In recognising the provision for inventory, significant judgement has been applied by considering a range of

factors including inventory ageing and expected future consumptions.

An inventory obsolescence provision of $6,930,000 (2021: $7,970,000) is included in the inventory balances

above. The carrying value of inventory items were reviewed in detail with adjustments to provisions made

on an item-by-item basis.

The Group has not seen a material negative change in demand for its products due to Covid-19.

Accordingly, Covid-19 is not expected to adversely impact the carrying value of inventory.

During the year inventory of $1,540,000 (2021: $2,466,000) was scrapped.

14. Property, plant and equipment

The Group recognises the cost of an item as property, plant and equipment only if it is probable that future

economic benefits associated with the item will flow to the entity, and the cost of the item can be measured

reliably.

a. Cost

The cost of purchased property, plant and equipment is the value of the consideration given to acquire

the assets and the value of other directly attributable costs, which have been incurred in bringing the

assets to the location and condition necessary for their intended service. The initial estimate of the costs of

dismantling and removing the items and restoring the site on which it is located is also included in the cost.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for

as separate items. The costs of day-to-day maintenance of an asset are not included in the carrying amount

of the asset but expensed when incurred.

2022

$000s

2021

$000s

Raw materials21,65812,487

Work in progress25,93217,960

Finished goods9,7317,252

Total inventories57,32137,699

The reconciliation of the loss allowance is as follows:

67
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

LandNil

Buildings15 – 20 years

Leasehold improvements5 – 25 years

Plant and equipment1 – 20 years

Computer hardware1 – 10 years

Furniture and fittings3 – 20 years

Assets under constructionNil

After initial recognition, the property, plant and equipment are stated at cost, less accumulated depreciation

and any impairment losses.

b. Depreciation methods and useful lives

Depreciation of property, plant and equipment, other than freehold land, is calculated on a straight-line

basis to expense the cost of the assets to their expected residual values over their useful lives as follows:

The assets’ residual values and useful lives are reviewed, and adjusted if applicable at each balance date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are

recognised within the ‘other (losses)/gains – net’ in the Statement of Comprehensive Income.


Land and

buildings

$000s

Leasehold

improve-

ments

$000s


Plant and

equipment

$000s


Computer

hardware

$000s



Other


$000s

Assests

under

construction

$000s



Total

$000s

At 31 March 2020

Cost 5,8458,79889,4095,9892,6543,122115,817

Accumulated depreciation &

impairment

(4,415)(6,667)(78,516)(5,126)(2,143)(26) (96,893)

Net book value1,4302,13110,8938635113,09618,924


Year ended 31 March 2021

Opening net book value 1,4302,13110,8938635113,09618,924

Foreign exchange differences(126)(145)(497)(30)(38)(31)(867)

Additions7322,768570417764,194

Disposals––(123)(600)(12)–(735)

Depreciation charge(68)(386)(3,012)(429)(57)– (3,952)

Depreciation reversal on

disposals

––12259812–732

Transfers––2,08928–(2,117)–

Closing net book amounts1,2431,63212,2401,0004571,72418,296



At 31 March 2021

Cost 5,7268,68593,6465,9572,6451,750118,409

Accumulated depreciation &

impairment

(4,483)(7,053)(81,406)(4,957)(2,188)(26)(100,113)

Net book value1,2431,63212,2401,0004571,72418,296

68
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

15. Intangible assets

The Group recognises intangible assets where it is able to demonstrate control on the asset to obtain

future economic benefit. The Group also recognises internally generated intangible assets arising from

development phase of an internal project if following conditions are demonstrated:

• the technical feasibility and the intention to complete the intangible asset

• how the intangible asset will generate probable future economic benefits

• the availability of adequate technical, financial and other resources to complete the development and

to use the intangible asset

• ability to measure reliably the expenditure attributable to the intangible asset during its development

a. Cost

Identifiable intangible assets that are acquired or developed by the Group are stated at cost less

accumulated amortisation and impairment losses. Subsequent expenditure on intangible assets is

capitalised only when it increases the future economic benefits embodied in the specific asset to which it

relates. All other expenditure is expensed as incurred.

b. Amortisation and useful lives

Amortisation is charged to the “operating expenses” in the Statement of Comprehensive Income on a

straight-line basis over the estimated useful lives as follows:


Land and

buildings

$000s

Leasehold

improve-

ments

$000s


Plant and

equipment

$000s


Computer

hardware

$000s



Other


$000s

Assests

under

construction

$000s



Total

$000s

Year ended 31 March 2022

Opening net book value 1,2431,63212,2401,0004571,72418,296

Foreign exchange differences(61)(53)(150)(10)(18)(17)(309)

Additions1,5801833,105426943,0158,403

Disposals––(1,810)(1,384)–(383)(3,577)

Depreciation charge(67)(337)(3,759)(452)(48)– (4,663)

Depreciation reversal on

disposals

––1,7641,384–– 3,148

Transfers–181,234197(1,278)–

Transfer from intangibles9090

Closing net book amounts2,6951,44312,6249834923,15121,388



At 31 March 2022

Cost 7,2458,83396,0255,0082,7283,177123,016

Accumulated depreciation &

impairment

(4,550)(7,390)(83,401)(4,025)(2,236)(26) (101,628)

Net book value2,6951,44312,6249834923,15121,388

GoodwillNil

Patents20 years

Software3 – 10 years

Product development3 – 10 years

Assets under constructionNil

69
RAKON Annual Report |


FY 2022



Goodwill

$000s


Patents

$000s


Software

$000s

Product

development

$000s

Assests under

construction

$000s


Total

$000s

At 31 March 2020

Cost 3,1402,9779,47014,81592631,328

Accumulated amortisation &

impairment

(1,846)(2,442)(8,868)(9,169)–(22,325)

Net book value1,294 535 602 5,646 926 9,003


Year ended 31 March 2021

Opening net book value 1,2945356025,6469269,003

Foreign exchange differences–(25)(27)(175)–(227)

Additions ––371246265882

Disposals––(54)–(12)(66)

Amortisation charge––(462)(1,602)– (2,064)

Amortisation reversal on

disposals

––56––56

Transfers––33117(150)–

Closing net book amounts1,294 510 519 4,232 1,029 7,584


Goodwill

$000s


Patents

$000s


Software

$000s

Product

development

$000s

Assests under

construction

$000s


Total

$000s

At 31 March 2021

Cost 3,1402,9529,79315,0031,02931,917

Accumulated amortisation &

impairment

(1,846)(2,442)(9,274)(10,771)– (24,333)

Net book value1,294510 519 4,232 1,029 7,584


Year ended 31 March 2022

Opening net book value 1,2945105194,2321,0297,584

Foreign exchange differences–(22)(9)(34)(1)(66)

Additions ––238971,3731,708

Disposals–– (1,465)(60)–(1,525)

Amortisation charge–(2)(489)(1,358)– (1,849)

Amortisation reversal on

disposals

––1,4002–1,402

Transfers––255683(938)–

Transfers to property, plant and

equipment

––––(90)(90)

Closing net book amounts1,294 486 449 3,562 1,3737,164


At 31 March 2022

Cost 3,1402,9308,81215,6891,37331,944

Accumulated amortisation &

impairment

(1,846)(2,444)(8,363)(12,127)– (24,780)

Net book value1,2944864493,5621,3737,164

Notes to the financial statements (continued)

70
RAKON Annual Report |


FY 2022


c. Software

The Group may design and develop identifiable and unique software products for their use. These are

recognised as intangible assets where the capitalisation criteria are met. Directly attributable costs that are

capitalised as part of the software include employee costs and an appropriate portion of relevant overheads.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the

asset is ready for use.

The Group had previously capitalised costs incurred in configuration or customisation of certain suppliers’

application software in certain computing arrangements as intangible assets. Following the publication of

the IFRS Interpretations Committee (IFRIC) agenda decision on Configuration or Customisation Costs in

a Cloud Computing Arrangement in March 2021 and ratified by the International Accounting Standards

Board (IASB) in April 2021, the Group has adopted the guidance set out in the IFRIC agenda decision,

which establishes a process to identify and recognise costs as intangible assets only if the activities create

an intangible asset that the Group controls and the intangible asset meets the recognition criteria. Costs

that are not capitalised as intangible assets are expensed as incurred unless they are paid to the supplier

of the cloud-based software to significantly customise the cloud-based software in which case the cost

paid upfront is recorded as a prepayment for services and amortised over the expected term of the cloud

computing arrangements.

As a result, the Group has reconsidered its accounting treatment in relation to the capitalisation of software

implementation costs relating to Software-as-a-Service arrangements and changed its accounting policy.

The Group has determined and subsequently derecognised certain software implementation costs that

should have been expensed when they were incurred as no separate intangible assets controlled by the

Group were created. The impact of the change did not have a material effect on the Group’s financial

statements.

d. Product development

Expenditure on development activities, whereby research findings are applied to a plan or design for the

production of new or substantially improved products and processes, is capitalised based on significant

judgement if the product or process is technically and commercially feasible and the Group has sufficient

resources to complete development. Other development expenditure is recognised in the Statement of

Comprehensive Income as an expense when incurred.

Total capitalised development costs are $4.7m (2021: $5.0m) at balance date, made up of product

development assets and assets under construction. During the year, specific product development projects

and projects in progress were reviewed for recoverability based on the expected cash flows to be generated

by the projects. The expected cash flows supported the carrying values and no impairment was recorded.

The Group estimates the useful life of the new product development assets based on the significant

judgement of the technical advancements of such assets and experiences with similar assets. The actual

useful life may be shorter or longer depending on technical innovations and competitor actions.

e. Impairment tests for goodwill and the cash generating units (CGUs)

Goodwill is attributed to business units acquired through business combination and represents the excess of

the acquisition cost over the fair value of the acquired net assets. Goodwill is allocated to cash-generating

units (CGU) and is tested annually for impairment, or more frequently if there is an impairment indicator. The

business units are determined to be the CGUs of the Group.

The current balance of goodwill was generated on 2 May 2018, when the Group acquired the remaining 51%

of the issued shares it did not own in Centum Rakon India Private Limited, a previously held joint venture.

Subsequent to acquisition, the name of the investment was changed to Rakon India Private Limited.

Impairment tests for CGUs within the Group

The carrying amounts of the Group’s other non-financial assets are reviewed at each balance date to

determine whether there is any indication of impairment. If an indicator of impairment exists, the asset’s

or CGU’s recoverable amount is estimated being the higher of an asset’s fair value less costs to sell and the

asset’s value in use (VIU). An impairment loss is recognised whenever the carrying amount of an asset or its

CGU exceeds its recoverable amount. Impairment losses are recognised in the Statement of Comprehensive

Income. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount

of any goodwill allocated to CGUs and then, to reduce the carrying amount of the other assets in the unit

on a pro rata basis. 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. Accumulated impairment losses on goodwill are not reversed.

As at 31 March 2022, the Group concluded that there were no indicators of impairment relating to the New

Zealand, France, India and China CGU, same as the prior year. In making this assessment management and

the Directors considered factors including the current profitability of the Group, the market capitalisation

value of the Company in comparison to the Group’s net asset value and the impact of Covid-19 on the

Group’s operations (note 2).

Notes to the financial statements (continued)

71
RAKON Annual Report |


FY 2022


Goodwill

The Group has undertaken an impairment review and have concluded that the goodwill is not impaired

based on the current and future expected trading performance of Rakon India. The recoverable amount for

Rakon India is estimated to be $18.7m (2021: $21.0m) calculated on a VIU basis which exceeds the carrying

amount of the CGU at balance date by $1.4m (2021: $5.0m). The calculation uses cash flow forecasts

approved by the Board of Directors covering a five-year period. Cash flows beyond the five year period

are extrapolated using estimated terminal growth rate which is consistent with the long term average

growth rate observed by the Group. Based on the assumptions below no impairment of goodwill has been

recognised in the Statement of Comprehensive Income.

The forecasts used in impairment testing require assumptions and judgements about the future which are

inherently uncertain. Key assumptions are those to which the model is most sensitive to. No reasonable

adverse changes in the key assumptions would result in the carrying amount to exceed the recoverable value.

Key assumptions used in the VIU calculation

1

Sales growth – the management has forecasted sales to grow over the period of the cash flow projection,

due to a combination of factors including industry forecasts for the key market segments in which Rakon

India operates, future product innovation and estimations of its own share of the market reflective of the

quality of its product range and technology advantages.

2

Gross margin – Management forecasted gross margin based on past performance and its expectations of

market development also taking into account gradual decline in average selling prices. Anticipated industry

trends, product innovations, manufacturing efficiency and raw material cost improvements have also been

factored into these gross margin assumptions.

Growth Rate and Discount Rate

The pre-tax discount rate used of 22.5% (2021: 22.6%). The terminal value within the VIU assessment has

been calculated using a terminal growth rate assumption of 2.5% (2021: 2.5%).

16. Leases

Right-of-use assets and lease liabilities arising from a lease are initially measured at present value by

discounting the future lease payments using the interest rate implicit to the lease. Where it is difficult to

determine the implicit interest rate, the incremental borrowing rate is used. The incremental borrowing

rate is determined by using where possible, a recent third-party financing received as a starting point and

adjusted for any changes since finance was received. If not, a build-up approach is used where the risk-free

interest rate is adjusted for credit risk for leases and specific to the lease terms.

Lease payments are allocated between the principal and finance cost. Right-of-use assets are depreciated

over the shorter of the asset’s useful life and the lease term on a straight-line basis.

The Group leases various properties, equipment and cars. Lease terms are negotiated on an individual basis

and contain a wide range of different terms and conditions. The leases do not impose any covenants, and

leased assets are not used as security for borrowings.

The Group’s lease agreements are for 12 months to 12 years and may have extension options exercisable by

the Group. Management applied judgement to determine the lease term for contracts that include renewal

options. The lease term assessment may significantly affect the amounts recognised for lease liabilities and

right-of-use assets. The Group has considered all facts and circumstances in their decisions relating to lease

extension options and have included all extension options for the manufacturing facilities and offices in the

calculations. The costs and business disruption were considered significant factors in this decision.

The lease term is reassessed if an option is exercised or terminated. No changes to lease options were

recorded in the current year (2021: nil).

The lease assets and liabilities do not include potential future increases in variable lease payments based on

an index. The lease liability is reassessed when these increases occur and are adjusted against the right-of-

use asset.

The total cash outflow for leases was $2,625,000 (2021: $2,962,000).

2022AssumptionRange5 Year CAGR

IndiaAnnual sales growth rate

1

6% to 20%10.0%

Gross margin %

2

21% to 28%n/a

Notes to the financial statements (continued)

2021AssumptionRange5 Year CAGR

IndiaAnnual sales growth rate

1

5% to 13%7.9%

Gross margin %

2

27% to 31%n/a

72
RAKON Annual Report |


FY 2022


b. Lease liabilities

Properties

$000s

Equipment

$000s

Motor vehicle

$000s

Total

$000s

As at 31 March 2021

Cost11,26792026112,448

Accumulated depreciation(4,296)(767)(190)(5,253)

Net book value6,971153717,195


Opening net book value6,971153717,195

Foreign exchange difference(204)812(121)

Additions 144––144

Disposals–(807)(166)(973)

Depreciation charge(2,154)(217)(55)(2,426)

Depreciation reversal on disposals–807166973

Closing net book value4,75717184,792


As at 31 March 2022

Cost10,7341756610,975

Accumulated depreciation(5,977)(158)(48)(6,183)

Net book value4,75717184,792

Total

$000s

As at 1 April 2021 7,690

Movements during the year

Additions 147

Accertion on interest365

Payments(2,625)

Foreign exchange difference (97)

Closing value5,480

In the prior year, under the Covid-19 Related Rent Concessions – Amendment to the NZ IFRS 16 Leases, the

Group had recorded rent concessions of $83,000 in other operating income, refer to note 8.

17. Interest in associates

Associates are entities over which the Group has significant influence but not control, generally

accompanying a shareholding of between 20% and 50% of the voting rights. The Group’s associates are

accounted for using the equity method. Under the equity method of accounting, the investments are initially

recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or

losses of the associates in the Statement of Comprehensive Income. Dividends received or receivable from

associates are recognised as a reduction in the carrying amount of the investment.


2022

$000s

2021

$000s

Current 2,0762,272

Non-Current 3,4045,418

5,480 7,690

Notes to the financial statements (continued)

a. Right-of-use assets

Current and non-current lease liabilities:

73
RAKON Annual Report |


FY 2022


Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the

Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides

evidence of an impairment of the asset transferred.

Set out below is the significant associate of the Group. The entities listed below have share capital consisting

solely of ordinary shares, which are held directly by the Group. The proportion of ownership interest is the

same as the proportion of voting rights held.

a. Timemaker Group

The Timemaker Group is the world’s largest quartz blank manufacturer and a key supplier to Rakon.

The tables below provides summarised financial information for the Timemaker Group. The information

disclosed reflects the amounts presented in the financial statements of the relevant associate and not the

Group’s share of those amounts. They have been amended to reflect adjustments made by the entity when

using the equity method, including fair value adjustments and modifications for differences in accounting

policy. The total Timemaker Group is an aggregate of Chengdu Timemaker Crystal Technology Co. Limited

and Shenzhen Taixiang Wafer Co. Limited.

The Company is entitled to a seat on the board of Timemaker Group and participates in all significant

financial and operating decisions. The Group therefore determined that it has significant influence.

Assets of Shenzhen Taixiang Wafer Co. Limited have been distributed and the company is undergoing

voluntary liquidation.

During the year Timemaker issued new shares to the employee share options scheme and to a new investor,

resulting in a reduction in Rakon’s shareholding and a gain on dilution.

Notes to the financial statements (continued)

% of ownership

interest

Net

Investment

Equity

accounted profit

Name of entity

Country of

Incorporation


2022


2021

Nature of

relationship

Measurement

method

2022

$000s

2021

$000s

2022

$000s

2021

$000s

Chengdu Timemaker

Crystal Technology Co. Ltd

China37%40%AssociateEquity

method

16,17211,902

Shenzhen Taixiang Wafer

Co. Ltd

China37%40%AssociateEquity

method

–431

Total Timemaker Group 16,17212,3332,3821,446

Chengdu Timemaker Crystal

Technology Co. Ltd

Shenzhen Taixiang

Wafer Co. Ltd

Total

Timemaker Group

2022

$000s

2021

$000s

2022

$000s

2021

$000s

2022

$000s

2021

$000s

Summarised Statement of

Comprehensive Income


Revenue61,78537,715––61,78537,715

Depreciation and

amortisation

(3,592)(2,943)––(3,592)(2,943)

Interest expenses(1,580)(1,034)––(1,580)(1,034)

Profit for the period6,1683,615––6,1683,615

Chengdu Timemaker Crystal

Technology Co. Ltd

Shenzhen Taixiang

Wafer Co. Ltd

Total

Timemaker Group

2022

$000s

2021

$000s

2022

$000s

2021

$000s

2022

$000s

2021

$000s

Summarised Balance Sheet

Current assets

Cash & cash equivalents9,0162,326–99,0162,335

Other current assets47,88433,967–1,06747,88435,034

Total current assets56,90036,293–1,07656,90037,369

Non–current assets34,43827,140––34,43827,140

Current liabilities

Financial liabilities (excluding

trade payables)

26,29316,349––26,29316,349

Other current liabilities19,79815,617––19,79815,617

Total current liabilities46,09131,966––46,09131,966

Non-current liabilities

Other non-current liabilities3,3321,712––3,3321,712

Total non-current liabilities3,3321,712––3,3321,712

Net assets41,91529,755–1,07641,91530,831

74
RAKON Annual Report |


FY 2022


18. Financial asset at fair value through other comprehensive

income – Thinxtra

Subsequent to losing significant influence in Thinxtra and ceasing equity accounting of the investment on

1 June 2018, the Group elected to present changes in fair value of its investment in other comprehensive

income (FVOCI).

Notes to the financial statements (continued)

Chengdu Timemaker Crystal

Technology Co. Ltd

Shenzhen Taixiang

Wafer Co. Ltd

Total

Timemaker Group

2022

$000s

2021

$000s

2022

$000s

2021

$000s

2022

$000s

2021

$000s

Reconciliation of net assets

to carrying amount


Rakon's share in %37%40%37%40%37%40%

Rakon's share of associate's

net assets

15,53811,902–43115,53812,333

Investment diluted634–––634–

Carrying amount16,17211,902–43116,17212,333

Movement in carrying

amount


Opening net assets 1 April 12,33311,714

Dividend (156)–

Equity accounted profit 2,3821,446

Dilution of sharehloding 634–

Foreign exchange movement 979(827)

Carrying amount 16,17212,333

The FVOCI are strategic investments which are not held for trading, and which the Group has irrevocably

elected the classification at initial recognition, considering this to be more relevant. For assets measured at

FVOCI, gains and losses on revaluation are recorded in OCI reserve. On disposal of these equity investments,

any related balance within the OCI reserve is reclassified to retained earnings.

a. Thinxtra

Thinxtra Pty Limited (Thinxtra) is an ‘Internet of Things’ (IoT) business that started in 2016. Thinxtra’s focus is

on establishing an IoT network in Australia, New Zealand and Hong Kong and providing products, services

and solutions enabling connectivity of devices to the network. Thinxtra’s business model is based on

subscription for access to the network, platform solutions and the sale of IoT products. Further information

is available at www.thinxtra.com.

Rakon was one of the founding members of Thinxtra in 2016, and has a 7.0% ownership interest at 31 March

2022 (March 2021: 6.9%). This is calculated on a fully diluted basis including the exercise of any existing options.

The Directors have reviewed the information and observations available and confirm a valuation of A$2.5m

or A$3.16 per share as at 31 March 2022 (31 March 2021: A$2.8m).

b. Valuation of the investment in Thinxtra at 31 March 2022

It is recognised that there is a high level of volatility and judgement required in valuing Thinxtra given its

early stage of business; the new and developing IoT market and ecosystem in which it operates; the volatility

in prices achieved by historic capital raises, it being a private company investment not actively traded; and

the track record of the Company in achieving its forecast performance. The Directors recognise there is a

high risk of the valuation will change significantly over time and have chosen to adopt this consistent overall

methodology for the valuations reported at since 31 March 2019.

In forming the Directors’ judgement, the Directors have taken into consideration whether there is an active

market in Thinxtra as indicated by the last capital raise in February 2020 for A$9m, which concluded in August

2020 with an additional subscription of A$1m. The Directors concluded that there is not. If there is an active

market, the fair value would be considered to be the recent share issue price as the investment would be

treated as a Level 1 investment under the fair value hierarchy (refer to scenarios below).

The Directors reviewed the available information to date including Thinxtra’s audited financial statements

75
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

for the year ended 30 June 2021 and other shareholder communications. Weightings have been adjusted to

recognise that forecasts were not fully met in the latest financial statements.

Valuation methodology and key inputs

In undertaking the fair value assessment, given the range of potential outcomes, it was considered that one

single valuation method would not provide an appropriate result. Accordingly, the Directors have used a

range of valuation techniques which provide different scenario outcomes. These outcomes have then been

assigned a weighting based on the available information and Directors’ judgement. The methodology, key

inputs and overall outcome is summarised as follows:

The valuation was based on Rakon having a 7.0% shareholding which assumed any existing share options

were exercised and all shares were issued under the capital raise offer that was open. No weighting was

assigned to the additional A$1m raised as an extension of the February 2020 capital raise.

The resultant valuation of A$3.16 per share is adopted in the 31 March 2022 financial statements (2021:

A$3.57).

Weighting Assigned

Valuation Technique

20222021

A: Discounted cash flow (discount rate 15%)20%30%

B: February 2020 capital raise of A$9m at A$2.29 per share80%70%

Sensitivities on key inputs

The Directors recognise that the valuation outcomes under each technique are dependent on assumptions

used. The following table provides an analysis of the impact on the final valuation where key assumptions

are changed:


Scenario


Assumptions changes

Valuation

NZ$m


change

a) Base case valuationBase case2.7

b) Discounted cash flowCash flow is 50% lower than forecast2.1(0.6)

c) Discounted cash flowDiscount rate is 1% higher (ie 16%)2.5(0.2)

Valuation TechniqueBase caseAlternate case AAlternate case B

Discounted cash flow20%70% 0%

A$9m capital raise80%30%100%

100%100%100%

Valuation NZ$m2.74.51.9

change in valn NZ$m+1.8-0.7

Sensitivities on probability weightings assigned

The Directors recognise that the final valuation is dependent on weightings assigned to each scenario/

valuation technique combination. The following table provides an analysis of the impact on the final valuation

where the weightings are changed.

To provide an indication about the reliability of the inputs used in determining fair value, the Directors

classified the fair valuation of Thinxtra investment as a level 3 investment. Instruments are classified as level

3 only if one or more of the significant inputs for the valuation is not based on observable market data.


19. Borrowings

The borrowings are initially recognised at fair value and subsequently measured at amortised cost. Fees paid

are recognised in the Statement of Comprehensive Income when the draw down occurs. Borrowings are

removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or

expired. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer

settlement of the liability for at least 12 months after balance date.

76
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

The Group is reliant on its bank facilities and equity as the principal sources of capital management. The ability

of the Group to remain in compliance with its banking covenants has been considered by the Directors in the

adoption of the going concern assumption during the preparation of these financial statements.

a. Line of credits

The Group maintains following line of credits.

b. Tanarra

On 30 April 2021, a $20m New Zealand Dollars debt facility was agreed with Tanarra Credit Partners. An

initial $10m was drawn down immediately and used to repay the existing ASB Bank working capital facility

which was reduced to nil. The debt facility is repayable at the end of five years and is secured by a general

security deed over all the present and after-acquired property of the guaranteeing group comprising Rakon

Limited, Rakon Financial Services Limited and Rakon International Limited.

Rakon has agreed to certain conditions in relation to other indebtedness, financial accommodation and

distributions. The financial covenants include debt to total tangible assets, net debt to Underlying EBITDA

and cash available for debt servicing to interest. The interest rate is based on the New Zealand bank bill

reference rate, margin and line fees as applicable.

During the year the Company operated within its required financial covenants.

c. State Bank of India

Rakon India has an existing facility with the State Bank of India including ₹150m (NZ$3.2m) which can be

used for cash based working capital requirements, unchanged from the prior year.

d. Crédit Agricole Provence Côte D’Azur

The bank borrowings include a €3.5m French government backed loan that was made available to Rakon

France (2021: €3.5m). In May 2021, the Company exercised its option to extend this loan for a further five

years. Repayment of the loan is spread equally over the final four years to June 2026. The effective interest

rate is 1.24% for the remaining term of five years. There are no covenants on the loan and no additional

security is required.

e. ASB

At 31 March 2021 a $6.7m combined trade facility and a $3.3m overdraft was in place. The facility was ended

upon receipt of the Tanarra debt facility.

f. Borrowings balance

Refer to note 26 for the exposure of the Group’s bank borrowings to interest rate changes and the

contractual re-pricing dates at the balance date.

g. Borrowings costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying

2022

$000s

2021

$000s

Current

French Government loan1,1795,894

Other borrowings118539

Current borrowings1,2976,433

Bank overdrafts–3,599

Total current borrowings1,29710,032


Non-current

Tanarra loan10,000–

French Government loan4,412–

Other borrowings272–

Non-current borrowings14,684–

77
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

asset are capitalised. The Group did not have any capitalised borrowing costs. Other borrowing costs are

expensed in the period in which they incur, refer note 10.

h. Net debt reconciliation

20. Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the

end of the financial period, which are unpaid. The carrying amounts are considered to be the same as fair

values, due to their short-term nature. The trade payables are unsecured and are usually paid within 60 days

of recognition. Employee entitlements are liabilities for wages and salaries, and annual leave in respect to

employees’ services up to the reporting date expected to be settled within 12 months of the reporting date.

Other assetLiabilities from financing

activities

Cash/bank

overdraft

$000s


Borrowings

$000s


Leases

$000s


Total

$000s

Balance as at 1 April 2020(7,762)(145)(9,445)(17,352)

Cash flows to (increase)/reduce liabilities18,471–2,96221,433

Acquisitions–(6,450)(531)(6,981)

Foreign exchange changes7651624011,328

Interest on lease liabilities––(1,077)(1,077)

Balance as at 31 March 202111,474(6,433)(7,690)(2,649)

Cash flows to reduce liabilities27,444–2,62530,069

Acquisitions–(10,000)(147)(10,147)

Foreign exchange changes31145297860

Interest on lease liabilities––(365)(365)

Balance as at 31 March 202239,229(15,981)(5,480)17,768

21. Provisions

A provision is recognised when the Group has a present legal or constructive obligation as a result of a

past event and it is probable that an outflow of economic benefits, which can be reliably estimated, will be

required to settle the obligation. The carrying value is the best estimate of the management. If the effect

is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that

reflects current market assessments of the time value of money and where appropriate, the risks specific to

the liability.

2022

$000s

2021

$000s

Trade payables 17,21511,207

Amounts due to related parties (note 29) 4,034890

Employee entitlements 10,59110,737

Accrued expenses 4,1683,192

Total trade and other payables 36,00826,026

78
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

a. Retirement provision

The Group’s net obligation in respect of the French retirement indemnity plan is the amount of future

benefit that employees have earned in return for their service in the current and prior periods. The

obligation is calculated using the projected unit credit method and is discounted to its present value and the

fair value of any related assets is deducted. The French retirement indemnity plan entitles permanent French

employees to a lump sum on retirement. The payment is dependent on an employee’s final salary and the

number of years of service rendered.

French employees are entitled to a retirement pay-out once they have met specific criteria. This is a one-

off payment based on service time at retirement date. A provision has been created to recognise this cost

taking in consideration the time served, probability of attainment and discount rates. An actuarial valuation

was performed at 31 March 2022.

b. Long service leave

The Group’s net obligation in respect of long service leave is the amount of future benefit that employees

have earned in return for their service in the current and prior periods. The obligation is calculated using the

projected unit credit method and is discounted to its present value.

New Zealand employees are entitled to long service leave after the completion of 10 years of continuous

service, in the form of special holidays and allowance. A provision has been created to recognise this cost,

taking into consideration the time served, probability of attainment and discount rates.

c. Lease make good

The Company is required to restore the leased premises at Mt Wellington, Auckland, New Zealand and

Bengaluru, India to their original condition at the end of the respective lease terms. A provision is recognised for

the present value of the estimated expenditure required to remove any leasehold improvements. These costs

have been capitalised as part of the cost of leasehold improvements and are amortised over the lease terms.

22. Taxation

The Group is subject to income taxes in several jurisdictions. Judgement is required in determining the worldwide

provision for income taxes and recognition of deferred tax. There are many transactions and calculations for

which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax

outcome of these matters is different from the amounts that were initially recorded, such differences will affect

the income tax and deferred tax provisions in the period in which such determination is made.

Retirement

provisions

$000s

Long service

leave

$000s

Lease make

good

$000s


Total

$000s

At 31 March 20202,4315186833,632

Charged to the Statement of Comprehensive

Income


Additional provisions recognised200150–350

Unwinding of discount––1616

Unused amount reversed–(12)–(12)

Used during the year(132)(168)–(300)

Foreign exchange(222)––(222)

At 31 March 20212,2774886993,464

Charged to the Statement of Comprehensive

Income


Additional provisions recognised325274–599

Unwinding of discount––1616

Unused amount reversed–(48)–(48)

Used during the year(404)(72)–(476)

Foreign exchange(107)––(107)

At 31 March 20222,0916427153,448


Current portion389242–631

Non-current portion1,7024007152,817

Total provisions2,0916427153,448

79
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

The current and deferred tax is recognised in the Statement of Comprehensive Income, except to the extent

that it relates to items recognised in Statement of Other Comprehensive Income (OCI), or directly in equity.

In this case, the tax is recognised in the OCI or equity, respectively.

a. Income tax expense

Income tax expense is calculated on applicable income tax rate for each jurisdiction, and adjusted by the

changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and

adjustments relating to the prior period.

The tax on the Group's result before tax differs from the theoretical amount that would arise using the

weighted average tax rate applicable to the results of the consolidated entities.

2022

$000s

2021

$000s

Current tax(3,738)(1,594)

Deferred tax expense(5,041)67

Income tax expense(8,779)(1,527)

The weighted average applicable tax rate was 21% (2021: 14%).

Property

plant and

equipment

$000s


Employee

benefits

$000s



Other

1

$000s

Future

income tax

benefit

$000s



Total

$000s

At 31 March 2020(422)6616,3192,5029,060

(Charged)/credited to profit or loss154588(731)5667

Losses transferred to subsidiaries–––(37)(37)

Charged to equity––(2,745)–(2,745)

Foreign exchange difference(5)–(74)–(79)

At 31 March 2021(273)1,2492,7692,5216,266

(Charged)/credited to profit or loss(328)231(2,342)(2,602)(5,041)

Charged to equity––398–398

Foreign exchange difference(10)–218192

At 31 March 2022(611)1,480846–1,715


Reconciliation of income tax expense

2022

$000s

2021

$000s

Profit before tax 41,89011,165

Tax calculated at domestic tax rates applicable to profits in the respective

countries

(10,950)(2,312)

Non-deductibles(99)26

Expenses deductible for tax purposes2,343–

Prior year adjustment(370)(253)

Associate result reported net of tax496238

Change in deferred tax rate(109)–

Recognition and utilisation of previously unrecognised tax losses–2,800

Tax losses for which no deferred income tax asset was recognised(90)(2,026)

Income tax expense(8,779)(1,527)

b. Deferred tax

Deferred tax is recognised using the liability method on the temporary differences between the tax bases of

assets and liabilities and their carrying amounts. Deferred tax assets are recognised only if management is

certain that the future benefits of the taxable amount will be utilised. Judgement is required when deferred

tax assets are reviewed at each reporting date. The management uses future forecasts to ascertain future

benefits of deferred tax assets.

1

Includes deferred tax arising from financial instruments (cash flow hedges) and inventory provisioning.

In the prior year, the Company had recorded the remaining balance of unrecognised tax losses amounting

to $10,896,000.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax

assets and current tax liabilities and when the deferred income taxes relate to the same taxation authority.

80
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

c. Imputation balances

Imputation credit account with Inland Revenue.

23. Share capital

Ordinary shares are classified as equity. The holder of the ordinary shares present in a meeting or by proxy

is entitled to one vote per share held. The holder is also entitled to participate in dividends, and to share in

the proceeds of winding up the Group in proportion to the number of shares held. Incremental costs directly

attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the

proceeds.

At 31 March 2022 the total number of ordinary shares that were authorised and issued, including treasury

shares, is 229,055,272 shares (2021: 229,055,272) made up as follows:

• 226,961,983 are fully paid shares (2021: 226,961,983)

• 321,972 unpaid ordinary shares were on issue and held in trust on behalf of participants in the Rakon

Share Plan (2021: 321,972)

• 1,771,317 unpaid ordinary shares were held by Rakon ESOP Trustee Limited for future allocation to

participants (2021: 1,771,317)

At 31 March 2022, the share capital remained unchanged at $181,024,000.

24. Earnings per share

Earnings per share is the amount of post-tax profit attributable to each share.

a. Basic

2022

$000s

2021

$000s

Deferred tax assets 1,806 6,398

Deferred tax liabilities(91) (132)

Net deferred tax asset1,715 6,266

2022

$000s

2021

$000s

Imputation credit available for use in subsequent periods13,26911,205

b. Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares

outstanding to assume conversion of all dilutive potential ordinary shares.

2022

$000s

2021

$000s

Weighted average number of ordinary shares on issue (000s) (note 23)226,962 226,962

Continuing operations

Earnings attributable to equity holders of the Group ($000s) 33,1119,638

Basic earnings per share (cents per share)14.6 4.2

2022

$000s

2021

$000s

Weighted average number of ordinary shares on issue (000s) (note 23) 226,962226,962

Adjustments for dilutive potential ordinary shares (restricted ordinary shares

and share options)

1,302322

Weighted average number of ordinary shares for diluted earnings per share228,264 227,284

Continuing operations

Earnings attributable to equity holders of the Group ($000s)33,111 9,638

Diluted earnings per share (cents per share)14.5 4.2

81
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

25. Other reserves

1

OCI – Thinxtra revaluation through other comprehensive income.

Foreign

currency

translation

reserve


$000s



Hedging

reserve


$000s



Share option

reserve


$000s


OCI

1


revaluation


$000s




Total

$000s

At 31 March 2020(19,243)(5,028)3,064(2,086)(23,293)

Cash flow hedges

Fair value gains in year–9,461––9,461

Cost of hedge–(105)––(105)

Changes in fair value of equity investments

at fair value through other comprehensive

income – Thinxtra

–––203203

Tax on fair value gains–(2,620)––(2,620)

Transfers to revenue–445––445

Income tax on transfers to revenue–(125)––(125)

Subsidiaries(3,999)–––(3,999)

Associate – Timemaker Group(827)–––(827)

At 31 March 2021(24,069)2,0283,064(1,883)(20,860)

Cash flow hedges

Fair value loss in year–(3,414)––(3,414)

Cost of hedge–(725)––(725)

Changes in fair value of equity investments

at fair value through other comprehensive

income – Thinxtra

–––(440)(440)

Tax on fair value loss–1,159––1,159

Transfers to revenue–2,717––2,717

Income tax on transfers to revenue–(761)––(761)

Subsidiaries(1,496)–––(1,496)

Associate – Timemaker Group979–––979

Long term incentive plan––108–108

At 31 March 2022(24,586)1,0043,172(2,323)(22,733)

a. Foreign currency translation reserve

Recognises exchange differences arising on translation of the foreign controlled entities, as described

in note 4. The cumulative amount is reclassified to the Statement of Comprehensive Income when the

investment is disposed.

b. Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of

hedging instruments and the cost of hedging used in cash flow hedges. The cost of hedging is subsequently

recognised in the Statement of Comprehensive Income, or directly included in the initial cost or other

carrying amount of a non-financial asset or non-financial liability.

c. Share option

The share-based payments reserve is used to recognise:

• the grant date fair value of options issued to employees but not exercised

• the grant date fair value of shares issued to employees

• the grant date fair value of deferred shares granted to employees but not yet vested.

d. Financial asset at fair value through other comprehensive income (FVOCI)

The Group has elected to recognise the change in fair value of investment in Thinxtra in other

comprehensive income, refer to note 18. These changes are accumulated within the FVOCI reserve, and

transferred to retained earnings when investment is derecognised.

26. Financial risk and capital management

The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk.

The Board has overall responsibility for the establishment and oversight of the Group’s risk management

framework. The Board has established the Audit and Risk Committee, which together with the Board, is

responsible for developing and monitoring the Group’s risk management policies.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group,

to set appropriate risk limits and controls and to monitor risk adherence to limits. Risk management policies

and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Group’s risk management is predominantly controlled at the head office in New Zealand (Group

treasury) under policies approved by the Board. The Group treasury identifies, evaluates and hedges

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RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

financial risks in close co-operation with the Group’s operating units. The Board provides written principles

for overall risk management, as well as policies covering specific areas, such as foreign exchange risk,

interest rate risk, and credit risk, use of derivative financial instruments and non-derivative financial

instruments, and investment of excess liquidity.

a. Derivatives

The Group is exposed to certain risks relating to its ongoing business operations. To mitigate the risks the

Group uses derivative financial instruments such as foreign currency forward exchange contracts and foreign

currency collar options. These instruments are held for risk and asset management purposes only and not

for the purpose of speculation.

In accordance with its wider risk management, it is the Group’s strategy to apply cash flow hedge accounting

to keep its foreign currency revaluation fluctuations within its established limits. Applying cash flow hedge

accounting enables the Group to reduce the cash flow fluctuations arising from foreign exchange risk on an

RiskExposure arising fromMeasurementManagement

Financial risk

management and

capital management

Cash and cash

equivalents, trade

receivables, derivative

financial instruments

Aging analysis


Credit ratings

Credit limits and terms

Liquidity riskBorrowings and other

liabilities

Rolling cash flow forecastsAvailability of committed

credit lines and

borrowing facilities

Market risk – foreign

exchange

Recognised financial

assets and liabilities

not denominated in

Group currency units

Cash flow forecasting

Sensitivity analysis

Foreign currency

forwards and foreign

currency options

Market risk – interest

rate

Bank overdraft at

variable rates

Sensitivity analysisInterest rate swaps

instrument or group of instruments, or to hedge mismatches. A cash flow hedge is a hedge of the exposure

to variability in cash flows that is attributable to a particular risk associated with a recognised asset or

liability or a highly probable forecast transaction that could affect profit or loss.

Derivatives and hedge accounting

The Group designates certain derivatives to be part of a hedging relationship. These are classified as cash

flow hedges. The Group enters into hedge relationships where the critical terms of the hedging instrument

match exactly with the terms of the hedged item. The Group performs a qualitative assessment of

effectiveness and maintains hedging documentation which describes the economic relationship, objective

and strategy for the hedge transactions. The effectiveness of the hedged relationships are assessed on an

ongoing basis.

The fair value changes to the effective portion of the cash flow hedges are recognised (including related tax

impacts) through OCI in the cash flow hedge reserve in equity, refer to note 25. The balance of the cash flow

hedge reserve in relation to each particular hedge is transferred to the Statement of Comprehensive Income

in the period when the hedged item affects Statement of Comprehensive Income. Hedge accounting is

discontinued when a hedging instrument expires, is sold, terminated, or when a hedge no longer meets the

criteria for hedge accounting.

If the maturity of the hedged item is less than 12 months, the full fair value of a hedging derivative is

classified as a current asset or liability, otherwise non-current asset or liability. Derivatives that do not meet

the hedge accounting criteria are classified as held for trading for accounting purposes and are accounted

for at fair value through profit and loss.

83
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

The following table sets out the Group’s derivative financial instruments in the Balance Sheet.

Forward foreign exchange contracts

In hedges of foreign currency purchases, ineffectiveness may arise if the timing of the forecast transaction

changes from what was originally estimated, or if there are changes in the credit risk of the derivative

counterparty. The hedged highly probable forecast transactions denominated in foreign currency are

expected to occur at various dates during the next 24 months.

Where option contracts are used as the hedging instrument, the Group designates only the intrinsic value.

These are recognised in the cash flow hedge reserve within equity. The changes in time value of the options

that related to the hedged item are recognised within OCI in the cost of hedging reserve with equity.

When forward contracts are used to hedge, the Group designates full change in fair value of the forward

contract as the hedging instrument.

2022

Assets

$000s

2022

Liabilities

$000s

2021

Assets

$000s

2021

Liabilities

$000s

Forward foreign exchange contracts — cash flow

hedges

1,7435742,71139

Forward foreign exchange collar option — cash flow

hedges

697471397250

Total derivative financial instruments2,4401,0453,108289

Less: non-current forward foreign exchange — cash

flow hedges

1,095385587260

Current derivative financial instruments1,3456602,52129

Financial assets/ liabilities at fair value through profit

or loss

201194333–

Total derivative financial instruments1,5468542,85429

The following table summarises the Group’s current hedging instruments.

b. Credit risk

The Group is exposed to credit risk arising from trade customers, financial instruments (notes 18, 26a),

and cash and cash equivalents (note 11). The maximum exposure to credit risk at the end of the period is

represented by the carrying value of these financial assets.

20222021

Foreign

currency

options

Foreign

currency

forwards

Foreign

currency

options

Foreign

currency

forwards

Notional amount ($000s)21,520103,37618,08747,569

Maturity date Apr-22

to Dec-23

Apr-22

to Mar-24

Nov-21

to Jan-23

Apr-21

to Oct-22

Hedge ratio1:11:11:11:1

Change in intrinsic value of outstanding hedging

instruments

87 148

Weighted average strike rate on outstanding

options


GBP/USD– 1.32

NZD/USD0.677 0.682

Weighted average contract rate on forwards

NZD/USD 0.677 0.655

GBP/USD 1.32 1.28

INR/USD 77.27 74.32

JPY/USD 114.73 108.86

84
RAKON Annual Report |


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Notes to the financial statements (continued)

The Group has financial assets of trade receivables from sales of inventory that are subject to the expected

credit loss model. The Group has established credit policies, and applies the NZ IFRS 9 Financial Instruments

simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all

trade receivables, refer to note 12. The Group’s exposure to credit risk is influenced mainly by the individual

characteristics of each customer. The demographics of the Group’s customer base, including the default risk

of the industry and country, in which customers operate, has less influence.

The Group only deals with institutions with high credit quality for banking and derivative counterparty.

c. Liquidity risk

The Group maintains committed credit facilities to ensure adequate cash is available to meet obligations

when due. Management monitors rolling forecasts of the Group’s liquidity position on the basis of expected

cash flow. Forecasts indicate that the Group operates within its credit facilities.

The following table shows the contractual undiscounted cash flow maturities of financial liabilities, including

interest payments and excluding the impact of netting agreements.

d. Market risk – foreign exchange

The objective of market risk management is to manage and control market risk exposures within acceptable

parameters, whilst optimising the return on risk. The Group enters into derivatives in the ordinary course of

business and also incurs financial liabilities in order to manage market risks. All such transactions are carried out

within the guidelines set by the Board and the Audit and Risk Committee. Generally, the Group seeks to apply

hedge accounting in order to manage volatility in the Statement of Comprehensive Income.

The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the

respective functional currencies of the Group’s entities, primarily New Zealand Dollars (NZD), Sterling Pounds

(GBP), Euros (EUR) and Indian Rupees (INR). The currencies in which these sales and purchases transactions are

primarily denominated are US Dollars (USD), Japanese Yen (JPY), INR, NZD, GBP and EUR. The Group uses foreign

currency forward exchange contracts and collar options to hedge its currency risk. The table below summarises

the foreign exchange exposure on the net monetary assets of the Group against its respective functional

currency, expressed in NZD.

31 March 2022Carrying

amount

$000s

6 months

or less

$000s

6 - 12

months

$000s

1-2

years

$000s

2-5

years

$000s

5- 10

years

$000s

Financial liabilities

Secured bank loans (note 19)4,412(470)(706)(1,178)(2,110)–

Derivatives (note 26)1,239(479)(375)(279)(105)–

Trade and other payables

(note 20)

21,249(21,249)––––

Other borrowings (note 19)10,390(58)(58)(123)(10,151)–

Lease liabilities (note 16)5,480(883)(949)(1,597)(1,916)(121)

Total financial liabilities42,770(23,139)(2,088)(3,177)(14,282)(121)

31 March 2021Carrying

amount

$000s

6 months

or less

$000s

6 - 12

months

$000s

1-2

years

$000s

2-5

years

$000s

5- 10

years

$000s

Financial liabilities

Secured bank loans (note 19)5,894(5,900)––––

Derivatives (note 26)289(21)(7)(261)––

Trade and other payables

(note 20)

26,026(26,026)––––

Other borrowings (note 19)539(179)(49)(98)(213)–

Bank overdraft (note 19)3,599(3,695)––––

Lease liabilities (note 16)7,690(1,346)(1,314)(2,092)(3,996)(210)

Total financial liabilities44,037(37,167)(1,370)(2,451)(4,209)(210)

USD

$000s

EUR

$000s

GPB

$000s

JPY

$000s

31 March 202242,833 1,657 122 (1,375)

31 March 202127,9522,149(72)(2,053)

85
RAKON Annual Report |


FY 2022


The following significant exchange rates applied during the year.

Notes to the financial statements (continued)

Sensitivity analysis

Underlying exposures

A 10% weakening of the NZD against the following currencies at 31 March would have increased

(decreased) equity and profit or loss by the amounts shown below. Based on historical movements, a 10%

increase or decrease in the NZD is considered to be a reasonable estimate. This analysis assumes that all

other variables, in particular interest rates remain constant. The analysis was performed on the same basis

for 2021.

Average rateReporting date rate

2022202120222021

NZD/USD0.69670.66950.69470.6994

NZD/EUR0.59940.57390.62600.5939

NZD/GBP0.50980.51120.53040.5072

NZD/INR51.851249.453652.784250.8746

NZD/JPY78.208070.857785.100076.7000

A 10% strengthening of the NZD against the above currencies at 31 March would have had the equal but

opposite effect, on the basis that all other variables remain constant.

20222021


Equity

$000s

Profit

or loss

$000s


Equity

$000s

Profit

or loss

$000s

USD 4,759 4,7593,1063,106

EUR 184184239239

GBP 14 14(8)(8)

JPY (153) (153)(228)(228)

Forward foreign exchange contracts

A 10% weakening of the purchased currencies below against the forward foreign exchange contracts

outstanding at 31 March, would have increased (decreased) equity and profit or loss by the amounts shown

below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis

is performed on the same basis for 2021.

20222021

Fair

value

$000s


Equity

$000s

Profit

or loss

$000s

Fair

value

$000s


Equity

$000s

Profit

or loss

$000s

Forward foreign exchange

contracts – Cash flow hedge


Net buy NZD sell USD10,604(10,604)–5,172(5,172)–

Net buy GBP sell USD159(159)–187(187)–

Net buy INR sell USD(201)201––––

Net buy JPY sell USD(725)725–72(72)–

Forward foreign exchange

contracts – held for trading


Net buy NZD sell USD(2,761)(955)(955)283(278)(278)

Net buy GBP sell USD(34)(159)(48)42(60)(60)

Net buy INR sell USD65201808(80)(80)

Net buy JPY sell USD520725132–––

86
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

e. Market risk – interest rate

The Group adopts a policy to manage its exposure to interest rate risk by considering interest rates swap

agreements.

Profile

At 31 March the interest rate profile of the Group’s interest bearing financial instruments.

Sensitivity analysis

An increase of 100 basis points in interest rates at 31 March would have increased/(decreased) equity and

profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular

foreign exchange rates, remain constant. The analysis for 2022 was performed on the same basis as 2021.

Variable rate instruments

2022

$000s

2021

$000s

Financial assets (note 11) 39,229 15,073

Financial liabilities (note 19) (10,000) (3,599)

Net variable rate instruments 29,229 11,474

Fixed rate instruments

Financial liabilities (note 19) (5,981) (6,433)

Net fixed rate instruments (5,981) (6,433)

A decrease of 100 basis points in interest rates at 31 March would have the opposite impact to what is

shown above.

f. Capital risk management

The Group’s objective when managing capital is to maintain its ability to continue as a going concern, meet

its debt obligations, maintain an appropriate capital structure that provides flexibility to take advantage of

growth opportunities, and manage capital costs. The Group’s capital comprises of all components of equity.

The Group also maintains borrowings and credit facilities, refer to note 19 for details.


27. Commitments

a. Capital commitments

Capital expenditure contracted for at the balance date but not incurred is $1,600,000 (2021: $721,000).

28. Principal subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group

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. Subsidiaries are fully consolidated from the date

on which control is transferred to the Group. The acquisition method of accounting is used to account for

business combinations by the Group. They are deconsolidated from the date that control ceases.

All material transactions between subsidiaries or between the parent company and subsidiaries are

eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to

ensure consistency with the policies adopted by the Group.

20222021


Equity

$000s

Profit

or loss

$000s


Equity

$000s

Profit

or loss

$000s

Variable rate instruments(100) (100)(36)(36)

Fixed rate instruments ––(5)(5)

87
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

The list of subsidiaries is as follows:

Rakon ESOP Trustee Limited and Rakon PPS Trustee Limited are classified as in-substance subsidiaries and

are consolidated into the Group financial statements.

During the year, Rakon (Mauritius) Limited was voluntarily liquidated.

29. Related party transactions

a. Key management personnel compensation

% interest held by

the Group


Name of entity


Principal activities

Country of

incorporation

Balance

date


2022


2021

Rakon America LLCMarketing supportUSA31-Mar100100

Rakon Singapore (Pte)

Limited

Marketing supportSingapore31-Mar100100

Rakon Financial Services

Limited

FinancingNew Zealand31-Mar100100

Rakon International

Limited

Marketing supportNew Zealand31-Mar100100

Rakon UK Holdings

Limited

Holding companyUnited Kingdom31-Mar100100

Rakon UK LimitedResearch and

development

United Kingdom31-Mar100100

Rakon France SAS R&D, manufacturing and

sales

France31-Mar100100

Rakon Investment HK

Limited

Holding companyHong Kong31-Mar100100

Rakon Crystal Electronic

International Limited

Marketing supportChina31-Mar100100

Rakon India Pvt Limited Manufacturing, R&D and

sales

India31-Mar100100

Rakon (Mauritius) LimitedHolding companyMauritius31-Mar–100

Rakon ESOP Trustee

Limited

Share trusteeNew Zealand31-Mar––

Rakon PPS Trustee

Limited

Share trusteeNew Zealand31-Mar––

b. Transactions with other related parties

No amounts owed by a related party have been written off or forgiven during the year. Following is

the summary of transactions between related parties, and closing receivables and payables balance. All

transactions were made on normal commercial terms and condidtions.

2022

$000s

2021

$000s

Salaries and other short-term employee benefits4,854 4,275

Directors' fee449 318

Total key management compensation 5,303 4,593

2022

$000s

2021

$000s

Transactions with associates

Sales to associate, Chengdu Timemaker Crystal Technology Co. Limited - 42

Purchases from associate, Chengdu Timemaker Crystal Technology Co.

Limited

(2,948)(1,625)

Net transactions (2,948) (1,583)

Payables to Chengdu Timemaker Crystal Technology Co. Limited (962) (255)

Receivables from Rakon HK Limited 179 160

Transactions with Siward Crystal Technologies Co. Limited

Sales 2,143 683

Purchases (11,579) (2,003)

Net transactions (9,436) (1,320)

Payables to Siward Crystal Technologies Co. Limited (3,072)(635)

Receivables from Siward Crystal Technologies Co. Limited 175 106

88
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

30. Share based payments

The Group’s management awards qualifying employees’ bonuses, in the form of share options and

conditional rights to redeemable ordinary shares, from time to time, on a discretionary basis. These are

subject to vesting conditions and their fair value is recognised as an employee benefit expense with a

corresponding increase in other reserve equity over the vesting period. The fair value determined at

grant date excludes the impact of any non-market vesting conditions, such as the requirement to remain

in employment with the Group. Non-market vesting conditions are included in the assumptions about

the number of options that are expected to vest and the number of redeemable ordinary shares that are

expected to transfer.

a. Long term incentive plan

Certain key personnel of the Group, based in New Zealand, receive remuneration in the form of share-

based payments, whereby employees render services as consideration for equity instruments (equity-settled

transactions). Employees working overseas are granted Phantom Share Rights which are settled in cash

(cash-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made

using an appropriate valuation model.

That cost is recognised in employee benefits expense note 7, together with a corresponding increase in

equity (other capital reserves), over the period in which the service conditions are fulfilled (the vesting

period). The cumulative expense recognised for equity-settled transactions at each reporting date until the

vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the

number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or

loss for a period represents the movement in cumulative expense recognised as at the beginning and end of

that period.

Service conditions are not taken into account when determining the grant date fair value of awards, but

the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number

of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant

date fair value. Any other conditions attached to an award, but without an associated service requirement,

are considered to be non-vesting conditions.

When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date

fair value of the unmodified award, provided the original terms of the award are met. An additional expense,

measured as at the date of modification, is recognised for any modification that increases the total fair value

of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is

cancelled by the entity or by the counterparty, any remaining element of the fair value of the award that has

not yet been recognised as an expense is expensed immediately through profit or loss.

Cash-settled transactions

A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially

and at each reporting date up to and including the settlement date, with changes in fair value recognised

in profit or loss in employee benefits expense note 7. This fair value is expensed over the period until the

vesting date with recognition of a corresponding liability. The fair value is determined using a Monte Carlo

model. The approach used to account for vesting conditions when measuring equity-settled transactions

also applies to cash-settled transactions.

Estimates and judgements

Estimating fair value for share-based payment transactions requires determination of the most appropriate

valuation model, which depends on the terms and conditions of the grant. This estimate also requires

determination of the most appropriate inputs to the valuation model including market price volatility, risk

free rates, liquidity and making assumptions about them. The Group initially measures the cost of cash-

settled transactions with employee using a Monte Carlo model to determine the fair value of the liability to

be incurred. For cash-settled share-based payment transactions, the liability needs to be re-measured at the

end of each reporting period up to the date of settlement, with any changes in fair value recognised in profit

or loss. This requires a reassessment of the estimates used at the end of each reporting period.

For the measurement of the fair value of equity-settled transactions with employees at the grant date, the

Group uses a Monte Carlo model.

Rakon’s Long Term Incentive Plan (“LTIP”) was established on 13 December 2021. Under the LTIP, Share

Rights and Phantom Share Rights of the parent are granted to key management personnel of the parent

and certain subsidiaries, respectively. Employees are entitled to shares of the parent and cash payment upon

vesting of Share Rights and Phantom Share Rights, respectively. No payment is required to be made by

employees to accept the offer or upon receipt of ordinary shares in the parent with respect to any vested

Share Rights or upon receipt cash payment with respect to any vested Phantom Share Rights.

89
RAKON Annual Report |


FY 2022


Notes to the financial statements (continued)

Vesting of Share Rights and Phantom Share Rights is dependent on the Group’s total shareholder return

(“TSR”) exceeding the TSR of the NZX50 over the measurement period. Employees must remain in service

for a period of 2.5 years from grant date (December 2021).

Share Rights

Key personnel of parent are granted Share Rights. The fair value of Share Rights is estimated at the grant

date using a model, taking into account the terms and conditions upon which the Share Rights were

granted.

The model simulates the TSR and compares it against the TSR of the NZX50. It takes into account historical

and expected dividends, and the share price fluctuation to predict the distribution of relative share

performance.

There are no cash settlement alternatives. The Group does not have a past practice of cash settlement for

these Share Rights. The Group accounts for the Share Rights as equity-settled transactions.

Phantom Share Rights

Key personnel of certain overseas subsidiaries are granted Phantom Share Rights, settled in cash. The

liability for the Phantom Share Rights is measured initially and at each reporting period until settled, at fair

value of the Phantom Share Rights, by applying a Monte Carlo model, taking into account the terms and

conditions on which the Phantom Share Rights were granted, and the extent to which the employees have

rendered services to date.

The carrying amount of the liability relating to the Phantom Share Rights at 31 March 31, 2021 was $40,000.

There were no cancellations or modifications to the awards in 2021. The weighted average fair value of share

rights and phantom share rights granted during the year were $1.31 and $1.23, respectively.

The expense recognised for employee services received during the year is shown in the following table:

Share rights

2022

$000s

Phantom share rights

2022

$000s

Granted during the year703276

Outstanding at 31 March703276

Movement for the year

b. Rakon Share Plan

In March 2006, Rakon Limited established a share plan to enable selected employees of Rakon Limited to

acquire shares in the Company through the plan trustee, Rakon ESOP Trustee Limited. Under the terms

of the share plan, 2,759 ordinary shares were issued at deemed market value at that time to Rakon ESOP

Trustee Limited to hold on behalf of the participating employees. Following a share split on 13 April 2006,

the resulting number of shares under this plan was 859,137. As at 31 March 2022, balance of shares held

was 321,972 (31 March 2021: 321,972). All shares have been allocated and rank equally in all respects with

all other ordinary shares issued by the Company. The outstanding loan balance, provided on an interest

free basis by Rakon Limited to participating employees in respect of these shares, totals $195,000 (2021:

$195,000). A participant may repay all or part of the loan at any time, and may request share transfer upon

full repayment. No repayments were due at 31 March 2022 (2021: nil). The Trust Deed makes provision for

the Company to require repayment of the loans in certain circumstances. The Company may remove and

appoint trustees at any time. The Directors and shareholders of Rakon ESOP Trustee Limited are Keith Oliver

and Bruce Irvine. Shares held by the share plan represent approximately 0.14% of the Company’s total shares

on issue as at balance date (2021: 0.14%).

2022

$000s

2021

$000s

Expenses arising from equity-settled share-based payment transactions108–

Expenses arising from cash-settled share-based payment transactions40–

Total expenses arising from share-based payment transactions148–

90
RAKON Annual Report |


FY 2022


31. Contingencies

Prior to acquisition, Rakon India received income tax and indirect taxes assessments, which had been in

dispute. The Directors of Rakon India believe the positions are likely to be upheld and accordingly no

provision was made. The below summarises the potential impacts on Rakon India’s tax balances if the

assessments are upheld.

Income taxes

• 2011/12 – an increase in taxable income of $1.4m (tax value $900,000)

• 2012/13 – an increase in taxable income of $1.8m (tax value $35,000)

• 2013/14 – no increase in taxable income (tax value $520,000)

Indirect taxes

• December 2010/August 2012 – excess input credit availed (tax value $390,000). Penalty applicable at

100% of tax value.

32. Subsequent events

The Directors are not aware of any material events subsequent to the balance date 31 March 2022.


Notes to the financial statements (continued)

91
RAKON Annual Report |


FY 2022






PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz


Independent auditor’s report

To the shareholders of Rakon Limited

Our opinion

In our opinion, the accompanying financial statements of Rakon Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at

31 March 2022, its financial performance and its cash flows for the year then ended in accordance

with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards (IFRS).

What we have audited

The Group's financial statements comprise:

● the balance sheet as at 31 March 2022;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies and other

explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of providing market survey data relating

to executive remuneration levels, providing certificates of expenditure for the purpose of the European

Union subsidy for community projects in France, providing a certificate of expenditure for the purposes

of the Production Linked Incentive Scheme in India and providing statutory reporting required in

France in respect of capital. The provision of these other services has not impaired our independence

as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.





PwC 2

Description of the key audit matter How our audit addressed the key audit matter

Initial recognition and valuation of

research and development costs

associated with the development of

new products

Note 15 of the financial statements

provide details of the costs incurred by

the Group with respect to developing new

products that were capitalised as at 31

March 2022. This is included within the

product development and assets under

construction categories of the note and

amounts to $4.7 million at 31 March

2022.

Note 7 of the financial statements provide

details of research and development

expenditure in the Statement of

Comprehensive Income during the year

of $13.8 million.

There is judgement involved in assessing

whether the costs that are being

capitalised for development meet the

criteria for capitalisation as an intangible

asset under NZ IAS 38 Intangible Assets,

or whether they should be expensed.

There is also judgement and often

uncertainty around the potential for

success of new products as well as the

technical feasibility and probable future

economic benefits associated with new

and existing projects.

Our audit focused on this area due to the

value of the capitalised research and

development costs balance and the

judgement involved in the application of

the accounting standards.

The Directors have assessed the future

income generating ability of capitalised

development expenditure by referring to

current demand for the new products in

production and to the business case for

future sales of products not yet in

production.


Our procedures included the following:

● Updating our understanding of how the costs for

research and development are captured and,

where appropriate, are approved for capitalisation

and the controls over these processes;

● Obtaining an understanding of the projects which

have been capitalised during the year. Costs

capitalised during the year ended 31 March 2022,

are immaterial for further testing;

● Assessing overall costs capitalised for compliance

with Group policies and the requirements defined

in NZ IAS 38 for capitalisation of product

development costs;

● Tested a sample of expensed research and

development costs to ensure accounting treatment

is appropriate;

● Challenging the Director’s assessment of the future

income expected from products in production,

where costs were capitalised and are now being

amortised, by comparing the future sales estimate

with the level of sales currently being achieved;

and

● Updating our understanding of the status of

products which are not yet in production including

the future income expected from these products.

The carrying value of these products as at 31

March 2022 is immaterial for further testing.

We have no matters to report as a result of our

procedures.






PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz


Independent auditor’s report

To the shareholders of Rakon Limited

Our opinion

In our opinion, the accompanying financial statements of Rakon Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at

31 March 2022, its financial performance and its cash flows for the year then ended in accordance

with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards (IFRS).

What we have audited

The Group's financial statements comprise:

● the balance sheet as at 31 March 2022;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies and other

explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of providing market survey data relating

to executive remuneration levels, providing certificates of expenditure for the purpose of the European

Union subsidy for community projects in France, providing a certificate of expenditure for the purposes

of the Production Linked Incentive Scheme in India and providing statutory reporting required in

France in respect of capital. The provision of these other services has not impaired our independence

as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.





PwC 2

Description of the key audit matter How our audit addressed the key audit matter

Initial recognition and valuation of

research and development costs

associated with the development of

new products

Note 15 of the financial statements

provide details of the costs incurred by

the Group with respect to developing new

products that were capitalised as at 31

March 2022. This is included within the

product development and assets under

construction categories of the note and

amounts to $4.7 million at 31 March

2022.

Note 7 of the financial statements provide

details of research and development

expenditure in the Statement of

Comprehensive Income during the year

of $13.8 million.

There is judgement involved in assessing

whether the costs that are being

capitalised for development meet the

criteria for capitalisation as an intangible

asset under NZ IAS 38 Intangible Assets,

or whether they should be expensed.

There is also judgement and often

uncertainty around the potential for

success of new products as well as the

technical feasibility and probable future

economic benefits associated with new

and existing projects.

Our audit focused on this area due to the

value of the capitalised research and

development costs balance and the

judgement involved in the application of

the accounting standards.

The Directors have assessed the future

income generating ability of capitalised

development expenditure by referring to

current demand for the new products in

production and to the business case for

future sales of products not yet in

production.


Our procedures included the following:

● Updating our understanding of how the costs for

research and development are captured and,

where appropriate, are approved for capitalisation

and the controls over these processes;

● Obtaining an understanding of the projects which

have been capitalised during the year. Costs

capitalised during the year ended 31 March 2022,

are immaterial for further testing;

● Assessing overall costs capitalised for compliance

with Group policies and the requirements defined

in NZ IAS 38 for capitalisation of product

development costs;

● Tested a sample of expensed research and

development costs to ensure accounting treatment

is appropriate;

● Challenging the Director’s assessment of the future

income expected from products in production,

where costs were capitalised and are now being

amortised, by comparing the future sales estimate

with the level of sales currently being achieved;

and

● Updating our understanding of the status of

products which are not yet in production including

the future income expected from these products.

The carrying value of these products as at 31

March 2022 is immaterial for further testing.

We have no matters to report as a result of our

procedures.


Independent auditor’s report

To the shareholders of Rakon Limited

Our opinion

In our opinion, the accompanying financial statements of Rakon Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 31

March 2022, its financial performance and its cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial

Reporting Standards (IFRS).

What we have audited

The Group’s financial statements comprise:

• the balance sheet as at 31 March 2022;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, which include significant accounting policies and other

explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ))

and International Standards on Auditing (ISAs). Our responsibilities under those standards are further

described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of providing certification of expenditure

for the purpose of the European Union subsidy for community projects in France, providing certification

of expenditure for the purposes of the European grants on innovation projects in France, providing

certification of expenditure for the purposes of the Production Linked Incentive Scheme in India and

providing statutory reporting required in France in respect of capital. The provision of these other services

has not impaired our independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our

audit of the financial statements of the current year. These matters were addressed in the context of our

audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

92
RAKON Annual Report |


FY 2022






PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz


Independent auditor’s report

To the shareholders of Rakon Limited

Our opinion

In our opinion, the accompanying financial statements of Rakon Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at

31 March 2022, its financial performance and its cash flows for the year then ended in accordance

with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards (IFRS).

What we have audited

The Group's financial statements comprise:

● the balance sheet as at 31 March 2022;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies and other

explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of providing market survey data relating

to executive remuneration levels, providing certificates of expenditure for the purpose of the European

Union subsidy for community projects in France, providing a certificate of expenditure for the purposes

of the Production Linked Incentive Scheme in India and providing statutory reporting required in

France in respect of capital. The provision of these other services has not impaired our independence

as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.





PwC 2

Description of the key audit matter How our audit addressed the key audit matter

Initial recognition and valuation of

research and development costs

associated with the development of

new products

Note 15 of the financial statements

provide details of the costs incurred by

the Group with respect to developing new

products that were capitalised as at 31

March 2022. This is included within the

product development and assets under

construction categories of the note and

amounts to $4.7 million at 31 March

2022.

Note 7 of the financial statements provide

details of research and development

expenditure in the Statement of

Comprehensive Income during the year

of $13.8 million.

There is judgement involved in assessing

whether the costs that are being

capitalised for development meet the

criteria for capitalisation as an intangible

asset under NZ IAS 38 Intangible Assets,

or whether they should be expensed.

There is also judgement and often

uncertainty around the potential for

success of new products as well as the

technical feasibility and probable future

economic benefits associated with new

and existing projects.

Our audit focused on this area due to the

value of the capitalised research and

development costs balance and the

judgement involved in the application of

the accounting standards.

The Directors have assessed the future

income generating ability of capitalised

development expenditure by referring to

current demand for the new products in

production and to the business case for

future sales of products not yet in

production.


Our procedures included the following:

● Updating our understanding of how the costs for

research and development are captured and,

where appropriate, are approved for capitalisation

and the controls over these processes;

● Obtaining an understanding of the projects which

have been capitalised during the year. Costs

capitalised during the year ended 31 March 2022,

are immaterial for further testing;

● Assessing overall costs capitalised for compliance

with Group policies and the requirements defined

in NZ IAS 38 for capitalisation of product

development costs;

● Tested a sample of expensed research and

development costs to ensure accounting treatment

is appropriate;

● Challenging the Director’s assessment of the future

income expected from products in production,

where costs were capitalised and are now being

amortised, by comparing the future sales estimate

with the level of sales currently being achieved;

and

● Updating our understanding of the status of

products which are not yet in production including

the future income expected from these products.

The carrying value of these products as at 31

March 2022 is immaterial for further testing.

We have no matters to report as a result of our

procedures.


Description of the key audit matter

Initial recognition and valuation of research and development costs associated with the

development of new products

Note 15 of the financial statements provide details of the costs incurred by the Group with respect to

developing new products that were capitalised as at 31 March 2022. This is included within the product

development and assets under construction categories of the note and amounts to $4.7 million at 31

March 2022.

Note 7 of the financial statements provide details of research and development expenditure in the

Statement of Comprehensive Income during the year of $13.8 million.

There is judgement involved in assessing whether the costs that are being capitalised for development

meet the criteria for capitalisation as an intangible asset under NZ IAS 38 Intangible Assets, or whether

they should be expensed.

There is also judgement and often uncertainty around the potential for success of new products as well as

the technical feasibility and probable future economic benefits associated with new and existing projects.

Our audit focused on this area due to the value of the capitalised research and development costs balance

and the judgement involved in the application of the accounting standards.

The Directors have assessed the future income generating ability of capitalised development expenditure

by referring to current demand for the new products in production and to the business case for future sales

of products not yet in production.

How our audit addressed the key audit matter

Our procedures included the following:

● Updating our understanding of how the costs for research and development are captured and, where

appropriate, are approved for capitalisation and the controls over these processes;

● Obtaining an understanding of the projects which have been capitalised during the year. Costs

capitalised during the year ended 31 March 2022, are immaterial for further testing;

● Assessing overall costs capitalised for compliance with Group policies and the requirements defined in

NZ IAS 38 for capitalisation of product development costs;

● Testing a sample of expensed research and development costs to ensure accounting treatment is

appropriate;

● Challenging the Director’s assessment of the future income expected from products in production,

where costs were capitalised and are now being amortised, by comparing the future sales estimate with

the level of sales currently being achieved; and

● Updating our understanding of the status of products which are not yet in production including the

future income expected from these products. The carrying value of these products as at 31 March 2022

is immaterial for further testing.

We have no matters to report as a result of our procedures.

93
RAKON Annual Report |


FY 2022






PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz


Independent auditor’s report

To the shareholders of Rakon Limited

Our opinion

In our opinion, the accompanying financial statements of Rakon Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at

31 March 2022, its financial performance and its cash flows for the year then ended in accordance

with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards (IFRS).

What we have audited

The Group's financial statements comprise:

● the balance sheet as at 31 March 2022;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies and other

explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of providing market survey data relating

to executive remuneration levels, providing certificates of expenditure for the purpose of the European

Union subsidy for community projects in France, providing a certificate of expenditure for the purposes

of the Production Linked Incentive Scheme in India and providing statutory reporting required in

France in respect of capital. The provision of these other services has not impaired our independence

as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.





PwC 2

Description of the key audit matter How our audit addressed the key audit matter

Initial recognition and valuation of

research and development costs

associated with the development of

new products

Note 15 of the financial statements

provide details of the costs incurred by

the Group with respect to developing new

products that were capitalised as at 31

March 2022. This is included within the

product development and assets under

construction categories of the note and

amounts to $4.7 million at 31 March

2022.

Note 7 of the financial statements provide

details of research and development

expenditure in the Statement of

Comprehensive Income during the year

of $13.8 million.

There is judgement involved in assessing

whether the costs that are being

capitalised for development meet the

criteria for capitalisation as an intangible

asset under NZ IAS 38 Intangible Assets,

or whether they should be expensed.

There is also judgement and often

uncertainty around the potential for

success of new products as well as the

technical feasibility and probable future

economic benefits associated with new

and existing projects.

Our audit focused on this area due to the

value of the capitalised research and

development costs balance and the

judgement involved in the application of

the accounting standards.

The Directors have assessed the future

income generating ability of capitalised

development expenditure by referring to

current demand for the new products in

production and to the business case for

future sales of products not yet in

production.


Our procedures included the following:

● Updating our understanding of how the costs for

research and development are captured and,

where appropriate, are approved for capitalisation

and the controls over these processes;

● Obtaining an understanding of the projects which

have been capitalised during the year. Costs

capitalised during the year ended 31 March 2022,

are immaterial for further testing;

● Assessing overall costs capitalised for compliance

with Group policies and the requirements defined

in NZ IAS 38 for capitalisation of product

development costs;

● Tested a sample of expensed research and

development costs to ensure accounting treatment

is appropriate;

● Challenging the Director’s assessment of the future

income expected from products in production,

where costs were capitalised and are now being

amortised, by comparing the future sales estimate

with the level of sales currently being achieved;

and

● Updating our understanding of the status of

products which are not yet in production including

the future income expected from these products.

The carrying value of these products as at 31

March 2022 is immaterial for further testing.

We have no matters to report as a result of our

procedures.


Description of the key audit matter

Valuation of the investment in Thinxtra

The carrying value of the Group’s investment in Thinxtra Limited (Thinxtra) is A$2.5 million ($2.7 million) as

at 31 March 2022, reducing by $0.4 million in the current year.

Consistent with the prior year, the Directors used a range of valuation techniques with assigned

weightings. The techniques applied include discounted cash flows and the share price of the last

successful capital raise. Weightings were assigned to each technique based on the Directors’ available

information and judgement.

Based on the information available to the Directors, Thinxtra’s performance is below the forecast provided

by Thinxtra. The valuation techniques and weightings have been adjusted by management in the current

financial year to recognise that forecasts by Thinxtra have not been fully met in the latest financial

statements.

The Directors also considered sensitivity of the key inputs in the valuation by determining other reasonably

possible scenarios and assessing its impact on the valuation.

The results of the Directors’ assessment and sensitivity analysis is disclosed in note 18 to the financial

statements.

We considered the valuation of the investment in Thinxtra a key audit matter because of the uncertainty

involved in the estimation process and the significant judgements the Directors made in determining

fair value. Changes in the assumptions applied as part of the estimation process can lead to significant

movements in the fair value of the investment.

How our audit addressed the key audit matter

Our procedures in relation to the fair value determination of the investment in Thinxtra included the

following:

● Obtaining an understanding of, and evaluating, Rakon’s processes and controls relating to the valuation

of the investment in Thinxtra;

● Obtaining an understanding of the valuation techniques used by the Directors and the key assumptions

applied in determining the fair value of the investment in Thinxtra as at 31 March 2022;

● Comparing the discounted cash flow model to the prior year and reconfirming its mathematical

accuracy. The model agrees to the Information Memorandum issued by Thinxtra in 2020;

● Considering the discounted cash flow model which formed part of the Director’s basis of valuation.

Consistent with the prior year, we determined the underlying forecasts used in the model continue to be

unreliable due to Thinxtra’s history of not meeting budgeted results. Accordingly, we have not assigned

any weighting to this when considering our valuation approach;

● Our valuation approach considered all information available to the Directors. We determined that there

can be a wide valuation range attributable to this investment, however, based on its Level 3 nature and

the limited information available to the Directors, we concluded that the observable inputs from the

most recent capital raise in February 2020, which was extended in August 2020, continues to represent

the best evidence of the fair value as at 31 March 2022. This results in a lower fair value than that

determined by the Directors;

● The difference between the Directors’ assessment of fair value and our valuation, was reported to the

Directors who determined that this judgemental difference was not material in the context of the

financial statements. This difference is below our overall Group materiality;

● Engaging our valuation expert to review our valuation approach to ensure all economic factors have

been considered and appropriate conclusions were reached; and

● Assessing the adequacy of disclosures in the financial statements to ensure that this is compliant with

the requirements of NZ IFRS.

94
RAKON Annual Report |


FY 2022





PwC 3

Valuation of the investment in Thinxtra

The carrying value of the Group’s

investment in Thinxtra Limited (Thinxtra)

is A$2.5 million ( $2.7 million) as at 31

March 2022, reducing by $0.4 million in

the current year.

Consistent with the prior year, the

Directors used a range of valuation

techniques with assigned weightings. The

techniques applied include discounted

cash flows and the share price of the last

successful capital raise. Weightings were

assigned to each technique based on the

Directors’ available information and

judgement.

Based on the information available to the

Directors, Thinxtra’s performance is

below the forecast provided by Thinxtra.

The valuation techniques and weightings

have been adjusted by management in

the current financial year to recognise

that forecasts by Thinxtra have not been

fully met in the latest financial

statements.

The Directors also considered sensitivity

of the key inputs in the valuation by

determining other reasonably possible

scenarios and assessing its impact on

the valuation.

The results of the Directors’ assessment

and sensitivity analysis is disclosed in

note 18 to the financial statements.

We considered the valuation of the

investment in Thinxtra a key audit matter

because of the uncertainty involved in the

estimation process and the significant

judgements the Directors made in

determining fair value. Changes in the

assumptions applied as part of the

estimation process can lead to significant

movements in the fair value of the

investment.

Our procedures in relation to the fair value

determination of the investment in Thinxtra included the

following:

● Obtaining an understanding of, and evaluating,

Rakon’s processes and controls relating to the

valuation of the investment in Thinxtra;

● Obtaining an understanding of the valuation

techniques used by the Directors and the key

assumptions applied in determining the fair value

of the investment in Thinxtra as at 31 March 2022;

● Comparing the discounted cash flow model to the

prior year and reconfirming its mathematical

accuracy. The model agrees to the Information

Memorandum issued by Thinxtra in 2020;

● Considering the discounted cash flow model which

formed part of the Director’s basis of valuation.

Consistent with the prior year, we determined the

underlying forecasts used in the model continue to

be unreliable due to Thinxtra’s history of not

meeting budgeted results. Accordingly, we have

not assigned any weighting to this when

considering our valuation approach;

● Our valuation approach considered all information

available to the Directors. We determined that

there can be a wide valuation range attributable to

this investment, however, based on its Level 3

nature and the limited information available to the

Directors, we concluded that the observable inputs

from the most recent capital raise in February

2020, which was extended in August 2020,

continues to represent the best evidence of the fair

value as at 31 March 2022. This results in a lower

fair value than that determined by the Directors;

● The difference between the Directors’ assessment

of fair value and our valuation, was reported to the

Directors who determined that this judgemental

difference was not material in the context of the

financial statements. This difference is below our

overall Group materiality;

● Engaging our valuation expert to review our

valuation approach to ensure all economic factors

have been considered and appropriate conclusions

were reached; and

● Assessing the adequacy of disclosures in the

financial statements to ensure that this is compliant

with the requirements of NZ IFRS.

We have no matters to report as a result of our

procedures.




PwC 4


Our audit approach

Overview


Overall group materiality: $1,700,000, which represents 1% of total

revenues.

We chose total revenues as the benchmark because, in our view,

revenue provides a more stable measure for establishing our

materiality benchmark and best reflects performance of the Group.

Following our assessment of the risk of material misstatement, we:

● Performed full scope audits for the two principal businesses in

New Zealand and France based on their financial significance;

● Performed specified procedures and analytical review

procedures over the business unit in India;

● Specified audit procedures over the business in the UK; and

● Analytical review procedures were performed on the investment

in Timemaker and all other remaining entities.

As reported above, we have two key audit matters, being:

● Initial recognition and valuation of research and development

costs associated with the development of new products

● Valuation of the investment in Thinxtra


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements. In particular, we considered where management made

subjective judgements; for example, in respect of significant accounting estimates that involved

making assumptions and considering future events that are inherently uncertain. As in all of our audits,

we also addressed the risk of management override of internal controls, including among other

matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if, individually or in

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and in aggregate, on the financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the financial statements as a whole, taking into account the structure of the Group, the accounting

processes and controls, and the industry in which the Group operates






PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz


Independent auditor’s report

To the shareholders of Rakon Limited

Our opinion

In our opinion, the accompanying financial statements of Rakon Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at

31 March 2022, its financial performance and its cash flows for the year then ended in accordance

with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards (IFRS).

What we have audited

The Group's financial statements comprise:

● the balance sheet as at 31 March 2022;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies and other

explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of providing market survey data relating

to executive remuneration levels, providing certificates of expenditure for the purpose of the European

Union subsidy for community projects in France, providing a certificate of expenditure for the purposes

of the Production Linked Incentive Scheme in India and providing statutory reporting required in

France in respect of capital. The provision of these other services has not impaired our independence

as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.





PwC 2

Description of the key audit matter How our audit addressed the key audit matter

Initial recognition and valuation of

research and development costs

associated with the development of

new products

Note 15 of the financial statements

provide details of the costs incurred by

the Group with respect to developing new

products that were capitalised as at 31

March 2022. This is included within the

product development and assets under

construction categories of the note and

amounts to $4.7 million at 31 March

2022.

Note 7 of the financial statements provide

details of research and development

expenditure in the Statement of

Comprehensive Income during the year

of $13.8 million.

There is judgement involved in assessing

whether the costs that are being

capitalised for development meet the

criteria for capitalisation as an intangible

asset under NZ IAS 38 Intangible Assets,

or whether they should be expensed.

There is also judgement and often

uncertainty around the potential for

success of new products as well as the

technical feasibility and probable future

economic benefits associated with new

and existing projects.

Our audit focused on this area due to the

value of the capitalised research and

development costs balance and the

judgement involved in the application of

the accounting standards.

The Directors have assessed the future

income generating ability of capitalised

development expenditure by referring to

current demand for the new products in

production and to the business case for

future sales of products not yet in

production.


Our procedures included the following:

● Updating our understanding of how the costs for

research and development are captured and,

where appropriate, are approved for capitalisation

and the controls over these processes;

● Obtaining an understanding of the projects which

have been capitalised during the year. Costs

capitalised during the year ended 31 March 2022,

are immaterial for further testing;

● Assessing overall costs capitalised for compliance

with Group policies and the requirements defined

in NZ IAS 38 for capitalisation of product

development costs;

● Tested a sample of expensed research and

development costs to ensure accounting treatment

is appropriate;

● Challenging the Director’s assessment of the future

income expected from products in production,

where costs were capitalised and are now being

amortised, by comparing the future sales estimate

with the level of sales currently being achieved;

and

● Updating our understanding of the status of

products which are not yet in production including

the future income expected from these products.

The carrying value of these products as at 31

March 2022 is immaterial for further testing.

We have no matters to report as a result of our

procedures.


Our audit approach

As part of designing our audit, we determined materiality and assessed the risks of material misstatement

in the financial statements. In particular, we considered where management made subjective judgements;

for example, in respect of significant accounting estimates that involved making assumptions and

considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of

management override of internal controls, including among other matters, consideration of whether there

was evidence of bias that represented a risk of material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of the

financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature, timing

and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in

aggregate, on the financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the financial statements as a whole, taking into account the structure of the Group, the accounting

processes and controls, and the industry in which the Group operates.

Overall group materiality: $1,700,000, which represents

approximately 1% of total revenues.

We chose total revenues as the benchmark because, in our view,

revenue provides a more stable measure for establishing our

materiality benchmark and best reflects performance of the Group.

Following our assessment of the risk of material misstatement, we:

● Performed full scope audits for the two principal businesses in

New Zealand and France based on their financial significance;

● Performed specified procedures and analytical review

procedures over the business unit in India;

● Specified audit procedures over the business in the UK; and

● Analytical review procedures were performed on the investment

in Timemaker and all other remaining entities.

As reported above, we have two key audit matters, being:

● Initial recognition and valuation of research and development

costs associated with the development of new products

● Valuation of the investment in Thinxtra

Overview

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Other information

The Directors are responsible for the other information. The other information comprises the information

included in the Annual report, but does not include the financial statements and our auditor’s report

thereon.

Our opinion on the financial statements does not cover the other information and we do not express any

form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the financial

statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of

this auditor’s report, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the

financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors

determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement when

it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the





PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz


Independent auditor’s report

To the shareholders of Rakon Limited

Our opinion

In our opinion, the accompanying financial statements of Rakon Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at

31 March 2022, its financial performance and its cash flows for the year then ended in accordance

with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards (IFRS).

What we have audited

The Group's financial statements comprise:

● the balance sheet as at 31 March 2022;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies and other

explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of providing market survey data relating

to executive remuneration levels, providing certificates of expenditure for the purpose of the European

Union subsidy for community projects in France, providing a certificate of expenditure for the purposes

of the Production Linked Incentive Scheme in India and providing statutory reporting required in

France in respect of capital. The provision of these other services has not impaired our independence

as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.





PwC 2

Description of the key audit matter How our audit addressed the key audit matter

Initial recognition and valuation of

research and development costs

associated with the development of

new products

Note 15 of the financial statements

provide details of the costs incurred by

the Group with respect to developing new

products that were capitalised as at 31

March 2022. This is included within the

product development and assets under

construction categories of the note and

amounts to $4.7 million at 31 March

2022.

Note 7 of the financial statements provide

details of research and development

expenditure in the Statement of

Comprehensive Income during the year

of $13.8 million.

There is judgement involved in assessing

whether the costs that are being

capitalised for development meet the

criteria for capitalisation as an intangible

asset under NZ IAS 38 Intangible Assets,

or whether they should be expensed.

There is also judgement and often

uncertainty around the potential for

success of new products as well as the

technical feasibility and probable future

economic benefits associated with new

and existing projects.

Our audit focused on this area due to the

value of the capitalised research and

development costs balance and the

judgement involved in the application of

the accounting standards.

The Directors have assessed the future

income generating ability of capitalised

development expenditure by referring to

current demand for the new products in

production and to the business case for

future sales of products not yet in

production.


Our procedures included the following:

● Updating our understanding of how the costs for

research and development are captured and,

where appropriate, are approved for capitalisation

and the controls over these processes;

● Obtaining an understanding of the projects which

have been capitalised during the year. Costs

capitalised during the year ended 31 March 2022,

are immaterial for further testing;

● Assessing overall costs capitalised for compliance

with Group policies and the requirements defined

in NZ IAS 38 for capitalisation of product

development costs;

● Tested a sample of expensed research and

development costs to ensure accounting treatment

is appropriate;

● Challenging the Director’s assessment of the future

income expected from products in production,

where costs were capitalised and are now being

amortised, by comparing the future sales estimate

with the level of sales currently being achieved;

and

● Updating our understanding of the status of

products which are not yet in production including

the future income expected from these products.

The carrying value of these products as at 31

March 2022 is immaterial for further testing.

We have no matters to report as a result of our

procedures.


aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External

Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken

so that we might state those matters which we are required to state to them in an auditor’s report and

for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this

report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Indumin Senaratne

(Indy Sena).

For and on behalf of:

Chartered Accountants

25 May 2022 Auckland

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Remuneration

Oversight of policy and processes in relation to the remuneration of Directors and executives is a key

responsibility of the People Committee.

Director Remuneration

The total remuneration available for Directors is approved by shareholders. The Board determines the level

of remuneration paid to Directors from the approved collective pool. Directors are also reimbursed for

reasonable travelling, accommodation and other expenses incurred in the course of performing their duties.

In accordance with Listing Rule 2.11.1(a), the total annual fees pool increased from $360,000 to $460,000

with effect from 1 October 2021 following approval by shareholders of new levels of director fees at the

2021 Annual Shareholders’ Meeting. The new annual fees pool allows for an increase to the rate paid to

ordinary directors, an increase to the rate payable to the Chair, an allowance recognising the additional work

undertaken by the chairs of the Audit and Risk Committee and the People Committee and for a small pool

from which the Board may approve payment to directors who have undertaken significant additional work.

In the course of FY22, the Board undertook a Board succession programme resulting in the appointment of

two new directors before long-term Director and Chair, Bruce Irvine, announced his resignation with effect

from 1 April 2022. The decision of the Board to increase its number to seven means, with effect from 1 April

2022, the total annual fees pool is $530,000. The additional Director is paid at the same annual rate as the

approved rate for other ordinary Directors.

Remuneration report

Any future proposed increases in the level of non-executive Directors’ fees will also be put to shareholders for

approval. When the Board seeks advice in relation to Directors’ remuneration, the consultants are required

to declare their independence. If the Board elects to state publicly that it is relying on such advice in respect

of its remuneration proposal, a summary of the findings will be disclosed to shareholders as part of the

approval process.

Rakon’s Remuneration (Directors and Executives) Policy recognises that investors have a particular interest

in director and executive remuneration and that the remuneration of directors and executives should

be transparent, fair and reasonable. The policy outlines the framework within which Rakon determines

remuneration for its Directors and executives.

Rakon applies a fair and equitable approach to remuneration having regard to the financial position of the

company and the external environment.

The Remuneration (Directors and Executives) Policy records that Rakon and its People Committee may obtain

independent advice and relevant market data and benchmarking in New Zealand and other regions in which

it operates from appropriately qualified consultants to assist in setting remuneration for its executives, Chief

Executive and Directors. External advice is sought on a regular basis to ensure remuneration is benchmarked to

the market.

Details of individual Directors’ remuneration for the year ended 31 March 2022 are set out in the table below:

Director Remuneration Paid

ROLEDIRECTORS’ FEES

from 1/10/2021)

Chair$140,000

Non-executive Director $70,000

Chair of Audit & Risk Committee$12,000

Chair of People Committee $8,000

Provision for additional work if required$20,000

Total Fees Pool based on six Directors $460,000

Total Fees Pool based on seven Directors$530,000

DirectorFees paid

Bruce Irvine (Board Chair) $130,000

Lorraine Witten (Chair of Audit & Risk Committee)$71,000

Brent Robinson

1

$899,700

Keith Oliver (Chair of People Committee)$69,000

Keith Watson$65,000

Yin Tang (Tony) Tseng $65,825

Steve Tucker

2

$35,000

Sinead Horgan

3

$13,009

The key corporate governance documents, charters and policies referred to in this report are available on

Rakon’s website at: www.rakon/investors/corporate-governance

1

Employed as Managing Director and Chief Executive Officer until 31 March 2022, received salary and other benefits and did not receive any director fees .

2

Appointed to the Board with effect from 1 October 2021

3

Appointed to the Board with effect from 25 January 2022.

Directors fees detailed exclude both GST and reimbursed costs directly associated with carrying out their duties.

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Executive remuneration

In general, executive and senior management remuneration comprises of a fixed base salary and an at-risk

portion being a percentage of executives’ fixed remuneration determined annually. Some executives also

receive fringe benefits. Some executives have been invited to participate in a long term incentive plan.

Performance targets for at-risk incentives are set at the commencement of the period and are generally

based on financial measures including company earnings targets, progress against objectives related to the

strategic plan, business unit objectives and personal objectives.

Short term incentives (STI) linked to company objectives are agreed with the Board and achievement

and payment is determined at the discretion of the Board with achievement measured against company

performance metrics and criteria based on company priorities. The Chief Executive Officer is responsible for

agreeing and assessing achievement of his direct reports’ personal objectives.

LTI Plan

In December 2021 Rakon implemented a Long Term Incentive Plan (LTI Plan) for key employees including

some members of the executive team. The LTI Plan is designed to promote the retention of key employees

across Rakon’s global team and drive longer-term performance and alignment of incentives with the

interests of the company’s shareholders.

Under the rules of the LTI Plan, the Board will issue a number of share rights or phantom share rights to

selected key employees of Rakon; determined by dividing the gross value of the grant by the value of one

Rakon share at the calculation date. Phantom share rights may be offered at the Board’s discretion to key

employees based outside New Zealand or where additional regulatory requirements would apply to their

receipt of shares.

The performance hurdle for the LTI Plan offer made in 2021 is dependent upon Rakon achieving a higher

Total Shareholder Return (TSR) (TSR measures share price movement and dividends and other distributions)

over a three year vesting period relative to the TSR of companies within the NZX50 Index.

In order to meet the performance hurdle and satisfy that vesting condition, the percentage change in the

TSR of Rakon over the vesting period must be greater than the percentage change in the NZX50 Index over

the same period. To minimise the impact of short term price volatility, TSR for Rakon as at the vesting period

commencement date and the vesting date is calculated using the volume weighted average price (VWAP)

of Rakon shares calculated from trades through the NZX Main Board over the 20 trading days up to and

including the date on which the relevant calculation is made.

The Board has discretion in relation to determining whether the vesting conditions have been satisfied

including reserving the right to adjust calculations relating to the calculation of TSR of Rakon or the NZX50

to take account of any capital reconstructions, corporate transactions, changes to the composition of the

NZX50 or other circumstances which in its opinion are appropriate in the circumstances and consistent with

the intention of the performance hurdle.

At vesting, subject to meeting the performance hurdles set at the time of the grant, each share right is

converted to one ordinary share or the equivalent value in cash where the key employee has been issued

phantom share rights.

The employee is liable for tax on any shares or cash received. Under the LTI Plan which is subject to the

discretion of the Board, grants of share rights or phantom rights will continue to be made annually with

performance measured over a three-year period.

The value of the grant to each key employee for the 2021 LTI Plan was set at a percentage of fixed annual

remuneration which was determined by reference to weighting criteria applied to each key employee

including a range of metrics for leadership, expertise, experience industry and future potential.

CEO remuneration

The review and approval of the Chief Executive Officer’s remuneration is the responsibility of the People

Committee and the Board.

External advice is sought on the remuneration of the Chief Executive Officer.

For the year ended 31 March 2022 Brent Robinson’s remuneration for his role as the Chief Executive Officer

comprised a fixed base salary, fringe benefits, and an at-risk STI. The Chief Executive Officer’s STI for FY22

was set at 30% of Base Salary with performance measures linked 50% to achievement of certain company

performance targets for earnings and progress against objectives related to the strategic plan and linked

50% to achievement of certain personal objectives. The Chief Executive Officer’s performance is assessed by

the Board and payment of at-risk incentives is at the discretion of the Board.

Remuneration

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Remuneration

The remuneration detailed in the table below relates to payments made to Chief Executive Officer Brent

Robinson in the year ended 31 March 2022 (FY22) and does not include any STI payments in relation to

FY22 performance to be determined and paid in the 2023 financial year (FY23). Brent Robinson did not

participate in the 2021 LTI Plan.

Actual Payments made to CEO in FY2022

CEO Salary Last five years

The following table records the payments made to the Chief Executive as reported in each of the previous

five years listed. In each case the STI payment recorded relates to assessment of performance in the prior

year.

Employees’ remuneration

During the year ended 31 March 2022, the number of employees or former employees of Rakon Limited

and its subsidiaries, not being Directors of Rakon Limited received remuneration including the value of other

benefits in excess of $100,000 in the following bands:

Financial Year Ended 31 MarchBase remuneration & benefitsShort term Incentive

2017$656,053–

2018$652,402$73,500

2019$668,202$147,000

2020$671,956$165,376

2021$680,794$86,063

RemunerationNumber of employees

$100,000 – $110,00013

$100,001 – $120,00017

$120,001 – $130,0006

$130,001 – $140,00016

$140,001 – $150,0008

$150,001 – $160,00011

$160,001 – $170,0006

$170,001 – $180,0007

$180,001 – $190,0007

$190,001 – $200,0004

$200,001 – $210,0005

$210,001 – $220,0004

$220,001 – $230,0005

$230,001 – $240,0003

$240,001 – $250,0002

$250,001 – $260,0003

RemunerationNumber of employees

$260,001 – $270,0002

$270,001 – $280,0002

$280,001 – $290,0001

$290,001 – $300,0002

$300,001 – $310,0001

$310,001 – $320,0001

$320,001 – $330,0001

$340,001 – $350,0001

$350,001 – $360,0001

$360,001 – $370,0001

$380,001 – $390,0001

$390,001 – $400,0001

$440,001 – $450,0001

$470,001 – $480,0001

$520,001 – $530,0001

$700,001 – $710,0001

$710,001 – $720,0001

Base salary

payments

BenefitssubtotalSTI% STI

achieved

Total

renumeration

FY2022$675,349$33,101$708,450$191,25094%$899,700

FY2021$648,112$32,682$680,794$86,06345%$766,857

At risk incentive for previous year

Total employees earning $100,000+137

CEO salary for FY23

For the year beginning 1 April 2022 Sinan Altug’s remuneration for his role as Chief Executive Officer

comprises Fixed Annual Remuneration made up of Base Salary plus benefits (including medical insurance)

and a STI set at 30% of Base Salary. STI performance measures are linked to both company and personal

performance objectives. Sinan Altug is also a participant in the 2021 LTI Plan which has a vesting date in

June 2024.

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Shareholder information

Directors of subsidiaries

Directors of the company’s subsidiaries do not receive any remuneration or other benefits in respect of their

appointments. The remuneration and other benefits of any such Directors (not being Directors of Rakon

Limited) who are employees of the Group totalling $100,000 or more during the year ended 31 March 2022

are included in the relevant bandings for remuneration disclosed in the Remuneration Information section of

the 2022 Annual Report.

The following people held office as Directors of subsidiary companies at 31 March 2022:

The company maintains an interests’ register in accordance with the Companies Act 1993 and the Financial

Markets Conduct Act 2013. The following are particulars of entries, including the date of disclosure shown in

brackets, made in the Directors’ interests’ register for the year ended 31 March 2022.

Bruce Irvine

Ceased as Director and Chair of Rakon Limited from 1 April 2022 (March 2022)

Keith Oliver

Appointed Director of vWork Limited (September 2021)

Lorraine Witten

Appointed Chair of Move Logistics Group Limited (September 2021)

Appointed Chair of Rakon Limited from 1 April 2022 (March 2022)

Steve Tucker

Appointed as Director of Rakon Limited (October 2021)

Director and Chair of Gallagher Holdings Limited (October 2021)

Director and Chair of Goodnature Limited (October 2021)

Director of 5

th

Element Limited and subsidiary Taska Prosthetics Limited (October 2021)

Director of HJ Asmuss & Co Limited (October 2021)

Chair of Caprine Innovations NZ Programme MPI Primary Growth Partnership with NZ Dairy Goat

Co-operative (October 2021)

Independent Director of Purpose Capital Impact Fund (October 2021)

Sinead Horgan

Appointed as a Director of Rakon Limited (January 2022)

Director and Chair of Audit and Risk Committee Eco Central Limited (January 2022)

Director and Chair of Audit and Risk Committee FMG (January 2022)

Director and Chair of Audit and Risk Committee Bank of China NZ (January 2022)

Trustee and Chair Assistance Dogs New Zealand Trust (January 2022)

Director Taggart Earthmoving Limited (January 2022)

Director and Owner Morrison Horgan (January 2022)

Brent Robinson

Ceased as Managing Director and continues as Executive Director of Rakon Limited from 1 April 2022

(December 2021).

EntityDirector (or authorised representative where noted)

Rakon America LLCJohn Mundschau (authorised representative)

Rakon Singapore (Pte) LimitedBrent Robinson, Darren Robinson, Aloysius Wee

Rakon Financial Services LimitedBrent Robinson, Darren Robinson

Rakon International LimitedBrent Robinson

Rakon UK Holdings LimitedBrent Robinson, Darren Robinson, Sinan Altug

Rakon UK LimitedBrent Robinson, Darren Robinson, Sinan Altug

Rakon France SASBrent Robinson

Rakon (Mauritius) Limited Brent Robinson, Darren Robinson, Neernaysingh

Madhour, Kamalam Pillay Rungapadiachy

Rakon Investment HK LimitedBrent Robinson

Rakon Crystal Electronic International LimitedDaryoush Shahidi (authorised representative)

Rakon HK LimitedBrent Robinson, Darren Robinson, Zhuzhi Ye,

Rongguo Chen

Rakon ESOP Trustee LimitedBruce Irvine, Keith Oliver

Rakon PPS Trustee LimitedBruce Irvine, Keith Oliver

Rakon India (Private) LimitedBrent Robinson, P.M. Unnikrishnan, Arun Parasnis

Directors’ interests entries

As permitted by the Companies Act 1993 and the company’s constitution, all Directors received the benefit

of an indemnity from Rakon Limited and the benefit of Directors and Officers liability insurance cover

maintained by the company.

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Shareholder information

Directors’ shareholdings

Directors’ shareholdings in Rakon Limited as recorded in the interests’ register of the Company as at

31 March 2022 are set out below:

1

Bruce Irvine and Keith Oliver jointly hold the same parcel of 2,093,299 ordinary shares as trustees of Rakon

ESOP Trustee Limited.

Substantial Quoted Financial Product holders

The following information is given pursuant to Section 293 of the Financial Markets Conduct Act 2013.

According to the notices given under Financial Markets Conduct Act 2013 (or its predecessor the Securities

Markets Act 1988), the following persons were substantial product holders in the company as at 31 March

2022 in respect of the number of voting products below. As at 31 March 2022, the company had one share

class on issue, comprising of 229,055,272 voting shares:

NameCategoryShareholding

Brent Robinsonshares held with beneficial interest34,846,237

Bruce Irvineshares held with beneficial interest454,278

Bruce Irvineshares held with non-beneficial interest

1

2,093,299

Bruce Irvineshares held by associated person289,824

Lorraine Witten shares held with beneficial interest 192,720

Keith Watsonshares held with beneficial interest100,000

Keith Olivershares held with non-beneficial interest

1

2,093,299

Sinead Horganshares held by associated person950

NameRelevant InterestNumber Held%

Siward Crystal Technology

Co. Limited

registered holder28,016,68112.23

Brent John Robinsonregistered holder9,915,4144.32

Brent John Robinsonregistered holder and beneficial owner24,930,82310.88

Darren Paul Robinsonregistered holder9,914,1804.32

Darren Paul Robinsonregistered holder and beneficial owner24,930,82310.88

Wairahi Investments Limitedregistered holder12,000,0005.24

Size of HoldingNumber of holders%Tortal number held%

1 – 99390.7918250.00

100 – 199701.429,0930.00

200 – 4992434.9473,2790.03

500 – 9993607.32229,6660.10

1,000 – 1,99978015.87999,0690.44

2,000 – 4,999123025.203,706,5041.62

5,000 – 9,99972214.694,631,3572.02

10,000 – 49,9991,13323.0522,242,0059.71

50,000 – 99,9991603.2510,535,0754.60

100,000 – 499,9991352.7525,667,80311.21

500,000 – 999,999120.2613,450,8415.87

1,000,000 – 99,999,999280.60147,508,75564.40

Total4,916100.00229,055,272100.00

Spread of Quoted Financial Product holders and holdings as at 27 April 2022

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Shareholder information

NameShareholding%

Siward Crystal Technology Co. Limited28,016,68112.23

Brent John Robinson and Darren Paul Robinson as trustees of Ahuareka Trust24,930,82310.88

Wairahi Investments Limited12,000,0005.24

Brent John Robinson 9,915,4144.32

Darren Paul Robinson 9,914,1804.32

Forsyth Barr Custodians Limited <1-Custody>7,837,5393.42

New Zealand Depository Nominee Limited <A/C 1 Cash Account>6,277,667 2.74

Nicholas Theobald Sibley & Sally Gay Sibley5,200,0002.27

Accident Compensation Corporation

1

5,194,5602.27

Custodial Services Limited<A/C4>4,210,6371.83

Etimes Group International Limited3,697,7161.61

Michael Murray Benjamin 3,000,0001.30

Fergus David Elliott Brown3,000,0001.30

F B Trustee Limited3,000,0001.30

FNZ Custodians Limited2,920,3511.27

Hobson Wealth Custodians Limited <Resident Cash Account>2,874,9081.25

Rakon ESOP Trustee Limited2,093,2890.91

Forsyth Barr Custodians Limited <Account 1E> 2,036,0000.88

Phillip Malcolm Cook1,700,0000.74

HLR Holdings Company Limited1,584,7360.69

Twenty largest Quoted Financial Product holders as at 27 April 2022

1

Held through New Zealand Central Securities Depository Limited, which is a depository that allows

electronic trading of securities by members.

NZX waivers

For the purposes of Rakon’s disclosure obligation under Rule 3.7.1(g) Rakon confirms:

There were no NZX waivers granted or published by NZX within, or relied upon, in the 12 months ending

31 March 2022.

Credit rating

The Company does not currently have an external credit rating status.

Exercise of disciplinary powers

Neither the NZX nor the Financial Market Authority took any disciplinary action against the Company during

the financial year ended 31 March 2022.

Registered Office
Rakon Limited

8 Sylvia Park Road

Mt Wellington

Auckland 1060

New Zealand

Telephone: +64 9 573 5554

Mailing Address

Rakon Limited

Private Bag 99943

Newmarket

Auckland 1149

New Zealand

Directors

Sinead Horgan

Keith Oliver

Brent Robinson

Yin Tang Tseng

Steve Tucker

Lorraine Witten (Chair)

Keith Watson

Share Registrar

Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland 1142, New Zealand

Managing Your Shareholding Online

To change your address, update

your payment instructions or view

your investment portfolio, including

transactions, please visit:

www.investorcentre.com/nz

General enquiries can be directed to:

enquiry@computershare.co.nz

Telephone: +64 9 488 8777

www.rakon.com

Directory

Principal Lawyers

Bell Gully

PO Box 4199

Shortland Street

Auckland 1140

New Zealand

Auditors

PricewaterhouseCoopers

Private Bag 92162

Auckland 1142

New Zealand


Bankers

ASB Bank

PO Box 35

Shortland Street

Auckland 1140

New Zealand

102

RAKON Annual Report |


FY22

---

0
Enabling the connected future

FY22 financial results & business update

12 monthsto 31 March 2022

26 May 2022© Rakon Limited

1
This presentation contains not only a review of operations, but also some forward looking statements

about Rakon Limited and the environment in which the company operates. Because these statements are

forward looking, Rakon Limited's actual results could differ materially

Although management and directors may indicate and believe that the assumptions underlying the

forward looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect

and, therefore, there can be no assurance that the results contemplated in the forward looking

statements will be realised

Media releases, management commentary and investor presentations are all available on the company's

website and contain additional information about matters which could cause Rakon Limited's

performance to differ from any forward looking statements in this presentation. Please read this

presentation in the wider context of material previously published by Rakon Limited

Disclaimer

2
Sinan Altug

Anand Rambhai

2

Agenda

Key highlights and achievementsSinanAltug(CEO)

Operating performance & marketupdateSinanAltug

FinancialoverviewAnandRambhai(CFO)

Summary &outlookSinanAltug

Q&A

3
FY22 –key highlights & achievements

3

3

4
12.1m

11.3m

14.8m

23.5m

FY18FY19FY20FY21FY22

EBITDA

core businessTCXO chip shortage

Financial results –highlights

Notes:

All figures are presented in New Zealand dollars unless otherwise indicated

All comparisons are to the prior corresponding period (i.e. 12 months to 31 March 2021) unless otherwise noted

1

Refer to note 5 of the FY22 audited consolidated financial statements for an explanation of how ‘Non-GAAP Financial Information’ is used, including a definition of ‘Underlying EBITDA’ and reconciliation

to NPAT

4

Record performance driven by increased revenue and margins

Revenue

$172.0m

$43.7m +34%

Net profit after tax

$33.1m

$23.5m +244%

Operating cash flow

$30.2m

$10.2m +51%

Net cash/(debt)

$23.2m

Underlying EBITDA

1

$54.4m

$30.9m +132%

$18.2m +361%

101m

114m

119m

128m

172m

FY18FY19FY20FY21FY22

Revenue

core businessTCXO chip shortage

54.4m

36.0m

141m

Revenue

Underlying EBITDA

5
FY22 key achievements

Strong delivery amidst supply chain challenges, technology advancement continues

•Record earnings performance

primarily driven out of NZ

•Strong revenue growth

Including 10% average core market growth

•Increased market share

in key telecommunications and positioning markets

•Significant lift in capacity and output

To meet core market growth and new business stemming from global chip shortages

•Proactive risk management

Successful navigation through supply chain disruptions, materials shortages and Covid-19

•Technology innovation and product development

Key milestones achieved in new products, plus chip and XMEMS® technologies

5

5

6
Operating performance and market update

6

6

7
7

7

How we create value

We drive the advancement of precision timing and frequency control solutions in our core markets,

and ensure long product lifecycles through operational excellence and enduring customer relationships

8
8

Core markets –Telecommunications

Strong 5G growth and improved market share

FY22 achievements

•Revenue up 12% driven by increased Tier 1 customer share and 5G rollout. Growth constrained by

component shortages and capacity limitations

•Gross margin % increased to 44% from improved product mix

•Substantialuptake of new 5G radio headsand small cells using majorsemiconductor

referencedesigns

•Key customer relationships within evolving O-RAN ecosystem

FY23 focus

•5G: strong order book continues: 5G base stations, distribution units and radio heads

oOngoing delivery risk management in NZ and India, incl. materials availability and factory move

oNew products planned for release –enabling greater speed, reliability, stability & resilience

•Datacentres: build new customer relationships as datacentres move to become communication

service providers, and the need for tighter/better synchronisation evolves

•Ongoing involvement in industry bodies developing 6G standards

40m

54m

65m

77m

86m

FY18FY19FY20FY21FY22

Revenue

Revenue

14m

20m

26m

31m

38m

34%

38%

40%

40%

44%

FY18FY19FY20FY21FY22

Grossmargin

Rakon in the Telecommunications market:

Our market-leading telecommunications products enable data to be transmitted across networks at ever-increasing levels of speed and reliability, with market growth being led by the

unrelenting advancement of telecommunications and cloud computing equipment and infrastructure.

We are a primary supplier to 5 of the top 7 global telecommunications infrastructure companies, with segment revenue generating 50% of Rakon’s total FY22 revenue.

9
9

FY22 achievements

•New LEO product suite announced –broadest range of frequency generation and

distribution products in the sector

•Continued with the transformation of the Space customer base with now more of the

Space revenue emanating from NewSpacecustomers

•Revenue 13% lower, primarily due to delayed investment in US Defence programme

spending from the prior year

•Highest gross margin % within core markets, stable

FY23 focus

•Space order book is strong –focus on delivery

•NewSpace business development:

oBid participation/success in new mega satellite constellation contracts

oEstablish credibility as a key subsystem equipment provider in the ecosystem

•Watching defence developments closely with US and European partners.Will work within

Rakon policy andexport code requirements

Core markets –Space & Defence

New LEO satellite (NewSpace) products announced

28m

32m

28m

30m

26m

FY18FY19FY20FY21FY22

Revenue

19m

22m

19m

20m

18m

68.2%

68.8%

68.7%

67.7%

69.4%

FY18FY19FY20FY21FY22

GrossMargin

Rakon in the Space & Defence markets:

Our space and defence products deliver highest levels of performance in extreme environments; in aviation, satellites, radar,communications and positioning systems. Market growth is

being led by the emerging low earth orbit (LEO) satellite market.

We have longstanding customer relationships with government agencies and commercial programmes around the world, with segmentrevenue contributing 15% of Rakon’s total FY22

revenue (6% space; 9% defence)

10
10

FY22 achievements

•Revenue 94% higher, driven by industrial applications and global TCXO chip shortages

•Gross margin % also up due to improved product mix

•35% growth in underlying industrial, automotive and precision segments. Existing customer

relationships leveraged leading to increased share of business

FY23 focus

•Capture opportunities in growing industrial positioning market

•Retain expand strategic new business in industrial, automotive, safety and tracking

applications

•Autonomous vehicles and industry standards evolving –focus on growing existing business

and new opportunities where our products meet technology roadmaps

Core markets –Positioning

Strong underlying growth in industrial, automotive and precision

19m

26m

20m

19m

14m

FY18FY19FY20FY21FY22

Revenue

core businessTCXO chip shortage

27m

Rakon in the Positioning market:

Our products meet the most accurate positioning requirements in key industries: aircraft/marine navigation, emergency beacons, automotive, autonomous agriculture & mining. Market

growth is being led by autonomous industrial equipment, autonomous vehicles and precision equipment.

In recent years we have pivoted away from consumer high-volume/low value segments to focus on the high-growth segments where we have a product performance advantage.

Positioning revenue contributed 16% of Rakon’s total revenue in FY22.

11m

8m

7m

7m

42%

40%

36%

48%

56%

FY18FY19FY20FY21FY22

Gross margin

15m

11m

Rakon in the IoT, emerging and other market:
Our products are used in emerging industrial applications such as wireless control, test and measurement, Internet of Things (IoT), Machine-to-Machine, smart grids and metering.

In FY22 this segment contributed 19% of Rakon’s revenue as we captured we captured opportunities stemming from global chip shortages.

11

11

Core markets –IoT, emerging & other

Worldwide chip shortage opportunity captured

7m

8m

7m

7m

FY18FY19FY20FY21FY22

Revenue

core businessTCXO chip shortage

32m

10m

FY22 achievements

•Revenue and gross margin higher primarily from orders due to global TCXO chip

shortages (application: IoT devices)

•80% of TCXO chip shortage orders delivered

FY23 focus

•Pursue ongoing multi-source customer requirements

1m

1m

4m

18m

-6%

16%

-5%

15%

58%

FY18FY19FY20FY21FY22

Gross margin

Customer partnerships
12

12

Long term relationships with industry leaders

Key participants in Rakon’s core markets

FY22 achievements

•Three new strategic relationships with emerging 5G & networking players

•Manufacturing delivery achieved through supply chain/materials shortages with

continued support from Tier 1 customers

•Strengthened relationships through localised customer support during Covid

FY23 focus

•Continued work with customers on next generation technologies (incl. semi-

conductor chipset reference designs; next level OCXO technologies for 5G;

NewSpace)

•Reduced customer supply risk through dual sourcing/dual manufacturing strategy

•Ongoing pricing management in inflationary environment

•Investing to build new relationships and strengthen existing relationships in all

core markets

Our competitive advantage:

Rakon’s deep, enduring (10–30+ year) industry relationships drive the development of industry-leading next generation technologies which are aligned to our customers’ future needs, and

enable the inclusion of our products into customers’ reference designs.

We are the supplier to the majority of Tier 1 companies in all our core markets., with our top 10 customers contributing 55% of Rakon’s total revenue

13
13

FY22 achievements

•Semiconductor chip design team established in New Zealand as an extension of our

UK team of experts to expand and future-proof continuous core IP development

•New products and technologies:

oNew TCXO chip -based products developed/delivered in 3 months

oNewSpace (low earth orbit) suite of products announced

oXMEMs

®

nanotechnology based products are delivering industry leading performance

oStrong market interest in products using next-generation semiconductor chips

FY23 focus

•Scaling up for mass production of XMEMS®nanotechnology based products

•Release of next-generation products using new chips

•NewSpace subsystem modules: develop technology partnerships within ecosystem

Technology innovation

New technologies delivering industry-leading performance

10.1m

11.8m

13.3m

13.3m

13.1m

FY18FY19FY20FY21FY22

R&D investment

including capitalised R&D

Our competitive advantage:

Rakon has a 50+ year history of working with customers and partners in multi-year timeframes to develop next-generation technologies.

Our product performance advantage and difficulty of replication ensures long product lifecycles and revenue streams, and our portfolio of patented products and technologies provides a

competitive moat against commoditisation.

FY22 achievements
•Successful navigation of numerous supply chain issues through various initiatives including multiple-

source procurement; proactive inventory management

•Strong manufacturing performance through global supply chain and Covid-19 disruptions:

oNZcapacity increase delivered 60% higher output and record grossmargins;

oIndia and France delivered similar output levels to last year despite significantdisruptions

oSiward OEM partnership delivered higher volumes

FY23 focus

•Continue to increase manufacturing capacity, flexibility and redundancy:

oCompletion of new Rakon India facility; smooth transition and minimised disruption

oNZ build capacity for mass production ofXMEMs®nanotechnology-based products

oIndian production of some of ASIC-based OCXOs previously manufactured in NZ only

oOEM partnerships to extend higher-volume product lifecycles

•Ongoing supply chain focus, with raw material supply constraints expected to continue

•Management of skill shortages and cost inflation

Flexible, scalable operations

Proactively managing supply chain risk, scaling up for growth

14

14

Our competitive advantage:

Our global manufacturing strategy focuses on building scale and flexibility at three sites, lengthening product lifecycles through lean manufacturing options, mitigating supply chain risk

through multiple sourcing and further developing our partnerships with original equipment manufacturers.

15
Financial overview

15

12.1m
11.3m

14.8m

23.5m

FY18FY19FY20FY21FY22

Underlying EBITDA

1

core businessTCXO chip shortage

10.0m

3.4m

4.0m

9.6m

FY18FY19FY20FY21FY22

Net profit

core businessTCXO chip shortage

101m

114m

119m

128m

172m

FY18FY19FY20FY21FY22

Revenue

core businessTCXO chip shortage

Revenue and earnings trends

43m

52m

52m

59m

90m

43%

45%

44%

46%

52%

FY18FY19FY20FY21FY22

Gross margin

core businessTCXO chip shortage

19.9m

33.1m

54.4m

36.0m

141m

72m

16

16

Revenue

Net profit

Notes

1

Referto Note5oftheFY22auditedconsolidatedfinancialstatementsforanexplanationofhow‘Non-GAAPFinancial

Information’isused,includinga definitionof‘Underlying EBITDA’and reconciliationtonetprofitaftertax

17
Segment information

Revenue by market segment and business unit (FY22 $m)

Business UnitNZFrance/ IndiaFrance HiRelT'makerOtherTotal% of total

Market segment

Telecommunications

57270-18650%

Global Positioning

2600-12716%

Space and Defence

11213-02615%

Other

2606-13219%

Total1203019-3172100%

% of total70%17%11%0%2%100%

Underlying EBITDA

1

by business unit (FY22 $m)

Business UnitNZFrance/ IndiaFrance HiRelT'makerOtherTotal

Total42.03.71.44.62.754.4

Notes

1

Referto Note5oftheFY22auditedconsolidatedfinancialstatementsforanexplanationofhow‘Non-GAAPFinancial Information’isused,

includinga definitionof‘Underlying EBITDA’and reconciliationtonetprofitaftertax

17

17

Increase innetprofitcompared to
prior year explained

Net profit & Underlying EBITDA explained

18

18

How the current year net profit

translates to EBITDA

Other

1

–includes movement in other operating income, and other (losses)/gains –net

Timemaker share

2

–Rakon’s share of Timemaker’s interest, tax and depreciation

Core business

Chip

shortage

How net profit translates to cash
19

19

Other

1

–includes unrealised foreign exchange, provisions provided, deferred tax, finance costs –net and movement in deferred income

How net profit translates to operating cash

How operating cash translatesto

movement in net cash

Higher working capital supports growth & mitigates supply chain risks

Strong balance sheet for future growth
20

20

Planned investment in growth

•New manufacturing facility in India

•Continued development of XMEMS® capability and capacity expansion

•Expand NewSpace product portfolio into higher value subsystems

•Continued development of proprietary semiconductor chips

net of borrowings

Notes
All comparisons are to the prior corresponding period (i.e. 12 months to 31 March 2021) unless otherwise noted

1

Referto Note5oftheFY22auditedconsolidatedfinancialstatementsforanexplanationofhow‘Non-GAAPFinancial Information’isused,

includinga definitionof‘Underlying EBITDA’and reconciliationtonetprofitaftertax

2

excluding NZ IFRS 16

Financial metrics & hedging

Hedging programme

•99% of revenue is in non-NZD currencies (mostly USD)

•Most significant currency exposure is NZD/USD

•Hedging covers up to 24 months exposures on a net basis

•NZD/USD hedging position

Performance for the year to MarchFY22FY21variance% change

Revenue172.0128.3+43.7+34%

Gross profit90.158.9+31.1+53%

Gross margin %52.4%45.9%+6.4 ppts

Operating expenses49.349.0+0.3+1%

Other operating income1.62.6-1.0-37%

Net profit after tax33.19.6+23.5+244%

Underlying EBITDA

1

54.423.5+30.9+132%

Capital expenditure10.15.1+5.0+99%

Operating cash flow30.220.1+10.2+51%

Financial PositionMar-22Mar-21variance% change

Net cash / (net debt)

2

23.25.0+18.2+361%

Inventory57.337.7+19.6+52%

21

21

($m)

New dividend policy
•Key policy aims

oTo articulate Rakon’s aspirations as a growth company

oTo confirm its intentions to maintain a strong balance sheet

oTo provide clarity about when a dividend will be considered and paid

•No current intention to pay dividends

oCash surpluses prioritised towards growth-focused capital and R&D projects

oTo be reviewed at least annually against stated criteria

•FY22 cash surplus allocated to support planned growth and capital

expenditure

•Policy available on our website

22

22

Building a sustainable organisation
ESG framework development

•Materiality assessment complete

•Sustainability roadmap is focused on:

oESG strategy

oDevelopment of targets

oPrioritised actions

oReporting framework

•Alignment of climate change reporting to TCFD in readiness for 2023

Builds on existing work in key areas

•Reducing waste and greenhouse gas (GHG) emissions

•Improved visibility and management up and down the supply chain

•Maintaining low rates of workplace injury

•Maintaining high levels of employee engagement

Solid progress on ESG framework

23

23

Governance & risk update
Board and CEO succession

•Board succession and CEO transition

oNew CEO appointment

oTwo new directors appointed (Steve Tucker and Sinead Horgan)

oNew Chair Lorraine Witten following Bruce Irvine’s retirement

•Close monitoringof Covid-19 and supply chain risks to protecthealth

and safety of staff and maintain operations

•Continued stakeholder engagement and communications (including

investors)

•Newdividend policy

•Trade compliance policy and process review

•Foreign currency risk, hedging policy and hedging levels in place

24

24

25
25

25

25

25

Summary & outlook

25

25

25

•Record FY22 earnings performance
Revenue $172.0m (+34% yoy); Underlying EBITDA $54.4m (+132%)

•Core growth driven by market leadership in high-growth tech industries

including telecommunications and precision positioning

•Market opportunity created by global chip shortages

Organisational agility enabled a significant short-term boost above core growth

•Global operation provides delivery flexibility and risk management

Scalability and proactive management of supply chain, materials shortages and Covid-19

•Long-term customer relationships with global tier 1 tech companies

including primary supplier to 5 of top 7 telecommunications infrastructure companies

•Globally-recognised technology pioneer and innovator

Leading edge technologies being developed to meet next generation technology

requirements

•Strong balance sheet supporting longer-term investment in future growth

Increased manufacturing scalability and flexibility, new technologies and products

26

Summary and investment highlights

Ongoing growth will be driven by innovation, long term customer relationships and

leading market position in rapidly expanding high-tech industries

•Strong order book
for 5G telco, space and global positioning products

•Solid growth momentum

Continued strong growth in core telecommunications and positioning markets

Building in emerging LEO satellites and datacentre networking markets

•Release of new cutting-edge products and platforms

based on proprietary semiconductor chip and XMEMS® nanotechnology

•Increasing manufacturing capacity and capability

to meet demand growth

•New India facility

completion and transition

•Proactive risk management

of supply chain, Covid-19, skill shortages and cost inflation

27

FY23 outlook and focus

Strong orders, market momentum, proactive risk management, strategic investments

28
Q&A

28

29
Outlook

Appendices

29

Cloud computing: Allows users to have on-demand availability of a remote
computer system’s resources for improved computing power or data

storage (usually located quite far from the user, such as in another country)

Datacentres: Usually a building that is used to hold a computer system and

other components to backup data

Design-in: An opportunity that allows Rakon’s product to be used as the

reference component for certain customer reference designs (a technical

blueprint of a system intended to be used by customers)

Edge computing: Allows users to have on-demand availability of a remote

computer system’s resources for improved computing power or data

storage (usually located close to the user, such as within the same city)

5G: 5th generation of the telecommunications standard, providing 10 to

1000 times better performance in many different applications

5G millimetre wave technology: The equipment that enables higher

frequency data transmission in 5G

NewSpace/ NewSpace LEOs: Refers to space sector commercialisation,

that are mainly low earth orbit (LEO) satellites

Mercury™ / Mercury+™: Rakon’s proprietary integrated circuit used in

OCXOs to achieve clock variations to less than 1 billionth of a second, these

enable precision timing in 5G applications

OCXO: Oven Controlled Crystal Oscillator. A crystal oscillator that uses a

miniaturised oven to keep its internal temperature constant

O-RAN: Mobile networks that are more intelligent, open, virtualised and fully

interoperable

Pluto®: Rakon’s proprietary integrated circuit used in TCXOs to achieve clock

variations to less than 100 millionth of a second; these enable higher data rates

in 5G applications

System solutions:Refers to Rakon’s solutions that include high performance

products, equipment and consulting services for Space & Defence

TCXO: Temperature Compensated Crystal Oscillator. A crystal oscillator with

additional circuitry to remove frequency variations due to temperature change

Tier 1customers: recognised key players within their respective industries, that

make up a significant market share

VCXO: Voltage Controlled Crystal Oscillator (VCXO). A crystal oscillator with an

adjustable output frequency

XMEMS®: Crystal Micro-Electro-Mechanical System. Rakon’s advanced quartz-

based resonator technology. It is made with Rakon’s nano-technology

microfabrication process, delivering unprecedented resonator and oscillator

performances

30

30

Glossary

www.rakon.com

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.