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FY23 Results Delivered In Line With Guidance

Full Year Results23 May 2023ERDIndustrials

Market Release 24 May 2023

Strategic discipline pays off: FY23 results in line with guidance

as management executes new plan


Transportation technology services company EROAD Limited (NZX/ASX: ERD), with its purpose of

‘delivering intelligence you can trust, for a better world tomorrow’, today released its financial

results for the 12 months ended 31 March 2023.

All numbers are stated in New Zealand dollars (NZ$) and relate to the 12 months ended 31 March

2023 (FY23), comparisons relate to the 12 months ended 31 March 2022 (FY22), unless stated

otherwise. FY23 includes a full 12-month contribution from Coretex, while FY22 figures include a

four-month contribution from Coretex.

Financial Highlights

• Normalised revenue of $165.3m was above guidance ($159m to $164m). Reported

Revenue increased from $114.9m in FY22 to $174.9m for FY23 ( 52% increase). This reflects

a full 12-month contribution from Coretex and is normalised for a one-off acquisition

accounting adjustment of $9.6m relating to the Coretex merger. Growth in revenue was

delivered across all markets.

• EBIT improved from a loss of $7.2m in FY22 to a profit of $1.7m, reflecting the recognition

of one-off acquisition revenue and integration costs. Normalised for those one-off items,

EBIT is a loss of $4.5m at the midpoint of the company’s guidance (loss between $3m and

$6m).

• Annualised Monthly Recurring Revenue increased by $19.1m (14.2%). From $134.6m in

FY22 to $153.7m in FY23, reflecting growth across all markets and a FX benefit of $8.6m.

• Free Cash Flow improved from an outflow of $45.1m in FY22 to an outflow of $29.9m in

FY23. This included a clear improvement throughout the year, with the 1H23 FCF outflow of

$21.7m effectively halving to $8.2m in 2H23. Available liquidity (debt facility headroom +

cash) was $27.5m at the end of March 2023.

Operational Highlights

• Asset Retention remains high at 94.8% in FY23 (NZ 96%; AU 97%; NA 93%).

• Key client wins during the year included Sysco in North America (over 9k connections),

Fonterra in New Zealand (taking the full product suite including cameras, Ehubo, and

satellite), and the renewal of ABC in North America (6k connections).

• Following a strategic review which commenced in November 2022, management is

targeting positive FCF by FY26 by right sizing the cost base and better capitalising on

significant growth opportunities in its key markets. EROAD achieved $10m (annualised) of

cost out in FY23.


Outlook & Guidance
• FY24 Revenue guidance of $175m to $180m (growth of between 6-9%)

• FY24 EBIT guidance of $0m to $5m (normalised for accelerated 3G replacement program)

• Cost-out program to continue with an additional $10m (annualised) targeted for FY24

• FY24 R&D spend guidance of $30m

• Looking ahead, EROAD reaffirms its expectation to be Free Cash Flow neutral by FY25 and

Free Cash Flow positive by FY26, while staying within a $90m debt facility.

• Goldman Sachs review is ongoing: EROAD has undertaken a review to help identify

partnership options to contribute some combination of market access, expertise and capital

to drive further growth in the North American market.

“Our dedication to strategic discipline and execution in FY23 has paid off,” said Mark Heine, Chief

Executive Officer. “I am proud to report that our financial results have met the market guidance we

provided 12 months ago, demonstrating our commitment to delivering on our promises. I continue

to believe EROAD is building the right foundations for future growth. As a result of our strategic

business model review, we are shifting to a segmented customer service model, refining R&D

priorities, right-sizing the cost base while growing revenues and focusing on differentiating to win

Enterprise clients in North America. We have a highly motivated, refreshed and talented team and

we can successfully execute this strategic approach within our current funding headroom.”

EROAD Chair Graham Stuart said: “After a difficult year the Board remains firmly focused on

surfacing shareholder value, with this effort spearheaded by an in-depth strategic review aimed at

assessing where EROAD could do business better. While this process involved some tough

decisions, we were pleased to see the results of this become apparent during the second half of

FY23. We believe the steps taken over the past year have put EROAD firmly on the path to

sustainable earnings growth and Free Cash Flow positive by FY26.”


ENDS


Authorised for release to the NZX and ASX by EROAD’s Board of Directors.


Webinar details


EROAD’s Chief Executive Officer, Mark Heine, and Chief Financial Officer, Margaret Warrington, will

give a presentation on the company's financial and operational performance for FY23 via a

teleconference commencing on Wednesday 24 May 2023 at 12:00pm NZT.


Register in advance for this webinar:

When: Wednesday 24 May 2023

Time: 12:00pm NZT

Topic: EROAD FY23 Results Announcement

Link: https://us02web.zoom.us/webinar/register/WN_UidXXi6jTI-lTw9WTFkZFg


After registering, you will receive a confirmation email containing information about joining the

webinar. A replay of this conference call will be available once it has been uploaded to the EROAD

website under ‘presentations’ on https://www.eroadglobal.com/global/investors/





Non-GAAP Measures


EROAD has used non-GAAP measures when discussing financial performance in this document. The

directors and management believe that these measures provide useful information as they are

used internally to evaluate performance of business units, to establish operational goals and to

allocate resources. Non-GAAP measures are not prepared in accordance with NZ IFRS (New Zealand

International Financial Reporting Standards) and are not uniformly defined, therefore the non-

GAAP measures reported in this document may not be comparable with those that other

companies report and should not be viewed in isolation or considered as a substitute for measures

reported by EROAD in accordance with NZ IFRS.


The non-GAAP measures EROAD have used are Annualised Monthly Recurring Revenue (AMRR),

Costs to Acquire Customers (CAC), Costs to Service & Support (CTS), EBITDA, Normalised EBITDA,

EBITDA margin, Normalised EBITDA margin, Normalised Revenue, Free Cash Flow and Future

Contracted Income (FCI).









For Media enquiries please contact:

Hugo Shanahan

Hugo@shanahan.nz

Investor enquires please contact:

Matt Gregorowski

Citadel-MAGNUS

+61 422 534 755

mgregorowski@citadelmagnus.com

---

EROAD (NZX: ERD ASX: ERD)
FinancialResults

For the 12 months ended 31 March 2023 (FY23)

24 May 2023

Important Information
The information in this presentation is of a general nature and does

not constitute financial product advice, investment advice or any

recommendation. Nothing in this presentation constitutes legal,

financial, tax or other advice.

This presentation may contain projections or forward-looking

statements regarding a variety of items. Such projections or forward-

looking statements are based on current expectations, estimates and

assumptions and are subject to a number of risks, uncertainties and

assumptions.

All number relate to the 12 months ended 31 March 2023 (FY23) and

comparisons relate to the 12 months ended 31 March 2022 (FY22),

unless otherwise stated. All dollar amounts are in NZD, unless

otherwise stated.

There is no assurance that results contemplated in any projections or

forward-looking statements in this presentation will be realised.

Actual results may differ materially from those projected in this

presentation. No person is under any obligation to update this

presentation at any time after its release to you or to provide you with

further information about EROAD.

While reasonable care has been taken in compiling this presentation,

EROAD or its subsidiaries, directors, employees, agents or advisers (to

the maximum extent permitted by law) do not give any warranty or

representation (express or implied) as to the accuracy, completeness

or reliability of the information contained in it or take any

responsibility for it. The information in this presentation has not been

and will not be independently verified or audited.

Non-GAAP Measures

EROAD has used non-GAAP measures when discussing financial

performance in this document. The directors and management

believe that these measures provide useful information as they are

used internally to evaluate performance of business units, to establish

operational goals and to allocate resources. Non-GAAP measures are

not prepared in accordance with NZ IFRS (New Zealand International

Financial Reporting Standards) and are not uniformly defined,

therefore the non-GAAP measures reported in this document may not

be comparable with those that other companies report and should

not be viewed in isolation or considered as a substitute for measures

reported by EROAD in accordance with NZ IFRS.

The non-GAAP measures are not subject to audit or review. Definitions

can be found in the Glossary on page 32 of this presentation.

PAGE 2

Agenda
1.FY23 Result Overview

•Operational Overview & Key Metrics

•Geographic

•Financial

•Hardware Replacement & Integration

2.EROAD Strategy

•Key Market Opportunities

•Strategy

•Cost Out

3.Outlook & Guidance

MARK HEINE, CEO

MARGARET WARRINGTON, CFO

PAGE 3

Key Highlights
Reported revenue $174.9m

+52.2% vs pcp

Normalised Revenue

1

$165.3m

Slightly above guidance range

of $159-164m

$20m Cost-out

$10m (annualised) completed in FY23,

additional $10m (annualised) targeted

in FY24

Reported EBIT $1.7m

Normalised EBIT

1,2

$(4.5)m

Midpoint of guidance range

of $(6)–(3)m

FCF

3

$(29.9)m

Cash burn reduced from $4.2m/mth

in H1 FY23 to $1.8m/mth in H2 FY23

R&D $37.2m

23% of normalised revenue

Future contracted income

$219.6m

Increased 16% in FY23

Asset retention 94.8%

Improvement on FY22 93.4%

FY23 RESULTS IN LINE WITH GUIDANCE GIVEN IN MAY 2022, WITH CASH BURN

IMPROVING IN H2 FY23

AMRR $153.7m

+14.2% vs pcp

Unit net adds 18,452

Growth of 8.8% YoY

1. Normalised for $9.6m for accounting adjustment related to contingent consideration . 2. Normalised for integration costs of $3.4m. 3. Free Cash Flow to the firm normalised for Coretex acquisition payments

and excludes financing costs

PAGE 4

FY23 Results In Line With Guidance

Strategic Discipline Pays Off

01
FY23

Result Overview

PAGE 5

Operational Overview
Refreshed strategy

•Outputs of November review: right-size the cost base; move to generate positive FCF; better capitalise on

growth opportunities in key markets

•Strategic review announced at March investor day, with Goldman Sachs appointed, is ongoing and aims to

evaluate a number of options: aim to accelerate North America strategy via partnership options

Financial headroom to execute on strategy

•Cost savings of $10m (annualised) achieved in FY23 with additional $10m (annualised)targeted in FY24

•Normalised cash burn reduced to $1.8m/month in H2 FY23 (from $4.2m in H1 FY23)

•Liquidity of $27.5m available via credit facility headroom and cash to execute on strategy

Refreshed management team

•CEO Mark Heine, CFO Margaret Warrington, President NA and CIO Akinyemi Koyi, and EGM ANZ Konrad

Stempniak

•COO Aaron Latimer is returning to EROAD; CPO Shelley Prentice started in April; Chief Transformation

Officer Steen Andersen started in February, New CTO joining Q1 FY24

•Chief Sustainability Officer Craig Marris & Chief Data Science Officer Dean Marris promoted internally

Key enterprise accounts won or retained

•Won Sysco in North America (over 9,000 connections)

•Won Fonterra in New Zealand taking full product suite (cameras, Ehubo, and satellite)

•Renewed ABC in North America (6,000 connections)

CREDIBLE RESULTS AND CAPABLE OF DELIVERING ON STRATEGY

PAGE 6

Key Metrics
FOCUSED EXECUTION DELIVERS GOOD RESULTS AGAINST REFRESHED STRATEGY

* Annualised monthly recurring revenue includes positive FX impact of $8.6m

Goal MetricFY22FY23StrategyFY26 Targets

SaaS

Quality

AMRR*

$134.6$153.7Grow customer base in-line with market growth

11% – 13%

CAGR

Churn

7%5%Maintain historical churn rate5% – 7%

Average Lease

Duration Remaining

(years)

1.41.3

Rebalance toward longer-dated enterprise

contracts

1.5 – 2.0

InvestmentR&D as % of revenue

28%23%Focus on projects with near-term ROI13% – 15%

ReturnFree Cash Flow Margin

-39%-18%Improve cash efficiency and drive NA growth9%+

PAGE 7

Revenue& EBIT
Operating Costs

2

1

Revenue normalised for $9.6m in FY23 and $1.3m in FY22, respectively, relating to accounting adjustment for contingent consideration

2

Operating costs normalised for transaction and integration costs of $3.4 in FY23 and $7.6m in FY22, respectively

3

EBIT normalised for contingent consideration of $9.6m in FY23 and $1.3m in FY22 respectively, and integration costs of $3.4m in FY23 and $7.6m in FY22 respectively

Normalised Revenue

1

81.2

91.6

113.6

165.3

FY20FY21FY22FY23

The cost-out program achieved

$10m of annualised cost savings in

FY23, albeit with Personnel costs

rising given the inclusion of Coretex

expenses.

Normalised revenue of $165.3m was

slightly above FY23 guidance range

($159-164m)

Normalised EBIT

3

Normalised EBIT of $(4.5)m was at the

midpoint of the FY23 guidance range

($(6)-(3)m)

4.5

5.1

-0.9

-4.5

-7

-5

-3

-1

1

3

5

7

FY20FY21FY22FY23

54.1

61.2

86.3

126.3

FY20FY21FY22FY23

Guidance

(159 to 164)

Guidance

(-6 to -3 )

FINANCIAL RESULTS HAVE DELIVERED ABOVE GUIDANCE, FULFILLING

OUR COMMITMENT TO DELIVERING ON OUR PROMISES

PAGE 8

$m$m$m

New Zealand
CASH GENERATIVE MARKET WITH A FOCUS ON MULTI-PRODUCT ADOPTION

FY23 NZ Developments

•1,092 customers renewed

their plans with EROAD,

representing a total of 28,631

units renewed for another

term

•Enterprise customers

Bidfood (735), Higgins (496)

renewed their contracts

•Won Fonterra with a whole-

of-fleet solution (total of

500+ units), with 50 units

installed in FY23

14,803

14,717

11,387

9,539

FY22FY23

Gross Units AddedNet Units Added

PAGE 9

Net unit adds 9,539

Growth of 8.9% YoY

Asset Retention Rate

95.9%

(FY22: 97.3%)

1,556 Customers added

services

(13,387 subscriptions)

Monthly SaaS ARPU

NZ$55.70

Decline of 1.3% YoY reflecting Coretex’s

higher weighting to purchased

hardware model

EBITDA NZ$53.7m

Growth of 18.8% YoY

FY23 AU Developments
•51 customers renewed their

plans with EROAD,

representing a total of 1,166

units renewed for another term

•Enterprise customer Jim

Pearson Transport renewed

their contract representing

600+ units

•Accelerated amortisation

recognised following notice of

termination from a 1,500 unit

customer

3,823

1,985

3,357

1,537

FY22FY23

Gross Units AddedNet Units Added

Australia

OPPORTUNITIES TO LEVERAGE TRANS TASMAN FLEETS REMAINS A FOCUS

PAGE 10

Unit net adds 1,537

Growth of 10.9% YoY

Asset Retention Rate

97.0%

(FY22: 88.4%)

290 Customers added

services

(1,699 subscriptions)

Monthly SaaS ARPU

A$42.27

Growth of 15.2% YoY

[FY22 was A$36.69]

EBITDA NZ$2.2m

Growth from $0.1m in FY22

11
FY23 NA Developments

•110 customers renewed their

plans with EROAD, representing

a total of 7,185 units renewed for

another term

•Major enterprise customer ABC

renewed their contract

representing 6,000+ units

•Won Sysco (total of 9,000+ units),

with 1,038 number of units

installed in FY23

•Churn includes fleet resizes for

channel customers who own

their hardware on evergreen

contracts (approx. 2k units)

•The SMB customer base

represents a majority of the

churn with only one enterprise

customer lost (approx. 900 units)

North America

SOLID GROWTH WITH MOMENTUM BUILDING IN OUR ENTERPRISE FOCUS

9,118

15,394

1,617

7,376

FY22FY23

Gross Units AddedNet Units Added

Net unit adds 7,376

Growth of 8.4% YoY

Monthly SaaS ARPU

US$36.65

Decline of 6.1% YoY reflecting Coretex’s

higher weighting to purchased

hardware model

Asset Retention Rate

93.2%

(FY22: 84.2%)

404 Customers added

services

(2,625 subscriptions)

EBITDA NZ$18.1m

Growth of 93% YoY following

acquisition of Coretexin FY22

Operational Efficiency
MANAGEMENT FOCUS ON GAINING EFFICIENCY ACROSS ALL COST MEASURES

4.6%

6.4%

5.9%

FY21FY22FY23

Cost to support & service

as a % of revenue

Customer acquisition cost (CAC)

per unit

11%

11%

11%

2%

3%

2%

13%

14%

13%

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

FY21FY22FY23

CAC expensedCAC capitalised

$451

$587

$690

FY21FY22FY23

Cost to acquire customers

as a % of revenue

Higher cost per unit in FY23 reflects the

lag between the costs spent to acquire a

customer and the recognition of a new

unit added following installation. This is

particularly pronounced with large

enterprise wins.

Our underlying costs increase in line

with revenues following the

acquisition of Coretex.

The decline over the prior year reflects

savings from driving efficiencies and

the cost-out program.

PAGE 12

0%
7%

3%

2%

4%

2%

5%

14%

46%

1%

2%

2%

3%

4%

5%5%

16%

40%

Bad Debts

Integration /

Transaction costs

Sales & Marketing

Professional services

Software & Systems

COGS and Warranties

Administrative

Saas

Personnel

FY22FY23

Operating Costs

COST-OUT PROGRAM HAS HELPED TO RE-ALIGN COST BASE FOR IMPROVED PROFITABILITY

$m

Operating cost as a % of normalised revenue

1

Cost-out program estimated impact on Personnel costs

Personnel Costs driven by Coretex (pcp includes only four

months), partially offset by cost-out. Annualised cost-out for FTE

estimated to be $9.6m

Full impact of FY23 savings should allow EROAD to grow revenue while holding operating costs at current levels

PAGE 13

COGS increased due to the higher proportion of hardware sales

following acquisition of Coretex

1

Revenue normalised for $9.6m in FY23 and $1.3m in FY22, respectively, relating to accounting adjustment for contingent consideration

Cash Flow Bridge
CASH FLOWS IMPROVED SIGNIFICANTLY OVER THE COURSE OF FY23

& CONTINUE IN RIGHT DIRECTION

-14.6

-30.5

-21.7

-8.2

-50

-45

-40

-35

-30

-25

-20

-15

-10

-5

0

H1 FY22H2 FY22H1 FY23H2 FY23

Free cash flow to the firm

1

FY22 to FY23

EBITDA increased due to full year of Coretex results, organic growth of 18k units, and operating cost savings ($3.5m impact in the period). The full

impact of FY23’s cost-out program will impact FY24 and is expected to be partially offset by inflationary impacts and investment in North America.

R&D increased due to temporarily higher spending related to integration of the Coretex and EROAD platforms. R&D is budgeted to reduce from $37.2m

in FY23 to ~$30m in FY24 as integration is completed and efficiencies created.

PP&E remained flat as investment in inventory in the prior year was utilised for new units in the current year. It is expected that as EROAD grows and

the 3G replacement program accelerates, inventory (assets under construction) will decrease over FY24.

Cost-out program driving improvement in free cash flow

to the firm

1

$m

$m

PAGE 14

1

Normalised for Coretex acquisition payments

Debt
REDUCING CASH BURN STRENGTHENS FUNDING CAPACITY AND STRATEGIC PLANS

CAN BE EXECUTED WITHIN $90M DEBT FACILITY

Consistent cash burn improvement and total liquidity of $27.5m allow EROAD to fund strategic goals within its existing capital structure.

EROAD remains compliant with all debt covenants for its $90m syndicated credit facility.

Sufficient liquidity to fund strategic planNormalised

(1)

monthly cash burn has improved

$m

4.2

1.8

0

2

4

6

8

10

H1 FY23H2 FY23

$m

(1) Normalised for $8.5m contingent consideration related to the Coretex transaction, paid in December 2022.

PAGE 15

R&D
R&D % OF REVENUE IMPROVES AS RE-FOCUSING INITIATIVES DRIVE EFFICIENCY

Research & Development decreasing as % of revenue on strategic shift

Commentary

•Total R&D spend of $37.2m in

FY23 is inclusive of a full year

of Coretex’s results and

temporarily elevated

integration spend.

•Integration related R&D work

was $8.1m in FY23, of which

$7.7m was capitalised.

•R&D of $30m in FY24

equates to 17% of the mid-

point of FY24 revenue

guidance ($175-180m).

8.39.613.123.725.5

5.1

6.0

8.2

8.0

11.7

13.4

15.6

21.3

31.7

37.2

30.0

22%

19%

23%

28%

23%

17%

0%

5%

10%

15%

20%

25%

30%

0

5

10

15

20

25

30

35

40

FY19FY20FY21FY22FY23FY24G

R&D - CapitalisedR&D - ExpensedR&D % of revenue (RHS)

$m

PAGE 16

Upgrades to ANZ network
•With One New Zealand (formerly Vodafone New Zealand) turning off its 3G service in August 2024,

EROAD is accelerating the swap-out of older model products over a 2-3 year period.

•Telstra Australia will be turning off its 3G network in June 2024.

•Requires $25-$30m total investment of which $5-$7m is COGS and program operating costs; current

inventory includes ~$6m of finished goods and componentry to facilitate replacement hardware.

•~$7-$9m of hardware cash flows would have been incurred through normal unit exchange program over

the 2-3 year period with the remainder related to bringing future renewal events forward.

FY23 Progress and FY24 Expectations

•As at 8 May, 37% of all units in ANZ were 4G compatible.

3G Hardware Replacement

UNIT REPLACEMENT PROGRAM PROGRESSING TO PLAN,

WITH 37% OF ALL UNITS IN ANZ ALREADY 4G COMPATIBLE

PAGE 17

NZ$mFY24FY25FY26

Expected investment

(Hardware + Program costs)

$11–$13m$8–$10m$5–$7m

Accelerated replacement program costs are one off and relate specifically to the 3G Network shutdown

Integration Progress
INTEGRATION WITH CORETEX REALIGNED TO STRATEGIC PRIORITIES

& PROGRESSING WELL

Background

•Following the acquisition of Coretex in December 2021,

integration was planned within 12-18 months initially focused on

promoting the Coretex 360 platform and CoreHub hardware

solution as EROAD’s next generation product in NA to drive sales

momentum

Progress update

•We have created a comprehensive integration platform that

enables us to sync data and product features across both

platforms, including telematic data

•This new integration platform enables us to share the best of

capabilities across existing EROAD and Coretex customers. This

approach enables us to advance toward a single set of products,

features and user experience

•Due to realignment of strategic priorities, some of the

integration streams are now planned to complete outside of the

initial 18 month window

•Focus has remained on the areas of integration which allow us to

seize opportunities presented by the customer and market

INTEGRATION STREAMPROGRESS

Personnel

Complete

Locations & Assets

Complete

Integrated product platform

Complete

Sales Backoffice / Systems

Complete

Data ingestion engine

On track

Brand Retirement

On track

Operational Backoffice / Systems

Paused

PAGE 18

PAGE 19
02

Strategy

Update

Repositioning To Generate Cash & Drive Growth
RIGHT-SIZING THE FOUNDATIONS TODAY ALLOWS EROAD TO SCALE EFFICIENTLY,

RESPOND TO MARKET DRIVERS QUICKER AND BE MORE AGILE TO CUSTOMER NEEDS

PLATFORM

TODAY

Multiple solutions

supporting range

of offerings,

custom builds for

large fleets

Development of

software &

hardware, with

long time to

market (1yr+)

PLATFORM

TOMORROW

Scalable platforms

centred around

verticals supporting

fast customisation

More focus on

software

development for

scalability, quicker

time to market (<8

months)

PAGE 20

Strategy Timeframe
Turnaround the core

Future Growth

Approach

Corporate overhead reductionEfficiency in ANZ / Growth in NAGrowth in NA Verticals

Timing

FY23FY24~3-5 years

Headcount reduction

Overhead expense reduction

Value focus

Customer service segmentation

Accelerated replacement program

execution

Product stabilisation and

simplification

Rollout Sysco and retain North

American enterprise customers

Ongoing cost-out

Growth in large enterprise customer

base

Capitalise on sales and product

improvements made

Rationalisation of cost base

Economies of scale on development,

other functions

Annualised

savings

$10m completed$10m targeted

OPTIMISING BUSINESS OPERATIONS UNDERWAY, AFTER WHICH RESOURCES

CAN BE DEPLOYED TO ACHIEVE SCALEABLE GROWTH

PAGE 21

Cost-out Program
•Product simplification

•Consolidate product suite and eliminate

duplication

•Corporate efficiency

•Streamlining processes and systems

•Focus on return on investment

•Supplier renegotiation

•Merger has created opportunities to

negotiate joint contracts

•Contract manufacturing cost reductions

•Expense rationalisation

•Discretionary travel, computer subs, and

other expenses

FY24: Targeted $10m (annualised) cost-out

•Right-sized personnel

•Reduced actual and planned positions

(approximately 75 FTE)

•Reduced sub-contractor spend

•40% reduction in run-rate spend

•Property footprint reduction

•Closed Portland, OR office and

consolidated Albany, NZ site

•Optimised mobile data usage

•Negotiated alternative cellular pricing

for our camera product

•Negotiated data plan more in-line with

our merged consumption pattern

•De-prioritised business systems investment

•Removed low-priority business systems

FY23: Completed $10m (annualised) cost-out

ALREADY HALFWAY THROUGH COST-OUT PROGRAM,

WITH TARGETED PLANS FOR THE REMAINING $10M

PAGE 22

03
Trading Update &

Outlook

PAGE 23

Outlook & Guidance
North America strategic partnership update

•EROAD has undertaken a review to identify partnership

options to contribute a combination of additional market

access, expertise and capital to gain further growth in the

North American market.

•The review is currently ongoing as the company evaluates a

number of options. We will provide further updates to the

market when appropriate.

Guidance

•FY24 revenue guidance announced:

•Revenue growth of between 6 – 9%

•Cost-out program to continue

•EBIT of $0m to $5m normalised for accelerated 3G replacement

program

Free Cash Flow neutral by FY25, positive by FY26

•Implementation of refreshed strategy will

provide pathway to sustainable, profitable growth.

FY24 Guidance

Revenue$175m –$180m

Normalised EBIT$0m to $5m

R&D spend$30m

COMMITTED TO DELIVERING A PATH TO SUSTAINABLE,

PROFITABLE GROWTH

PAGE 24

04
Appendix

PAGE 25

Statement of Income
Revenueincreased $60m primarily due to the inclusion of

a full year of Coretex revenue versus only four months in

the prior year.

Strength of the USD has resulted in increased revenue of

approximately $7.5m.

The change in the commercial model through the

Coretex acquisition resulted in revenue of $6.3m of

outright hardware sales with no term being recognised in

the year (rather than spread over 3 years if sold under the

EROAD rental model).

EBITDAincreased $24.2m on the benefit of cost

reductions in the second half of this financial year with

operating expenses increasing year on year tracking lower

than revenue growth.

D&A increased $15.3m on the additional units and

intangibles from the acquisition of Coretex depreciated

for a full 12 months as well as unit growth during FY23.

Amortisation expense in FY23 includes accelerated

amortisation of $0.9m to reflect the impact of an

enterprise customer churn

Interestincreased $3.6m in line with increased borrowing

in the period as well as movements in the interest rates

and the recognition of $0.8m for the discount unwind of

the cash contingent consideration in the period.

NZ$mFY23FY22Change ($)

Revenue174.9114.960.0

Operating expenses(129.7)(93.9)(35.8)

Earnings before interest, taxation,

depreciation and amortisation

45.221.024.2

Depreciation of property, plant and

equipment

(17.2)(10.4)(6.8)

Amortisation of intangible assets(17.9)(11.0)(6.9)

Amortisation of contract and customer

aquisition assets

(8.4)(6.8)(1.6)

Earnings/(loss) before interest and taxation1.7(7.2)8.9

Net financing costs(6.8)(3.2)(3.6)

Profit/(loss) before tax(5.1)(10.4)5.3

Income tax benefit/(expense)2.10.81.3

Profit(loss) after tax for the period

attributable to the shareholders

(3.0)(9.6)6.6

Items that are or may be reclassified

subsequently to profit or loss

2.7(0.3)3.0

Total comprehensive income / (loss) for the

period

(0.3)(9.9)9.6

PAGE 26

Cash Flow Statement
Operating CF increased $15.5m primarily due to the

inclusion of a full year of Coretex results versus only four

months in the prior year and organic growth.

Investing CF decreased $61.8m on the acquisition of

Coretexin the prior year comparable period.

Investment in intangible assets reflects the 12 months

of integration activity versus only four months in the

prior year.

Financing CF decreased $39.9m on the equity raise to

partially fund the acquisition of Coretexin the prior year

offset by increased borrowings.

NZ$mFY23FY22Change ($)

Cash received from customers165.2109.455.8

Payments to suppliers and employees(128.9)(92.2)(36.7)

Investment in contract fulfilment assets(7.6)(5.7)(1.9)

Net interest(4.6)(2.8)(1.8)

Income taxes paid0(0.1)0.1

Cash flows from operating activities24.18.615.5

Property, plant & equipment(27.5)(28.4)0.9

Investment in intangible assets(28.2)(24.9)(3.3)

Contract fulfilment and customer acquisition

assets

(2.9)(3.2)0.3

Investment in Coretex, net of cash acquired(8.5)(72.4)63.9

Cash flows from investing activities(67.1)(128.9)61.8

Bank loans38.5(2.9)41.4

Payment of lease liability(1.3)(1.6)0.3

Issue of equity085.0(85.0)

Cost of raising capital0(3.4)3.4

Cash flows from financing activities37.277.1(39.9)

Net increase (decrease) in cash held(5.8)(43.2)37.4

Cash at the beginning of the financial period13.957.1(43.2)

Effects of exchange rate changes on cash000

Closing cash and cash equivalents8.113.9(5.8)

PAGE 27

Balance Sheet
PP&Eincreased $16.1m partially due to responding to

global supply chain uncertainties over the past 12-18

months that have driven growing inventory levels to

ensure security of stock, as well as the ongoing growth

from new hardware leasing.

Inventory balance at 31 March 2023 was $27.8m.

Contract fulfillment & customer acquisition assets

increased $2.5m reflecting growth and renewals

Borrowingsincreased by $22.9m since H1 FY23 largely due

to contingent consideration cash settlement of $8.5m paid

on 23 December 2022, and the remaining balance reflects

cash burn requirements for inventory purchasing and

other operating expenses

Other liabilities at year-end FY22 included the contingent

consideration in relation to the acquisition of Coretex

which was settled on 23 December 2022.

NZ$mFY23FY22Change ($)

Cash8.113.9(5.8)

Restricted bank accounts11.614.7(3.1)

Costs to acquire and contract fulfilment costs7.65.71.9

Other34.427.27.2

Total current assets61.761.50.2

Property, plant and equipment77.861.716.1

Intangible assets242.1231.410.7

Costs to acquire and contract fulfillments

costs

5.85.20.6

Other15.410.35.1

Total non-current assets341.1308.632.5

Total assets402.8370.132.7

Payable to transport agencies11.915.0(3.1)

Contract liabilities19.411.97.5

Borrowings70.632.138.5

Other liabilities52.163.4(11.3)

Total liabilities154122.431.6

Net assets248.8247.71.1

PAGE 28

ARPU Trend
NZ$Local $

NZ$mFY22FY23FY22FY23

North American ARPU

NZ$56.38NZ$58.77US$39.02US$36.65

New Zealand ARPU

NZ$56.45NZ$55.70NZ$56.45NZ$55.70

Australian ARPU

NZ$38.99NZ$46.35A$36.69A$42.27

PAGE 29

9,973
14,332

19,264

24,041

28,140

32,452

38,129

41,939

49,802

59,843

65,285

71,446

77,187

82,486

86,899

90,766

98,711

121,015

126,923

132,091

600

1,990

3,158

4,501

5,301

6,102

9,736

17,757

20,955

24,660

31,227

34,002

35,294

35,437

33,992

87,682

90,596

95,058

9,973

14,332

19,864

26,031

31,298

36,953

43,430

48,041

59,538

77,600

86,240

96,106

108,414

116,488

122,193

126,203

132,703

208,697

217,519

227,149

H1 FY14H2 FY14H1 FY15H2 FY15H1 FY16H2 FY16H1 FY17H2 FY17H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23H2 FY23

ANZNorth America

Unit Count

PAGE 30

Free Cash Flow By Region
PAGE 31

NEW ZEALAND

$40.8m

NORTH AMERICA

$2.2m

AUSTRALIA

$0.9m

CORPORATE & DEVELOPMENT

$(62.4)m

H&A Assets - Hardware & Accessory Assets • CA Assets - Customer Acquisition Assets • CE EBITDA – Corporate and Elimination EBITDA • H&A under Construction - Hardware & Accessories +/_ Inventories

Inflows

Outflows

Total

Glossary
ANNUALISED MONTHLY RECURRING REVENUE

(AMRR)

Anon-GAAPmeasure representingmonthly

RecurringRevenueforthelastmonthofthe

period,multipliedby12.Itprovidesa12month

forward viewofrevenue,assumingunitnumbers,

pricingand foreignexchangeremainunchanged

duringtheyear.

ASSET RETENTION RATE

Thenumber ofTotalContractedUnitsatthe

beginningofthe12monthperiodandretainedas

TotalContractedUnitsattheendofthe12month

period,asapercentageofTotal ContractedUnitsat

the beginningofthe12monthperiod.

CHURN

The inverse of the asset retention rate.

COREHUB

EROAD’s next generation telematics hardware that

collects rich data, meets electronic logging device

certification.

COSTS TO ACQUIRE CUSTOMERS (CAC)

Anon-GAAPmeasureofcoststoacquire

customers. TotalCACrepresentsallsales&

marketingrelated costs.CACcapitalisedincludes

incrementalsales commissionsfornewsales,

upgradesandrenewals whicharecapitalisedand

amortisedoverthelifeof thecontract.Allother

CACrelatedcostsareexpensed whenincurredand

includedwithinCACexpensed.

COSTS TO SERVICE & SUPPORT (CTS)

Anon-GAAPmeasureofcoststosupportand

service customers.TotalCTSrepresentsall customer

success andproductsupportcosts. Thesecostsare

includedin Administrative and otherOperating

Expenses.

CY (CALENDAR YEAR)

12monthsended31December

EBITDA

Anon-GAAPmeasurerepresentingEarnings

before Interest,Taxation,Depreciationand

Amortisation (EBITDA).ReferConsolidated

Statementof ComprehensiveIncomein

FinancialStatements.

EBITDA MARGIN

Anon-GAAPmeasurerepresentingEBITDA

divided byRevenue.

EHUBO, EHUBO2 and EHUBO 2.2

EROAD’s first and second generation

telematics hardware. EHUBO is a trade mark

registered in New Zealand, Australia and the

United States.

ELECTRONIC LOGGIING DEVICE (ELD)

An electronic solution that synchronises with a

vehicle engine to automatically record driving time

and hours of service records

ENTERPRISE

Acustomer where the $AMRR is more than $100k

in NZD for the Financial year reported

FREE CASH FLOW

Anon-GAAPmeasurerepresentingoperatingcash

flowandinvestingcashflowreportedinthe

Statement ofCashFlows.

FREE CASH FLOW TO THE FIRM

Anon-GAAPmeasurerepresentingoperatingcash

flowandinvestingcashflownet of interest paid and

received. For the purposes of this presentation,

payments for the acquisition of Coretexhave been

excluded.

FUTURE CONTRACTED INCOME (FCI)

Anon-GAAPmeasurewhichrepresentscontracted

SoftwareasaService(SaaS)incometobe

recognised asrevenueinfutureperiods.Refer

RevenueNote2of theFY23FinancialStatements.

FY (FINANCIAL YEAR)

Financialyearended31March.

H1 (HALF ONE)

Forthesixmonthsended30September.

H2 (HALF TWO)

Forthesixmonthsended31March.

LEASE DURATION

Future contracted income as a proportion of

reported revenue.

MONTHLY SAAS AVERAGE REVENUE PER UNIT

(ARPU)

Anon-GAAPmeasurethatiscalculatedbydividing

thetotalSaaSrevenuefortheyearreportedinNote

2 ofthe FY23FinancialStatements,bytheTCU

balance attheendofeachmonthduringtheyear.

NORMALISED EBITDA

Excludesone-off items including acquisition

accounting revenue ($9.6m) and integration

costs ($3.4m). FY22normalisations include

acquisitionaccountingrevenue($1.3m), due

diligence costs ($2.0m),

transactioncosts($1.6m),and

integrationcosts($4.0m).

NORMALISED EBITDA MARGIN

Excludesone-offitems, consistent with the

definition provided for Normalised EBITDA

NORMALISED REVENUE

Excludesthe one-offacquisition accounting revenue

in FY23 ($9.6m).

ROAD USER CHARGES (RUC)

InNew Zealand,RUCisapplicabletoHeavyVehicles

andallvehiclespoweredbyafuelnottaxedat source.

ThechargesarepaidintoafundcalledtheNational

LandTransportFund,whichiscontrolledbyNZTA,

andgotowardsthecostof repairingtheroads.

SAAS

SoftwareasaService,amethodofsoftwaredelivery

inwhichsoftwareisaccessedonlineviaa

subscription ratherthanboughtandinstalledon

individual computers.

SAAS REVENUE

Softwareasaservice (SaaS)revenue

represents revenueearnedfromcustomer

contractsforthe saleorrentalofhardware,

installationservicesand provisionofsoftware

services.

TOTAL CONTRACTED UNITS

RepresentsEROADand Coretexbrandedunits

subjecttoa customercontractbothonDepotand

pending instalmentandCoretexbrandedunits

currentlybilled.

UNIT

Acommunicationdevicefittedin-caborona

trailer. Wherethereismorethanoneunitfitted

in-cabor onatrailer,itiscountedasoneunit

(excluding PhilipsConnect).

360

A web-based platform that allows customers to

access data collected by CoreHuband the

associated reports.

PAGE 32

33
ASX & NZX: ERD

investors@eroad.com | eroadglobal.com/investors

EROAD acknowledges the Indigenous Nations, First Peoples, TangataWhenua and

Custodians of the lands and waterways on which our offices reside in New Zealand,

Australia and the United States of America. We express gratitude and appreciation

to these peoples for sharing their culture and traditions and stewarding these

lands. We recognise and pay respect to their elders, past, present and emerging.

---

EROAD
Annual Report

2023

PAGE 2 PAGE 3
We provide end-to-end technology solutions

which connect vehicles, assets and operations to

help businesses make real-time decisions from

real-time data. Helping run safer, greener, more

productive businesses.

OUR PURPOSE

Delivering intelligence you can trust,

for a better world tomorrow

At EROAD, we believe you can’t plan where you are going tomorrow, if you don’t

know where you are today. The businesses we serve are at the heart of their local

economies. They don’t just need data, they need intelligence. Reliable, accurate

and real-time insight enabling them to make decisions which move us all forward

towards a safer and more sustainable future.

OUR GOAL

Empowering transformation

Our goal is to become a system of record for our clients, serving as a catalyst

for change. Through our platform, they can obtain data, analyse it, and take

action to digitally transform their operations. We offer more than just telematics;

we deliver unparalleled insights to enhance fleet and operational performance.

We empower transformation by increasing efficiency, enhancing productivity,

managing safety, compliance and measuring sustainability.

EROAD 2023 ANNUAL REPORT

EROAD 2023 ANNUAL REPORT
PAGE 4

LETTER FROM THE CHAIR |

PAGE 5

Contents

PAGE 6

FY23 HIGHLIGHTS

PAGE 8

LETTER FROM THE CHAIR

PAGE 10

LETTER FROM THE CHIEF EXECUTIVE OFFICER

PAGE 14

STRATEGIC DIRECTION

PAGE 18

WHAT WE DO

PAGE 26

OUR MARKETS

PAGE 28

EXPLORING VALUE

PAGE 40

FUTURE GROWTH

PAGE 42

OUR LEADERSHIP

PAGE 48

FINANCIAL STATEMENTS

PAGE 106

CORPORATE GOVERNANCE REPORT

PAGE 124

REMUNERATION REPORT

PAGE 144

REGULATORY DISCLOSURES

Non-GAAP Measures

EROAD has used non-GAAP measures when discussing

financial performance in this document. The directors

and management believe that these measures provide

useful information as they are used internally to evaluate

performance of business units, to establish operational

goals and to allocate resources. Non-GAAP measures are

not prepared in accordance with NZ IFRS (New Zealand

International Financial Reporting Standards) and are not

uniformly defined, therefore the non-GAAP measures

reported in this document may not be comparable with

those that other companies report and should not be

viewed in isolation or considered as a substitute for

measures reported by EROAD in accordance with NZ IFRS.

The non-GAAP measures EROAD have used are,

Annualised Monthly Recurring Revenue (AMRR), Costs

to Acquire Customers (CAC), Costs to Service & Support

(CTS), EBITDA, Normalised EBITDA, EBITDA margin,

Normalised EBITDA margin, Normalised Revenue, Free

Cash Flow and Future Contracted Income (FCI).

About this Report

The 2023 Annual Report describes EROAD’s strategy,

financial performance and includes the Corporate

Governance Statement and the Remuneration Report.

EROAD’s FY23 Sustainability Report will be published in

June 2023 which will provide information on EROAD’s

approach and performance in relation to its most material

social and environmental issues.

All numbers relate to the 12 months ended 31 March 2023

(FY23) and comparisons relate to the 12 months ended

31 March 2022 (FY22), unless stated otherwise. All dollar

amounts are in NZD, unless otherwise stated. This report

covers the 12 months ended 31 March 2023 and is dated

24 May 2023.

This report has been approved by the Board and is

signed on behalf of EROAD Limited by Graham Stuart,

Chairman and Susan Paterson, Chair of the Finance Risk

and Audit Committee.

Susan Paterson

Chair of the Finance, Risk

and Audit Committee

Graham Stuart

Chairman

EROAD acknowledges the

Indigenous Nations, First Peoples,

Tangata Whenua and Custodians of

the lands and waterways on which

our offices reside in New Zealand,

Australia and the United States of

America. We express gratitude and

appreciation to these peoples for

sharing their culture and traditions

and stewarding these lands. We

recognise and pay respect to their

elders, past, present and emerging.

EROAD 2023 ANNUAL REPORT
PAGE 6 PAGE 7

STRATEGIC DIRECTION |

After a challenging year, EROAD has delivered results in line

with guidance. I believe EROAD is building the right platform

for future growth. Management utilised FY23 to align our

business model with a new strategic direction. This plan, which

is built around turning around our core and improving our

US offering, allows us to right-size the cost base, generate

positive Free Cash Flow, and capitalise on significant growth

opportunities in our key markets.

Mark Heine, CEO

REPORTED REVENUE

$174.9m

normalised for one off contingent

consideration accounting impacts

$165.3

(FY22: $114.9M)

AMRR

$153.7m

reflecting growth of 14.2%, including

a positive FX impact of $8.6m

(FY22: $134.6M)


FREE CASH FLOW

MARGIN

(

18

)

%

normalised for Coretex consideration

in FY22 and FY23

(FY22: (39)%)

R&D

AS A % OF REVENUE

23%

reflecting the benefit from the

growth in revenue with a full year

of both companies

(FY22: 28%)

REPORTED EBITDA

$45.2m

FY23: $39.0m normalised for

integration costs and contingent

consideration accounting

(FY22: $21M)


CONTRACTED UNITS

227,149

representing net growth of

18,452 units globally

(FY22: 208,697)

ASSET

RETENTION RATE

94.8%

reflecting high asset retention rates

in all regions

(FY22: 93.4%)

MONTHLY

SAAS ARPU

$56.34

reflecting expansion of SaaS

products and ancillary hardware

within our customer base along with

a positive FX impact of $2.11

(FY22: $55.57)

FY23 HIGHLIGHTS |

FY23 Highlights

PAGE 7

EROAD 2023 ANNUAL REPORT
PAGE 8

LETTER FROM THE CHAIR |

PAGE 9

EROAD’s results this year reflect the

success of a strategic shift. After going

off the rails in FY22, this past year

needed to be a period of rebuilding

and refocus for EROAD. Last May, we

provided the market with guidance that

FY23 Revenue would be in the range

of $150m to $170m and Normalised

EBIT would end between a break even

result and a loss of $5m. It is pleasing to

report that Normalised Revenue for the

year was $165.3m and Normalised EBIT

was a loss of $4.5m, both key measures

reflecting improvement on FY22 results

and within the guidance ranges we

provided to the market 12 months ago.

A New Purpose for EROAD:

Delivering Intelligence You Can Trust,

For a Better World Tomorrow

Over the last quarter of the year, EROAD undertook

a comprehensive process involving a wide range of

stakeholders to define a new purpose for the company.

We are pleased to announce that we have adopted the

new purpose of “Delivering Intelligence You Can Trust,

For a Better World Tomorrow”. This build on our previous

purpose of “Creating Safer and More Sustainable Roads”.

It also better reflects a unified EROAD, following our

merger with Coretex, and aligns with our public tagline of

“Empowering Transformation”. We are confident that this

bold and aspirational purpose will resonate with our team

and all our stakeholders, and it reinforces our commitment

to deliver innovative solutions for a better future.

Building on last year’s inaugural Sustainability Report, we

are pleased to announce that this year’s Sustainability

Report (to be released in June) will include coverage

of our sustainability performance, including detailed

information on our efforts to reduce our carbon footprint,

help our customers do the same, and promote diversity

and inclusion within our workforce. Looking ahead, we are

committed to preparing for climate-related disclosures

in FY24, and we will continue to actively engage with our

stakeholders and industry to ensure that we are meeting

expectations for sustainability leadership and transparency.

EROAD values transparency and accountability to

our stakeholders, and we are proud to announce that

we continue to voluntarily comply with the Australian

“Say on Pay” regime. In doing so, we have published a

comprehensive remuneration report and will put a vote for

adoption at the same time as our FY23 ASM. This is in line

with our ongoing commitment to best practice governance

and our shareholders’ interests.

Continuous Board Renewal

During FY23, Tony Gibson advised the EROAD Board that

he will not stand for re-election as an Independent Director

at the upcoming 2023 Annual Shareholders’ Meeting, in

line with EROAD’s program of Director rotation. Mr Gibson

has been a valued member of the Board since 2009 and

served in several capacities, including Chair prior to the

company’s NZX listing and Chair of the Remuneration,

Talent, and Nomination Committee as well as being a

member of the Finance, Audit and Risk Committee. Tony’s

experience and insight were instrumental in shaping the

direction of EROAD from its early stages, and we thank him

for his contribution over the years.

By necessity the business has changed profoundly

over this past 12 months, the Board cannot be immune

to these changes, to remain effective we must also be

committed to reviewing our composition to ensure that

we have the right capabilities that can deliver sustainable

long-term value to our shareholders. As part of this, we

have commenced a search for an additional Director to

ideally bring further North American experience and

perspective to the Board, and we expect to make an

appointment within the next six months.

Looking Ahead

The goals for the business over the coming year have

been detailed at our Sydney Investor Day in March, where

we demonstrated how our refreshed strategy provides a

pathway to sustainable, profitable growth. Our focus on

durable growth will drive EROAD to become Free Cash Flow

neutral by FY25, and Free Cash Flow positive by FY26.

Our solutions continue to deliver strong return on

investment for our customers, and with our refreshed

strategy we are confident in our ability to navigate through

any economic uncertainties. We have the technology

and talented people in place to execute against our

strategic priorities and deliver on our purpose of delivering

intelligence you can trust, for a better world tomorrow.

Thank you for your continued support of EROAD and we

look forward to seeing you at the upcoming ASM.

In June 2022, we appointed Mark Heine as Chief Executive

Officer. Under Mark’s strong leadership EROAD has rebuilt

the foundations for profitable growth. He has also made

significant changes to EROAD‘s senior leadership team

since taking on his role. The pending appointment of a

Chief Technology Officer will be the final addition to the six

new appointments he has made to his direct report team,

contributing to the overall revitalisation of the company‘s

leadership structure under Mark‘s guidance.

During the third quarter we undertook an in-depth

strategic review supported by McKinsey & Company. The

outcome of this review was a programme that focuses on

three key sets of initiatives:

1. Product rationalisation

2. North American growth, and

3. Cost reduction

The targets for each of these initiatives, agreed with

management, provide a pathway to positive Free Cash

Flow by FY26. Our FY23 results are already testament to

the successful implementation of this plan.

Throughout all this change, the underlying business has

continued to grow. Our key revenue measure of Annualised

Letter from the Chair

Monthly Recurring Revenue (AMRR) reflects growth of

14.2% for the year.

Planning is also well developed, and execution underway,

to manage the implications arising from the planned

shutdown of the 3G cellular network in New Zealand and

Australia from June 2024. This involves replacing the

remaining 60% of our installed 3G devices in operation

across ANZ. It requires significant capital expenditure and

the dedication of staff resources to manage a complex

logistical challenge.

While the Board believes EROAD can undertake this unit

replacement programme and still pursue a North American

growth strategy, there will be trade-offs. For this reason,

we have appointed Goldman Sachs to help identify

partnership opportunities to contribute some combination

of market access, expertise and capital to drive further

growth in the North American market.

We take immense pride in the exceptional performance

of our people, who have persevered through another

challenging year of considerable change and uncertainty.

Their exceptional work ethic, dedication and unwavering

commitment to our shared goals have paved the way for

sustained growth.

Graham Stuart

Chairman

PAGE 11
LETTER FROM THE CHIEF EXECUTIVE OFFICER |EROAD 2023 ANNUAL REPORT

PAGE 10

Letter from the

Chief Executive Officer

FY23 presented a range of challenges and opportunities for EROAD and

was a pivotal year of transition. Although the fundamentals of EROAD are

strong, over the last few years EROAD had lost its way on its customer

focus and cost base. This has now changed. When I presented last year’s

results, I made a commitment to our shareholders. We would demonstrate

we are credible and capable of delivering what we promise. Our pursuit of

this commitment is evidenced by us meeting our guidance for our FY23

results, coupled with a clear path to growth and Free Cash Flow positive

by FY26. As we commence another financial year, I am proud to say that

we are well on the way to achieving significant and transformative change,

driven by the dedication and talent of our exceptional team at EROAD.

A Clear Strategic Direction

EROAD ended FY23 with a renewed strategic approach of

being customer-led. We have also developed a new strategy

to capitalise on key opportunities ahead of us and have

begun implementation. In the second half of the financial

year, the management team, with McKinsey & Company,

led a strategic business model review. This process yielded

four key opportunities for optimisation. In the final quarter of

FY23, EROAD commenced executing against this strategy.

1. We are shifting to a segmented customer service

model to reduce our cost to serve and provide better

cus

tomer service.

2. We have refined our R&D program to ensure faster speed to

market while ensuring our platform is robust and scalable.

3.

W

e are developing a differentiated product offering in North

America to target enterprise customers.

4.

Finally, we are laser focused on removing costs from our

business and improving unit economics.

To effectively reposition EROAD’s business model to

simultaneously drive growth and generate cash, our strategy

has two key limbs. Firstly, we must turn around the core

business. This is to ensure we can accelerate our shift to be

Free Cash Flow positive by FY26 and, to this end, we have

realised over $10m (annualised) in savings in FY23 and are

targeting a further $10m (annualised) in FY24.

Our second limb is to grow in North America. To achieve

this, we are targeting transportation customers, investing

in scalable and competitive product offerings, particularly

productivity and sustainability functionality, and scaling up

our enterprise team.

Strong Leadership Team

Our strategy is complemented by a strong and experienced

leadership team. As well as elevating talent from within our

business to key positions, I have added several talented

individuals with experience in technology and industry. Our

new Chief Transformation Officer Steen Andersen brings 25

years of experience across SaaS businesses. Shelley Prentice,

who recently commenced as Chief People Officer, joins us

from a strong background in transportation. Returning to

EROAD, our Chief Operating Officer Aaron Latimer can

blend his knowledge of our operating model with his history

in the technology sector. Lastly, a new Chief Technology

Officer, joining in Q1, will bring telematic experience.

Laser Focused Execution

To help return confidence to our shareholders, the EROAD

team have been laser focused on execution in FY23. I am

proud to report that our financial results have met market

guidance, demonstrating our commitment to delivering

on our promises. Key highlights from our FY23 financial

results include:

• Revenue increased from $114.9m in FY22 to $174.9m for

FY23 (52%). Normalised revenue of $165.3m was above

the company’s guidance ($159m to $164m). This reflects a

full 12-month contribution from Coretex and is normalised

for a one-off acquisition accounting adjustment of $9.6m

relating to the Coretex merger. Growth in revenue was

delivered across all markets.



EBIT impr

oved from a loss of $7.2m in FY22 to a profit of

$1.7m, reflecting the recognition of one-off acquisition

revenue and integration costs. Normalised for those

one-off items, EBIT is a loss of $4.5m at the midpoint of

guidance (loss between $3m and $6m).



Annualised Mon

thly Recurring Revenue increased by

$19.1m (14.2%). From $134.6m in FY22 to $153.7m in

FY23, reflecting growth across all markets and a FX

benefit of $8.6m.


Free Cash Flow improved from an outflow of $45.1m in

FY22 to an outflow of $29.9m in FY23. This included a

clear improvement throughout the year, with the 1H23 FCF

outflow of $21.7m effectively halving to $8.2m in 2H23.

Available liquidity (debt facility headroom + cash) was

$27.5m at the end of March 2023.


Growth in contracted units increased by 9% year on year

by adding a net number of 18,452 units in FY23 (total of

227,149 units);

• Asset Retention Rate remaining high at 94.8%; and

• R&D costs reducing from 28% of revenue in FY22 to 23% of

revenue in FY23, with a total spend of $37.2m in FY23.

Reflecting the full year of combined Coretex and EROAD,

our operating expenditure increased from $93.9m in

FY22 to $129.7m in FY23. We have made great strides in

reducing our cash burn from $4.2m/month in H1 FY23

to $1.8m/month in H2 FY23 (normalised for the Coretex

contingent consideration payment), which is a testament

to our efforts to manage costs and improve efficiency.

We have maintained our liquidity position, with $27.5m

available via credit facility headroom and cash enabling us

to execute on our strategy.

PAGE 13
LETTER FROM THE CHIEF EXECUTIVE OFFICER |EROAD 2023 ANNUAL REPORT

PAGE 12

Confident Outlook

As we move forward into FY24, we acknowledge that there

is much work to be done. However, our team is resolute

and well-prepared to tackle the challenges ahead. We have

detailed plans in place, and our teams are already fully

engaged in the implementation process.

It is anticipated Revenue will be between $175m to $180m

reflecting the continued growth across all our markets.

EBIT is expected to be neutral to $5m (normalised for

accelerated depreciation planned as part of our 4G

upgrade program). Additionally, we plan to deliver

another $10m (annualised) in savings through cost-cutting

initiatives in FY24. We believe we are on track to be Free

Cash Flow neutral by FY25 and positive by FY26.

Our focus on operational efficiency and disciplined

execution will continue to be a key driver of success.

I look forward to regularly updating you on EROAD’s

ongoing positive progress in delivering on our strategy of

sustainable, profitable growth.

Mark Heine

Chief Executive Officer

Our Markets

With the merger with Coretex, the expanded EROAD

team has the capability and solutions to deliver increased

benefits to our existing and prospective customers.

In North America we achieved a growth in AMRR of 14%

(in local currency), demonstrating the value that our

solutions bring to the market. In addition, we are proud to

have won contracts with a key enterprise customer, Sysco,

which further cements our position as a leading provider

of telematics solutions in North America. Another major

enterprise customer, ABC, has renewed their contract with

EROAD, demonstrating their confidence in our ability to

provide high-quality and innovative solutions.

In New Zealand, Fonterra signed up to our full

product suite, including telematics, eRUC, dual-facing

dashcams, roll-over alert technology, and satellite

communications, to equip more than 500 milk tankers.

EROAD is also addressing the upcoming closure of One

New Zealand’s (formerly Vodafone New Zealand) 3G

service in August 2024.

To ensure smooth transition, we are accelerating the swap-

out of older model products over a 2-3 year period. As of

8 May 2023, 37% of our ANZ customer base was utilising

4G enabled devices. While there is much work to be done,

the EROAD team is ready and committed to meeting this

challenge head on.

Integration Progress

As part of our strategic direction and realignment of

priorities, we have made the decision to extend the

timeline for some of the Coretex integration streams

beyond the initial 18-month window.

This decision was made with a focus on ensuring that

we prioritise areas of integration that will allow us to seize

opportunities presented by our customers and the market.

Despite the extended timeline, we have made significant

progress towards our integration goals, including the

creation of a comprehensive platform that enables us to

sync data and product features across both EROAD and

Coretex platforms. This approach enables us to advance

toward a single set of products, features and

user experience.

Growth Opportunities

EROAD’s growth potential remains strong, and we are

confident we can deliver. In the short term, we will pursue

growth from targeted opportunities where we have already

demonstrated success. The first being our continued

alignment towards servicing key enterprise customers. In

FY23 we have proven our ability to successfully execute

this strategy by winning Sysco in North America over

larger established telematic vendors. 90% of EROAD’s

enterprise customers already subscribe to two or more

of our product categories. With penetration of telematics

growing by 10% CAGR through to 2030, we are confident

we will see continued multi-product adoption across our

full customer cohort.

The total addressable revenue market for telematics

across EROAD‘s regions is already over $10bn, and

forecast to grow to $21bn by 2030. North America

represents the largest opportunity, responsible for

94%. As we focus on building up product functionality

applicable to whole-of-fleet and capability to service

enterprise customers, our growth in this region over the

longer term will be significant.

In the longer term, our strategic shift to operate at scale

positions us well to translate our momentum into profitable

growth segments. Our current investment in an integrated

platform will enable us to address the market shift towards

demand for bespoke workflow solutions. We are also

focused on providing better insights for our customers,

including total supply chain visibility. To this end, we

have appointed Dean Marris into the role of Chief Data

Science Officer. Furthermore, our developing sustainability

product category, and the appointment of our new Chief

Sustainability Officer Craig Marris, ensures we are ready for

the impending regulatory market changes as customers

shift towards Net Zero goals.

LETTER FROM THE CHIEF EXECUTIVE OFFICER |

PAGE 13

EROAD 2023 ANNUAL REPORT
PAGE 14 PAGE 15

STRATEGIC DIRECTION |

EROAD has utilised FY23 to align its business model with a new strategic

direction, and is entering FY24 with a well-defined plan to establish itself

as a sustainable SaaS provider with consistent revenue growth, bolstered

by stable positive cash flows within the next two years.

FY23: Planning a pathway to durable growth

Our roadmap

After completing the Coretex acquisition at the end of

FY22, it became clear that EROAD‘s business model was

no longer suitable for the merged business or the current

market conditions. Whilst many external factors were

contributing, pre-existing weaknesses became more

pronounced in the larger business, necessitating a clear

plan for sustainable cash generation. EROAD engaged

McKinsey & Company to work with management on a

strategic review, completed in November 2022. This led to

the implementation of two key pillars: improving the core

business for efficiency and expanding in North America,

the largest addressable market. This strategy allows

EROAD to efficiently scale, respond to market drivers, and

meet customer needs with agility.

For the remainder of the fiscal year, the EROAD

management team have been planning, and executing, the

strategic changes necessary for the company to enjoy its

next phase of Free Cash Flow positive and durable growth.

Strategic direction

TURN AROUND THE CORE

GROWTH IN NORTH AMERICA

Scale up NA

focused enterprise

sales team

Decrease

inefficiencies in

personnel and

corporate cost

Tailor service

levels to drive

performance

Streamline R&D

functions and

refocus spend

Complete scalable and

competitive product

offering for enterprise

Target

transportation

vertical, whole-

of-fleet solutions

$10m

Cost reduction (annualised) achieved

in FY23, with a further annualised $10m

reduction targeted in FY24

The completed cost-out program in FY23 included:

• reduced actual and planned FTE across all regions and

functions (approximately 75)


40% reduction in sub-contractor spend



c

onsolidated property footprint


optimised data usage contracts



r

emoval of low priority business systems

FY23 HIGHLIGHT

EROAD has adopted a customer-led approach as a

fundamental part of its business strategy to prioritise

and meet the evolving needs of its customers.

Recognising the significance of customer satisfaction

and loyalty in driving long-term success, EROAD places

great emphasis on understanding its customers‘ pain

points, challenges, and aspirations.

Paving the way towards

Free Cash Flow positive

In FY23, management focused on implementing strategies

aimed at stabilising Free Cash Flow by FY25 and achieving

positive Free Cash Flow by FY26.

During the past 18 months, there has been a notable

improvement in EROAD‘s Free Cash Flow, primarily due

to the expansion of operating cash flow and a more

controlled growth in investment.

Continuous enhancements in managing cash burn, along

with the current liquidity position, enable EROAD to

finance its strategic roadmap while staying within a $90m

debt facility.

IMPROVEMENT IN FREE CASH FLOW

EROAD TODAYEROAD TOMORROW

1H22 2H22 1H23 2H23

$(14.6)m

$(30.5)m

$(21.7)m

$(8.2)m

Renewing our focus on customer

EROAD 2023 ANNUAL REPORT
PAGE 16 PAGE 17

STRATEGIC DIRECTION |

From broad & disconnected to

unified & scalable

In response to the challenges posed by the merger, EROAD

faced the complexity of managing multiple platforms.

However, significant progress has been made in integrating

these platforms, and EROAD is actively transitioning from

offering diverse solutions with differing features towards

unified platforms that are scalable, efficient, and provide

enhanced value to customers. This transition not only

streamlines operations but also reduces the need for R&D

expenditures over time.

Simultaneously, EROAD is intensifying its focus on scalable

software development, enabling the company to introduce

new products to the market at an accelerated pace. By

investing in scalable software solutions, EROAD aims

to enhance its agility and responsiveness, ensuring that

innovative offerings can be swiftly brought to market to

meet evolving customer demands.

As a result of these efforts, EROAD is determined to provide

its customers with unified platforms that offer faster

customisations and improved value. This strategic shift

allows EROAD to optimise resources, simplify operations,

and enhance its ability to deliver tailored solutions that cater

to the specific needs of its customer base.

EROAD TODAY:

MULTIPLE PLATFORMS

Range of discrete solutions

Customisations costly as required across

many solutions

Limited ingestion of data from non-EROAD

products

Large R&D spend in maintenance alone

From focusing on trucks,

to focusing on operators

In recent years, it has become evident that EROAD‘s strength

lies in serving large enterprise customers with complex supply

chain operations that require more than just basic telematics

features. The transportation and supply chain industries

in our markets face numerous challenges, and enterprise

customers need capable technology partners to navigate

their evolutionary transitions. EROAD is well-positioned to

collaborate with these customers and capitalise on these

opportunities by serving as their system of record. While

historically more focused on trucks, we are now shifting our

attention to operators.

Currently, EROAD‘s products in North America provide a

strongly differentiated and competitive safety solution. We will

continue to invest in these products to bring increased value

to our customers. The current solution investment focus is

around regulatory, productivity, and sustainability feature sets.

Strategic direction

Successful at winning new

enterprise customers...

9,000+

units awarded with Sysco contract

signed in North America

FY23 HIGHLIGHT

... and renewing existing

enterprise contracts

23,472

units renewed for enterprise

customers contracts in FY23

EROAD TOMORROW:

SINGLE UNIFYING PLATFORM

Customisations are unconstrained

Scalable solutions achieved faster & cheaper

Integrated platform allows cluster solutions

More accessible data ingestion through

integrated platform

WHAT WE DO |
PAGE 19

EROAD 2023 ANNUAL REPORT

PAGE 18

EROAD’s unified solution

EROAD provides a connected network across vehicles, assets and operations.

Enabling customers to turn raw data from various sources into actionable insights.

Our software platform integrates data from proprietary hardware, IoT devices,

sensors, and cameras into a single interface, providing customers across all

industries with an essential system of record that improves safety outcomes and

saves time and money. EROAD’s solutions are designed to deliver value across

four distinct outcomes, with many customers benefiting from multiple aspects

of the product suite.

What we do

POWERED BY

2

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and claims

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registration


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rreeppllaayy

1. Launching 2023.

2. Proprietary and 3rd party hardware

WHAT WE DO |
PAGE 21

EROAD 2023 ANNUAL REPORT

PAGE 20

Whether it is for insurance purposes, speeding alerts, idle times,

route optimisation or staff recognition with the leaderboard.

There is so much you can do. EROAD can save your business so

much on the bottom line, just by having the view of what your

fleet and your drivers are doing. There are many options on the

market, but EROAD is the tried, proven and trusted one.

Damon Bryant, Alexander Group NZ

Advancing action with data

33.7+ bn

Data points in FY23

205+ m

API Calls in FY23

352+ k

Triggered events

captured on video in FY23

Customers generate vast amounts of data on a daily

basis, and it can be overwhelming to manage and extract

meaningful insights from it. However, not all data is equal.

To be effective, data must meet certain criteria: it must be

high-fidelity, meaning it accurately represents what it is

intended to measure; it must be of high-quality, free from

errors or inaccuracies; it must be consistently and easily

accessible, available when needed and in a user-friendly

format; and it must be enriched, with relevant context or

additional information to give it meaning.

At EROAD, our end-to-end solution is designed to

meet all of these requirements, providing our customers

with a powerful tool to generate useful data as well as

the platform which synthesises it into valuable insights

and actions.

What we do

EROAD’s Cloud Platform

Integrated multi-product suite

Vehicle

Telematics

Video Based

Safety

Asset Monitoring

& Control

Driver

Apps

All Vehicles. All Assets.

One Platform

WHAT WE DO |
PAGE 23

EROAD 2023 ANNUAL REPORT

PAGE 22

EROAD’s customers generate billions of data points every year. But our

customers are not data scientists. They’re operators, and they need simple,

intuitive interfaces to act on this data. We translate their data into ways they

can save money, save time and operate in a safer and more sustainable way.

At EROAD, we begin by giving our customers access to

the data generated by their physical operations. This data

is brought into our system in real-time and is then enri-

ched and analysed using machine learning techniques.

Our software platform includes recording and alerting

engines that help us identify insights that are most rele-

vant to our customers, which we then surface through our

intuitive applications.

By focusing on creating user-friendly applications, we

empower frontline workers with the tools they need to

improve their job performance. Through customer feed-

back, we have learned that integrating multiple solutions

into a single system is more powerful than using separate,

siloed systems from different vendors. This approach not

only reduces the total cost of ownership but also ensures

that all necessary data is available in a single location,

enabling better decision-making.

Transforming operations:

Complex data made simple

Trusted intelligence

MyEROAD is the first thing I open every day. I look to see where

my trucks are, what time they arrived at each of the depots and

my geofences, and make a plan for the day on servicing. It’s

actually my dashboard for the day, so it’s a really important tool.

Tristan Bernie, Aramex NZ

PlatformProductsSingle Pane

of Glass

Functional


Users

Drivers

Safety

Compliance

Finance

INSIGHTS

ACTION

DATA

All Vehicles. All Assets. One Platform.

Data

Sources

Hardware &

Sensor Data

Location

HD Video

Engine

diagnostics

API

Integrations

GPS & Satellite

Digital

Documents

Integration

Licensing

Machine

Learning

Analytics

Alerting

Workflows

Control

Vehicle

Telematics

Asset

Monitoring &

Control

Driver Apps

Indexing &

Storage

Reporting

Video Based

Safety

Collaboration

Enrichment

Real-time data

aggregation

WHAT WE DO |
PAGE 25

EROAD 2023 ANNUAL REPORT

PAGE 24

Success for EROAD continues due to...

...more diverse

customer mix

...multi-national

growth

...more diversified

industries

Enterprise customers enable us to

scale and develop custom solutions or

platform upgrades, which in turn provide

opportunities for expanding our offerings to

all customers. Meanwhile, the SMB customers

provide a steady and reliable revenue stream

for EROAD.

EROAD’s expanding footprint in North

America helps growth continue whilst

reducing our reliance on the maturing

New Zealand market.

EROAD serves a diverse range of industries

that reflect the critical infrastructure at the

core of our communities, making it more than

just a transport service provider.

EROAD uses a subscription billing model across all the

regions it services. This model provides customers with

access to its integrated platform for a monthly fee over a

contractual term. The minimum term length is usually 36

months, but it can be extended up to twice that length

for larger customers. To enable data generation, EROAD

provides the hardware or sensors required for connecting

vehicles and assets. In many cases, EROAD leases this

hardware, in a bundle with the SaaS, over the same

contract term, which increases the monthly charges to

the customer. However, in some instances, customers can

purchase the hardware outright at the start of the term.

EROAD’s recurring revenue model is driven by unit

economics, and we aim to achieve customer profitability

within the first term. All costs, including the cost to acquire,

the cost of the hardware, and operating costs incurred

during that period, are paid back during the first 36 month

contract term. Profitability is maximised over the second

term and any further terms, provided the customer is

retained. If the customer continues to renew their contract,

EROAD may replace the hardware, and a shorter payback

period on the hardware may commence again. However,

the acquisition costs do not reoccur.

Like all subscription billing models, extending the life of

a customer across multiple terms is key to profitability.

To date, we have had significant success with EROAD

maintaining an asset retention rate above 90% historically

and 94.8% in FY23.

Illustrative unit economics of EROAD’s recurring revenue model:

Leased hardware

...more profitable sales model

Operating model

Units by Customer size

Units by Market

Units by Industry

42%

21%

31%

7%

17%

51%

18%

7%

6%

Enterprise

SMB

New Zealand

North America

Australia

Construction &

civil engineering

Freight &

road transport

Refrigerated

transport

Services & trade

Agriculture/forestry

Other

Customer

Acquisition

Cost (CAC)

Hardware

(HW) Cost

Average Useful Life of Hardware: 6 Years

1st Customer Contract Term

Customer

Acquired

CAC

Payback

Breakeven

(HW payback)

Profit

2nd Customer Contract Term

49%

51%

PAGE 27
EROAD 2023 ANNUAL REPORT

PAGE 26

OUR MARKETS |

Where we play

Our success in scaling and growing across all three regions is evident by the fact

there are more similarities than differences. In FY23, a total of 1,253 customers

across all regions renewed their plans, which included 36,382 units. Additionally,

2,250 customers added an additional 17,711 subscriptions to their existing plans.

These figures demonstrate the value and satisfaction that our solution brings to

customers across all regions.

EROAD markets at a glance

North AmericaAustraliaNew Zealand

95,058

UNITS (FY22: 87,682)

110

CUSTOMERS RENEWED

PLANS

93.2%

RETENTION RATE

(FY22: 84.2%)

15,636

UNITS (FY22: 14,099)

51

CUSTOMERS RENEWED

PLANS

97.0 %

RETENTION RATE

(FY22: 88.4%)

116,455

UNITS (FY22: 106,916)

1,092

CUSTOMERS RENEWED

PLANS

95.9%

RETENTION RATE

(FY22: 97.3%)

$18.1m

EBITDA (FY22: $9.4M)

404

CUSTOMERS UPGRADED

PLANS

$36.65

MONTHLY SAAS ARPU

USD (FY22: $39.02)

$2.2m

EBITDA (FY22: $0.1M)

290

CUSTOMERS UPGRADED

PLANS

$42.27

MONTHLY SAAS ARPU

AUD (FY22: $36.69)

$53.7m

EBITDA (FY22: $45.2M)

1,556

CUSTOMERS UPGRADED

PLANS

$55.70

MONTHLY SAAS ARPU

NZD (FY22: $56.45)

PAGE 29
EROAD 2023 ANNUAL REPORT

PAGE 28

EROAD 2023 ANNUAL REPORT

PAGE 28

A better world tomorrow

Despite the need for a strategic shift, EROAD has been able to maintain

growth due to our core value of delivering meaningful outcomes for

customers. EROAD is committed to helping customers achieve their goals

and improve their business operations, which has been a key driver of

our success. By consistently providing value and positive results, EROAD

has gained the trust of customers and is well-positioned to continue to

capture market share and expand into new areas. As market conditions

change, EROAD will continue to focus on delivering exceptional customer

experiences and tangible business outcomes, which will remain at the

forefront of our customer-led business model.

Let’s explore the ways EROAD creates value for customers.

Exploring value

Retaining customers is critical for any business model that relies

on recurring revenue. At EROAD, we prioritise a partnership

approach with our customers, resulting in a significant portion

of our customer base remaining with us for an extended period.

63% of all current customers have been with EROAD

for more than 3 years.

Empowering customer momentum

PAGE 29

Growth powered by customer expansion

At EROAD, we understand that our

success is tightly intertwined with the

success of our customers.

As our customers expand and evolve, we are committed

to growing with them and adapting our products and

services to meet their changing needs.

This allows us to maintain strong, long-lasting relationships

with our customers, and it also provides us with valuable

insights into emerging trends and opportunities. Notably,

fleet and asset expansion among our enterprise customers

has been a significant driver of our recurring revenue

growth at EROAD.

Detailed here are two individual examples where EROAD

has benefited from significant revenue growth powered by

customers‘ fleet expansion.

28%

CAGR Customer Revenue Growth (FY19)

EROAD Customer | Food services transport

(USA)

1000+ fleet

19%

CAGR Customer Revenue Growth (FY19)

EROAD Customer | Construction Supplier

(USA)

1500+ fleet

Customer Relationships

% of current customers by tenure

<3 years 3<6 years 6<9 years 9+ years

37%36%18% 9%

EXPLORING VALUE |

This not only benefits our profitability, but we also believe

that establishing long-term partnerships creates a mutually

advantageous relationship for both EROAD and our

customers. By working closely with our customers over

an extended period, we ensure that they receive the best

value from our products. This approach allows us to receive

feedback and make necessary improvements to better

meet our customers’ needs. Additionally, our customers

can benefit from this partnership through multi-product

adoption and customer expansion, driving growth for both

EROAD and our customers.

PAGE 31
EROAD 2023 ANNUAL REPORT

PAGE 30

Jim Pearson Transport has been using EROAD telematics

(formerly known as SmartTrack, a legacy Coretex brand)

in their prime mover trucks for over two decades. Aron

Robinson, Contracts Manager at Jim Pearson’s, says the

company has chosen to continue with EROAD due to the

product and service provided.

At the time, SmartTrack was the only telematics solution

in Australia that offered live vehicle tracking, giving

Jim Pearson a competitive advantage. “EROAD was

instrumental in helping us attract business partners, in the

early 2000’s most competitors had to ‘ping’ their trucks

for a location. SmartTrack offered live tracking and helped

us secure new business as we moved into the telematics

world.” Since the very start of the relationship, Jim Pearson

Transport have grown significantly in size, expanding their

fleet, and the need for EROAD’s products.

Even though Porter Group were convinced EROAD was

a good product from the outset of the initial partnership,

its strength and potential exceeded their expectations:

Group Asset Manager Ken Reilly states, “The more we

used EROAD, the more we learned, the more excited we

became and the more buy-in grew – from the workshop

management to the haulage and hire management and

now even senior management.”

Over the six years they have been with EROAD, there

have been many areas of growth. “We see the value of

EROAD’s progression and how being part of that journey

will help the Porter Group grow.” From starting with Vehicle

Telematics in 2017, the group has enhanced their solution

with Driver Apps and Asset Monitoring. In 2023, EROAD

expanded its partnership with the Porter Group into their

Australian business.

EROAD’s product development rationale continues to

be based on securing customer value and connections

through vehicle telematics initially and expanding across

related categories over the life of the customer. Through

this approach, EROAD has established strong, long-

term relationships with our customers, who appreciate

the convenience and efficiency of working with a single

provider for multiple products and services.

Whilst half of the total customer base subscribe only to

vehicle telematics, this signals excellent opportunity for

EROAD to continue to achieve subscription and ARPU

growth, from existing customers.

Jim Pearson Transport (AU)

Refrigerated transport

600+ fleet

Porter Group Hire (ANZ)

Heavy Equipment suppliers

270+ fleet

PAGE 30

of all customers subscribe

to 2+ product categories

of enterprise customers subscribe

to 2+ product categories

Growth powered by

multi-product adoption

By offering a suite of complementary products and services, EROAD has

been able to provide more value to our customers while also generating

more revenue per customer from multi-product adoption. 90% of enterprise

customers utilise products across two or more categories, demonstrating the

value of our integrated suite.

Exploring value

47%+90%+

Vehicle Telematics

4 Product Categories

Video Based Safety

Asset Monitoring & Control

Driver Apps

Vehicle

Telematics

Vehicle

Telematics

(NZ)

+ 26% CAGR

Unit Growth

+ 130% CAGR

Revenue Growth

Vehicle

Telematics

Asset

Monitoring &

Control

Vehicle

Telematics

Asset

Monitoring

Driver Apps

(NZ)

Vehicle

Telematics

Asset

Monitoring

Driver Apps

(NZ)

AU

Expansion

EXPLORING VALUE |

Initial Partnership

2001

Initial Partnership

2017

Multi-product Adoption

2023

Multi-product Adoption

2020

Trans Tasman Growth

2023

WHAT WE DO |
PAGE 33

EROAD 2023 ANNUAL REPORT

PAGE 32 PAGE 33

CASE STUDY

Delivering whole-of-fleet intelligence

Fonterra, NZ

Exploring value

Fonterra is a co-operative owned and supplied by about 9,000 farming families

in Aotearoa New Zealand. Through the spirit of co-operation and a can-do

attitude, Fonterra’s farmers and employees share the goodness of their milk

through innovative consumer, foodservice and ingredients brands.

From Cape Reinga to Bluff, and almost everywhere in

between, Fonterra’s milk collection operation spans the

entire country. Through its fleet of 500+ milk collection

tankers and 1600+ tanker operators, Fonterra completes

an average of one farm collection every 15 seconds and

collects around 16.5 billion litres of milk per year.

As well as electronic RUC and in-vehicle driver monitoring

hardware, the safety-focused organisation is also installing

EROAD’s high-definition dual-facing dashcams to gather

vital evidence that can help exonerate innocent drivers in

the event of an incident.

Fonterra will also mitigate the risk of roll-over events in

its liquid tankers with EROAD’s specialised hardware.

EROAD’s Collision and Rollover Alert solution utilises vehicle

roll-over alert technology and satellite communications to

ensure emergency services can be dispatched as quickly as

possible, if the worst should happen – including when the

vehicle is outside cellular range.

Paul Phipps, GM National Transport & Logistics at Fonterra

says, “safety doesn’t happen by accident, so with us

picking up milk from our shareholders all over rural New

Zealand we choose to partner with an industry leader who

delivers Emergency and Automated Alerts through a 24/7

Satellite Solution for when we leave areas with cellular

coverage. This becomes a great mechanism in supporting

our strategy of sending our valued employees home the

way they come to work each and every day.”

EROAD’s innovative solutions will help Fonterra to improve

its market-leading commitment to health and safety, and

we look forward to a long partnership.

EROAD was delighted to partner with iconic NZ company Fonterra in

FY23. The partnership consists of a 5 year contract to install solutions from

all 4 of EROAD’s product categories across their fleet of 500+ milk tankers.

The whole-of-fleet solution was the unique differentiator for Fonterra,

edging out the incumbent fleet management software provider which the

company had used for 13 years.

+16.5b

Fonterra collect 16.5 billion

litres of milk per year

+100m km

Fonterra vehicles travel

upwards of 100 million

kilometers every year

Fonterra has chosen to partner with

EROAD, due to their innovation across

a number of products (telematics,

eRUC, dashcams etc). Their ability

to harmonise these products into an

overall telematics solution, that meets

our business requirements, will assist

us in maintaining our market-leading

commitment to health and safety. It

is great to be working with another

New Zealand-based team developing

products here in Aotearoa.

Malcolm Bailey, Fonterra NZ

EXPLORING VALUE |EROAD 2023 ANNUAL REPORT

PAGE 35
EROAD 2023 ANNUAL REPORT

PAGE 34

Downer is one of the biggest civil companies in New Zealand and the largest

provider of services to asset owners across 120 locations. Their fleet of 6,000

vehicles and assets travel in excess of over 120 million kilometers every year.

Downer recognise driving as one of the top critical risks its people face every day.

The aim of the accreditation is to recognise fleet operators

that demonstrate and continuously improve on-road and

workplace safety practices. Rewarding their real safety

improvements with a reduction in the ACC portion of

licencing fees.

After completion of an ACC audit in June 2022, Downer

obtained the highest accreditation, achieving ACC Fleet

Saver Gold.

Downer have many initiatives and processes which

contribute to their successful health and safety program,

EROAD is one of them. Since 2016, Downer has been able

to utilise EROAD’s data and features to better report on and

improve its health and safety-focused culture.

“We’ve always had a strong culture around health and

safety, but with EROAD on board our improved ability to

track and report means we are much better equipped to

proactively manage, lead, and reward the right behaviours,

and to address any issues faster,” says National Fleet

Manager Josh Hedley.

Since first partnering with EROAD, Downer’s events per

km (EPK) has improved by over 94%. “I think in the health

and safety space, Downer would be a leader in terms of the

improvements we’ve seen in driver behaviour and also the

ability to track who’s driving vehicles and an awareness of

what’s going on. EROAD is integral to our business and how

we manage the fleet and the health and safety of our people,

they’re more than just a telematics provider,” says Josh.

CASE STUDY

Empowering real improvements

in safety outcomes

Downer, NZ

Exploring value

0

5

10

15

2017201820192020202120222023

In recognition of this, in 2022 Downer launched an internal

initiative called Downer Drive, providing a roadmap to

driving safely and sustainably. In support of this initiative

they applied and worked towards achieving ACC (Accident

Compensation Corporation) Fleet Saver accreditation.

+120m km

Downer vehicles travel upwards of

120 million kilometers every year

EROAD Drive Buddy

& Driver ID introduced

EROAD Posted Speed

introduced

EXPLORING VALUE |

94%

Reduction in average # of speed

events per 100km travelled since

installation

Speed events per 100km

In 2022 Downer New Zealand achieved

the Gold level of the ACC Fleet Saver

Programme. We are very proud to

have achieved this level at our first

audit. Downer’s use of EROAD in all of

our fleet was instrumental in Downer

not only achieving this accreditation,

but also in improving the safety of our

people. EROAD is critical in assisting

us to monitor our fleet, to improve

driver behaviour to reduce risk, and

to inform the development of our

safety programmes. This year we have

extended this to Sustainability and

have used EROAD to drive our Idling

Reduction programme to reduce

emissions and save on fuel.

Barry Bignell,

Executive General Manager, Zero Harm

EROAD 2023 ANNUAL REPORT
PAGE 36 PAGE 37

Each category within EROAD’s product suite offers substantial

opportunities for customers to receive immediate value and achieve

rapid ROI. As inflationary pressures persist, we are witnessing an increase

in customer adoption, as the benefits of installing EROAD’s solutions

across their entire fleet become increasingly valuable.

Empowering real returns on investment

Exploring value

Real and rapid return on investment

Tax Claims

EROAD’s solutions offer customers the chance to recoup

expenses incurred through tax savings related to road user

charges or excise tax, off-road claims, or fringe benefits,

in all three regions, regardless of regulatory differences.

These savings can be substantial and are made possible by

EROAD’s certification as a recognised tax collection device.

Fuel Savings

EROAD provides its customers with in depth and

actionable intelligence on their fleet usage and idle time,

which presents enormous opportunities to cut fuel costs

by decreasing consumption.

Insurance Claims

By utilising EROAD’s platform, many customers are eligible

for upfront reductions in insurance premiums. Additionally,

EROAD’s real-time Video Based Safety clips have proven

valuable in disproving fraudulent insurance claims and

substantiating legitimate ones.

Efficiency improvements saving money

Resource & Administration Time

EROAD’s products are specifically designed to lessen the

administrative burden of managing the performance of

a customer’s fleet and assets. This includes minimising

reporting time, claim preparation time, fuel reconciliation,

workflow, routing, maintenance, and driver management.

Asset Utilisation

By utilising EROAD’s integrated platform and having

complete visibility of their entire fleet, customers can

optimise their assets in a variety of ways. This includes

decreasing pre-cool time, eliminating idle time for trailers,

improving servicing and maintenance management,

reducing daily stop times, mapping and comparing asset

movements, and identifying instances of under-utilisation.

$200,000

USD fuel cost saved p.a. by E.A.

Sween (USA) due to reduction

in idle time

$16.9m

NZD off-road claims NZ EROAD

eRUC customers were eligible

for in FY23

10 min

compared to 2 weeks to file

fuel tax reports for Hat Creek

Construction & Materials (USA)

7%

reduction in insurance

premiums saved by Recoil

Oilfield Services (USA)

From a fuel tax credit reporting perspective, EROAD is

completely changing the game for us. The benefit of

EROAD is that we’re now getting accurate off-road usage

and we’re currently able to go back four years

and adjust our fuel tax claim.

Tom Gower, HiWay Group, AUS

Data harvested has given us a valuable look at our cold

chain performances during transport. Using the trailer

return air data as part of our new predictive product

temperature monitoring process we were able to save

about USD$50,000 per month by not requiring drivers

to probe product at each stop.

Tim Bates, Golden State Foods, USA

EXPLORING VALUE |

EROAD 2023 ANNUAL REPORT
PAGE 38 PAGE 39

STRATEGIC DIRECTION |

In 2012, QCD selected Coretex – which was

acquired by EROAD in 2021 – to replace

the costly and unreliable process of manual

temperature monitoring of its reefer trailers.

QCD has since deployed EROAD’s reefer

fleet management solution in hundreds of

trailers, allowing the automated, continuous

monitoring of air temperature from

warehouse to restaurant.

EROAD recognises we have a duty

to drive forward real sustainability

improvements. For both our business

and our customers. Transport has the

highest reliance on fossil fuels of any

sector and accounted for 37% of CO2

emissions from end-use sectors globally

in 2021.

CASE STUDY

Empowering visibility of total operations

Quality Custom Distribution, USA


Empowering a road to sustainability

Exploring valueExploring value

To adopt a greater pace of change, EROAD has

made two significant commitments to furthering our

internal sustainability initiatives. We have appointed

a Chief Sustainability Officer, Craig Marris. EROAD

has also achieved certification under the Toitū

carbon-reduce programme.

Alongside our internal initiatives, we continue

to expand our product suite to empower

customers to measure and improve their

own sustainability efforts.

To understand more detail regarding EROAD’s

sustainability journey, please read our FY23

Sustainability Report.*

1.5m

deliveries per year

7,500

restaurants serviced nationally

Together, QCD and EROAD determined the precise

specifications to ensure freshness for a variety of

perishable food categories and variable packing data sets.

“The algorithm works flawlessly,” says Larkin Williams,

General Manager for QCD. “Everyone wants to make sure

they know that the core temperature of their products is

compliant. Being able to build on air temperature reading

by receiving actual product temperature will allow us to

communicate to our customer that they are receiving the

highest quality of product every time.”

CoreTemp provides real-time compliance to QCD and

its customers. Moreover, the elimination of manual

temperature probes has resulted in significant cost savings

for QCD, says Tim Bates, Corporate Quality Systems

Director.

Following the successful pilot program, QCD implemented

the EROAD solution for all of its delivery routes. “I think

CoreTemp has helped elevate our game,” Bates says.

“We’ve got a lot of powerful information that we never had

in years past.”

Quality Custom Distribution (QCD) is a leader in the quick

service restaurant freight industry. Established in 2006 as

a division of Golden State Foods (GSF), QCD completes

more than 30,000 refrigerated transport deliveries a

week from 24 distribution centres strategically located

throughout the United States. QCD leverages more than

five decades of GSF distribution expertise, providing high-

quality, custom distribution services at a competitive price.

Trusted by top industry brands, including Starbucks,

Chipotle and Chick-fil-A, the company services more

than 7,500 restaurants nationally – totaling more than

1.5 million deliveries per year. QCD has a longstanding

commitment to innovation and incorporates state-of-the-

art technology in every aspect of its operations – from

warehouse management systems to its single-platform

fleet monitoring solution.

Throughout this ongoing partnership, EROAD has

advanced its capabilities for remote reefer control,

two-way communication, hours of service compliance,

geofencing and a host of management applications.

QCD was also instrumental in piloting CoreTemp: a

simulated product temperature monitoring system that

uses artificial intelligence and advanced algorithms to

eliminate the need for manual temperature probes.

4%

EROAD reduction target for fuel

emissions by 2025

29k tCO2e

Total EROAD emissions for FY23

15%

EROAD reduction target for

electricity emissions by 2025

* Available June 2023

EXPLORING VALUE |

EROAD 2023 ANNUAL REPORT
PAGE 40 PAGE 41

EROAD’s product roadmap is aligned to key market trends for

the telematics and transport industries. By strategically shifting

towards operating at scale, EROAD is well-positioned to leverage

its momentum and achieve sustainable long-term growth.

Large & fast growing market

Key market drivers producing

future tailwinds

As we scale, EROAD is prioritising efficient growth. Our subscription-

based business model, with strong long-term unit economics, is a

solid foundation for future profitability. We have a well-defined plan to

be Free Cash Flow positive by FY26 within a $90m debt facility. This

strategic move puts us in a strong position to capitalise on predicted

growth opportunities.

Total telematics revenue pool for

geographies EROAD serves (NZD)

TELEMATICS

INDUSTRY TRENDS

BROADER TRANSPORT

INDUSTRY TRENDS

Across the three regions EROAD operates in, the

conservative estimate of the telematics revenue pool is

valued at $10.9 billion. If the market continues to grow at

the expected compound annual growth rate (CAGR) of

10 per cent, it could be worth as much as $22.8 billion by

the year 2030.

Our customer base is diversified across various end

markets, and we are not solely focused on the trucking

industry. With our current and future product offerings, we

are targeting significant and rapidly growing markets.

Future Growth

FUTURE GROWTH |

2030

$22.8b

2022

$10.9b

PAGE 41

As we focus on building up product functionality applicable to

whole-of-fleet and capability to service enterprise customers,

our growth in North America will be significant. In the longer

term, our strategic shift to operate at scale positions us well to

translate our momentum into profitable growth segments.

Mark Heine, CEO, EROAD

KEY TRENDSEROAD FOCUS

1

Demand for advanced

workflow-based solutions

Demand for bespoke/custom

workflow solutions

2

OEM offering built-in telematics

IOT platform/Data aggregator

Need for cohesive and standardised integration

across multiple data sources

3

Tighter integration across

supply chain

4

Commoditisation of base

offering stack

Whole-of-fleet

As base telematics are further commoditised

and fleets consolidated, EROAD will compete

with whole-of-fleet solutions (including APIs,

aggregation and enrichment)

5

Fleet consolidation

6

Transition to EV fleets

Sustainability focus

Regulatory landscapes across all markets

changing, impacting both reporting

requirements and tax. Provides tailwind for

telematics fleet management.

7

Focus on sustainability

and ESG (excl. electrification)

8

Future regulatory

requirements

EROAD 2023 ANNUAL REPORT
PAGE 42 PAGE 43

OUR LEADERSHIP |

The Management Team

MARK HEINE

Chief Executive Officer

MARGARET WARRINGTON

Chief Finance Officer

AARON LATIMER

Chief Operating Officer

Mark began his tenure as CEO in June

2022. With a deep knowledge of

EROAD’s business coupled with his

well established legal expertise, Mark

is best placed to lead EROAD. Mark

joined EROAD in 2015 after establishing

himself as a well regarded lawyer in

NZ and Australia. He has experience

across a range of legal areas including

corporate, commercial, M&A, litigation,

privacy, IP and antitrust. Mark has also

been employed as a barrister in New

Zealand and holds current practicing

certificates for New Zealand and

Australia. He holds an LLB and BA from

the University of Otago.

Margaret joined EROAD in September

2020 and was formally appointed as

CFO in November 2022, having served

as acting CFO since May. With more

than 12 years’ experience in senior

finance and commercial positions

across multiple sectors in New Zealand,

Margaret is a highly experienced

finance professional. Her previous roles

include Head of Finance at Summerset

Group, CFO at Statistics New Zealand

and acting CFO at the Inland Revenue

Department. As CFO, Margaret heads

EROAD’s global corporate division

and she brings a fresh and relatable

approach to corporate finance.

Margaret is a qualified Chartered

Accountant and holds a Bachelor of

Commerce and a Diploma in Teaching

from the University of Wellington.

Aaron recently re-joined EROAD

as Chief Operating Officer after 18

months as VP of Operations at Syft

Technologies. Having previously

served as EROAD’s Global Supply

Chain Manager, Aaron brings extensive

knowledge of the business and

significant supply chain management

expertise. His background in

manufacturing, operations

management, strategy, logistics, and

business process improvements make

Aaron a great addition to the Executive

Team. Aaron is based in New Zealand

and holds a Bachelor of Commerce

from the University of Canterbury.

STEEN ANDERSEN

Chief Transformation Officer

SHELLEY PRENTICE

Chief People Officer

AKINYEMI KOYI

President North America &

Chief Innovation Officer

Steen joined EROAD as Chief

Transformation Officer in February

2023, leading the transformation office.

Steen brings extensive experience

in business development, strategic

planning, product management,

customer operations and enterprise

resource. He has held senior positions

including Chief Customer Service

Officer, Chief Delivery Officer and VP of

Sales and Professional Services. Based

in North America, Steen holds a Master

of Science in Economics and Business

Administration from Aarhus University.

With a wealth of global HR experience,

Shelley heads the People and Capability

function at EROAD. In April 2023,

she joined the team after serving as

a senior executive at Piritahi, where

she led Operational Excellence on

behalf of Kāinga Ora. With over two

decades experience in various senior

and executive roles spanning multiple

sectors, Shelley is deeply committed

to driving transformative change. She

believes in strategically developing

culture, capability and optimisation

of work practices that empower high-

performance and sustainable growth.

Shelley holds a Bachelor of Human

Resource Management and a Bachelor

of Hospitality Management from

Auckland University of Technology.

Akinyemi Koyi (AK) has more than 20

years of experience as a leader and

innovator in the technology sector.

Working in a variety of industries,

Akinyemi has built, managed and

nurtured highly skilled, successful

teams while overseeing complex

engineering projects. He joined EROAD

in 2021 when EROAD acquired Coretex,

a telematics company where Akinyemi

was Chief Operating Officer and Chief

Technology Officer. Akinyemi brings

to EROAD a dedication to innovation,

a people-focused leadership style and

a commitment to creating technology

solutions that make our customers

safer and more successful.


Our Leadership

EROAD 2023 ANNUAL REPORT
PAGE 44 PAGE 45

The Management Team

KONRAD STEMPNIAK

Executive General Manager ANZ

CRAIG MARRIS

Chief Sustainability Officer &

EVP Mixed Fleets

DEAN MARRIS

Chief Data Science Officer &

EVP Construction

Konrad joined EROAD as General

Manager - Australia in February 2021,

before his promotion to EGM Australia/

New Zealand in January 2023. He is an

accomplished executive leader with

experience 10+ years experience in

strategic operations, technical sales

and building high performing teams.

Based in Sydney, Konrad holds an MBA

from the Australian Graduate School of

Management at the University of

NSW (with excellence), a Bachelor

of Arts/Bachelor of Education and

recently completed the Australian

Institute of Company Director course

with AICD. Konrad loves to support

community initiatives and is a volunteer

surf life saver.

Craig was the Executive Vice President

Mixed Fleets in North America and is

a one of the Co-founders of Coretex

and launched the North American

Operations in 2006. Craig has been

instrumental in establishing the

distributor network, launching the

compliance solution in 2009, and led

the direct sales growth for Coretex.

This new role allows Craig to capitalise

on his keen interest in climate change

data science and apply this to help

fleets navigate their transitions

effectively to more sustainable

operations. Craig has a double degree

in Marketing and Economics from

Otago University and is a recent

graduate from the Harvard Business

School of Analytics, graduating with

distinction.

As one of the co-founders of Coretex,

Dean joined the EROAD team following

the acquisition in 2021. With a strong

automotive background, Dean brings

a wealth of knowledge in this area.

He was the President and founding

member of International Telematics in

New Zealand before his role as EVP of

Sales and Distribution in North America

for Coretex. Dean holds a Bachelor

of Commerce with a double major in

Marketing and Economics and is recent

graduate from the Harvard Business

School of Analytics and Data Science

graduating with distinction. With

established skills in telematics, coupled

with significant business and analytics

knowledge and experience, Dean

is a key member of EROAD’s North

American leadership team.

JEREMY WILTON

Vice President Product and

Engineering

TIM MOLE

Director of Technology

Jeremy joined EROAD in October

2020, spearheading product research

and development for hardware

devices. With 20+ years of experience

in crafting and implementing product

strategies for hardware and software

organisations across APAC and North

America, Jeremy brings invaluable

expertise to his role having worked for

several Forbes 2000 Global technology

companies. Holding a BSc in Computer

Science, he combines technical

acumen with a proven track record of

commercial success, driving EROAD’s

innovation in the transportation

industry.

Tim is an experienced senior leader in

data, analytics and engineering with

more than 29 years’ experience. He

joined EROAD in December 2021 as

Director of Analytics and Insight before

moving into the Director of Technology

role. Throughout his career, Tim has

held management roles at Xero, Humm

Group and Intergen. Tim holds a

Bachelor of Science (BSc) in Computer

Science and Operations Research from

University of Canterbury. Alongside

Jeremy Wilton, Tim oversees the

product, development and engineering

team until EROAD appoints a

permanent Chief Technology Officer.

Our Leadership

OUR LEADERSHIP |

EROAD 2023 ANNUAL REPORT
PAGE 46 PAGE 47

The Board

Our Leadership

GRAHAM STUART

Chairman, Independent Director,

Auckland

Appointed: January 2018,

Chairman from August 2018

BARRY EINSIG

Independent Director,

Pennsylvania

Appointed: January 2020

TONY GIBSON

Independent Director,

Auckland

Appointed: October 2009

Board Committees: Finance, Risk and

Audit, Remuneration, Talent

and Nomination

Graham brings extensive leadership

and governance experience. He has

previously served as CEO of Sealord

Group and CFO then Director of

Strategy and Growth at Fonterra.

More than half his executive career

was spent as Chief Financial Officer

or equivalent and he has business

experience across Asia, Europe, the UK

and Latin America. In addition to his

impressive executive resume, Graham

brings significant board experience

in NZ, Europe, Australia, and Latin

America and currently serves on four

listed company boards. Graham holds

a Master’s degree in Science and a

Bachelor of Commerce in Finance.

Board Committees: Remuneration,

Talent and Nomination, Technology

Located in Pennsylvania, Barry brings

considerable knowledge of the North

American transport market as well

as global automated and connected

vehicle expertise. He is currently a

Vice President at Econolite and has

held other senior leadership positions

within the transport industry. Barry

was an advisor to the Singapore

Ministry of Transportation on their

Highly Automated Vehicle Programme.

In addition, he has reviewed work

undertaken by the Transportation

Research Board and has created patent-

approved technology used in Public

Safety Networks. Barry holds a Bachelor

of Science (Environmental Biology).

Board Committees: Remuneration,

Talent and Nomination (Chairman)

and Finance, Risk and Audit

Tony joined the EROAD Board in

October 2009 and brings more than 30

years’ experience in shipping, logistics,

technology and governance. He is one

of New Zealand’s most experienced

transport professionals and is the

current Managing Director and CEO of

VINZ (Vehicle Inspection New Zealand).

Tony previously served as the Chief

Executive of Ports of Auckland and in

2008 he was appointed to the Road

User Review Group by the Minister of

Transport. Tony has worked in various

senior management positions across

Africa, Asia and Europe and is currently

a director for Marsden Maritime

Holdings and North Tugz.

SARA GIFFORD

Independent Director,

Massachusetts

Appointed: April 2022

SUSAN PATERSON

Independent Director,

Auckland

Appointed: March 2019

SELWYN PELLETT

Non-Executive Director,

Auckland

Appointed: December 2021

Board Committees: Remuneration,

Talent and Nomination, Technology

Based in Boston, Sara has extensive

leadership experience in software

companies and is well versed in logistics,

transportation, product implementation,

and sales. She has significant business

experience across North America,

Europe, Southeast Asia, Australia, and

NZ. Sara served as the Chief Solutions

Officer and executive board member

of Quintiq and is a director of North

American company Spiro. Sara is also

the co-founder and director of Activote,

a non-partisan application enabling

voting in North America. Sara holds

a Bachelor of Science in Computer

Engineering and a Master’s of Science in

Software Engineering.

Board Committees: Finance, Risk

and Audit (Chair) and Remuneration,

Talent and Nomination

Susan is a highly sought-after

professional director with more than

25 years Board/Chair experience in

NZX/ASX listed companies, private

companies, government entities and

not-for-profits. With a pharmaceutical

and management background and an

MBA (London Business School), she

has worked in a range of consulting and

management positions throughout New

Zealand and internationally. Susan is an

appointed Officer of New Zealand Order

of Merit (services to governance) and

was awarded Chartered Fellow status by

the Council of the Institute of Directors.

Board Committees: Technology

Selwyn is an acclaimed technology

entrepreneur with more than 40 years’

experience in electronics supply chains,

enterprise level network security

and telematics in Asia, Australia, NZ,

North America and Europe. He has

extensive experience in international

sales, marketing, strategic planning and

supply chain management, spanning

small start-ups to multibillion-dollar

corporations. Selwyn was the founder

and CEO of Coretex Limited before the

merger with EROAD, and the previous

co-founder, CEO and Chairman of

Endace Ltd. Selwyn’s leadership,

vision and significant contribution to

New Zealand’s technology sector was

recognised by the New Zealand Hi

Tech Association who named him as a

‘Flying Kiwi’ in 2009.

OUR LEADERSHIP |

EROAD 2023 ANNUAL REPORT
PAGE 48 PAGE 49

CORPORATE GOVERNANCE REPORT |FINANCIAL STATEMENTS |EROAD 2023 ANNUAL REPORT

PAGE 48 PAGE 49

Consolidated Statement of Comprehensive Income

For the year ended 31 March 2023


20232022

Notes$M's$M’s

Revenue2174.9114.9

Operating expenses5(129.7)(93.9)

Earnings before interest, taxation, depreciation and

amortisation

45.221.0

Depreciation of property, plant and equipment10(17.2)(10.4)

Amortisation of intangible assets11(17.9)(11.0)

Amortisation of contract and customer acquisition assets3(8.4)(6.8)

Earnings/(loss) before interest and taxation1.7(7.2)

Finance expense(7.1)(3.3)

Finance income0.30.1

Net financing costs14(6.8)(3.2)

Loss before tax(5.1)(10.4)

Income tax benefit202.10.8

Loss after tax for the period attributable to the

shareholders

(3.0)(9.6)

Other comprehensive income

Items that are or may be reclassified subsequently to profit

or loss

2.7(0.3)

Total comprehensive loss for the period(0.3)(9.9)


Loss per share - Basic (cents) 15(2.69)(10.07)

Loss per share - Diluted (cents) 15(2.68)(9.98)

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the

accompanying notes.


Financial

Statements

EROAD 2023 ANNUAL REPORT
PAGE 50 PAGE 51

CORPORATE GOVERNANCE REPORT |FINANCIAL STATEMENTS |EROAD 2023 ANNUAL REPORT

PAGE 50 PAGE 51

Consolidated Statement of Financial Position

As at 31 March 2023

2023 Restated 2022

Notes$M's$M’s

Current assets

Cash and cash equivalents78.113.9

Restricted bank accounts711.614.7

Trade and other receivables834.42 7. 2

Contract fulfilment costs35.33.6

Costs to obtain contracts32.32.1

Total Current Assets61.761.5

Non-current assets

Property, plant and equipment1077.861.7

Intangible assets11242.1231.4

Derivative financial asset180.2-

Contract fulfilment costs34.03.3

Costs to obtain contracts31.81.9

Deferred tax assets2115.210.3

Total Non-Current Assets341.1308.6

Total Assets402.8370.1

Consolidated Statement of Financial Position (continued)

As at 31 March 2023

2023 Restated 2022

Notes$M's$M’s

Current liabilities

Borrowings131.4-

Trade payables and accruals923.037. 3

Payables to transport agencies711.915.0

Contract liabilities47. 45.7

Lease liabilities121.71.4

Employee entitlements3.74.6

Total Current Liabilities49.164.0

Non-current liabilities

Borrowings1369.232.1

Contract liabilities412.06.2

Lease liabilities125.84.3

Derivative financial liabilities-0.2

Deferred tax liabilities2117.915.6

Total Non-Current Liabilities104.958.4

Total Liabilities154.0122.4

Net Assets248.8247.7

Equity

Share Capital15305.7293.3

Share capital premium/discount(19.9)(6.5)

Other reserves(1.0)(3.7)

Accumulated losses(36.0)(35.4)

Total Shareholders' Equity248.8247.7

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.


Chair of the Finance, Risk and Audit Committee, 24 May 23Chairman, 24 May 23

EROAD 2023 ANNUAL REPORT
PAGE 52 PAGE 53

CORPORATE GOVERNANCE REPORT |FINANCIAL STATEMENTS |EROAD 2023 ANNUAL REPORT

PAGE 52 PAGE 53

Consolidated Statement of Changes in Equity

For the year ended 31 March 2023

Consolidated

Share

Capital

Share

Premium /

Discount

Accumulated

losses

Translation

Reserve

Hedging

Reserve

Total

Notes$M’s$M’s$M’s$M’s$M’s$M’s

Balance as at 1 April 2021131.7-(26.2)(3.4)-102.1

Loss for the year--(9.6)--(9.6)

Other comprehensive loss---(0.1)(0.2)(0.3)

Total comprehensive loss--(9.6)(0.1)(0.2)(9.9)

Transactions with owners

of the Company

Equity settled share-based

payments

161.3-0.4--1.7

Share capital issued80.4----80.4

Issue of ordinary shares related to

business combination

79.9(6.5)---73.4

Balance as at 31 March 2022293.3(6.5)(35.4)(3.5)(0.2)247.7

Balance as at 1 April 2022293.3(6.5)(35.4)(3.5)(0.2)247. 7

Loss for the year--(3.0)--(3.0)

Other comprehensive income---2.30.42.7

Total comprehensive income--(3.0)2.30.4(0.3)

Transactions with owners

of the Company

Equity settled share-based

payments

161.4-(1.3)--0.1

Share capital issued relating to

business combination

1511.0(9.7)---1.3

Contingent shares forfeited

reclassification

-(3.7)3.7---

Balance at 31 March 2023305.7(19.9)(36.0)(1.2)0.2248.8

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.


Consolidated Statement of Cash Flows

For the year ended 31 March 2023

2023 Restated 2022

Notes$M’s$M’s

Cash flows from operating activities

Cash received from customers165.2109.4

Payments to suppliers and employees(128.9)(92.2)

Payments for contract fulfilment assets3(7.6)(5.7)

Interest received0.30.1

Interest paid(4.9)(2.9)

Income taxes paid-(0.1)

Net cash inflow from operating activities24.18.6

Cash flows from investing activities

Payments for investment in property, plant & equipment10(27.5)(28.4)

Payments for investment in intangible assets11(28.2)(24.9)

Payments for investment in cost to obtain contracts3(2.9)(3.2)

Payments for investment in subsidiary (including contingent

consideration), net of cash acquired

23(8.5)(72.4)

Net cash outflow from investing activities(67.1)(128.9)

Cash flows from financing activities

Receipts from bank loans52.732.1

Repayments of bank loans(14.2)(35.0)

Payment of lease liability(1.3)(1.6)

Receipts from issue of equity-85.0

Payments for costs of raising equity-(3.4)

Net cash inflow from financing activities3 7. 27 7.1

Net decrease in cash held(5.8)(43.2)

Cash at beginning of the financial period13.957.1

Closing cash and cash equivalents 8.113.9

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

EROAD 2023 ANNUAL REPORT
PAGE 54 PAGE 55

CORPORATE GOVERNANCE REPORT |EROAD 2023 ANNUAL REPORT

PAGE 54 PAGE 55

NOTES TO FINANCIAL STATEMENTS |

Reconciliation of Operating Cash Flows with Reported Profit After Tax

For the year ended 31 March 2023

2023 Restated 2022

Notes$M’s$M’s

Reconciliation of operating cash flows with reported profit

after tax

Loss after tax for the year attributable

to the shareholders

(3.0)(9.6)

Add/(less) non-cash items

Tax asset recognised(3.9)(1.1)

Depreciation and amortisation43.528.2

Other non-cash expenses/(income)0.50.8

Contingent consideration and revaluation(9.6)-

Unwinding of interest expense for discounted contract liabilities

and contingent consideration

1.70.6

Contract liability discounting gain(1.8)-

30.428.5

Movements in other working capital items

Increase in trade and other receivables(6.1)(10.4)

Increase in current tax payables2.1-

Increase in contract liabilities7. 95.3

Increase in contract fulfillment cost(7.6)(5.7)

Increase in trade payables, interest payable and accruals0.40.5

(3.3)(10.3)

Net cash from operating activities24.18.6


Notes to the consolidated financial statements

For the year ended 31 March 2023

REPORTING ENTITY

The consolidated financial statements for the year ended 31 March 2023 are for EROAD Limited (the “Company”) and

its subsidiaries (collectively referred to as the “Group”). The Group provides electronic on-board units and software as a

service to the transport industry.


EROAD Limited is a company domiciled in New Zealand registered under the Companies Act 1993 and is a FMC reporting

entity for the purposes of the Financial Markets Conduct Act 2013. The Company is listed on the New Zealand Stock

Exchange (NZX) Main Board and the Australian Stock Exchange (ASX).


BASIS OF PREPARATION

The consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Practice

in New Zealand (NZ GAAP). The financial statements comply with New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS) as appropriate for profit-oriented entities and other New Zealand accounting standards,

and authoritative notices that are applicable to entities that apply NZ IFRS. These financial statements also comply with

International Financial Reporting Standards and the requirements of the Financial Markets Conduct Act 2013.

The financial statements are presented in New Zealand dollars ($) which is the Group’s presentation currency, and all values

are rounded to million dollars to one decimal place ($M’s) except where stated. Items included in the financial statements

of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity

operates (the “functional currency”). The functional currency of the Company and its New Zealand subsidiaries is New

Zealand dollars. The functional currency of the Company’s Australian and North American subsidiaries are Australian

dollars and United States dollars respectively.


All amoun

ts are shown exclusive of goods and services tax (GST) except for trade receivables and trade payables, and

except where the amount of GST incurred is not recoverable. When this occurs, GST is recognised as part of the cost of the

asset or as an expense as applicable.


The financial statements are prepared on the historical cost basis, except for certain financial instruments which are carried

at fair value.


BASIS OF CONSOLIDATION

Subsidiaries are fully consolidated at the date on which the Group obtains control, and continue to be consolidated until the

date when such control ceases. The financial statements are prepared for the same reporting period as the Company, using

consistent accounting policies. All intra-group transactions and balances arising within the Group are eliminated in full.

ACCOUNTING POLICIES

Accounting policies that summarise the measurement basis used and that are relevant to the understanding of the financial

statements are provided throughout the accompanying notes.



T

he accounting policies adopted have been applied consistently throughout the periods presented in these consolidated

financial statements, except as mentioned below.

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EROAD 2023 ANNUAL REPORT

PAGE 56

NOTES TO FINANCIAL STATEMENTS |

NZ IAS 1 amendment

The Group has early adopted the amendments to NZ IAS 1 with regards to the classification requirement of liabilities as current

or non-current in the current year. The impact of adoption on these consolidated financial statements has been outlined in the

table below.


NZ IAS 1 (OLD) IMPACTNZ IAS 1 (NEW)

$M’s$M’s$M’s

31 MARCH 2023

Current borrowings40.6(39.2)1.4

Non-current borrowings30.039.269.2

31 MARCH 2022

Current borrowings2.1(2.1)-

Non-current borrowings30.02.132.1

31 MARCH 2021

Current borrowings6.4(1.4)5.0

Non-current borrowings28.61.430.0

The Group adopted all mandatory new and amended NZ IFRS Standards and Interpretations and there has been no material

impact on the Group’s financial statements.

There are no other new standards, amendments or interpretations that have been issued and are not yet effective, that are

expected to have a significant impact on the Group.

COMPARATIVE INFORMATION

The statement of cash flow presentation has been amended to reclassify the contract fulfilment assets from investing activities

to operating activities cash flows. The impact of this reclassification on the comparative period is shown below.

The reclassification better reflects the Group’s operation.

2022

REPORTED

RECLASS

2022

RECLASSIFIED

$M’s$M’s$M’s

Cash flows from operating activities14.3(5.7)8.6

Cash flows from investing activities(134.6)5.7(128.9)

The prior year statement of financial position has been restated for the finalisation of provisional values in relation to the

acquisition of Coretex. Refer to note 23 for further details on the change.

Apart from the changes noted above and the change as a result of early adoption of NZ IAS 1 amendments Classification of

Liabilities as Current or Non-current, there have been no other changes to comparative figures.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

In applying the Group’s accounting policies, management continually evaluates judgements, estimates and assumptions

based on experience and other factors, including expectations of future events that may have an impact on the Group. All

judgements, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances

available to the Group. Actual results may differ from the judgements, estimates and assumptions.

The significant judgements, estimates and assumptions made by management in the preparation of these financial

statements are outlined within the financial statement notes to which they relate. These are:


Taxation - recognition and utilisation of tax losses

• Intangible assets - assumptions used in the impairment tests; capitalisation of development costs

• Property, plant and equipment - determining residual values and useful lives

GOING CONCERN

As at balance the Group’s current assets exceeded its current liabilities by $12.6 million (2022 restated: net current liabilities of

$2.5m). The directors have carefully considered the ability of the Group to continue to operate as a going concern for at least

the next 12 months from the date the financial statements are authorised for issue. It is the conclusion of the directors that the

Group will continue to operate as a going concern and the financial statements have been prepared on that basis.

In reaching their conclusion the directors have considered the following factors:



Cash r

eserves as at 31 March 2023 of $8.1M and bank borrowing facility of $90M of which $19.4M was undrawn as at

31 March 2023 after including borrowing costs of $0.5M. Along with cost saving initiatives of the group, this provides

sufficient level of headroom to help support the business for at least the next 12 months from the date of issuance of

these financial statements;

• The Future Contracted Income of $219.6M provides certainty of forecast revenue; and

• The directors have made due enquiry into the appropriateness of the assumptions underlying the budgetary forecasts.

PAGE 59
CORPORATE GOVERNANCE REPORT |

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EROAD 2023 ANNUAL REPORT

PAGE 58

NOTES TO FINANCIAL STATEMENTS |

PERFORMANCE

This section focuses on the Group’s financial performance. This section includes the following notes:

NOTE 1 SEGMENT REPORTING

NOTE 2 REVENUE

NOTE 3 CONTRACT FULFILMENT AND COSTS TO OBTAIN CONTRACTS

NOTE 4 CONTRACT LIABILITIES

NOTE 5 EXPENSES

NOTE 6 PERSONNEL EXPENSES

NOTE 1 SEGMENT REPORTING

ERO

AD operating segments are based on geographic location for operating companies and corporate and development

costs. These operating segments equate to the Group’s strategic divisions and are reported in a manner consistent with

the internal reporting provided to the Chief Executive Officer (“CEO”). The CEO is considered to be the chief operating

decision maker (“CODM”).


The four segments/strategic divisions offer different services and are managed separately because they require different

technology, services and marketing strategies. For each strategic division, the CODM reviews internal management reports.

The following summary describes the operations in each of the Group’s segments.


• Corporate & Development: Corporate head office costs and R&D activities for development of new and existing

products and services

• North America: Operating companies serving customers in North America


Australia: Operating companies serving customers in Australia

• New Zealand: Operating companies serving customers in New Zealand

Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be

allocated on a reasonable basis. Unallocated items comprise income tax, derivative financial instruments, finance income

and expenses.

Inter-segment pricing is determined on an arm’s length basis.

NOTE 1 SEGMENT REPORTING

(CONTINUED)

Reportable segment information

Key information related to each reportable segment as provided to the CODM is set out below.

Corporate &

Development

North America New ZealandAustralia

20232022202320222023202220232022

$M's$M's$M's$M's$M's$M's$M's$M's

Revenue

Software as a Service (Saas)

revenue

-0.365.335.075.865.38.33.5

Hardware revenue0.6-5.42.40.2-0.70.1

Transaction fee revenue ----3.73.0--

Other revenue 161.732.11.92.94.01.50.30.3

Total revenue62.332.472.640.383.769.89.33.9

Earnings before interest,

taxation, depreciation &

amortisation

(28.5)(33.9)18.19.453.745.22.20.1

Other segment information

Total assets2 7 7. 3256.9100.480.869.564.815.413.3

Depreciation of property, plant &

equipment

(2.1)(1.5)(7.8)(3.8)(6.9)(5.2)(0.6)(0.3)

Amortisation of intangible assets(10.2)(8.8)(5.1)(1.7)(0.9)(0.3)(1.7)(0.2)

Amortisation of contract and

customer acquisition assets

--(2.3)(1.5)(5.4)(5.0)(0.6)(0.3)

1

Revenue from Corporate & Development Markets includes R&D Grant Income of $1.6M (31 March 2022: $1.3M) and reassessment of contingent consideration

of $9.6m (31 March 2022: $1.3M).

PAGE 61
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EROAD 2023 ANNUAL REPORT

PAGE 60

NOTES TO FINANCIAL STATEMENTS |

Reconciliation of information on reportable segments

20232022


$M’s$M’s

Revenue

Total revenue for reportable segments227.9146.4

Elimination of inter-segment revenue(53.0)(31.5)

Consolidated Revenue174.9114.9


EBITDA

Total EBITDA for reportable segments45.520.8

Elimination of inter-segment EBITDA(0.3)0.2

Consolidated EBITDA45.221.0

Depreciation


Total depreciation for reportable segments(17.4)(10.8)

Elimination of inter-segment depreciation0.20.4

Consolidated Depreciation(17.2)(10.4)

Amortisation of intangible assets

Total amortisation for reportable segments(17.9)(11.0)

Elimination of inter-segment amortisation--

Consolidated Amortisation(17.9)(11.0)

Total assets


Total assets for reportable segments462.6415.8

Elimination of inter-segment balances(59.8)(45.7)

Consolidated Total Assets402.8370.1

Allocation of goodwill, property plant and equipment and other intangible assets

Included within T

otal Assets are Development Assets of $100.4M (31 March 2022: $88.3m) which for the purpose of the

segment note have been allocated to the Corporate & Development Market based on the ownership of intellectual

property. The amortisation for these assets are also presented in the Corporate & Development segment. The Group’s

cash generating units (CGUs) are North America, New Zealand and Australia. For impairment testing purposes

management allocate the Development Assets to the CGU based on the specific CGU that the Development Asset relates

to, or if the Development Asset is developed for use globally across all CGU’s, the asset is allocated to CGU’s based on

the proportionate share of the Group’s Contracted Units. Property plant and equipment and other finite intangible assets

are also included and tested as part of impairment testing of respective CGU’s.


Also included in the t

otal assets is the intangible assets acquired through the acquisition of the Coretex subsidiaries and

resulting goodwill. The allocation of these to cash-generating units has been done based on valuation expert advice as part of

acquisition accounting in the prior year.

The allocation of the Development Assets, goodwill and other intangibles to CGU’s within the following reportable segments for the

purpose of impairment testing was as follows:

Development AssetsGoodwillBrand

Customer

relationships

$M's$M's$M's$M's

31 MARCH 2023

North America46.388.82.420.7

New Zealand48.35.7-1.1

Australia5.813.6-3.5

100.4108.12.425.3

31 MARCH 2022 Restated

North America43.388.83.121.9

New Zealand39.85.7-1.2

Australia5.213.6-4.9

88.3108.13.128.0

Geographic information

The geographic information below analyses the Group’s revenue and non-current assets by the Company’s country of domicile

and other countries. In presenting the following information revenue has been based on the geographic location of customers

and assets were based on the geographic location of the assets. These allocations are not aligned with the Group’s reportable

segments.


2023Restated 2022

$M’s$M’s

Revenue

New Zealand94.072.1

All foreign countries:

USA71.639.0

Australia9.33.8

Total revenue174.9114.9

Non-current assets

New Zealand230.4206.5

All foreign countries:

USA84.679.9

Australia10.711.9

Total non-current assets325.7298.3

Non-current assets exclude financial instruments and deferred tax assets.


NOTE 1 SEGMENT REPORTING

(CONTINUED)NOTE 1 SEGMENT REPORTING (CONTINUED)

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EROAD 2023 ANNUAL REPORT

PAGE 62

NOTES TO FINANCIAL STATEMENTS |

2023Restated 2022

$M’s$M’s

Reconciliation of geographical non-current assets

to total non-current assets


Geographical non-current assets325.7298.3

Deferred tax assets15.210.3

Derivative financial instruments0.2-

Total non-current assets341.1308.6

NOTE 2 REVENUE

20232022


$M’s$M’s

Revenue from contracts with customers

Software as a service (Saas) revenue149.4104.1

Hardware revenue (subscription basis)6.92.5

Other

Transaction fee revenue3.73.0

Other revenue and income13.34.0

Grant income1.61.3

Total Revenues174.9114.9

Set out above is the disaggregation of the Group’s revenue. The disaggregation reflects the nature, amount, timing and

uncertainty of revenue and cash flows are affected by economic factors.


R

evenue recognition

R

evenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when

it transfers control over a good or a service to a customer.


T

he Group provides electronic on-board units to its customers, which comprise the provision of hardware and the rendering of

services.


F

or the majority of the Group’s customers the supply of electronic on-board units (leased or purchased outright), installation

of the units and providing services are not distinct and have one single performance obligation (linked to the service contract).

Consequently, the Group does not recognise revenue separately for these goods and services but recognises this revenue

together as the provision of software as a service (SAAS) revenue.


Each of the Gr

oup’s main sources of revenue are described in detail below:

S

oftware as a service revenue

Soft

ware as a service (SaaS) revenue represents revenue earned from customer contracts for the sale or rental of hardware,

installation services, training and support services and provision of software services.

As not

ed above, the Group has determined that for the majority of customers the supply and installation of units and the

services are not distinct and treated as one single performance obligation. That is, EROAD’s customers do not have the right

to direct the use of EROAD’s assets (such as the Ehubo, Corehub and TMU units) as EROAD continues to have the right and

ability to change how the asset operates during the customer’s contract period. These contracts are therefore accounted for

as service contracts. The Group generates revenue through the sale of hardware assets, rental of hardware assets, installation

of hardware assets and provision of software services as part of contracts with customers as part of a bundled package. These

hardware units enable customers to access the software platform offered by the Group. The transaction involving hardware

and accessories do not convey a distinct good or service. The sale does not transfer control to the customer as the Group

provides a significant service of integrating the software service to produce a combined output. The sale of the hardware,

accessories and software service are referred to as Software as a Service (SaaS) revenue, which is recognised on a straight

line basis over the contract period to reflect the fulfilment of the performance obligations as they arise. There are no variable

consideration terms within the contracts.

The Group offers installation services as part of a number of promises to transfer goods and services within each contract.

Installation services do not convey a distinct good or service and therefore are not a separate performance obligation as

the installation is a set-up activity that does not provide the customer a direct benefit other than access to the software

services. As a result, the installation service is considered as part of the single performance obligation referred to as software

as a service (SAAS) revenue, which includes the software service and hardware sale or rental for which the customer

simultaneously receives and consumes the benefit of the service.


A contract liability is recognised where consideration is received in advance of the completion of associated performance

obligations. The contract liability is derecognised over time evenly over the period of the contract as the customer derives

the benefit evenly from the services provided over the contract period. The majority of contracts are for 3 years and can be

for a term of up to 5 years. As a result there is a financing component which the Group recognise as a finance cost when

consideration is received in advance.


Hardware revenue (subscription)

Har

dware revenue purchased with a subscription is recognized over the first months subscription. Hardware revenue

reflects hardware sales where a subscription must be separately purchased to utilise the hardware and obtain access to

services. The hardware together with the monthly subscription is considered a single performance obligation. A receivable

is recognised by the Group when the right to consideration becomes unconditional, as only the passage of time is required

before payment is due.


T

he installation revenue associated with uncontracted hardware units is included in the hardware revenue line and recognised

when the installation is completed.


T

he services revenue associated with the uncontracted hardware units is included in the software as a service revenue line and

is recognised when the performance obligation is completed.


T

ransaction fees

T

ransaction fee revenue relates to the collection of Road User Charges (RUC) fees. The Group acts as an agent for transport

authorities in the market that is operates in. Where fees are collected on their behalf, the Group charges a commission. The

revenue recognised is the net amount of the commission fee earned by the Group.


Gr

ant income

Government grants are recognised at fair value in the statement of comprehensive income over the same periods as the costs

for which the grants are intended to compensate. No unfulfilled conditions or contingencies exist related to the government

grants.

Other revenue and income

Included in other inc

ome and revenue is $9.6M related to the reassessment of contingent consideration as outlined in Note 23.

Future contracted income


T

he Group reports the Non-GAAP measure, Future Contracted Income. The definition of Future Contracted Income includes

all future hardware and SaaS cash inflows relating to income under non-cancellable long-term agreements. The disclosure

below aligns with the Future Contracted Income reported by the Group.

NOTE 2 REVENUE

(CONTINUED)NOTE 1 SEGMENT REPORTING (CONTINUED)

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EROAD 2023 ANNUAL REPORT

PAGE 64

NOTES TO FINANCIAL STATEMENTS |

Transaction price allocated to the remaining performance obligations

The below table represents the revenue allocated to performance obligations that are unsatisfied or partially unsatisfied at

the period end. The revenue amounts yet to be recognised under non-cancellable contract agreements at 31 March 2023 are

expected to be recognised by EROAD based on the time bands disclosed below.



20232022

$M’s$M’s

Software as a Service (SaaS) revenue

No later than one year88.183.6

Later than one year, no later than five years131.5106.6

Total price allocated to remaining performance obligations219.6190.2

NOTE 3 CONTRACT FULFILMENT AND COSTS TO OBTAIN CONTRACTS

Capitalised contract fulfilment costs

T

he Group capitalises incremental costs of fulfilling customer contracts, typically distribution and installation costs. Contract

fulfilment costs are amortised evenly over the period of the contract. The majority of contracts are for 3 years and can be for a

term of up to 5 years. Customers who do not sign up to a term have contract fulfilment costs expensed up-front.


C

apitalised contract acquisition costs

The Group has applied a policy of capitalising only costs that are incremental in obtaining contracts with customers,

typically sales commissions. Contract acquisition costs are amortised evenly over the period of the contract. The majority

of contracts are for 3 years and can be for a term of up to 5 years. Customers who do not sign up to a term have contract

acquisition costs expensed up-front.


The following table provides information about contract fulfilment and costs to obtain contracts with customers:

Contract fulfilmentCosts to obtain contracts

2023202220232022

$M’s$M’s$M’s$M’s

Opening net book value6.95.44.03.5

Additions7. 85.73.13.1

Amortisation(5.4)(4.2)(3.0)(2.6)

Closing net book value9.36.94.14.0

Current5.33.62.32.1

Non-current4.03.31.81.9

NOTE 4 CONTRACT LIABILITIES

The Group enters into contracts with customers for the provision of software services over a contracted period. As stated in the

accounting policies, this revenue is recognised over time as the customer simultaneously receives and consumes the benefit

of the service. The Group has determined that the benefit of the services provided is consumed evenly over the period of the

contract, and thus the performance obligations are satisfied evenly over the period. Where the Group receives a portion of the

transaction price of a contract in advance, this is recognised as a contract liability and released over the contract period as the

Group satisfies its performance obligations.



20232022

$M’s$M’s

Opening balance11.96.6

Amounts deferred during the period16.910.4

Amount recognised in the statement of comprehensive income(9.4)(5.1)

19.411.9

Current 7. 45.7

Non-current12.06.2

NOTE 5 EXPENSES

20232022

Notes$M’s$M’s

Personnel expenses - net of capitalised employee

remuneration

657. 545.2

Administrative and other operating expenses41.124.3

SaaS platform costs26.015.3

Directors fees0.80.5

Acquisition-related expenses-3.6

Integration-related expenses3.44.0

Auditor's remuneration - KPMG0.50.6

Other assurance services - KPMG0.10.1

Tax compliance and advisory services - KPMG0.30.3

Total operating expenses129.793.9

Other assurance services include half year review and procedures over RDTI claim and NZTA reasonable assurance.


During the year the costs expensed for Research and Development (including integration) was $37.2M (31 March 2022:

$8.0M).

The integration related expenses include internal staff time.

NO

TE 6 PERSONNEL EXPENSES

20232022

$M’s$M’s

Salaries and wages - excluding capitalised commission costs74 .153.7

Annual leave(1.1)0.8

Performance bonus1.40.8

Share-based payments0.12.0

Salaries and wages capitalised to development and software assets(17.0)(12.1)

57. 545.2

NOTE 2 REVENUE

(CONTINUED)NOTE 4 CONTRACT LIABILITIES (CONTINUED)

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EROAD 2023 ANNUAL REPORT

PAGE 66

NOTES TO FINANCIAL STATEMENTS |

WORKING CAPITAL

This section provides information about the primary elements of the Group’s working capital. This section includes the

following notes:

NOTE 7 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PAYABLES TO TRANSPORT AGENCIES

NOTE 8 TRADE AND OTHER RECEIVABLES

NOTE 9 TRADE PAYABLES AND ACCRUALS

NO

TE 7 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PAYABLES TO TRANSPORT AGENCIES

20232022

$M’s$M’s

Cash and cash equivalents8.113.9

Restricted bank accounts11.614.7

19.728.6

Cash and cash equivalents exclude restricted bank accounts. Restricted bank accounts are presented separately from cash

and cash equivalents on the face of the Statement of Financial Position and movements in restricted bank accounts are

excluded from the Statement of Cash Flows. The restricted bank accounts relate to Road Users tax collected from clients due

for payment to the appropriate government agency.

Payables to transport agencies(11.9)(15.0)

NOTE 8 TRADE AND OTHER RECEIVABLES

20232022

$M’s$M’s

Trade receivables22.519.4

Allowance for expected credit losses on trade receivables(3.5)(3.2)

19.016.2

Prepayments and other receivables15.411.0

34.42 7. 2

In addition to the movement in the expected credit losses, the Group has written off $1.7M (2022: $0.8M) of bad debts to the

statement of comprehensive income.


Trade receivables are amounts due from customers for products sold and services provided. Trade receivables are recognised

initially at their transaction price and subsequently measured at the amount to be collected. Due to the short term nature of

these debtors, their carrying value is assumed to approximate fair value.

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through

profit or loss. The Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in

credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established

a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the

debtors and the economic environment. That is, to measure the expected credit losses, trade receivables have been grouped

based on customer industry risk characteristics and the days past due. The expected loss rates are based on recent payment

profiles, historical customer behaviour, age of debt and individual customer circumstances.


NOTE 9 TRADE PAYABLES AND ACCRUALS

2023Restated 2022

$M’s$M’s

Trade payables7. 611.6

Tax payable2.60.8

Sundry accruals12.86.4

Contingent consideration liability-18.5

23.03 7. 3

Trade payables are carried at amortised cost. Due to their short-term nature, they are not discounted.

The contingent consideration liability payable in relation to the acquisition of Coretex Limited and its subsidiaries was settled

on 23 December 2022. Refer to note 23 for further details.

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EROAD 2023 ANNUAL REPORT

PAGE 68

NOTES TO FINANCIAL STATEMENTS |

LONG-TERM ASSETS

This section provides information about the investment the Group has made in long-term assets to operate the business.

This section includes the following notes:

NOTE 10 PROPERTY, PLANT AND EQUIPMENT

NOTE 11 INTANGIBLE ASSETS

NO

TE 12 LEASES AS LESSEE

NOTE 10 PROPERTY, PLANT AND EQUIPMENT

Right of

use assets

Hardware

assets

Plant and

equipment

Leasehold

improvements

Motor

vehicles

Office

equipment

ComputersTotal

$M’s$M's$M's$M's$M's$M's$M's$M's

YEAR ENDED 31 MARCH 2023


Opening net book

amount

4.554.10.11.20.30.60.961.7

Additions3.131.40.10.70.10.20.636.2

Disposals-(7.9)-(0.6)(0.5)--(9.0)

Depreciation charge(1.9)(14.0)(0.1)(0.3)(0.1)(0.2)(0.6)(17.2)

Depreciation

recovered

-2.4-0.60.4--3.4

Effect of movement

in exchange rates

-2.7-----2.7

Closing net book

amount

5.768.70.11.60.20.60.977.8

AT 31 MARCH 2023

Cost9.8106.10.83.10.82.04.9127.5

Accumulated

depreciation

(4.1)(37.4)(0.7)(1.5)(0.6)(1.4)(4.0)(49.7)

Net book amount5.768.70.11.60.20.60.977.8

Right of

use assets

Hardware

assets

Plant and

equipment

Leasehold

improvements

Motor

vehicles

Office

equipment

ComputersTotal

$M's$M’s$M’s$M’s$M’s$M’s$M’s$M’s

YEAR ENDED 31 MARCH 2022


Opening net book

amount

4.128.00.21.30.40.30.434.7

Acquisition

through business

combinations

1.37. 5-0.2-0.10.19.2

Additions0.424.1---0.30.825.6

Disposals----(0.1)--(0.1)

Depreciation charge(1.3)(8.1)(0.1)(0.3)(0.1)(0.1)(0.4)(10.4)

Depreciation

recovered

-3.3--0.1--3.4

Effect of movement

in exchange rates

-(0.7)-----(0.7)

Closing net book

amount

4.554.10.11.20.30.60.961.7

Cost8.576.30.72.91.11.84.395.6

Accumulated

depreciation

(4.0)(22.2)(0.6)(1.7)(0.8)(1.2)(3.4)(33.9)

Net book amount4.554.10.11.20.30.60.961.7

Included in the Hardware Assets is equipment under construction to be leased or sold of $27.8M (2022: $23.8M). Due to the

majority of the equipment under construction being ultimately sold under contract and forming part of hardware assets on the

Group’s fixed asset register it has been accordingly classified under hardware assets.

Items of plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Cost includes the

purchase consideration, and those costs directly attributable to bringing the asset to the location and condition necessary for

its intended use. Where an item of plant and equipment is disposed of, the gain or loss recognised in the statement of compre-

hensive income is calculated as the difference between the net sales price and the carrying amount of the asset.


The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any

lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to

restore the underlying asset or the site on which it is located, less any lease incentives received.

Subsequen

t costs

The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such

an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the

Group and the cost of the item can be measured reliably. All other costs are recognised in the statement of comprehensive

income as an expense in the period they are incurred.

Impairment

Property plant and equipment is tested for impairment when there are indicators of impairment. It is not possible to identify

separately identifiable cash flows for property, plant and equipment as hardware assets are sold together with various SaaS

services as a package. Property plant and equipment is allocated to the Group’s CGU’s as described in note 1 for the purposes

of impairment testing.

NOTE 10 PROPERTY, PLANT AND EQUIPMENT

(CONTINUED)

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NOTES TO FINANCIAL STATEMENTS |

Depreciation

Depreciation begins when the asset is in the location and condition necessary for it to be capable of operating in the manner

intended by management.


The following rates have been used on a straight line basis:

Leasehold improvements 3 to 9 years

Hardware assets 3 to 6 years

Plant and equipment 3 to 11 years

Computer/Office equipment 1 to 5 years

Motor vehicles 3 to 5 years

Right of use assets 3 to 9 years

T

he above rates reflect the estimated useful lives of the respected categories. Consideration was given to how long assets can

be deployed and any expected network changes. Leasehold improvements are depreciated over the contracted lease term.

NOTE 11 INTANGIBLE ASSETS

DevelopmentSoftwareGoodwillBrand

Customer

relationships

Patents,

trademarks and

other rights

Total

$M’s$M’s$M’s$M’s$M’s$M’s$M’s

YEAR ENDED 31 MARCH 2023


Restated opening net book

amount

88.33.9108.13.128.0-231.4

Additions25.52.6---0.128.2

Disposals-------

Effect of movement in foreign

exchange rate

0.2---0.2-0.4

Amortisation charge(13.6)(0.7)-(0.7)(2.9)-(17.9)

Closing net book amount100.45.8108.12.425.30.1242.1

AT 31 MARCH 2023

Cost154.612.1108.13.328.80.13 07. 0

Accumulated amortisation(54.2)(6.3)-(0.9)(3.5)-(64.9)

Net book amount100.45.8108.12.425.30.1242.1

DevelopmentSoftwareGoodwillBrand

Customer

relationships

Patents,

trademarks and

other rights

Total

$M’s$M’s$M’s$M’s$M’s$M’s$M’s

RESTATED YEAR ENDED 31 MARCH 2022


Opening net book amount36.93.7----40.6

Restated business

combination acquisition

37. 2-108.13.328.7-177.3

Additions23.71.2----24.9

Disposals-(0.1)----(0.1)

Effect of movement in foreign

exchange rate

(0.2)---(0.1)-(0.3)

Amortisation charge(9.3)(0.9)-(0.2)(0.6)-(11.0)

Restated closing net book

amount

88.33.9108.13.128.0-231.4

Cost128.99.5108.13.328.6-278.4

Accumulated amortisation(40.6)(5.6)-(0.2)(0.6)-(47.0)

Restated net book amount88.33.9108.13.128.0-231.4

The useful lives of the Group’s Intangible Assets are assessed to be finite except for goodwill. Assets with finite lives are amor-

tised over their useful lives and tested for impairment whenever there are indications that the assets may be impaired.



Research and Development

Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is

recognised in the statement of comprehensive income when incurred.

Development activities involve a plan or design for the production of new or substantially improved products and

processes. Development expenditure is capitalised only if development costs can be measured reliably, the product or

process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has

sufficient resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of

materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other

development expenditure is recognised in the statement of comprehensive income when incurred. There is judgement

involved in relation to whether a project meets the capitalisation criteria, and whether the expenditure can be directly

attributable to the respective project.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment

losses.

Other intangible assets


Other in

tangible assets, including customer relationships, brand, patents and trademarks, that are acquired by the Group

and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.

Subsequent expenditure


Subsequen

t expenditure is capitalised when it increases the future economic benefits embodied in the specific asset to

which relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in the

statement of comprehensive income when incurred.


NOTE 10 PROPERTY, PLANT AND EQUIPMENT

(CONTINUED)NOTE 11 INTANGIBLE ASSETS (CONTINUED)

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PAGE 72

NOTES TO FINANCIAL STATEMENTS |

Amortisation

Patents 10 to 20 years

Development Hardware & Platform 7 to 15 years

Development Products 5 to 10 years

Software 5 to 7 years

Customer relationships 15 years

Brand 5 years

Impairment

The acquisition of Coretex during the previous financial year, meant goodwill was recognised for the excess between the

fair value consideration paid and the fair value of the net assets acquired. Net assets acquired included finite life

intangibles assets such as customer relationships, brands, software and development assets. The goodwill and finite life

intangibles were then allocated to the cash generating units of the business with the assistance of external specialists.

When goodwill is acquired in a business combination, under the accounting standards, NZ IAS 36 requires an impairment

test to be completed annually (for cash-generating units in which goodwill has been allocated) irrespective of whether

there is any indication of impairment. An impairment test is also required when there is an indicator of impairment

identified each reporting period. Refer to note 1 for the allocation of goodwill, property plant and equipment and other finite

life intangible assets to cash generating units (CGUs). The CGU‘s are considered the lowest level for which there are

separately identifiable cashflows. Corporate costs attributable to the CGUs are allocated to the respective CGUs as part of

impairment testing. Unallocated corporate costs and assets are also tested for impairment using a top down approach.

Impairment testing of CGU’s

To complete the annual impairment testing management assessed the recoverable amount of each of the cash-generating

units (“CGU”) of which goodwill, property plant and equipment (refer note 10) and finite life intangible assets have been

allocated by reference to its value in use (“VIU”) determined using a discounted cash flows model. The recoverable

amounts of the CGU were estimated based on the following significant assumptions:


Amount the VIU

exceeds the

carrying value

Connected unit

CAGR

ARPU

CAGR

WACC

$M’s

New Zealand166.04.0%(0.70)%12.25%

North America34.317.11%(2.50)%12.25%

Australia7. 725.07%(1.90)%12.25%

The inputs used for the growth in connected units and ARPU in the CGUs reflect past experience and the forecast

performance of the group.

-T

erminal growth rate of 1.5% applied to 2028 and thereafter

Sensitivity analysis was undertaken which concluded that New Zealand results are not particularly sensitive to changes in

the underlying assumptions. Australia and North America are sensitive to the achievement of forecast unit growth, ARPU

and changes in the discount rate.

The Group applied judgment in determining reasonably possible changes in the key assumptions in the value in use models.

Results of the sensitivity analysis as follows:


Input required for the VIU to equate to the carrying value

Connected unit

CAGR

ARPU

CAGR

WACC

New ZealandNot sensitiveNot sensitiveNot sensitive

North America15.01%(3.86)%13.73%

Australia21.99%(3.59)%13.78%

The Group concluded that the recoverable amount of each of the CGU were higher than their respective carrying values

and therefore no impairment was considered necessary at 31 March 2023.

NOTE 12 LEASES AS LESSEE

20232022

$M’s$M’s

Maturity analysis - contractual undiscounted cash flows

Less than one year2.02.1

One to five years5.53.8

More than five years1.3-

Total undiscounted lease liabilities8.85.9

Current 1.71.4

Non-current5.84.3

Lease liabilities included in the statement of financial position7. 55.7

Amounts recognised in Statement of Comprehensive Income

20232022

$M’s$M’s

Interest expense on lease liabilities0.30.3

Depreciation on right of use assets1.91.3

Amounts recognised in Statement of Cash Flows

20232022

$M’s$M’s

Total cash outflow for leases(1.3)(1.6)

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental

borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.


NOTE 11 INTANGIBLE ASSETS

(CONTINUED)NOTE 11 INTANGIBLE ASSETS (CONTINUED)

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EROAD 2023 ANNUAL REPORT

PAGE 74

NOTES TO FINANCIAL STATEMENTS |

Lease payments included in the measurement of the lease liability comprise the following:


-fix

ed payments, including in-substance fixed payments;

-variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the

commencement date;

-amoun

ts expected to be payable under a residual guarantee;

-the exercise priced under a purchase option that the Group is reasonably certain to exercise;

-lease pa

yments in an optional renewal period if the Group is reasonably certain to exercise an extension option; and

-penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

T

he lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change

in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount

expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a

purchase, extension or termination option.


W

hen the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-

use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

DEBT AND EQUITY

This section outlines the Group’s capital structure and the related financing costs. This section includes the following notes:

NOTE 13 BORROWINGS

NOTE 14 FINANCE INCOME AND FINANCE EXPENSES

NOTE 15 EQUITY

NOTE 16 SHARE-BASED PAYMENTS

NOTE 13 BORROWINGS

2023Restated 2022

$M’s$M’s

Current borrowings

Bank overdraft1.4-

1.4-

Non-current borrowings

Term loans 30.030.0

Revolving credit facility39.70.7

Capex facility-2.0

Capitalised borrowings costs(0.5)(0.6)

69.232.1

Terms and debt repayment schedule

2023202320222022

Nominal

Interest

Year of

Maturity

Face

Value

$M’s

Carrying

amount

$M’s

Face

Value

$M’s

Carrying

amount

$M’s

Term Loans6.02%202530.030.030.030.0

Capex facility/bank overdraft6.02%20251.41.42.02.0

Revolving credit facility6.02%202539.739.70.70.7

Capitalised borrowing costs-(0.5)-(0.6)

71.170.632.732.1

The above nominal interest rate represents the weighted average rate of the entire facility.

The Group has a syndicated debt facility with the Bank of New Zealand (BNZ) and the Australia and New Zealand Banking

Group (ANZ). At 31 March 2023, EROAD had the following facilities in place:


$30.0M (NZD) Term Loan Facility A – to refinance debt from the prior financial year. The Term Loan has a term of 36 months

from the March 2022 refinance date, with the facility having a maturity date in March 2025. The interest rate is variable with

reference to a base rate (BKBM bid rate) for the selected interest period plus a margin of 2.95%. EROAD may select an interest

period of 1,2,3 or 6 months. This is an interest only term facility with full repayment on the termination date.


NOTE 12 LEASES AS LESSEE

(CONTINUED)

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EROAD 2023 ANNUAL REPORT

PAGE 76

NOTES TO FINANCIAL STATEMENTS |

$55.0M (NZD) Revolving Credit Facility B – for general corporate purposes. The Revolving Credit Facility has a term of 36

months from the March 2022 refinance date with a periodic roll over feature at the end of each interest period (90 days) that

is subject to continued compliance with the terms of the loan agreement, with the facility having a maturity date in March

2025. Funds may be drawn in NZ Dollars, AU Dollars, or US Dollars. The interest rate is variable with reference to the base rate

(BKBM bid rate for NZ Dollar drawings, BBSY bid rate for AU Dollar drawings, and US Federal Open Market Committee short-

term interest rate target for US Dollar drawings) for the selected interest period plus a margin of 1.5%. EROAD may select an

interest period of 1,2,3 or 6 months. In addition, a Commitment Fee of 1.45% per annum is payable on the committed balance

of the facility quarterly in arrears. The full outstanding balance is payable on the termination date.


$

5.0M Capex /overdraft facility– In the current year the CAPEX facility has been replaced by an overdraft facility. This is

an on demand facility with the interest rate to be agreed between the lender and borrower at the time of borrowing plus

a margin of 1.5%. In addition, a Commitment Fee of 1.45% per annum is payable on the committed balance of the facility

quarterly in arrears. The full outstanding balance is payable on the termination date.

EROAD’s operating covenants to support the above facilities include Interest Cover Ratio, Leverage Ratio and Obligor

Assets to Group Assets. EROAD was compliant with all covenants during the period and at 31 March 2023.


T

he security package for the Multi-Option Credit Facility Agreement includes an all obligations cross-guarantee granted by

EROAD Financial Services Limited, EROAD Australia Pty Limited, EROAD Inc, Coretex Limited, Imarda Pty Limited, Coretex

Australia Pty Limited, Coretex NZ Limited, and Coretex USA Inc in favour of the BNZ (in its capacity of Security Trustee for

the banking syndicate). In respect of the obligations of EROAD Limited, and a General Security Agreements granted by

EROAD Limited, EROAD Financial Services Limited, EROAD Inc, EROAD Australia Pty Limited, Coretex Limited, Imarda Pty

Limited, Coretex Australia Pty Limited, Coretex NZ Limited, and Coretex USA Inc in favour of the BNZ (in its capacity of

Security Trustee for the banking syndicate).


Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are

capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they

are incurred.


NO

TE 14 FINANCE INCOME AND FINANCE EXPENSES

20232022

$M’s$M’s

Finance expenses

In

terest expense(4.6)(2.4)

Interest expense - lease liabilities(0.3)(0.3)

Interest expense - contract liabilities(0.9)(0.2)

Unwinding of interest for contingent consideration(0.8)(0.4)

Foreign exchange losses(0.5)-

Total finance expenses(7.1)(3.3)

Finance income


Interest income0.30.1

NOTE 15 EQUITY

Paid up capital


All issued shares are fully paid up and have equal voting rights and share equally in dividends and surplus on winding up.


Number of

ordinary shares

Issue price

$

Issued Capital

$

1 APRIL 2022110,338,787293.3

Shares issued to employees456,6253.131.4

Shares issued in December 2022 relating to settlement

of the contingent consideration

1,833,0006.0011.0

31 MARCH 2023112,628,412305.7

At 31 March 2023 there was 112,628,412 authorised and issued ordinary shares (31 March 2022: 110,338,787). 386,166 (31

March 2022: 417,306) shares are held in trust for employees in relation to the long-term incentive plan and are accounted

for as treasury stock.


The calculation of both basic and diluted loss/profit per share at 31 March 2023 was based on the loss attributable to

ordinary shareholders of $3.0M (2022: loss of $9.6M). The weighted number of ordinary shares on 31 March 2023 was

110,798,841 (2022: 95,572,631) for basic earnings per share and 111,108,924 for diluted earnings per share (2022: 96,462,064).

Share capital premium/discount

This account is for the difference between the issued share price and the trading share price (or fair value share price) on

date of issue and includes contingent consideration portion classified as equity related to the acquisition of Coretex.

2023

$M’s

Opening balance - 1 April 20226.5

Contingent Shares issued9.7

Contingent shares forfeited3.7

19.9

Other components of equity include:


Translation reserve - comprises foreign currency translation differences arising from the translation of financial

statements of the Group’s foreign subsidiaries into New Zealand dollars.

• Hedging reserve - the hedging reserve is used to record gains or losses on instruments used as cash flow hedges. The

amounts are recognised in profit and loss when the hedged transaction affects profit and loss.



R

etained earnings - includes all current and prior period retained profits and losses and share-based employee

remuneration.



NOTE 13 BORROWINGS

(CONTINUED)

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EROAD 2023 ANNUAL REPORT

PAGE 78

NOTES TO FINANCIAL STATEMENTS |

NOTE 16 SHARE-BASED PAYMENTS

At 31 March 2023, the Group had the following share-based payment arrangements.

FY2

0 Performance Share Rights

Under the FY20 long term Incentive (LTI), 56,949 performance share rights (PSRs) remain outstanding as at 31 March 2023.

PSRs were issued (for nil consideration) to participants which convert to shares (for nil consideration) if targets are met.

PSRs do not entitle the holder to receive dividends or other distributions, or vote in respect of EROAD Limited ordinary

shares, although under the terms of the plan an additional number of shares will be issued on conversion of fully vested

PSRs to reflect dividends paid to EROAD Limited shares prior to exercise. On becoming exercisable, each PSR entitles the

holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the

performance hurdles, ranking equally with all other EROAD Limited ordinary shares.

For the FY20 LTI plan, the award is linked to growth in EROAD’s total contracted units (TCUs) between 1 April 2019 and

31 March 2022. Participants bear the tax liability of the LTI plan. The Board retains discretion over the final outcome of

PSR payments, to allow appropriate adjustments where unanticipated circumstances may impact performance over the

measurement period.


FY22 Performance Share Rights

Under the FY22 Long Term Incentive (LTI) plan, 145,671 performance share rights (PSRs) were issued (for nil consideration)

to participants which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive

dividends or other distributions, or vote in respect of EROAD Limited ordinary shares, although under the terms of the

plan an additional number of shares will be issued on conversion of fully vested PSRs to reflect dividends paid to EROAD

Limited shares prior to exercise. On becoming exercisable, each PSR entitles the holder to one fully paid ordinary EROAD

Limited share, subject to adjustment in accordance with the plan rules and the performance hurdles, ranking equally with

all other EROAD Limited ordinary shares.


F

or the FY22 LTI plan, the award is linked to the participant completing remaining employed for two years following the

completion date.

FY2

3 Performance Share Rights

Under the FY23 Long Term Incentive (LTI) plan, 467,651 performance share rights (PSRs) were issued (for nil

consideration) to participants which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the

holder to receive dividends or other distributions, or vote in respect of EROAD Limited ordinary shares, although under the

terms of the plan an additional number of shares will be issued on conversion of fully vested PSRs to reflect dividends paid

to EROAD Limited shareholders prior to exercise. On becoming exercisable, each PSR entitles the holder to one fully paid

ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the performance hurdles,

ranking equally with all other EROAD Limited ordinary shares.

The FY23 LTI Plan had a vesting date of 31 March 2023 and ultimately vested on 06 April 2023. 290,672 PSRs vested

with the remaining balance having lapsed due to performance criteria not being met.

FY23 Performance Share Rights

Under the FY23 Long Term Incentive (LTI) plan, 403,691 performance share rights (PSRs) were issued (for nil

consideration) to participants which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the

holder to receive dividends or other distributions, or vote in respect of EROAD Limited ordinary shares, although under the

terms of the plan an additional number of shares will be issued on conversion of fully vested PSRs to reflect dividends paid

to EROAD Limited shareholders prior to exercise. On becoming exercisable, each PSR entitles the holder to one fully paid

ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the performance hurdles,

ranking equally with all other EROAD Limited ordinary shares.

For the FY23 LTI plan, the award is linked to the participant remaining employed by EROAD on the vesting date of

30th May 2024.

NOTE 16 SHARE-BASED PAYMENTS

(CONTINUED)

FY23 Performance Share Rights

Under the FY23 Long Term Incentive (LTI) plan, 70,000 performance share rights (PSRs) were issued (for nil

consideration) to participants which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the

holder to receive dividends or other distributions, or vote in respect of EROAD Limited ordinary shares, although under the

terms of the plan an additional number of shares will be issued on conversion of fully vested PSRs to reflect dividends paid

to EROAD Limited shareholders prior to exercise. On becoming exercisable, each PSR entitles the holder to one fully paid

ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the performance hurdles,

ranking equally with all other EROAD Limited ordinary shares.

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EROAD 2023 ANNUAL REPORT

PAGE 80

NOTES TO FINANCIAL STATEMENTS |

For the FY23 LTI plan, the award is linked to the participant remaining employed by Eroad on the vesting date of

30th September 2023.


Grant date/employees entitledShares grantedVesting conditions

Shares granted to key management personnel

OCT 21JUL 22OCT 22DEC 22

FY23 Performance Share Rights-52,11988,983-• 1 year service from grant date

Performance Shares Rights granted to other employees

FY22 P

erformance Share Rights145,671---•

T

he award is linked to remaining employed for 2 years following the completion date

FY23 Performance Share Rights-326,549--•

1 y

ear service from grant date

FY23 Performance Share Rights--70,000-•

T

he award is linked to the participant remaining employed by EROAD on the vesting date of 30 September 2023

FY23 Performance Share Rights---403,691


P

articipants bear the tax liability of the PSR plan. The Board retains discretion over the final outcome of PSR payments,

to allow appropriate adjustments where unanticipated circumstances may impact performance over the measurement

period.


T

he award is linked to the participant remaining employed by EROAD on the vesting date of 30 May 2024

145,671378,668158,983403,691

NOTE 16 SHARE-BASED PAYMENTS

(CONTINUED)

The number of shares granted and forfeited during the period were as follows:

EROAD Performance Share Rights 20232022

Outstanding at 1 April673,488596,186

Granted during the period-150,808

Forfeited during the period(215,414)(73,506)

Vested during the period(401,125)-

Outstanding at 31 March56,949673,488

EROAD Performance Share Rights - granted Oct 21 20232022

Outstanding at 1 April145,674-

Granted during the period-145,674

Forfeited during the period(18,333)-

Vested during the period--

Outstanding at 31 March127,338145,674

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EROAD 2023 ANNUAL REPORT

PAGE 82

NOTES TO FINANCIAL STATEMENTS |

EROAD Performance Share Rights - granted Jun 22 20232022

Outstanding at 1 April--

Granted during the period4 67, 6 5 1-

Forfeited during the period(176,979)-

Vested during the period--

Outstanding at 31 March290,672-

EROAD Performance Share Rights - granted Oct 22 20232022

Outstanding at 1 April--

Granted during the period70,000-

Forfeited during the period(10,500)-

Vested during the period--

Outstanding at 31 March59,500-

EROAD Performance Share Rights - granted Dec 22 20232022

Outstanding at 1 April--

Granted during the period403,691-

Forfeited during the period--

Vested during the period--

Outstanding at 31 March403,691-

During the year-ended 31 March 2023 an amount of $0.1M (2022: $2M) was recognised as an expense within the statement

of comprehensive income in relation to share-based payments for all share plans.

FINANCIAL RISK MANAGEMENT

This section outlines the key risk management activities undertaken to manage the Group’s exposure to financial risk. This

section includes the following notes:

NOTE 17 FINANCIAL RISK MANAGEMENT

NOTE 18 HEDGE ACCOUNTING

NOTE 19 FAIR VALUE MEASUREMENT

NOTE 17 FINANCIAL RISK MANAGEMENT

As a result of the Group’s operations and sources of finance, it is exposed to credit risk, liquidity risk and market risks which

include foreign currency risk, commodity price risk and interest rate risk. These risks are described below. The principles

under which these risks are managed are set out in policy documents approved by the Board. The policy documents

identify the risks and set out the Group’s objectives, policies and processes to measure, manage and report the risks. The

policies are reviewed periodically to reflect changes in financial markets and the Group’s businesses.


Categories of financial instruments

Financial

assets

All financial assets of the Group are classified at amortised cost except for hedging instruments that are recognised at fair value.

Financial liabilities

All financial liabilities of the Gr

oup are classified at amortised cost except for hedging instruments that are recognised at fair value.

The Group holds the following financial assets and liabilities, the table below shows their carrying amount and measurement basis.

20232022

Amortised

cost

Other

amortised

cost

FVTPLFair Value

hedging

instruments

Amortised

cost

Other

amortised

cost

FVTPLFair Value

hedging

instruments

$M’s$M’s$M’s$M’s$M’s$M’s$M’s$M’s

Financial assets

Cash and cash

equivalents

8.1---13.9---

Restricted bank

account

11.6---14.7---

Trade receivables22.5---19.4---

Derivative financial

assets

---0.2----

42.2--0.248.0---

Financial liabilities

Borrowings-70.6---32.1--

Employee

Entitlements

-3.7---4.6--

Lease liabilities-7. 5---5.7--

Trade and other

payables

-23.0---18.8--

Payables to transport

agencies

-11.9---15.0--

Interest rate swaps -

cash flow hedge

-------0.2

Contingent

consideration liability

------18.5-

-116.7---76.218.50.2

NOTE 16 SHARE-BASED PAYMENTS

(CONTINUED)

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PAGE 84

NOTES TO FINANCIAL STATEMENTS |

(a) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its

contractual obligations, and it arises principally from the Group’s trade receivables from customers in the normal course of

business and bank balances. The Group manages its exposure to credit risk.


The Group’s cash balances is held with a number of banks with the level of exposure to credit risk considered minimal with

low levels of cash held. Trade receivables balances are monitored on an ongoing basis. The Group’s exposure to credit

risk for trade receivables is influenced mainly by the individual characteristics of each customer. The creditworthiness

of a customer or counterparty is determined by a number of qualitative and quantitative factors. Qualitative factors

include external credit ratings (where available), payment history and strategic importance of customer or counterparty.

Quantitative factors include transaction size, net assets of customer or counterparty, and ratio analysis on liquidity, cash

flow and profitability. It is the Group’s policy that all customers who wish to trade on terms are subject to credit verification

on an ongoing basis with the intention of minimising bad debts. The nature of the Group’s trade receivables is represented

by regular turnover of product and billing of customers based on the Group’s contractual payment terms. In North America,

the Group requires that customers under a certain fleet size to purchase the hardware with an upfront payment regardless

of credit verification.


The carrying amount of the Group’s financial assets represents the maximum credit exposure as summarised below.

The aging of the Group’s trade receivables at the reporting date was as follows:

GrossAllowance for

doubtful debts

GrossAllowance for

doubtful debts

2023202320222022

$M’s$M’s$M’s$M’s

Not past due7. 50.28.00.1

Past due 1-30 days6.30.35.50.1

Past due 31-60 days2.20.11.00.1

Past due over 61 days6.52.94.92.9

22.53.519.43.2


b) Market risk

Mark

et risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates and interest rates,

will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management

is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

Interest rate risk

In

terest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in

market interest rates.

Changes in interest rates expose the Group to changes in the fair value of borrowings subject to fixed interest rates (fair

value risk), and changes in future interest payments on borrowings subject to floating interest rates (cash flow risk).

The Group is exposed to movements in interest rates on its interest-bearing borrowings.


T

he Group enters into interest rate swap agreements in order to provide an effective cash flow hedge against the variability

in floating interest rates. See note 18 for details of interest rate swap agreements.


T

o comply with the Group’s risk management policy, the hedge ratio is based on the interest rate swap notional amount to

hedge the same notional amount of bank loans. This results in a hedge ratio of 1:1. This is the same as used for actual risk

management purposes, and such a ratio is appropriate for the purposes of hedge accounting as it does not result in an

imbalance that would create hedge ineffectiveness.


In these hedge r

elationships the main sources of ineffectiveness are:

• a significant change in the credit risk of either party to the hedging relationship;

• where the hedge instrument has been transacted on a date different to the rate set date of the bank loan, interest rates

could differ; and

• differences in repricing dates between the swaps and the borrowings.

• Other than these sources, due to the alignment of the hedged risk in the hedged item and hedged instrument, hedge

ineffectiveness is not expected to arise.

Foreign exchange risk

Foreign exchange risk is the risk that the value of the Group’s assets, liabilities and financial performance will fluctuate due

to changes in foreign currency rates. The Group is exposed to currency risk on sales transactions that are denominated in

a currency other than the respective functional currencies of Group entities, primarily the US Dollar (USD) and Australian

Dollar (AUD). The Group is also exposed to currency risk on expense transactions that are denominated in a currency other

than the respective functional currencies of Group entities, primarily the US Dollar (USD), Australian Dollar and Euro (EUR).

The Group, may on occasion, enter into forward exchange contracts and foreign currency options to hedge the exposure to

foreign currency fluctuations on sales receipts and inventory purchases.


The Group reports in New Zealand dollars. Movements in foreign currency exchange rates affect reported financial

results, financial position and cash flows. Where practical, the Group attempts to reduce this risk by matching revenues

and expenditures, as well as assets and liabilities, by country and by currency. The Group at times will enter into forward

exchange contracts and foreign currency options to manage foreign exchange risk on the forecasted foreign currency

transactions (namely being the forecasted profits of the foreign currency subsidiaries). Refer to Note 18 for details on

foreign currency option agreements.


Foreign exchange rates applied against the New Zealand Dollar, at 31 March are as follows:

20232022

$M’s$M’s

AUD 10.940.93

USD 10.630.69


The Group’s exposure to foreign currency risk at the reporting date was as follows (all amounts are denominated in New

Zealand dollars):

20232022

AUDUSDAUDUSD

$M’s$M’s$M’s$M’s

Cash and cash equivalents1.12.70.75.8

Trade receivables3.110.61.310.3

Lease liabilities0.23.2-0.5

NOTE 17 FINANCIAL RISK MANAGEMENT

(CONTINUED)NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)

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NOTES TO FINANCIAL STATEMENTS |

Summarised sensitivity analysis

The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate and

foreign currency risk:


Foreign Currency RiskInterest Risk

-10%10%-10BPS+10BPS

ProfitEquityProfitEquityProfitEquityProfitEquity

$M’s$M’s$M’s$M’s$M’s$M’s$M’s$M’s

2023

Cash and cash equivalents(0.3)(0.3)0.30.3(0.1)(0.1)0.10.1

Trade receivables(1.0)(1.0)1.01.0----

Lease liabilities(0.2)(0.2)0.20.20.10.1(0.1)(0.1)

Total increase/ (decrease)(1.5)(1.5)1.51.5----

-10%10%-10BPS+10BPS

ProfitEquityProfitEquityProfitEquityProfitEquity

$M’s$M’s$M’s$M’s$M’s$M’s$M’s$M’s

2022

Cash and cash equivalents(0.5)(0.5)0.50.5(0.1)(0.1)0.10.1

Trade receivables(0.8)(0.8)0.80.8----

Lease liabilities----0.10.1(0.1)0.1

Interest rate swap-----(0.1)-0.3

Total increase/ (decrease)(1.3)(1.3)1.31.3-(0.1)-0.5

(c) Liquidity risk


Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they become due and

payable. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient

liquidity to meet its liabilities when they become due and payable, under both normal and stressed conditions, without

incurring unacceptable losses or risking damage to the Group’s reputation.


The Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days,

including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot

reasonably be predicted, such as natural disasters.

T

he following table details the Group’s contractual maturities of financial liabilities, including estimated interest payments

and excluding the impact of netting agreements, as at the reporting date. Refer to Note 13 for the maturity profile of the

Group’s borrowings. Also refer to note 12 for the maturity profile of Group’s Leases.

Notes

1 year

or less

1 to 5

years

Over

5 years

Total contractual

cash flows

Carrying

amount of

liabilities

$M's$M’s$M’s$M’s$M’s

31 March 2023

Non-derivative financial liabilities

Borrowings131.469.7-71.170.6

Employee Entitlements3.7--3.73.7

Trade and other payables920.4--20.420.4

Payable to transport agencies711.9--11.911.9

3 7. 469.7-1 07.1106.6

Derivative financial liabilities

Interest rate swaps-----

Total financial liabilities and

derivatives

-----

Notes

1 year

or less

1 to 5

years

Over

5 years

Total contractual

cash flows

Carrying

amount of

liabilities

$M's$M’s$M’s$M’s$M’s

Restated 31 March 2022

Non-derivative financial liabilities

Borrowings13-32.7-32.732.1

Employee Entitlements4.6--4.64.6

Trade and other payables936.5--36.536.5

Payable to transport agencies715.0--15.015.0

56.132.7-88.888.2

Derivative financial liabilities

Interest rate swaps0.2--0.2-

Total financial liabilities and

derivatives

0.2--0.2-

NOTE 17 FINANCIAL RISK MANAGEMENT

(CONTINUED)NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)

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EROAD 2023 ANNUAL REPORT

PAGE 88

NOTES TO FINANCIAL STATEMENTS |

NOTE 18 HEDGE ACCOUNTING

Derivatives are measured at fair value.

Interest rate swaps

The Group uses interest rate swaps to manage its risk associated with interest rate fluctuations. Interest rate swaps are

initially recognised at fair value on the date a contract is entered into and are subsequently measured at fair value on each

reporting date. The fair values of the interest rate swaps are determined based on cash flows discounted to present value

using current market interest rates.


Cash flow hedges

A

t 31 March 2023, the Group had no interest rate swaps in place.

T

he notional principal amounts and the period of expiry of the cash flow hedge interest rate swap contracts are as follows:

Nominal

amount of

the hedging

instrument

Carrying amount

- derivative

assets/

(liabilities)

Change in

value used for

calculating hedge

ineffectiveness

Hedging (gain) or

loss recognised

in other

comprehensive

income

Hedging

(gain) or loss

recognised

in income

statement

$M's$M’s$M’s$M’s$M’s

2022

Cash flow hedging


Ma

turity: 12 months10.0(0.2)-0.2-

Total10.0(0.2)-0.2-

There was no hedge ineffectiveness recognised in profit or loss during the year (31 March 2022: nil).

F

oreign currency options

T

he Group uses forward exchange contracts and foreign currency options to manage its risk associated with exchange

rate fluctuations. These are initially recognised at fair value on the date a contract is entered into and are subsequently

measured at fair value on each reporting date. The fair values of the forward exchange contracts and foreign currency

options is determined using quoted forward exchange rates at the reporting date and present value calculations.


C

ash flow hedges

T

he Group has entered into foreign currency collar options to manage its foreign currency risk in relation to its overseas

subsidiaries profits. These foreign currency collar options qualify for cash flow hedge accounting. When foreign currency

collar options meet the criteria for cash flow hedge accounting, the effective portion of the gain or loss on the hedging

instrument is recognised in other comprehensive income, while the ineffective portion is recognised in the income

statement. Amounts taken to reserves are transferred out of reserves and included in the measurement of the hedged

transaction when the forecast transaction occurs. When foreign currency collar options do not meet the criteria for cash

flow hedge accounting, all movements in fair value of the hedging instrument are recognised in the income statement.

Under the foreign currency collar option agreements that qualify for cash flow hedge accounting, the Group has a right to

buy at a cap and sell at a floor on the same notional amount of USD with the same expiration date.


A

t 31 March 2023, the Group had foreign currency collar option agreements in place with a total notional principal amount

of $9.8M USD (31 March 2022 nil). The Group applies a hedge ratio of 1:1. These foreign currency collar options limit the

Group’s exposure to foreign currency exposure within a certain range.

The fair value of these agreements at 31 March 2023 is a $0.2M net asset, comprised of $0.3M of swap liabilities and $0.5M

of swap assets (31 March 2022: nil). Of this, a liability of $0.3M is current (31 March 2022: nil). The agreements cover notional

amounts for terms of up to 1 year.

The notional principal amounts and the period of expiry of the cash flow hedge foreign currency collar option contracts are

as follows:

Maturity

(months)

Weighted

average rate

Nominal amount

of the hedging

instrument

Derivative

assets

Derivative

liabilities

$M’s USD$M’s$M’s

2023 Cash flow hedging

NZD:USD foreign currency collar options1-120.61249.80.2-

Total0.2-

There was no hedge ineffectiveness recognised in profit or loss during the year (31 March 2022: nil).


NO

TE 19 FAIR VALUE MEASUREMENT

The carrying amounts of the Groups financial assets and liabilities approximate their fair value due to their short maturity

periods or variable rate nature, with the exception of interest rate and foreign exchange derivatives and the contingent

consideration. All of the Group’s derivatives are in designated hedge relationships and are measured and recognised at

fair value. Refer to the Note 18 Hedge accounting for detail on how fair value is determined for the Group’s derivatives. The

contingent consideration liability is also measured and recognised at fair value. The valuation technique applied for valuing

the contingent consideration liability is described below.


T

he fair value hierarchy described below is used to provide an indication of the level of estimation or judgment required in

determining fair value.


L

evel 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) other

than quoted prices included within Level 1.


Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

NO

TE 18 HEDGE ACCOUNTING

(CONTINUED)

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PAGE 90

NOTES TO FINANCIAL STATEMENTS |

Financial assets

Carrying amountFair value

$M’s$M’s

31-MAR-23

Foreign currency options - cash flow hedgeLevel 20.20.2

0.20.2

Carrying amountFair value

$M’s$M’s

31-MAR-22--

Foreign currency options - cash flow hedgeLevel 2--

--

Financial liabilities



Carrying amountFair value

$M’s$M’s

31-MAR-23

Interest rate swaps - cash flow hedgeLevel 2--

--

Carrying amountFair value

$M’s$M’s

31-MAR-22--

Interest rate swaps - cash flow hedgeLevel 20.20.2

Contingent consideration liabilityLevel 318.518.5

18.718.7


TypeValuation techniqueSignificant unobservable

inputs

Inter-relationship between

significant unobservable inputs

and fair value measurement

Contingent

consideration

Discounted cash flows:

The valuation model

considers the present

value of the expected

future payments,

discounted using a risk-

adjusted discount rate

for the cash contingent

consideration.

-Expected cash flows

(31 March 2022:$14.2m).

-Risk-adjusted discount

rate (31 March 2022:

10.3%).

The estimated fair value would

increase (decrease) if:


the expected cash flows were

higher (lower); or

• the risk-adjusted discount rate

were lower (higher).

The estimated fair value would

increase (decrease) if:



T

he expected shares payable

were higher (lower); or

• The quoted Company equity

security price was higher

(lower).

Capital management


The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to

sustain future development of the business. The Board monitors the return on capital employed, which the Group defines

as reported EBIT (Earnings Before Interest and Tax) divided by capital employed.


NOTE 19 FAIR VALUE MEASUREMENT

(CONTINUED)NOTE 19 FAIR VALUE MEASUREMENT (CONTINUED)

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PAGE 92

NOTES TO FINANCIAL STATEMENTS |

OTHER

This section contains additional notes and disclosures that aid in understanding the Group’s position and performance but

do not form part of the primary sections. This section includes the following notes:

NOTE 20 INCOME TAX EXPENSE

NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES

NOTE 22 RELATED PARTY TRANSACTIONS

NOTE 23 ACQUISITION OF SUBSIDIARY UPDATE

NOTE 24 CAPITAL COMMITMENTS

NOTE 25 CONTINGENT LIABILITIES

NO

TE 26 NET TANGIBLE ASSETS PER SHARE

NOTE 27 EVENTS SUBSEQUENT TO BALANCE DATE

NOTE 20 INCOME TAX EXPENSE

20232022

$M’s$M’s

(a) Reconciliation of effective tax rate

L

oss before income tax(5.1)(10.4)

Income tax using the Company's domestic tax rate of 28% (1.4)(2.9)

Non-deductible expense/(non-assessable income)(2.5)2.3

Adjustment related to prior period(0.9)0.5

Utilisation of tax losses previously unrecognised(0.2)(1.3)

Current-year losses for which no deferred tax asset is recognised1.80.5

Effect of different tax rates of subsidiaries operating overseas(0.1)-

Change in tax rates1.2-

Income tax benefit(2.1)(0.9)

(b) Current tax expense


Current year1.8-

1.8-

(b) Deferred tax expense


Curr

ent year(4.2)(1.4)

Adjustments in respect of prior periods0.30.5

(3.9)(0.9)

Income tax benefit(2.1)(0.9)

At 31 March 2023 there were no imputation credits available to shareholders (2022: Nil)


NOTE 20 INCOME TAX EXPENSE

(CONTINUED)

Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to

the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted

or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. Current

tax payable also includes any tax liability arising from the declaration of dividends.


Def

erred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that

are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or

substantively enacted by the reporting date.


Def

erred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets,

and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities,

but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised

simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent

that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are

reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will

be realised.


NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES

2023Restated 2022

$M’s$M’s

Recognised deferred tax assets/(liabilities)

Deferred tax assets are attributable to the following:

Tax loss carry forward18.413.0

Property, plant and equipment (5.5)(3.9)

Intangibles(26.6)(23.9)

Provisions, accruals and other liabilities1.31.7

Equity-settled share-based payments0.20.7

Trade and other receivables including contract assets7. 45.5

Lease liability2.11.6

Total deferred tax (liability)/asset(2.7)(5.3)

The movement in temporary differences has been recognised in profit or loss. Deferred tax assets have been recognised at a

rates between 26% to 30% to reflect the tax rates applicable for our foreign subsidiaries.

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PAGE 94

NOTES TO FINANCIAL STATEMENTS |

Movement in temporary differences during the year:

Movements - Consolidated

Restated

Balance

2022

Recognised in

Profit or Loss

Under/(Over)

from prior

periods

Currency

Translations

Effective tax

rate change

Balance

2023

$M's$M's$M's$M’s$M’s$M's

Tax loss carry forward13.03.12.3--18.4

Property, plant and equipment(3.9)(0.9)(0.3)(0.1)(0.3)(5.5)

Intangibles(23.9)2.3(2.2)(1.4)(1.3)(26.6)

Provision, accruals and other

liabilities

1.7(1.0)0.5-0.11.3

Equity-settled share-based

payments

0.7(0.2)(0.2)--0.2

Trade and other receivables

including contracts assets

5.50.60.80.20.37. 4

Lease liability1.60.20.1--2.1

Total(5.3)4.20.9(1.3)(1.2)(2.7)

Movements - Consolidated

Restated

Balance

2021

Recognised in

Profit or Loss

Under/(Over)

from prior

periods

Acquired

in Business

combinations

Currency

Translations

Restated

Balance

2022

$M's$M's$M's$M’s$M’s$M's

Tax loss carry forward11.5(2.0)(0.2)3.7-13.0

Property, plant and equipment0.6(0.2)(4.0)(0.3)-(3.9)

Intangibles(5.9)0.5-(18.6)0.1(23.9)

Provision, accruals and other

liabilities

1.11.0(0.6)0.3(0.1)1.7

Equity-settled share-based

payments

0.40.3---0.7

Trade and other receivables

including contracts assets

(0.7)2.04.2--5.5

Lease liability1.3(0.2)0.10.30.11.6

Total8.31.4(0.5)(14.6)0.1(5.3)

During the year an exercise was performed to align prior period adjustments to the correct deferred tax categories, to ensure

consistency with the balance sheet/nature of the deferred tax balances.


T

he New Zealand EROAD tax group consists of EROAD Limited, EROAD New Zealand Limited and EROAD Financial Services

Limited. Losses incurred within this group are transferred within the group with no compensation being recognised. Deferred

tax assets have been recognised in respect of these items as based on the expected profitability of the New Zealand tax

group as it is considered that future taxable profit will be available for utilisation against the carried forward losses. Coretex

New Zealand Limited are currently not part of the tax group however it will be considered for inclusion in the New Zealand tax

group in the future.

Determining the extent to which losses will be utilised requires judgement. The Group has forecast expected utilisation of tax

losses. Key assumptions included total contracted units, revenue and expense forecasts in line with Group budget and three-

year forecast supported by a robust strategic and business planning process.


The results of the forecasting indicate that there will be sufficient profitability within the New Zealand tax group and Coretex

New Zealand to utilise the existing tax losses. Losses incurred in recent years have been the result of a large investment

creating the North American market. The Group expect to be able to report significant improvements in profitability over the

next three years as the business reaches a sufficiently large subscriber base to self-fund operating and corporate costs. Due to

the cumulative subscription nature of our business model as well as certain operating expenses that do not scale at the same

rate of unit and revenue growth, the business is expected to be able to achieve its forecast growth in profitability.


As at 31 March 2023 the Group has tax losses of $90.2M (2022: $67.5M) that are available indefinitely for offsetting against

future taxable profits of the entity in which they arose, subject to meeting the relevant tax rules. $25.5M (2022:$24.4M) of tax

losses are unrecognised due to lack of certainty of recovery.


NO

TE 22 RELATED PARTY TRANSACTIONS

The subsidiaries of the Company are:


Company

Country of Incorporation Principal activityOwnership interest

20232022

EROAD Financial Services LtdNew Zealand

Financing activities within

group

100%100%

EROAD LTI Trustee LimitedNew ZealandLTI Scheme Trustee100%100%

EROAD (Australia) Pty LimitedAustraliaTransport Technology & SaaS100%100%

EROAD IncUnited States of AmericaTransport Technology & SaaS100%100%

Coretex NZ LimitedNew ZealandTransport Technology & SaaS100%100%

Coretex Australia Pty LimitedAustraliaTransport Technology & SaaS100%100%

Coretex USA IncUnited States of AmericaTransport Technology & SaaS100%100%

Coretex Telematics LimitedCanadaTransport Technology & SaaS100%100%

Coretex LimitedNew ZealandTransport Technology & SaaS100%100%

Imarda Pty LimitedAustraliaNot Trading100%100%

Imarda Asia Pte LimitedSingaporeNot Trading100%100%

Coretex Telematics LimitedBritish ColumbiaNot Trading100%100%

International Telematics CorporationUnited States of AmericaNot Trading100%100%

International Telematics Holdings LimitedNew ZealandNot Trading100%100%

Other interests of the Company are:

Company

Country of Incorporation Principal activityOwnership interest

20232022

Beyond The Square Ventures LimitedNew ZealandNot Trading50%50%

NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES

(CONTINUED)NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)

EROAD 2023 ANNUAL REPORT
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PAGE 96 PAGE 97

NOTES TO FINANCIAL STATEMENTS |

Key management personnel compensation comprised:

20232022

$M’s$M’s

Short-term employee benefits2.33.4

Share-based payments0.81.0

3.14.4

(a) Loans to key management personnel


There have been no loans to management personnel.

(b) Other transactions with key management personnel

There were no other transactions with key management personnel during the period. From time to time, key management

personnel of the Group may purchase goods from the Group.

(c) Remuneration of Non-executive Directors

20232022

$M’s$M’s

Anthony Gibson0.110.11

Graham Stuart (Chair)0.150.15

Susan Paterson0.110.11

Barry Einsig0.160.15

Sara Gifford (appointed 31 March 2022)0.15-

Selwyn Pellett0.10-

0.780.52

No additional fees were paid to any Directors for consultancy work provided to the Company (2022: None paid).


(d) Remuneration of Executive Directors

20232022

$M’s$M’s

Salary and bonus-1.2

Share-based payments-0.3

-1.5

No additional fees were paid to an executive director for consultancy work provided to the Company (2022: $0.067M paid).

(e) Transactions with related parties


20232022

$M’s$M’s

Streamline Business NZ Limited0.80.2

Admin Army Limited (related party of Streamline Business NZ Limited)0.1-

Swaytech Limited0.1-

1.00.2

EROAD Group contracts with Swaytech Limited for marketing services and Streamline Business NZ Limited and Admin Army

for outsourcing work, the companies have a common director with EROAD.

NOTE 23 ACQUISITION OF SUBSIDIARY UPDATE

As r

eported in the 31 March 2022 financial statements, on 1 December 2021, the Group acquired 100% of the shares and

voting interests in Coretex Limited, a telematics vertical specialist provider delivering enterprise grade solutions. Refer to

the prior year financial statements for full details on the acquisition and the accounting applied at acquisition date.

On 1 December 2021, the consideration for the acquisition of all of the shares of Coretex Limited, was comprised of cash,

shares in EROAD Limited and a contingent amount of both cash and shares. The acquisition date fair value of the total

consideration transferred was $167.3 million made up of:


$M’s

Cash74 .4

Equity instruments (13,317,000 ordinary shares)66.5

Contingent consideration26.4

Total consideration paid or payable167.3

Identifiable assets acquired and liabilities assumed

The following table summarises the fair values of assets acquired and liabilities assumed at the date of acquisition (using

foreign exchange rates on the acquisition date):

$M’s

Property, plant and equipment9.2

Intangible assets69.2

Deferred tax assets4.3

Cash and cash equivalents2.0

Trade and other receivables7. 3

Trade payables and accruals(9.6)

Employment liabilities(2.7)

Lease liability(1.3)

Deferred tax liabilities(16.2)

Total identifiable net assets acquired62.2

At acquisition date the fair values of both income taxes payable and the deferred tax liability related to North America were

measured on a provisional basis. These provisional values have been finalised in this financial year with the change in the

values and their impact on the acquisition goodwill noted below. There were no measurement period adjustments made or

required to be made to any of the other acquisition fair values noted in the table above.


Provisional fair valueAdjustment madeRevised fair value

$M’s$M’s

Trade payables and accruals(9.6)(0.2)(9.8)

Deferred tax liabilities(16.2)(2.8)(19.0)

Consideration transferred1 67. 3-1 67. 3

Fair value of identifiable net assets62.2(3.0)59.2

Goodwill105.13.0108.1

Contingent consideration


As part of the ac

quisition the Group agreed to pay the selling shareholders in 12 months from transaction completion

additional consideration of $14.5 million in cash and a maximum of 2,683,000 of ordinary shares based on the satisfaction of

customer retention and platform suitability performance criteria. The contingent consideration was included in the transaction

as both an incentive and protection to the respective parties to the transaction.


NOTE 22 RELATED PARTY TRANSACTIONS

(CONTINUED)

EROAD 2023 ANNUAL REPORT
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CORPORATE GOVERNANCE REPORT |EROAD 2023 ANNUAL REPORT

PAGE 98 PAGE 99

NOTES TO FINANCIAL STATEMENTS |

Assuming all criteria were met, the maximum contingent consideration payable was $14.5 million in cash and 2,683,000 shares.

Contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration

that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted

for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent

changes in the fair value of the contingent consideration are recognised in profit or loss.


T

he Group included in its accounts, $26.4 million as contingent consideration, which represented its estimated fair value

at the date of acquisition. At 31 March 2022, the contingent consideration estimate had decreased by $0.9 million due to

remeasurement.


On 23 December 2022, the contingent consideration payable amount was agreed and settled with the vendors of Coretex. The

contingent consideration settlement comprised of $8.5 million in cash and the issue of 1,833,000 EROAD shares.

The settlement of the contingent consideration on 23 December 2022 meant the extinguishment of the contingent

consideration financial liability and recognition of $9.6 million of other income in the income statement of the Group. The

settlement of shares in the transaction also meant the transfer of $9.8 million from the share premium reserve to share capital

and a further $3.7 million from the share premium reserve to retained earnings for the shares recognised in equity no longer

payable and not forming part of the final settlement.


NOTE 24 CAPITAL COMMITMENTS

As a

t 31 March 2023 the Group had confirmed purchase orders open with its third party manufacturer of hardware units

amounting to $18.4M (2022: $20.7M).


NOTE 25 CONTINGENT LIABILITIES

As a

t 31 March 2023 there were no contingent liabilities (2022:$Nil).

NOTE 26 NET TANGIBLE ASSETS PER SHARE


2023Restated 2022

$M’s$M’s

Net assets (equity)248.8247. 7

Less Intangibles(242.1)(231.4)

Total net tangible assets6.716.3

Net tangible assets per share ($)0.060.15

The non-GAAP measure above is disclosed for consistency with the information disclosed in EROAD’s results announced

under the NZX listing rules.


27

EVENTS SUBSEQUENT TO BALANCE DATE

T

here were no events occurring subsequent to balance date which require adjustment to or disclosure in the

financial statements.

NOTE 23 ACQUISITION OF SUBSIDIARY UPDATE

(CONTINUED)

EROAD 2023 ANNUAL REPORT
PAGE 100 PAGE 101

CORPORATE GOVERNANCE REPORT |EROAD 2023 ANNUAL REPORT

PAGE 100 PAGE 101

INDEPENDENT REVIEW REPORT |




© 2023 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited

by guarantee. All rights reserved.



Independent Auditor’s Report

To the shareholders of EROAD Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the consolidated financial

statements of EROAD Limited (the ’company’) and

its subsidiaries (the 'group') on pages 49 to 98

present fairly, in all material respects:

i. the Group’s financial position as at 31 March

2023 and its financial performance and cash

flows for the year ended on that date;

in accordance with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards issued

by the New Zealand Accounting Standards Board.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 31 March 2023;

— the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

— notes, including a summary of significant

accounting policies.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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) issued by

the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Group in relation to tax compliance, tax advisory and other

assurance services. Subject to certain restrictions, partners and employees of our firm may also deal with the

Group on normal terms within the ordinary course of trading activities of the business of the Group. These

matters have not impaired our independence as auditor of the Group. The firm has no other relationship with, or

interest in, the Group.


Materiality


The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements

Independent

Auditor’s Report

EROAD 2023 ANNUAL REPORT
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CORPORATE GOVERNANCE REPORT |EROAD 2023 ANNUAL REPORT

PAGE 102 PAGE 103

INDEPENDENT REVIEW REPORT |








as a whole was set at $1.6 million determined with reference to a benchmark of Group’s revenue. We chose the

benchmark because, in our view, this is a key measure of the Group’s performance.


Key audit matters


Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the

purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express

discrete opinions on separate elements of the consolidated financial statements

The key audit matter How the matter was addressed in our audit

Revenue recognition

Refer to Note 2 of the consolidated financial

statements.

The Group’s contracts are accounted for as a

service contract and the associated revenues

are recognised over the contract term.

We focused on this area because the

accounting determination of whether or not the

contract contains a lease is a significant

judgement and the outcome has a significant

impact on the recognition of profit and loss and

the financial position.


We assessed the judgement in revenue recognition by

performing the following procedures:

— Obtaining Group’s customer contracts and trading terms

and evaluating whether management’s revenue

recognition assessment is appropriate and in accordance

with relevant financial reporting standards;

— Assessing whether the Group’s customer contract terms

and conditions meet the definition of service contracts to

be recognised over time;

— Reviewing any changes or new contractual terms and

conditions entered into with new customers during the

period to identify any potential impact on performance

obligations required to satisfy the contract;

— Testing the operating effectiveness of controls in relation

to customer billings;

— Selecting a sample of customer contracts to compare the

revenue recognised to the contractual terms;

— Checking a sample of customer invoices immediately

prior to and after year end to ensure revenue is

recognised in the correct period; and

— Challenging management’s assumptions used to

determine the recoverability of revenue and associated

debtor balances.

We did not identify any matters that indicated that the reported

revenue is materially misstated.

Capitalisation of Development costs

Refer to Note 11 of the consolidated financial

statements.

The Group has reported development assets

of $100.4 million (2022: $88.3 million). The

We assessed the judgements related to capitalised

expenditure by performing the following procedures:








The key audit matter How the matter was addressed in our audit

establishment of the development asset

requires significant judgement as to whether a

project meets the capitalisation criteria, and

which expenditure is directly attributable to the

development of such projects.

In assessing whether a project meets the

capitalisation criteria we consider its technical

and economic feasibility, intention and ability to

develop, use or sell the asset. Roles of

employees and the nature of overhead costs

are considered in assessing whether they are

directly attributable to a qualifying project.

Projects that do not continue to meet the

capitalisation criteria are written off.

We focused on this area due to the quantum of

the development costs capitalised and

judgement involved.

— Understanding the nature and background of the activities

that are capitalised through inquiry of key management

personnel;

— Selecting a sample of projects ensuring they meet the

capitalisation criteria;

— Challenging whether costs capitalised during the year

were directly attributable to development projects; and

— Selecting a sample of timesheets and recalculating the

amount of internal costs capitalised based on the hours

which staff spent developing the asset.

We did not identify any factors that were materially

inconsistent with management’s overall conclusions.

Impairment of non-current assets

Refer to Note 11 of the consolidated financial

statements.

The non-current assets are allocated to three

cash generating units (‘CGUs’) representing

the three core markets the Group develops

and markets its products in (New Zealand,

Australia and North America).

Goodwill has been allocated to each of these

CGUs, and as a result the carrying value of

each CGU must be tested for impairment

annually.

The recoverable amounts of the CGUs, which

have been determined based on their value in

use, have been derived from discounted

forecast cash flow models. These models use

several key assumptions, including estimates

of future contracted units and average rate per

unit (‘ARPU’), operating costs, terminal value

growth rates and the weighted-average cost of

capital (discount rate) relevant to each market.

The impairment testing of non-current assets is

considered to be a key audit matter due to the

complexity of the accounting requirements and

the significant judgement required in

determining the assumptions used to estimate

the recoverability of these assets.

In addition to the above, the carrying amount of

the Group’s net assets as at 31 March 2023 of

$248.8 million exceeds its market capitalisation

We assessed management’s impairment testing of non-

current assets by performing the following procedures:

— Identifying the level at which non-current assets should be

tested for impairment and assessed the appropriateness

of the CGUs determined by the Group;

— Enquiring of the executive management to corroborate an

understanding of the Group’s products, markets and

strategic opportunities;

— Obtaining a value-in-use model for the CGUs and

assessing the methodology, underlying cash flows and

key assumptions made including:

- Using our corporate finance specialists to challenge

the reasonableness of the weighted average cost of

capital and terminal growth rates;

- Challenging management’s future cash flow

forecasts. This included comparing previous

forecasts to actual results and other relevant

supporting documentation to evidence the feasibility

of the forecasts and to assess the reliability of

historical forecasting;

— Challenging management’s forecasts by performing

sensitivity analysis of the forecast unit sales growth,

ARPU, and discount rates; and

— Evaluating the estimate of the recoverable amount of the

Group as a whole, including all corporate costs and

related corporate assets.

We did not identify any factors that were materially

inconsistent with management’s overall conclusions.

EROAD 2023 ANNUAL REPORT
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CORPORATE GOVERNANCE REPORT |EROAD 2023 ANNUAL REPORT

PAGE 104 PAGE 105

INDEPENDENT REVIEW REPORT |








The key audit matter How the matter was addressed in our audit

of $70.0m and is considered an indicator of

impairment.


Other information


The Directors, on behalf of the Group, are responsible for the other information included in the entity’s Annual

Report. Other information includes the Chairman’s and Chief Executive’s report, disclosures relating to corporate

governance and other statutory disclosures. Our opinion on the consolidated financial statements does not cover

any other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have noting to report in this regard.


Use of this independent auditor’s report


This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent 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 shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.


Responsibilities of the Directors for the consolidated

financial statements


The Directors, on behalf of the company, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards issued by the New Zealand

Accounting Standards Board;

— implementing necessary internal control to enable the preparation of a consolidated set of financial

statements that is free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations or have no realistic alternative but to do so.









Auditor’s responsibilities for the audit of the consolidated

financial statements

Our objective is:

— 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 independent 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 will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate ,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Aaron Woolsey.

For and on behalf of


KPMG

Auckland

24 May 2023


EROAD 2023 ANNUAL REPORT
PAGE 106 PAGE 107

CORPORATE GOVERNANCE REPORT |

Dear Shareholders,

I am pleased to present the Corporate Governance Statement for the year

ended 31 March 2023. In this Statement we describe how the Board goes

about governing EROAD, key actions and work-streams undertaken during

the year, our approach to the alignment of purpose, values, culture and

strategy, and our engagement with stakeholders.

We have also set goals for FY24, reflecting matters that are a priority to the

Board. These will be reflected in the work programme we undertake during

the new financial year.

EROAD‘s Corporate Governance Statement for FY23 is made in accordance

with the amended NZX Corporate Governance Code, dated 1 April 2023.

Corporate

Governance Report

Board focus in FY23

FY23 was a transformative year for EROAD. Considering

the challenging economic conditions, the Board conducted

a strategic review early in FY23 to identify where EROAD

could enhance its business operations. Based on this

review, the Board has implemented a number of changes,

and we believe the Company is now well-positioned to

achieve sustainable, profitable growth. With a revised

strategy and refreshed leadership team, we remain

committed to responsible governance to ensure we are

able to deliver on EROAD’s purpose.

Revised company strategy

During FY23 we devoted significant effort to reviewing

and revising EROAD’s strategy to ensure clear alignment

with our purpose. The Board and Executive Team remain

steadfast in their commitment to restoring shareholder

value, and we are confident that our revised strategy

provides a well-defined roadmap for success.

We continue to focus on enhancing our product market

fit and strengthening our enterprise capabilities in North

America. In March 2023, we held an Investor Day where we

disclosed EROAD’s desire to explore strategic partnership

opportunities to drive further growth in North America.

Goldman Sachs have been enlisted to help us identify

partners who can support us in accelerating our North

American growth strategy. We are aiming to identify

partnership opportunities that contribute a combination

of capital, expertise and additional market access to

drive EROAD’s continued expansion. We look forward to

updating you on the outcome of this initiative.

Executive team

Mark Heine (formerly EROAD’s General Counsel and

Company Secretary) was appointed as Acting Chief

Executive Officer, and, following a competitive process,

was later offered the position in a permanent capacity. The

Board is delighted to have Mark leading the EROAD team.

His leadership has inspired confidence throughout the

business and his knowledge and broader skillset will serve

EROAD well as we enter our next phase of growth.

During the year the Board also appointed Margaret

Warrington as permanent Chief Financial Officer following

her service in an acting capacity after the departure

of former CFO, Alex Ball. Having previously served the

Company as Group Financial Controller, Margaret has a

deep understanding of EROAD’s commercial drivers and is

committed to embedding a culture of profitable financial

growth. Margaret has played an active role in driving

EROAD’s revised strategic direction and is well placed to

lead EROAD’s corporate initiatives going forward.

EROAD 2023 ANNUAL REPORT
PAGE 108 PAGE 109

CORPORATE GOVERNANCE REPORT |

Board succession plan

During FY23 the Board officially welcomed Sara Gifford

to the EROAD Board. Based in North America, Sara

brings an excellent understanding of the needs of

enterprise customers. Sara also has extensive experience

in technology development, logistics and general insights

into the North American market.

In accordance with EROAD’s program of director

rotation, Tony Gibson advised the Board that he will not

stand for re-election as an Independent Director at the

upcoming FY23 Shareholders’ Meeting. Tony has served

on the Board since October 2009 and has held the role

of Chairman prior to the Company listing on the NZX.

Tony most recently chaired the Remuneration, Talent and

Nomination Committee and was also a member of the

Finance, Audit and Risk Committee. Tony’s dedication and

expertise has been invaluable to EROAD and we thank

him for his significant contribution to the Company.

The Board is consistently reviewing its composition to

ensure we have the right body to deliver sustainable

shareholder value. A search for an additional director has

commenced and we expect an appointment to be made

within the next six months. Board diversity and member

skillsets are our top priorities, and we look forward to

bringing a new director onto the team.

Compliance with the NZX Corporate

Governance Code Recommendations

The Board believes it has complied with the NZX

Corporate Governance Code, other than in respect of

Recommendation 8.5 relating to the timing of the provision

of our FY22 Notice of Meeting. Due to the inclusion of the

non-binding special resolution enabling shareholders to

vote on the adoption of EROAD’s Remuneration Report

in accordance with the Australian Corporations Act 2011,

we were required to have our FY22 Notice of Meeting

reviewed by NZ RegCo. The timing constraints around

this meant that we were unable to issue our Notice of

Meeting at least 20 business days before our FY22 Annual

Shareholders‘ Meeting. The FY22 Notice was instead issued

18 business days prior.

FY24 Goals

The goals for the Company in the coming year are clear;

we must implement and deliver on our refreshed strategy

to pave the way for profitable and sustainable growth.

Identifying partnership opportunities to accelerate our

North American growth strategy is a key initiative for

the coming financial year, as is the appointment of an

additional director. We are committed to achieving

successful outcomes and we are confident we have the

right people and technology in place to execute on our

strategic priorities.

The Board believes our governance practices are

robust and meet EROAD’s current requirements. We

have included a set of goals to be achieved in FY24

throughout this Statement and we look forward to

reporting on our progress.

Graham Stuart

Chairman

The Board of EROAD Limited (EROAD, the Company) is committed to

fulfilling our corporate governance obligations and responsibilities in

the best interests of EROAD and our stakeholders by ensuring that the

Company adheres to best practice governance principles and maintains

the highest ethical standards. The Board regularly reviews and assesses

EROAD’s governance framework and processes to ensure we are operating

in line with best practice.

This Statement provides an overview of EROAD’s FY23

governance framework and processes. It is structured

to follow the NZX Corporate Governance Code (NZX

Code), dated April 2023, and discloses the Company’s

practices for each of the NZX Code’s eight governance

principles. The Board’s view is that as at 31 March 2023,

EROAD has complied with the Code, except in respect

of Recommendation 8.5 relating to the timing of the

provision of our FY22 Notice of Meeting.

The Company complies with the corporate governance

requirements of the NZX Listing Rules (NZX Listing

Rules) and with our obligations as a foreign-exempt

issuer on the ASX (ASX Listing Rules). EROAD’s corporate

governance policies, practices and procedures can

be found on our website at http://www.eroadglobal.

com/global/investors/. The Investor website page is

updated as necessary and is used in this Statement as a

reference to the public website where the Company’s set

of governance documents are located. This Corporate

Governance Statement was approved by the Board on

23 May 2023.

EROAD’s principal activities

The Company develops and sells end-to-end hardware

enabled software as a service (SaaS) products for the

management of vehicle fleets in New Zealand, Australia

and North America. EROAD’s product offerings are

intended to:

a) support regulatory compliance including transportation

taxes, road user charging, fuel and vehicle registration;

b) improve record keeping of both mobile assets (vehicles)

and drivers (including fatigue related products);

c)

help reduce vehicle operating costs and carbon emissions

by improving fleet efficiency;

d) help improve and promote driver safety;

e) monitor refrigerated fleets and provide services to

construction and waste fleets; and

f)


tr

ack micro assets.

EROAD has undergone a period of significant growth

following the merger with Coretex in 2021. The Company

now offers a wider suite of products following the

Coretex merger and has significantly increased its global

addressable market.

PRINCIPLE 1: CODE OF ETHICAL BEHAVIOUR

Since the merger with Coretex, EROAD recognised the

need to evolve and adapt, to better cater to the needs of

customers and society as a whole. Consequently, we have

embraced a new purpose that embodies our commitment

to delivering dependable and trustworthy intelligence

that empowers our clients to make informed decisions,

that have a positive impact on the world. EROAD’s new

purpose is to deliver intelligence you can trust, for a better

world tomorrow. Delivering on our purpose will position

EROAD as an industry leader in the realm of data-driven

decision-making and sustainability. We believe that this

approach will differentiate us from competitors and enable

us to better serve our customers and stakeholders.

EROAD’s values are key to achieving our purpose and

remain unchanged in FY23. The Company’s s values are

set out below and reflect our commitment to delivering

the best outcomes for EROAD, our team, customers,

shareholders, and wider stakeholder group.

• We do what’s right;

• We play as a team;

• We learn & grow; and

• We get it done.

EROAD 2023 ANNUAL REPORT
PAGE 110 PAGE 111

CORPORATE GOVERNANCE REPORT |

The Company’s Code of Ethics provides guidance on the

behaviours that enable directors, employees, independent

contractors, and advisers of EROAD and our related

companies (“EROADers”) to align their conduct, actions,

and decisions with EROAD’s purpose and values.

Broadly, the behaviours will lead to all EROADers enjoying

an open, transparent, positive and high-performing

culture with the following attributes: full commitment

across the Company to the success of EROAD’s future;

constructive relationships being developed and maintained

in an open, professional and respectful manner; good

career development opportunities being provided within

EROAD; consultation on matters concerning EROADers

and the business; and everyone incorporating EROAD’s

values into their work to collectively achieve EROAD’s

purpose. The Code of Ethics also addresses, amongst

other things, confidentiality; conflicts of interest and

corporate opportunities; receipt of gifts and personal

benefits; expected conduct; whistleblowing; corruption;

reporting concerns regarding breaches of the Code, other

policies, and the law. Whilst there is no formal assessment

for corruption per se, EROAD has a range of Codes and

Policies that prohibit corrupt behaviours by employees.

As part of our commitment to upholding ethical practices

and maintaining the highest standards of corporate

governance, our company provides comprehensive

training on the Code of Ethics and other policies to all new

employees via our online learning platform. We are also

dedicated to ensuring that refresher training occurs at

least every three years to foster a culture of transparency,

accountability and integrity throughout our organisation.

We continue to enhance our commitment to ethical

business practice through our Code of Ethics refreshers

and mandatory training programmes.

Several other policies and documents are regarded as

being important in ensuring high ethical standards are

maintained. This includes EROAD’s Code of Conduct

which sets out EROAD’s purpose, values, and culture. Our

Code of Conduct sets further standards and expectations

for personal behaviour, workplace stress, responsibilities,

privacy matters and so on.

EROAD’s Market Disclosure Policy sets out the Company’s

commitment to the promotion of investor confidence by

ensuring that the trading of EROAD shares takes place

in an efficient, competitive and informed market. This

is supported by EROAD’s Securities Trading Policy. Our

Securities Trading Policy clearly sets out when Directors

and employees of EROAD may buy or sell the Company’s

shares, and the approvals that are required prior to

trading. The underlying principle of the Policy is that

EROAD is committed to ensuring our directors, officers,

employees and advisers do not trade EROAD shares

while in possession of inside information. An Interests

Register is kept in accordance with the requirements of the

Companies Act 1993 and the Financial Markets Conduct

Act 2013 to ensure all relevant transactions and matters

involving the Directors and Senior Managers are recorded.

EROAD’s Related Party Transactions Policy governs any

proposed or actual related party transactions.

The Company’s Whistle-blower Policy supplements the

Code of Ethics and Code of Conduct provisions regarding

reporting concerns by providing a clear pathway for

resolving any serious issue that may arise. This is in

accordance with the Protected Disclosures (Protection of

Whistleblowers) Act 2022 (New Zealand), Corporations

Act 2001 (Australia) and the Whistleblower Protection

Act of 1989 (United States). EROADers can raise critical

concerns with their manager or with any member of the

Executive Team. Any major concern will be passed up to

the Board where appropriate. In addition, EROAD provides

an independent Whistle-blower service should eligible

whistle-blowers not wish to raise a concern internally. This

service is managed by Deloitte and includes the option

to report a complaint via webform, email and/or toll-free

phone lines in each main area of operations. The webform

reporting option is a new offering for FY23 and is one

which the Board felt was most appropriate given it allows

for truly anonymous reporting to occur. Should any critical

concern be raised, the Board and management will work

with the appropriate parties to swiftly resolve the issue.

EROAD’s Modern Slavery Statement will be published

within our EROAD Sustainability Report and will be

available on our investor website page from the date the

FY23 Sustainability Report is published. Also contained

within our Sustainability Report will be information about

our Company’s Sustainability Policy. Our approach to

sustainability is integral to ensuring we remain ethical

across our business operations. We are fully committed to

our sustainability goals and work hard to advance wider

sustainability initiatives.

Our in-house legal team provides advice and assistance to

the business globally on how to comply with our various

legal obligations. Engagement with external legal counsel

is sought as and when required.

During the FY23 period, EROAD took additional steps to

fortify our ethical practices by implementing a supplier due

diligence process. This process ensures that our suppliers

are aware of our ethical and wider sustainability values, and

it also enables us to monitor their approach to conducting

business with integrity.

In FY24 our goals are to continue to strengthen our

supplier policies and procedures. We are delighted to

have appointed a new Chief Operations Officer to lead

this journey.

PRINCIPLE 2: BOARD COMPOSITION AND

PERFORMANCE

Responsibilities of the Board and executive

management

The business and affairs of EROAD are managed under the

direction of the Board of Directors. The role of the Board is

to approve the purpose, values and strategic direction of

the Company, to guide and monitor EROAD’s management

in accordance with the purpose, values and strategic plans,

and to oversee good governance practice. The Board

Charter sets out internal Board procedures and protocols,

including, amongst other things:

• appointment of a Chair;

• in consultation with the Chief Executive Officer (CEO),

providing strategic direction and approving EROAD’s

strategies and objectives;

• advancing major strategies for achieving EROAD’s

objectives;

• setting a risk appetite for the management of risks;

• determining the overall policy framework within which the

business of EROAD is conducted; and


monitoring management’s performance with respect to

these matters.

The Board has a statutory obligation to reserve

responsibility for certain matters and these are set out in

the Charter.

The Board also deals with issues relating to the

appointment or removal of the CEO, ensuring adequate

resources are available to management to run the business,

overseeing director appointments and reappointments,

approving financial and business plans, and considering

matters that are outside delegated authority levels. The

Board uses Committees to address certain issues that

require detailed consideration by members of the Board

who have specialist knowledge and experience.

The Board regularly reviews and assesses our governance

structures, policies, and procedures to ensure these are in

line with best practice and legal requirements. The Board

Charter was last updated in March 2023 to include Board

protocols. The inclusion of Board protocols provides clear

guidance on the role of the Board, how the Board should

conduct its meetings, the Chair’s role in leading the Board,

and the role of individual directors.

Management of the day-to-day operations and

responsibilities of EROAD together with delivery of the

strategic direction and goals is delegated to the Executive

Team under the leadership of the CEO. The Board holds

management accountable for the performance of our

delegated functions. In doing so the Board constructively

challenges management’s proposals and decisions and

seeks to instill a culture of accountability throughout the

Group. This is achieved by monitoring management’s

performance by receiving reports and plans, maintaining an

active programme of engagement with senior management

and through the Board’s annual work programme.

The Board is conscious of its ethical obligations and in

situations where there is a possibility of a perceived or

actual conflict of interest, any interested director must

abstain from participating in any related discussions,

unless otherwise permitted by the Board. EROAD’s Related

Parties Transactions Policy provides further guidance on

the Company’s approach to Board conflicts.

If circumstances arise where a director needs to obtain

independent advice, that director is, as a matter of practice,

able to seek such advice at the expense of EROAD.

In FY23 the Board Charter was updated to encompass the

Board protocols and acknowledge the establishment of

EROAD‘s Technology Committee.

The focus for FY24 will be on strengthening the

relationship between the Board and management to meet

or exceed our strategic targets.

Board composition

EROAD is committed to ensuring that the composition

of the Board includes directors who collectively bring an

appropriate mix of skills, commitment, experience, expertise,

and diversity to Board decision-making. At 31 March 2023

EROAD had six directors, all of whom were non-executive

directors. Selwyn Pellett is the only non-independent

director, whose expertise, experience and knowledge of

EROAD (and formerly Coretex) are critical to the Board’s

effective decision making and strategic planning.

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A brief biography of each Board member, including

experience, length of service, expertise, role, and the

term of office is set out in the “The Board” section of this

report. Disclosure on director shareholdings and other

directorships is included on pages 144-145 of this report.

EROAD announced in FY23 that we were intending to

appoint an additional director during the past financial

year. We did not progress this goal in FY23 as the Board

was focused on defining EROAD’s strategy. Following this

strategic work, it became important to reassess the skillset

required on the Board to effectively execute on our strategy.

In FY24 the Board will be focused on the appointment of

a new director to help further our North American growth

strategy. As the Board has initiated the search process,

diversity of knowledge, skills, and thought is our key

consideration.

Director nomination, appointment, retirement

and re-election

The Board takes an active role in appointing new directors

and seeks advice from the Remuneration, Talent and

Nominations Committee (“RTNC”) that assists in the

selection, appointment, and reappointment of Directors

to the Board. The Committee is also responsible for

overseeing EROAD’s overall human resources strategy.

The Committee’s specific responsibilities are set out in

our Charter, which is available on our Investor website

page. The Appointment and Selection of New Directors

Policy sets out the criteria and process that the Committee

follows when selecting and appointing new directors and

considering whether to recommend the reappointment of

existing directors. The Appointment and Selection of New

Directors Policy can be viewed at https://www.eroadglobal.

com/global/investors/.

Where a candidate is recommended by the RTNC,

the Board assesses that candidate against a range of

criteria including background, experience, professional

qualifications, personal qualities and expertise, the

potential for the candidate’s skills to augment the existing

Board (board skills matrix) and the candidate’s availability

to commit to the Board’s activities.

EROAD is also particularly committed to ensuring that we

have a diverse organisation. Levels of both gender and

cultural diversity across EROAD’s workforce are higher

than the IT industry average. We continually review the

skills and experience we consider we require to provide

the appropriate governance for the Company as it moves

through its next phase of growth. Diversity is a key

consideration in the appointment process.

As part of the skills assessment process, we recognised

the need for an additional director. Our commitment to

identifying suitable female candidates with this skillset

through a rigorous, comprehensive search process led

to the appointment of Sara Gifford to the Board in April

2022. At last year’s annual meeting, Selwyn Pellett

and Sara Gifford stood for election and Susan Paterson

retired by rotation and being eligible, offered herself

for re-election and was re-elected to the Board. At this

year’s annual meeting, Tony Gibson is retiring, and Barry

Einsig will stand for re-election. In line with the NZX Code

Recommendations, checks are made for any material

adverse information before a candidate is recommended

to the Board for election or re-election. Where appropriate,

external consultants are engaged to assist in searching for

candidates. The Board includes in the Notice of Meeting for

annual meetings all material information that is considered

relevant to a decision on whether to elect or re-elect a

director.

All new and reappointed directors enter into a written

agreement with EROAD, which sets out the terms

of their appointment. New directors also complete a

comprehensive induction programme that enables

them to meet with the Chairman, the Finance, Audit

and Risk Committee (“FRAC”) Chairwoman and senior

management to gain insight into EROAD’s values and

culture, our business operations, key risks and regulatory

and legal framework. The program also includes site visits.

Each director’s induction program is tailored based on the

director’s existing skills, knowledge, and experience.

All directors are expected to maintain the skills required

to discharge their obligations to the Company. On an

ongoing basis, directors are provided with papers,

presentations and briefings on matters which may affect

EROAD’s business or operations to assist the directors

regarding understanding key developments in the industry

in which EROAD operates. Directors are also encouraged

to undertake continuing education and training relevant

to the discharge of their obligations as directors of

the Company. We are always working to broaden the

expertise, skillset, and knowledge of the Board with a view

to increasing diversity and broadening the geographic

location of directors.

Board skills

At the Board level, diversity of thought allows EROAD

to benefit from a range of different perspectives that

collectively lead to healthier debates and better decision-

making. The Board considers that Barry Einsig, Tony

Gibson, and Selwyn Pellett all have transport industry

specific experience. Graham Stuart and Susan Paterson

bring listed company and finance / risk experience. Sara

Gifford, Barry Einsig and Selwyn Pellett have extensive

experience in technology solutions. Overall, the Board’s skill

set is as set out in the following table.

BUSINESS CONTEXTCAPABILITYKEY ELEMENTCURRENT BOARD

A depth of industry

experience and awareness

of sector trends

Executive industry

experience

Modern executive telematic hardware experience

Hardware R&D

Product softwareFleet management or adjacent software development

Data-driven innovation and growth

Deep software development experience

Transport and supply

chain

Strong insight into transport – systems, trends

Fleet management

Supply Chain Regulation Sustainability

Customer perspective

Driving long-term value

creation through serving

customer needs

Modern technologistSaaS businesses

Data analytics / AI

Strong scale tech networks

Modern cloud expertise

Cybersecurity

Key trends in tech sector

Tech go-to-market

strategy and sales

Sales channel leadership experience – digital and

enterprise selling

Customer-centric strategies identifying new growth

opportunities

Building world-class sales capability

Go-to-market strategy

Driving revenue growth – beyond $1bn

Digital product

marketing

Tech sector marketing

Building customer insight

Brand development

Key customer

segment insight

New Zealand

North America

Australia

EROAD 2023 ANNUAL REPORT
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CORPORATE GOVERNANCE REPORT |

BUSINESS CONTEXTCAPABILITYKEY ELEMENTCURRENT BOARD

Scaling experience to guide

EROAD growth towards a

$1b company

Scale software

Company

Scaling a technology or SaaS organisation

– beyond $1b

Growth strategy development and execution

Capital market leadership

InvestmentDirect exposure to investments in technology

companies that have successfully scaled

M&A / takeovers

Long-term value creation

Finance / investment community insight

Technology

infrastructure

Scale IT infrastructure

Technology trends

Technology risk

Supporting financial and

culture growth as scale and

complexity builds

FinanceFormer CFO / CA / ARC Chair expertise Financial

strategy (tech)

Financial reporting and regulations

Risk management

People and

compensation

Corporate culture and diversity & inclusion

Executive compensation experience

Employee engagement

Performance and talent

H&S

Driving best practice in

governance and strategic

leadership

Listed governanceScale public company governance experience - NZX,

ASX, NASDAQ ESG

Shareholder engagement and partnering

Chair succession potential

Demographic

diversity

Gender, ethnicity, age

KeyHigh capabilityModerate capability

The Board also believes that the tenure of each of its

members is important as it seeks to balance independent,

institutional knowledge gained through length of service

and the importance of fresh perspectives in decision-

making. The Board does not have a tenure policy, but it

is of the view that the profile, represented by the length

of service of each of our directors and as set out in the

following table, is appropriately balanced such that Board

succession and renewal planning is managed over the

medium to longer term.

considering interests that each director is required to

disclose in relation to the factors set out above.

Based on these factors, as well as the guidance provided

in the relevant Codes, EROAD considers that, as at

31 March 2023, Graham Stuart, Tony Gibson, Susan

Paterson, Barry Einsig and Sara Gifford were Independent

Directors. In FY23, Tony Gibson announced his retirement

in accordance with the Board guidelines on director

rotation. The Board does not have a specific tenure policy

in place, but it believes that the length of service of each

of its Directors has created a balanced profile that allows

for effective Board succession and renewal planning over

the medium to longer term. Despite his long tenure,

Tony Gibson remained independent and objective in

his decision-making and his contributions to the Board

have been invaluable. With this retirement, the Board will

continue to prioritise its ongoing efforts to ensure that its

membership remains diverse, well-informed, and equipped

to guide the Company towards achieving its strategic

goals. To that end, the Board has commenced a search for

a new director.

While the Board considers Selwyn Pellett to be non-

independent director, primarily given his former position

as CEO of Coretex (and associated relationships with

Coretex-related subsidiaries), EROAD believes Selwyn’s

position on the Board is essential for execution on our

technology strategy. There is a comprehensive conflict

management framework in place to ensure that the

director’s actions do not compromise the interests of the

Company or its shareholders. The framework includes

measures such as disclosure requirements, recusal from

decision-making processes and regular evaluations.

The Board considers that the CEO is sufficiently

independent of the Chair.

Board Performance

Performance evaluations for the Board, the Board’s

committees, individual directors, and executives are

undertaken regularly. Where necessary, the Company

provides resources to help develop and maintain directors’

skills and knowledge.

The Board Charter requires the Board to undertake a

regular performance evaluation of itself that:

• compares the performance of the Board with the

requirements of our Charter;



r

eviews the performance of the Board’s committees and

individual directors; and

With the appointment of Sara Gifford on 1 April 2022 and

Steven Newman’s resignation on 8 April 2022 the Board’s

tenure changed from what it was at 31 March 2022. The

current Board tenure information is set out in the following

table.

Director period of

appointment as at

31 March 2023

0-3 years3-9 years9 years +

Number of directors321

On 21 March 2023, Tony Gibson announced he would not

be seeking shareholder approval for re-election at the next

Annual Shareholders’ Meeting. This decision was made in

accordance with EROAD’s director rotation guidelines and

our goal for FY24 is to appoint an additional director.

Independence of Directors

The factors that are considered by the Board when

assessing the independence of our directors are set out in

the Board Charter read together with the NZX Code. The

guidance provided in the NZX Code is also considered

alongside the ASX Corporate Governance Principles and

Recommendations. As set out in the Board Charter, read

together with the NZX Code, factors that may impact a

director’s independence include:

1. Is currently, or was within the last three years, employed in

an executive role by the issuer, or any of its subsidiaries;

2.

Is curr

ently deriving, or within the last 12 months derived a

substantial portion of his, her or their annual revenue from

the issuer;

3. Is currently or was within the last 12 months, in a senior role

in a provider of material professional services (other than

an external auditor) to the issuer or any of its subsidiaries;

4. Is currently, or was within the last three years, employed by

the external auditor to the issuer, or any of its subsidiaries;

5. Currently has, or did have within the last three years,

a material business relationship (e.g. as a supplier or

customer) with the issuer or any of its subsidiaries;

6.


Is a subs

tantial product holder of the issuer, or a senior

manger of, or person otherwise associated with, a

substantial product holder of the issuer;

7.

Is curr

ently, or was within the last three years, in a material

contractual relationship with the issuer or any of its

subsidiaries, other than as a director;

8.


Has close f

amily ties or personal relationships (including

close social or business connections) with anyone in the

categories listed above;

9. Has been a dir

ector of the entity for a period of 12 years

or more.

In each case, the materiality of the interest, position,

association or relationship needs to be assessed to

determine whether it might interfere, or might reasonably

be seen to interfere, with the director’s capacity to bring an

independent judgment to bear on issues before the Board,

to act in the best interests of EROAD, and to represent

the interests of our financial product holders generally.

The Board reviews the independence of each Director

EROAD 2023 ANNUAL REPORT
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CORPORATE GOVERNANCE REPORT |

• makes improvements to the Board Charter where

considered appropriate.

As part of the Board review process, an independent

third party is appointed to review the Board performance

periodically. The FY22 review included, for the first

time, an ESG component. Key areas of focus from the

report include supporting the onboarding of a new

CEO, execution of EROAD’s strategic plan, including

integration of Coretex, resetting the Board composition

with a particular focus on increasing the number of North

American appointments and ensuring Board materials are

focused at the right strategic level. Self-assessments are

undertaken by the Board biennially as an alternative to

the independent evaluation.

In FY23, the Board was focused on conducting a strategic

review and transforming the Company. As a result, a

review of the Board’s function by an external consultant

was not completed during this period. However, The Board

recognises the importance of conducting regular reviews

of its performance and effectiveness and, therefore, a

Board review by an external consultant will occur in FY24.

Company Secretary

During FY23, Mark Heine ceased his role as EROAD‘s

Company Secretary following his appointment as Chief

Executive Officer. Ksenija Chobanovich is EROAD‘s

current Company Secretary. She was accountable to the

Board, through the Chairman, on all matters to do with

the proper functioning of the Board from early FY23. Ms.

Chobanovich had regular discussions with the Chairman

to manage the flow of information between EROAD’s

Board, our committees, and senior executives. She was

responsible for all aspects of legal compliance at EROAD

together with the Company’s relationship with regulators.

Ms. Chobanovich‘s remuneration was tied to the same STI

and LTI plan as EROAD’s wider Executive and key Senior

Leadership Team. These plans are further explained in our

Remuneration Report.

EROAD has been a party to one employment related

legal action in FY23. Ms. Chobanovich is not aware of any

pending actions regarding anti-competitive behaviour and

violations of anti-trust and monopoly legislation. EROAD

has not identified any non-compliance with any laws and/

or regulations, nor has the Company been subject to any

significant fines or non-monetary sanctions for non-

compliance with any laws and/or regulations in the social

and economic area.

Diversity and Inclusion

EROAD and our Board are committed to a workplace

culture that promotes and values diversity and inclusion.

The Company pursues a broad programme of diversity

by recognising, valuing, and considering our employees’

different backgrounds, knowledge, skills, needs and

experiences.

The Board recognises that diversity and inclusion lead

to a better experience at work for EROAD’s employees,

makes teams more robust, leads to greater creativity and

performance, contributes to more meaningful relationships

with a broader range of customers and stakeholders, and,

ultimately, increases value to shareholders. When there

is a variety of thinking styles, backgrounds, experiences,

perspectives and abilities, employees are more able to

understand customers’ needs and to respond effectively to

them, thus best equipping EROAD for future growth.

EROAD encourages diversity and inclusion by:

• having a robust recruitment process in place to attract

capable, motivated, engaged, creative and diverse

candidates; and



f

ostering a culture and environment of inclusion through

various initiatives, policies, and development opportunities.

To deliver on our strategy, EROAD has designed a scalable

and diverse organisation with the right skillset to grow and

mature the Company’s operations in new markets and

geographies. This will be explained in more detail in the

People section of the FY23 Sustainability Report. The Board

has adopted a Diversity and Inclusion Policy in accordance

with the NZX Code and the ASX Corporate Governance

Principles and Recommendations. The policy is available

at the Investor website page. To ensure continued focus

and prioritisation, the policy requires the Board to set,

review and report on measurable objectives for achieving

and promoting diversity across EROAD’s business.

Implementation of actions to achieve the objectives is

the responsibility of the CEO. Progress has been made in

FY23 in achieving the objectives. One of the achievements

is that the percentage of female employees exceeds the

percentage of female employees in the technology sector

generally. EROAD employees also cover a broad age range

(currently 19 through to 73 years) and come from over 29

different countries. EROAD has migrated our employee

data to Workday. This platform will empower us with

further capability to capture and report on D&I information

from a demographic-profile perspective. We are currently

continuing to build out our objectives in this space.

Further, EROAD has maintained the following key goals

regarding Diversity & Inclusion:

• Culture & Values

To deliver appropriate internal policies and programs

supporting and promoting diversity and inclusion that are

adopted at each level of EROAD’s business..

EROAD delivers a diverse range of cultural celebrations

and social events, with a broad range of people on relevant

committees. This includes events such as: Cultural Day,

Matariki Day, 4th of July, Diwali, and International Women’s

Day. Diversity and Inclusion also plays a role in talent planning

designed to enable all employees the opportunity for career

advancement. Further, EROAD undertakes regular review of

employee remuneration and their approach to this, ensuring

pay equity.

• Inclusion

To ensure a culture which promotes and values inclusion

throughout EROAD.

Our flexible work arrangements, and parental leave policies

all support inclusivity in the workplace. We operate across

three main jurisdictions and successfully run hybrid company

meetings and events to promote and foster inclusiveness and

transparency throughout.

Inclusion also means ensuring key discussions are not limited

to small groups and involve a wide selection of people to

promote diversity of thought.

EROAD creates a safe environment which actively

encourages EROADers to share their opinions. Leadership

role modelling, regular cultural awareness and celebration

opportunities, and wellness programmes are some of the

mechanisms EROAD supports staff participation. Everyone

has the freedom and opportunity to voice their opinions.

Diverse groups contribute to business strategy and planning

activity, and inter-departmental social and work project

interactions connect people. Frameworks and managerial

education are provided to promote inclusion such as flexible

workplace practices.

• Leadership and People Development

Significant emphasis is given to developing our leaders and

people across EROAD over the years. A new Leadership

Program, which is designed specifically for our people

leaders, was launched in early2023 to ensure a consistent

leadership approach is applied across all teams, as well as

giving a wide range of employees new opportunities to

develop as leaders. This means there is a great pipeline of

future leaders.

• Recruitment

Our goal is to ensure that our recruitment campaigns

generate a diverse pool of talent with value on experiential

and cognitive diversity and that all hiring decisions are based

on merit.

To achieve this EROAD continues to advertise and promote

on a broad range of recruitment advertising channels

and we apply a diversity and inclusion lens to recruitment

to maximise the appeal to a diverse candidate pool. We

have a scholarship that gives priority to Māori and Pasifika

candidates.

• Communication

EROAD’s expectations around diversity and inclusion are

communicated often and clearly, with a top-down approach.

Diversity initiatives such as cultural events and flexible

working are widely promoted. EROAD’s careers site supports

recruitment diversity. Inclusiveness is promoted at all levels.

• Gender balance

The table below shows the respective number of men and

women on the Board, in executive management positions

(as “Officers”) and across the whole organisation, including

both full time and part time employees, as at 31 March

2022 and 31 March 2023. Our Board currently has 33%

female representation, which is above the minimum level

of 30% recommended in the NZX Code. While we remain

committed to maintaining and improving this level of

female representation, we recognise that changes in board

composition may occur over time due to a variety of factors.

However, the Board is committed to actively promoting and

supporting gender diversity at all levels of our organisation.

35% of EROAD staff are female, which is above average in

our industry, and 32% of EROAD female employees are in

leadership roles.

2022WomenMen

Gender

diverse

Board1 (20%)4 (80%)-

Officers3 (20%)12 (80%)-

Other employees178 (35%)337 (65%)-

2023WomenMen

Gender

diverse

Board2 (33%)4 (66%)-

Officers3 (33%) 6 (66%)-

Other employees170 (35%)307 (63%)7 (1%)

“Officers” are the CEO and senior executives reporting

directly to the CEO.

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PRINCIPLE 3: BOARD COMMITTEES

The Board Committees include the Finance, Risk and Audit

Committee, the Remuneration, Talent and Nomination

Committee and, from FY23, the Technology Committee.

These Board Committees support the Board by working

with management and advisers on relevant issues at a

suitably detailed level. Recommendations are reported

to the Board. The Committees’ Charters set out their

objectives, procedures, composition, and responsibilities.

Copies of these Charters are available at the Investor

website page.

All Directors have a standing invitation to attend

committee meetings where there is no conflict of interest.

Finance, Risk and Audit Committee (FRAC)

The Finance, Risk and Audit Committee assists the

Board in fulfilling our oversight responsibilities relating to

EROAD’s risk management and internal control framework,

the integrity of our financial reporting and the auditing

processes and activities. Four meetings of the Finance, Risk

and Audit Committee were held during the year ended

31 March 2023.

Under the Finance, Risk and Audit Committee Charter, the

Committee must be comprised of Non-executive Directors,

all of whom must be independent. Further, the Chair of the

Committee must be an Independent Director and cannot be

the Chairman of the Board.

Employees only attend the Finance, Risk and Audit

Committee meetings at the invitation of the Committee. In

the year ended 31 March 2023, the CEO, the Chief Financial

Officer (CFO) and General Counsel were invited to attend

each of the four meetings of the Finance, Risk and Audit

Committee.

The current members of the Finance, Risk and Audit

Committee are Susan Paterson (Chair), Anthony Gibson and

Graham Stuart. All members of the Finance, Risk and Audit

Committee are Independent, Non-executive Directors.

Qualifications and experience of committee members

Susan Paterson: Susan has held a number of roles where

she was accountable for the financial performance of

entities. She has spent the last 25 years either chairing or

contributing to Audit Committees within both government

and private company arenas. Susan regularly attends

training courses on financial matters and best practice in

Audit and Assurance. Susan holds an MBA from London

Business School (focused on finance and strategy) and is a

Chartered Fellow of the Institute of Directors. In 2015 Susan

was appointed as an Officer of the New Zealand Order of

Merit in recognition of her service to corporate governance.

Anthony Gibson: Tony has extensive governance and

international executive experience and is the current

CEO/Managing Director of VINZ (Vehicle Inspection New

Zealand). Tony was the CEO of Ports of Auckland Limited

for 11 years and prior to this role was Managing Director

of Maersk Line New Zealand, Director of Maersk Logistics

and Managing Director of P&O Nedlloyd for New Zealand

and the Pacific Islands and held senior management roles

in Europe, Asia and Africa. Tony has also been the chair of

North Tugz, Nexus Logistics and Conlixx. In addition, Tony

brings extensive transportation and logistic expertise to the

Board, including being appointed by the Government in

2009 as a member on the Independent Review of the NZ

Road User Charging System.

Graham Stuart: Graham has over 30 years of governance

experience. In addition to his extensive service on company

boards, Graham has had a highly successful executive

career split between CEO and CFO roles. Graham has held

roles that were highly strategic in nature, within dynamic

environments and in high growth businesses. Graham has a

strong professional background in accounting and finance

as well as experience in technology and leadership. Graham

is a qualified Chartered Accountant and holds a Master of

Science (Management) and a Bachelor of Commerce (First

Class Honours).

The Chairperson of the Committee reported to the Board on

the Committee’s proceedings following each meeting.

Remuneration, Talent and Nomination Committee (RTNC)

The Remuneration, Talent and Nomination Committee

oversees, amongst other things, the remuneration and

benefits policies; the CEO’s performance review and

performance objectives; remuneration of EROAD’s

executives; succession planning and associated

management development for the CEO and the executive

team; and the effectiveness of the Diversity and Inclusion

Policy. It also oversees the Director Appointment Process

when a vacancy arises and the reappointment of sitting

Directors.

The current members of the Remuneration, Talent and

Nomination Committee are Tony Gibson (Chair), Graham

Stuart, Susan Paterson, Sara Gifford, and Barry Einsig.

Barry Einsig Barry is currently a principal at CAVita, where

he provides consulting services to cities, governments and

companies on Smart Cities, transport mobility and connected/

automated vehicle systems. His extensive global experience

in the transport industry, coupled with his network of industry

colleagues, is of real value to the Board in their recruitment

and succession planning. With an executive level background

in large publicly traded companies, Barry supports the RTNC’s

focus on remuneration and organisational matters.

Sara Gifford: Sara is based in Boston and brings extensive

experience in fast-growing software companies, logistics,

transportation, large scale product implementation, and

sales. She has business experience in North America, Europe,

Southeast Asia, Australia, and NZ. Sara served as the Chief

Solutions Officer and executive board member of Quintiq and

is a Director of North American company Spiro, a customer

relationship management and sales enablement company,

and is the co-founder and Director of Activote, a non-partisan

application enabling voting in North America.

The Chairperson of the Committee reported to the Board on

the Committee’s proceedings following each meeting.

Technology Committee (TC)

The Technology Committee assists the Board in its obligations

to oversee EROAD‘s digital transformation. The Technology

Committee assists with product management, technology

and innovation strategies, technology execution plans,

and necessary workforce development. The Technology

Committee also oversees operations relating to hardware,

product and platform innovation, as well as information

security, cyber security, data privacy and third party

technology risk management. Key product and ecosystem

partners also form part of the Technology Committee‘s

workstream. The members of EROAD‘s Technology

Committee are Barry Einsig (Chair), Sara Gifford and Selwyn

Pellett.

Selwyn Pellett: As an acclaimed technology entrepreneur

with more than 40 years’ experience in electronics supply

chains, enterprise level network security and telematics,

Selwyn is a valuable member of EROAD’s Technology

Committee. Selwyn has extensive experience in international

sales, marketing, strategic planning and supply chain

management, spanning small start-ups to multibillion-dollar

corporations. Selwyn was the founder and CEO of Coretex

Limited and is well positioned to assist the Committee

in overseeing and managing the company’s digital

transformation strategy.

In FY23, EROAD carefully considered the roles, responsibilities

and scope of activity for each of our Board Committees.

Although the Board has overall responsibility for EROAD’s

strategic direction and risk management, the Board delegates

authority to each Committee for a closer inspection of these

as applicable. In FY23 EROAD created the Technology

Committee to assist the Board in overseeing the company’s

digital transformation initiatives.

In FY24 the Board Committees will focus on key driving

performance outcomes whilst balancing compliance

objectives from a risk and safety perspective.

Board processes

the Board held

6 meetings during the year ended

31 March 2023. In addition to the below scheduled Board

meetings, the Board also had 9 calls during the year.

BoardFRACRTNCTC

Eligible to

attend

Attended

Eligible to

attend

Attended

Eligible to

attend

Attended

Eligible to

attend

Attended

Graham Stuart7744331**1**

Anthony Gibson76443300

Barry Einsig77003311

Susan Paterson77443300

Sara Gifford77003311

Selwyn Pellett77003*3*11

*Selwyn Pellett was invited to attend each of the 3 RTNC meetings during FY23. The Board determined no conflict of interest existed that would have

precluded Selwyn from attending.

** Graham Stuart is not a member of the Technology Committee but did attend the first meeting on invitation.

EROAD 2023 ANNUAL REPORT
PAGE 120 PAGE 121

CORPORATE GOVERNANCE REPORT |

EROAD is committed to an awareness of environmental,

economic, and social sustainability factors. EROAD’s

General Counsel and CFO have an informal responsibility

for economic, environmental, and social topics. The

General Counsel and CFO inform the Board of any

material factors that come to light and keep the Board

up to date with current market trends and processes in

this space. The Directors are committed to progressing

ESG matters and consider these at every board meeting.

Members of the Executive Team report directly to the

Board on sustainability matters as and when they see fit.

The Board also takes advice from the FRAC Committee,

General Counsel, Net Zero Steering Group (now titled‚

'Sustainability Committee‘), and EROAD‘s Engineering

Teams. The Board has delegated responsibility for the

oversight of ESG matters and the management of

climate-related risks and opportunities to FRAC and

the Board receives reports on a series of performance.

Recommendations based on the performance measures

are incorporated into agreed actions to mitigate any

identified risks. The Board delegates to management who

follow EROAD’s Health and Safety Policy, Delegation of

Authority Roles, Roles & Responsibility Matrix, Treasury

Policy, Risk Appetite Statement, Code of Ethics, Code

of Conduct and Sustainability Policy. EROAD reports

on our sustainability efforts on an annual basis in our

Sustainability Report and from FY24, our report will

include climate-related disclosures under the Financial

Sector (Climate-related Disclosures and Other Matters)

Amendment Act 2021. Our Sustainability Report also

includes our company emissions profile which is measured

and managed by EROAD and is audited by Toitu

Envirocare under the carbonreduce programme.

Further information on EROAD’s non-financial reporting is

available in the Risk section of this Statement.

As noted in the Remuneration Report, up to 60% of

Executive Short-term Incentive targets are based on the

achievement of strategic (non-financial) program targets

from the annual company plan.

EROAD is pleased to provide further reporting on

sustainability factors in our FY23 Sustainability Report.

EROAD’s commitment to health and safety, diversity and

community benefits are outlined in our FY23 Sustainability

Report. Our Sustainability Report also contains GRI

referenced claims and the Company’s annual Modern

Slavery Statement which is made in accordance with

Australian law.

Takeover protocol

The Board has a formal written protocol that sets out the

procedure to be followed in the event that a takeover

offer is received by EROAD. The Protocol summarises key

aspects of takeover preparation, and sets out governance,

conflict and communications protocols for takeover

response. This Protocol provides that in the event of a

takeover offer, the Board Takeover Committee would

manage EROAD‘s response obligations and make a

recommendation to the full board.

PRINCIPLE 4: REPORTING & DISCLOSURE

Making timely and balanced disclosure

EROAD is committed to promoting shareholder confidence

through open, timely and accurate market communication.

The Company has procedures in place to ensure

compliance with our disclosure obligations under the NZX

Listing Rules and the ASX Listing Rules. The Board has a

Disclosure Committee that comprises the CEO, CFO (“the

Disclosure Officers”) and one Independent Director. The

Disclosure Committee is responsible for administering

EROAD’s compliance with our Market Disclosure Policy

which includes our NZX and ASX continuous disclosure

obligations. The Disclosure Officers will recommend to

the Disclosure Committee whether a market disclosure

should be made. The Disclosure Officers are ultimately

responsible for all communications with NZX and ASX

market regulators.

EROAD’s Finance, Risk and Audit Committee Charter

directs the oversight of the quality and integrity of external

financial reporting including the accuracy, completeness,

balance and timeliness of financial statements. The FRAC

reviews interim and annual financial statements and makes

recommendations to the Board concerning accounting

policies, areas of judgement, compliance with financial

reporting standards, NZX, ASX 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 during the period under review.

All interim and full-year financial statements are prepared

in accordance with relevant financial standards.

Non-financial reporting

Our people, community engagement and the environment

are at the heart of EROAD’s culture. Our philosophy is set

out in our Sustainability Policy and our achievements in

the sustainability space are further outlined in our FY23

Sustainability Report which will be published next month.

In FY23 the Board and Management implemented our short-

term internal emissions reduction targets and began to

consider EROAD’s climate-related risks and opportunities.

In FY24 the Board will enhance its oversight of climate-

related risks and opportunities by implementing a

comprehensive climate risk management framework

PRINCIPLE 5: REMUNERATION

See the Remuneration Report on page 124 of this Annual

Report which outlines our compliance with Principle 5.

PRINCIPLE 6: RISK MANAGEMENT

Risk management framework

EROAD is committed to the identification, monitoring

and management of material financial and non-financial

risks associated with our business activities. The Board

ultimately has responsibility for internal compliance and

control. It recognises that a sound culture is fundamental to

an effective risk management framework. The Company’s

purpose, values and Code of Ethics are important

contributors to instilling effective risk management and

awareness, and to support appropriate behaviours and

judgements about risk taking within the parameters.

EROAD’s risk management framework provides for the

oversight and management of financial and non- financial

material business risks, as well as related internal systems.

The framework is designed to:

• optimise the return to, and protect the interests of,

stakeholders;

• safeguard EROAD’s assets and maintain our reputation;


impr

ove EROAD’s operating performance; and


support ERO

AD’s strategic objectives. EROAD’s Risk

Management Policy is available at the Investor website page.

EROAD’s risk management strategy enhances strategic

planning and prioritisation, as well as assists in the

achievement of key objectives.

The strategy also strengthens EROAD’s ability to be agile

when responding to challenges that may be faced. The

risk management framework requires senior executives

and the wider leadership team to review risks against the

risk limits and triggers in the risk appetite statement (Risk

Appetite) and to update Risk Registers on a periodic basis.

The registers identify all known risks, including those that

are key to EROAD’s strategy and business priorities. At each

Board meeting, members of the Board are presented with a

risk report, outlining key risks, whether these exceed the risk

triggers, and mitigants to address the risks. Risk mitigation

for high-risk projects must be addressed from inception

and be supervised by the appropriate executive team

members. The executive team reviews the Risk Register in

setting EROAD’s strategy and budgets. The Finance, Risk

and Audit Committee periodically reviews EROAD’s Risk

Appetite, the top enterprise risks and other relevant aspects

of the risk management framework. In addition, a review is

undertaken, with the external auditors and management, of

the policies and procedures in relation to material business

risks. The Finance, Risk and Audit Committee, in conjunction

with management, reports to the Board on the effectiveness

of EROAD’s management of our material business risks

and whether the risk management framework is operating

effectively in all material respects.

Risk appetite

During FY23 the EROAD Board and Executive continued

to rely on the Risk Appetite to provide guidance to, and

monitoring of employees, contractors, and suppliers.

EROAD’s Risk Appetite sets out the amount and type

of risk that EROAD is willing to accept to meet our

strategic objectives and create value for our customers

and stakeholders. EROAD is strategically focused and

risk aware but is not a risk-averse organisation. Risks

are taken in alignment with EROAD’s strategy, purpose

and in accordance with EROAD’s values. EROAD has no

appetite for risks that do not align with these. In managing

the Company’s business risks, the Board approves and

monitors policy and procedures in areas such as treasury

management, financial performance, taxation and

delegated authorities.

• Growth & Strategy

• Financial


Customer Expectations

• People



R

egulatory & Governance

The Company regularly reports to the Board on any risks that

exceed EROAD’s Risk Appetite with mitigation plans and

updates on how exceeded risks are managed and resolved.

During FY23, in conjunction with the renewed company

strategy, EROAD reviewed and revised the Risk Appetite,

giving particular attention to generating positive free cash

flow, maintaining a strong sense of direction as a company

and managing risk while remaining agile for sustainable

growth. The Company’s new Risk Appetite was introduced

from April 2023 and the revised risk appetite categories

and levels are as follows:

EROAD 2023 ANNUAL REPORT
PAGE 122 PAGE 123

CORPORATE GOVERNANCE REPORT |

Risk Appetite categories: Strategy Execution, Financial, Customer Expectations, People, Regulatory and ESG.

Rick Appetite Levels:

Risk Appetite

Level

Strategy ExecutionFinancial

Customer

Expectations

PeopleRegulatory and ESG

Very high

High

• Partnerships• Innovation• Learning /

knowledge

Medium

• Capability• Regulatory

environment

Low

• Strategic

execution



S

trategic risk

• Free cash flow

• Funding model

• Key roles, single

point of failure

Very low

• Working capital


Supply chain and

inventory

• Customer

interactions


Quality and

resilience


Product delivery

• Information and

cyber security


Privacy

• Governance


En

vironmental

and Social

No appetite

• Covenants• Product

compliance

• Health and Safety• Legal &

regulatory

results to be established and incorporated into business

planning processes to enable the Safety and Wellbeing

Policy’s intent and related strategies and procedures to

be achieved. The framework also requires the safety and

wellbeing strategy to be reviewed every three years to

ensure alignment with EROAD’s values, the overall business

strategy and the safety and wellbeing vision. EROAD‘s

Health and Safety Manager has created a roadmap for FY24

outlining how EROAD will achieve our Health and Safety

Goals and how our frameworks will be implemented.

At each Board meeting, members of the Board are provided

with a safety and wellbeing report summarising EROAD’s

risk profile and management actions, the current safety and

wellbeing focus, lead and lag indicators and updates from

the Safety and Wellbeing staff committee.

In the year ended 31 March 2023, there have been no

notifiable events to report to WorkSafe NZ. There has been

one notifiable event reported to Worksafe Australia but

there was no further follow up action. Following this notable

event, EROAD made a number of improvements to its heath

and safety processes and procedures.

In FY24 we will strive to enhance our health and safety

performance by introducing robust processes and

procedures that prioritise the well-being of our employees,

contractors and wider stakeholders.

PRINCIPLE 7: AUDITORS

Oversight of the Company’s external audit arrangements

to safeguard the integrity of financial reporting is the

responsibility of the Finance, Risk and Audit Committee.

The External Auditor Independence Policy ensures that

audit independence is maintained, both in fact and

appearance. It covers:

• the selection and appointment process for the external

auditor;


rotation of external audit partners;

• policy to ensure external auditors’ independence;


pr

ovision of non-audit services; and


reporting to the Finance, Risk and Audit Committee.

The policy is available at the Investor website page.

The role of the external auditor is to audit the financial

statements of the Company in accordance with applicable

auditing standards in New Zealand and to report on their

findings to the Board and shareholders of the Company.

EROAD’s external auditor is Aaron Woolsey from KPMG.

Aaron became the engagement partner in 2020 following

the completion of the audit for the 2020 financial year. Mr

Woolsey has provided an independence attestation to the

Board. He will attend the annual shareholder’s meeting to

answer questions from shareholders in relation to audits.

EROAD does not have an internal audit function. The

Finance, Risk & Audit Committee pays particular attention

to matters raised by the Company’s auditor. It also

requires the Executive Team to report periodically on

areas identified as most sensitive to risk together with

recommendations for improvements and changes to

internal controls. Through the steps outlined under the

Risk Management section, the Board ensures EROAD

is reviewing, evaluating and continually improving the

effectiveness of our risk management framework.

The Chief Financial Officer has a direct line of

communication with the Chair of the Finance, Audit and

Risk Committee and the external auditor.

PRINCIPLE 8: SHAREHOLDER RIGHTS AND INTERESTS

EROAD recognises the importance of providing our

shareholders and the broader investment community

with access to up to date, high-quality information to

enable them to: monitor the Company’s performance;

participate in decisions required to be put to owners; and

provide avenues for two-way communication between the

Company, the Board and shareholders. The Shareholder

Communication Policy sets out how EROAD engages with

shareholders and other stakeholders to provide them with

written communications, electronic communications and

access to the Board, management and auditors. It is one of

the corporate governance policies included at the Investor

website page.

EROAD’s website is an important information portal and

is kept up to date with relevant information, including

copies of shareholder reports, presentations and market

announcements. Releases and reports are published to

the website once they have been provided to and publicly

released to both the NZX and ASX. The website also

contains Board and management profiles together with

information on EROAD’s history, awards and a library of

product information.

Shareholders can easily communicate with EROAD,

including by way of email to the address investors@eroad.

com. EROAD’s major communications with shareholders

during the financial year include our annual and half-year

results, Annual Report, Sustainability Report and the

annual meeting of shareholders. The Annual Report is

available in electronic and hard-copy formats. Shareholders

have the option to receive communications from EROAD

electronically.

Shareholders have the right to vote on major decisions as

required by the NZX Listing Rules. The Notice of Meeting

is sent to shareholders and published on EROAD’s website

at least 20 working days prior to the annual shareholders’

meeting each year (apart from last year, as explained at the

start of this report). EROAD offers this meeting in a hybrid

format and so also includes a Virtual Meeting Guide which

sets out information to help investors understand and

participate in hybrid meetings. Physical meetings will not

take place if there exists a risk to public health and safety

(such as with COVID-19 restrictions). In any instance where

health and safety is a concern, EROAD may determine that

virtual only meetings are most appropriate.

In FY23 the Company was focused on building

support among our Australian investors. We engaged

Citadel-MAGNUS to promote greater awareness and

understanding of EROAD’s strategic plan among Australian

institutional and retail investors.

In FY24 the Company aims to build on existing relations

to strengthen our engagement with shareholders. We

hope that by increasing our transparency, disclosures and

communication, we will inspire trust and confidence in

our approach.

In FY24 EROAD has begun to implement the updated Risk

Appetite throughout the Company and our goal is to ensure

that it is comprehensively understood by all EROADers.

Insurance

EROAD has insurance policies in place covering areas

where risk to our assets and business can be insured at a

reasonable cost.

Health and safety risk management

The Board considers ensuring safety and wellbeing

at EROAD to be one of our core roles. Our specific

responsibilities are set out in the Board Charter. The Board

is committed to ensuring that safety and wellbeing is a top

priority for EROAD and is embedded into every aspect of

EROAD’s business. In line with this, EROAD has appointed

a new Health and Safety Manager in FY23. EROAD’s Safety

and Wellbeing Policy is a management policy that provides

for the oversight and management of health and safety

risks on behalf of the Board.

EROAD’s Safety and Wellbeing Management Framework

outlines safety and wellbeing activities at EROAD and

articulates safety and wellbeing responsibilities for the

Board, the Executive Team and the people performing work

for EROAD. The framework requires objectives and key

EROAD 2023 ANNUAL REPORT
PAGE 124 PAGE 125

REMUNERATION REPORT |

Remuneration

Report

Dear Shareholders,

Financial year 2023 marked a pivotal transformation for EROAD. We

appointed a new CEO and executive team, implemented cost-cutting

measures, integrated with Coretex, and undertook a strategic review

focused on turning around the core of the business to target profitability and

efficiency, growth in North America and becoming Free Cash Flow positive.

Since taking the helm as CEO earlier in FY23, Mark Heine

has made difficult decisions that helped to refocus our

efforts and position EROAD for sustainable growth.

Mark’s leadership has been instrumental in bringing about

these changes, and EROAD has already started to see

the positive effects of his vision and direction. Margaret

Warrington was appointed Chief Financial Officer effective

December 2022, having held the role in an acting capacity

for several months prior. Margaret’s passion and focus on

company cash flow has played a significant role in uniting

EROAD towards its financial objectives, prioritising positive

Free Cash Flow as a key driver for achieving sustainable

and profitable growth across all its regions. FY23 also saw

several other appointments to the executive team, with

Steen Anderson appointed as Chief Transformation Officer,

Aaron Latimer as Chief Operations Officer and Shelley

Prentice as EROAD’s new Chief People Officer who have

already been instrumental in implementing the company’s

new strategy.

We also recognise the importance of maintaining a lean

and efficient organisational structure to achieve EROAD’s

goals, which is why we implemented a restructuring effort

during FY23 to streamline our operation and reduce costs

while retaining the right people and expertise. While these

measures were challenging, we believe they were crucial

to our long-term success and sustainability. To ensure that

the company did not lose valuable employees during this

period, the Board approved a Share Retention Plan for

FY23 under which the company issued performance share

rights to key senior employees. As we look towards FY24,

we will continue to explore avenues for cost reduction

while retaining our competitive edge. We will ensure that

any cost-cutting measures implemented are done with due

consideration and sensitivity to our employees’ welfare and

our long-term strategic objectives.

Integrating the EROAD and Coretex teams was another

top priority in FY23, and we are proud to announce that

we have successfully completed our people integration

project. This marks a significant milestone in our journey

towards building a unique and engaged culture. As more

staff return to our regional offices, we are excited to

continue building on this strong foundation and confident

that our efforts will drive success in the years ahead.

Summary of Remuneration Outcomes

Fixed Remuneration Outcomes

Fixed remuneration underwent its annual review in May

2022, increasing by an average of 7.5% (compared to 7.3%

in FY22), although not all employees received an increase.

Senior executive remuneration increased by an average of

3.2% (compared to 3.3% in FY22).

For FY24, management implemented a freeze on all fixed

remuneration for employees earning $200,000 or more

in local currencies. The decision to freeze remuneration

for high-earning employees was taken in light of our

ongoing commitment to prudent financial management

and responsible corporate behaviour. The freeze will enable

us to achieve greater cost savings and allocate resources

more effectively, while also ensuring that our remuneration

policies remain fair, transparent and aligned with our

business objectives.

Importantly, this freeze will not impact our commitment to

providing competitive, performance-based remuneration

for our employees recognising the continued skill

shortages in the industry and increases in the cost of

living impacting our employees. Therefore, EROAD’s

remuneration packages will be based at the appropriate

level reflecting its international operations. Further, as

an equal opportunity employer, EROAD is committed to

closing the pay differential between male and female staff,

which currently stands at 12.3%.

EROAD 2023 ANNUAL REPORT
PAGE 126 PAGE 127

REMUNERATION REPORT |

Variable Remuneration Outcomes

EROAD’s FY23 STI Plan allowed for the award of cash

payments to executives in November 2022 and May 2023

based on performance and outcomes. As highlighted

above, EROAD’s key focus this year has been on improving

our cash flow and reducing costs overall within the

business. As a result, for the first half of FY23 the Board

determined that there would be no pay-out of the STI. For

the STI outcomes in the second half of FY23, please refer

to page 137 of this Remuneration Report.

In our FY22 Remuneration Report, we noted that the FY20

LTI Plan vested on 26 May 2022 with the vesting of 401,125

shares following the business achieving and exceeding its

total contracted units (TCUs) targets between 1 April 2019

and 31 March 2022. EROAD’s performance for this period

saw it achieve growth in TCUs above the scheme’s targets.

The Board’s top priority during FY23 was to retain

key talent during the ongoing period of change and

transformation. In pursuit of this goal, EROAD issued

performance share rights (PSRs) to selected senior

leadership members to retain key individuals who had

proven themselves as valuable assets to EROAD, and we

are confident it will serve as a powerful tool for retaining

top-quality talent within our organisation. Under this Plan

the CEO was issued 88,983 PSRs and the CFO was issued

22,034 PSRs which vested on 6 April 2023.

During FY23, the Board offered Mark Heine an individual

STI Plan in order to further incentivise and align the CEO’s

interests with the company’s strategic objectives. The plan

allowed for a one-time cash payment based on the CEO’s

and company’s performance in FY23 against selected

strategic and financial performance indicators established

by the Board. The target for these strategic and financial

performance indicators was successfully met reaching a

total STI achievement rate of 67.7%.

Review of EROAD’s FY24 Remuneration Strategy

While our top priority for FY23 was to retain key

talent during the period of transformation, the Board’s

Remuneration, Talent and Nomination Committee (RTNC)

has relentlessly focused on aligning our remuneration

packages with the new strategic direction. We engaged

Haigh & Company, an international remuneration

consulting firm, to review our current framework, evaluate

market trends and advise on a future-proof remuneration

structure. We also sought input from multiple stakeholders

throughout this review and would like to thank those who

provided valuable input.

As a result of this review, RTNC is in the final stages of

designing the company’s remuneration strategy, which is

aimed at attracting and retaining top talent globally, with a

specific focus on North America as our growth market. This

remuneration strategy aligns employee and shareholder

interests and maintains a prudent approach to cash

management. Two significant changes expected in the new

remuneration strategy are:

a) the revised terms for the grant of performance share rights

(PSRs) under the LTI Plan. The PSRs will be issued as part

of a 3-year incentive programme that incorporates a third

of the award based on relative total shareholder return

(rTSR), a third on absolute performance, and a third based

on 3-year tenure. The Haigh & Company review confirmed

that rTSR is a common measure used by our peers and

recommended adopting the technology-focused S&P ASX

All Technologies Index (XTX). Also, aligning incentives

with key financial metrics (i.e. revenue, free cash flow and

EBIT) and tenure will be critical. The tenure component is

common among our North American peers and is crucial

in attracting and retaining top talent in the long term. The

revised terms under the LTI Plan reflect these findings and

ensure alignment with the market; and

b) tr

ansitioning from a 6-monthly to an annual cycle for STI

Plan payments, which may be paid in shares instead of

cash. This change is intended to better align employee

interests with those of our shareholders, and we believe

it will enhance overall performance and drive long-term

value creation.

As the final details of the new remuneration structure

are still being developed, shareholders can expect more

information to be provided in due course.

Director Remuneration

The annual non-executive director remuneration pool was

fixed at $850,000 following approval by shareholders

at the 2021 Annual Shareholder Meeting. No further

increase is proposed to be sought at the 2023 Annual

Shareholders Meeting.

Say On Pay Vote

Last year, EROAD adopted the Australian Say on Pay

regime required under the Australian Corporations

Act (Cth) 2001 for ASX listed companies. Our FY22

Remuneration Report was approved with only 3.46%

of shareholders voting against it. Moving forward, we

remain dedicated to maintaining a fair and merit-based

approach to incentivising and rewarding our employees,

executives, and directors in alignment with our vision and

strategic objectives. As we present the FY23 Remuneration

Report, we are pleased to reaffirm our commitment to

transparency in remuneration. A resolution will again be

put to shareholders at this year’s Annual Shareholders’

Meeting to adopt the FY23 Remuneration Report. The

outcome of the vote will be non-binding.

Personal note

2023 marks my final year as a Director and the Chair of

EROAD’s Remuneration, Talent and Nomination Committee

(RTNC). I am honoured to have held the Chair position

since 2014 and want to thank my fellow directors, EROAD’s

leadership team and the shareholders for their support

during my tenure. I look forward to continuing to watch

EROAD’s future achievements following my retirement

from the Board.

We are committed to upholding the highest

standards of corporate governance that help ensure

our remuneration practices are transparent and align

with the interests of all our stakeholders. We welcome

your feedback on this report.

Tony Gibson

Chair, RTNC

EROAD 2023 ANNUAL REPORT
PAGE 128 PAGE 129

REMUNERATION REPORT |

STRUCTURE OF THIS REMUNERATION REPORT

This Report provides:

• a broad overview of EROAD’s remuneration framework,

including remuneration governance and strategy;

• key remuneration components for the CEO and CFO;

• the FY23 remuneration outcomes for EROAD’s directors,

CEO and CFO, as well as disclosures related to the former

CEO and CFO whose employment with EROAD ceased in

FY23, as detailed in the table below; and


disclosure of the number of current and former employees

whose Fixed Remuneration for FY23 was above

NZ$100,000 in value.

PositionCountry of residence

Period position was held

during FY23

Executive

Mark HeineCEONew Zealand

Appointed 21 June 2022

(Interim CEO from 8 April 2022

to 20 June 2022)

Margaret WarringtonCFONew Zealand

Appointed 25 November 2022

(effective 1 December 2022)

(Interim CFO from 13 May 2022

to 30 November 2022

Former Executive

Steven NewmanCEONew Zealand Ceased on 8 April 2022

Alex BallCFONew ZealandCeased on 13 May 2022

Non-executive directors

Graham StuartChairman, Independent Director New ZealandFull year

Barry EinsigIndependent DirectorUnited StatesFull year

Tony GibsonIndependent DirectorNew Zealand

Full year

(Resignation announced on 21

March 2023. Tony is not up for

re-election at the 2023 Annual

Shareholders’ Meeting.)

Susan PatersonIndependent DirectorNew ZealandFull year

Sara GiffordIndependent DirectorUnited StatesFull year

Selwyn Pellett

Non-Executive Director

(Directorship status updated

from Executive Director to

Non-Executive Director on

24 November 2024)

New ZealandFull year

REMUNERATION FRAMEWORK

EROAD’s remuneration framework is an essential aspect

of the company’s strategy to attract, retain and motivate

its employees. It is a critical tool for aligning the interests

of employees with the company’s goals and objectives. It

consists of two key components: governance and strategy.

Governance

EROAD’s remuneration framework is overseen by the Re-

muneration, Talent and Nominations Committee (RTNC)

on behalf of the Board.

Role of RTNC

RTNC provides recommendations to the Board with res-

pect to companywide remuneration, benefits and policies,

as well as overseeing the performance objectives, remun-

eration packages, succession planning and development

programmes for the senior management team. The RTNC

has a set of objectives that are outlined in its Charter.

These objectives include overseeing and assisting with:



dir

ector appointments, reappointments and Board

composition;


r

emuneration and benefits; and


perf

ormance, development and succession planning.

The RTNC oversees the development and implementation

of the overall human resources strategy, remuneration

policies and practices, and financial and other reporting

as it relates to remuneration. It also oversees director

selection, appointment, reappointment and succession, as

well as training, upskilling and induction of new directors

and senior management. This involves determining

the competencies required, the skills, experience and

capabilities currently represented on the Board and those

that would benefit the Board by being introduced.

The RTNC is responsible for the CEO appointment, terms

of employment, performance monitoring, and termination

if necessary.

The Committee periodically reviews its objectives and

activities. Any changes in the duties and responsibilities

of the Committee or the terms of its Charter are made as

a recommendation to the Board. No changes were made

during the year.

The RTNC has no decision-making powers except where

expressly provided by the Board.

RTNC Membership and Independence

The members of the RTNC in FY23 were Tony Gibson

(Committee Chair), Graham Stuart (Board Chair), Susan

Paterson (FRAC Chair), Barry Einsig and Sara Gifford.

The RTNC composition is consistent with the Charter

requirements which are that there shall be: at least three

members; the Chair shall be an Independent Director; and

a majority of members shall be Independent Directors.

The secretary to the RTNC is EROAD’s Chief People Officer.

In FY23 this was Bridget O’Shannessey and for FY24 this

will be Shelley Prentice.

External and Independent Advice

During the year the RTNC sought external and

independent advice from Haigh & Company to review and

make recommendations on EROAD’s existing remuneration

framework for both staff and executive employees for

FY24 and beyond. In addition, EROAD obtained guidance

on employee remuneration from Strategic Pay for Australia

and New Zealand based employees and Insperity for those

based in North America.

No Dealing or Protection Arrangements

All directors, employees, contractors and advisers of

EROAD are subject to the company’s Securities Trading

Policy. In addition to this policy, these parties are expressly

prohibited from entering into any arrangements designed

to hedge or otherwise mitigate the economic risk of

EROAD securities. It is important to note that all securities

become subject to the Securities Trading Policy rules once

they have vested and that prior to vesting those securities

cannot be transferred or encumbered by the holders.

Minimum Shareholding Requirements

The EROAD Board encourages but does not require

senior leadership team members or directors to hold

shares in EROAD.

Variation of Terms

The Board may from time to time vary any terms of a

Participant’s participation in the STI Plan or LTI Plan,

with the agreement of the participant.

EROAD 2023 ANNUAL REPORT
PAGE 130 PAGE 131

REMUNERATION REPORT |

Remuneration Strategy

At EROAD, we believe that our employees are our

most important asset. We have, therefore, developed

a remuneration strategy that is designed to align with

our purpose and values. We have also developed a set

of principles that guide our strategy, in order to ensure

that our remuneration practices are consistent with our

company culture, values, and business strategy.

EROAD’s Purpose and Values

Over the years, EROAD has strived to create safer and

more sustainable roads, which was our legacy purpose.

However, in FY24 we recognised the need to evolve and

adapt to better serve the needs of our customers and

society as a whole. This evolution was also prompted

by our merger with Coretex, which opened up new

possibilities and opportunities for us to expand our

offerings and broaden our impact. As such, we have

embraced a new purpose that reflects our commitment

to deliver intelligence you can trust, for a better world

tomorrow. This purpose underscores our dedication to

providing reliable and trustworthy intelligence to help our

clients make informed decisions that positively impact

the world. By adopting this purpose, we are positioning

ourselves as a leader in the field of data-driven decision-

making and sustainability. We believe that this approach

will help us differentiate ourselves from competitors and

better serve our customers and stakeholders.

Our purpose is underpinned by four values that reflect

our commitment to delivering the best outcomes for

EROAD, our team, our customers, shareholders and wider

stakeholders:

We do what’s right

(Our people/customers)

We put customers at the heart of what we do.

We look after our people and put their safety & wellbeing first.

We focus on delivering quality outcomes.

We play as a team

(Teamwork/belonging)

We all play for the same team and that includes our customers and partners.

We value & respect diverse opinions and we work together to overcome challenges.

We embrace our differences and celebrate what makes us unique.

We learn & grow

(Mindset/innovation)

We listen to learn.

We own & learn from mistakes, choosing to hold a growth mindset.

We believe that curiosity fuels successful innovation.

We get it done

(Delivery/accountability)

We do what we say we will.

We prioritise to deliver the most important outcomes.

We take ownership and work together to get to a solution.

With respect to EROAD’s senior leaders, where the Board

deems that the achievement of objectives has not aligned

with EROAD’s purpose and values, or an executive is not

leading their teams as required by EROAD, their values

multiplier under the applicable STI Plan will be less than

100%. STI Plan payments are always at the discretion of the

Board and receipt of an STI Plan payment is not guaranteed,

even where performance criteria have been met.

Remuneration Key Principles and Risk Adjustment

EROAD seeks to attract and retain high-performing people

who deliver EROAD’s vision and strategies in accordance

with its values. The remuneration framework and structure

are designed to attract, motivate and retain top tier talent,

which is achieved through an approach that embodies the

following principles:

PrincipleDescription

AlignmentEROAD aims to ensure that a significant portion of the senior leadership’s team remuneration is

contingent on EROAD meeting its financial and strategic objectives, and the individual acting in

accordance with EROAD’s values

BalanceMarket competitive fixed remuneration is balanced with affordability

FlexibilityEROAD’s STI Plan and LTI Plan performance measures provide flexibility for EROAD to recognise

and reward individuals for outstanding contribution

FairnessEROAD’s remuneration structure ensures there is a direct link between performance and pay

TransparencyThere are no complicated performance measures that require extensive explanation. The remuner-

ation structure is clear, transparent, consistent, easy to understand and simple to administer

CompetitivenessEROAD’s remuneration structure helps attract, motivate and retain directors and executives who

contribute to EROAD’s business outcomes

Incentivising appropriate risk-taking and risk management

also underpins our remuneration principles and framework.

This approach is demonstrated in several ways:

• The RTNC has discretion to adjust Variable Remuneration

for STI Plan awards based on EROAD’s financial

performance and individual behaviour, including

adherence to the Code of Conduct and risk appetite;


The RTNC can also increase or decrease vesting outcomes,

including by reducing vesting to zero, based on a

principles-based approach to non-financial risk. RTNC

receives advice from the Chair of the Finance, Risk and

Audit Committee, the Chief People Officer and the General

Counsel and Company Secretary when deciding whether

to exercise discretion to adjust any year end remuneration

outcomes;


The Board retains sole discretion to issue shares relating to

the performance share rights granted to employees upon

cessation of employment.

EROAD 2023 ANNUAL REPORT
PAGE 132 PAGE 133

REMUNERATION REPORT |

CEO AND CFO REMUNERATION STRUCTURE AND OUTCOMES

Remuneration mix

The CEO and CFO’s target remuneration* mix for FY23 is as follows:

ffflffififi ā1 34 536

ffflffifi ā1 34

ffflffi

ffflffi

ffffflffiffififfiffiffiffflffiffififfiffiffiffflffiffififfiffiffiffflffiffififfiffiffiffflffififififfifififi

$883,430

$83,40916

$391,036

$83,40916

Gross Fixed Rem

LTI Shares

Fixed Remuneration is based on the total value of remuneration paid to Mark

Heine and Margaret Warrington in FY23 while they were in both the acting

and permanent CEO and CFO roles.

LTI Shares indicate the value of the shares vested to the CEO and CFO under

the FY20 LTI Plan.

* Target remuneration is the achievable remuneration provided the performance criteria are met.

** Realised remuneration is the actual amount received

The graph below represents the realised remuneration**

outcomes for EROAD’s CEO and CFO for FY23:

CEO Remuneration Summary

The CEO remuneration outcomes for the last 5 years are

as follows:

Name

Fixed Remunera-

tion Outcomes

Variable Remuneration Outcomes

Total Remuneration

Outcomes

Gross Fixed

Remuneration1

Cash STI paid

Value of LTI

shares vested2

Total Value of

Variable Rem

FY19 Steven Newman$567,120---$567,120

FY20Steven Newman$603,796$213,048-$213,048$816,844

FY21Steven Newman$603,044$133,902-$133,902$736,946

FY22Steven Newman$677,618$115,819$394,658$510,477$1,188,095

FY23Steven Newman3$435,843 -$351,480$351,480$787,323

FY23

Mark Heine

(as Acting CEO)4

$147,369-$160,846$160,846$308,215

FY23

Mark Heine

(as permanent CEO)5

$575,215---$575,215

1

Gross Fixed Remuneration includes base salary payments and other benefits such as Kiwisaver contribution paid at 3%, annual leave entitlements, backpay

due to pay increases and additional allowances e.g. ‘higher duties allowance’.

2

All LTI awards are paid out as ordinary shares. The values set out are the total value of the shares vested according to the share price on the date the shares

vested.

3

Mr Newman resigned as CEO on 8 April 2022. Disclosures are made for his remuneration from 1 to 8 April 2022. Gross Fixed Remuneration includes holiday

pay.

4

Mr Heine stepped into the acting CEO role effective 8 April 2022 to 20 June 2022. Disclosures are made for his remuneration in the acting role between 8

April 2022 to 20 June 2022.

5

Mr Heine was appointed permanent CEO on 21 June 2022. Disclosures are made for his remuneration from 21 June 2022 to 31 March 2023. This table does not

include the Share Retention Plan PSRs that vested on 6 April 2023. These are outlined on page 139 of this report.

56.2%

56.2%3924

39.3%

56.2%394

56.2

4.4%

19.4%

19.4%725

77.9%

19.4%7245

19.4

2.5%

CEOCFO

EROAD 2023 ANNUAL REPORT
PAGE 134 PAGE 135

REMUNERATION REPORT |

CFO Remuneration Summary

The CFO remuneration outcomes for the last 5 years are

as follows:

Name

Fixed

Remuneration

Outcomes

Variable Remuneration Outcomes

Total Remuneration

Outcomes

Gross Fixed Remu-

neration1

Cash STI paid

Value of LTI

shares vested2

Total Value of

Variable Rem

FY19 Alex Ball$89,610---$89,610

FY20Alex Ball$405,105$49,725-$49,725$454,830

FY21Alex Ball$412,822$78,598-$78,598$491,420

FY22Alex Ball$424,931$66,880-$66,880$491,811

FY23Alex Ball3$125,4564$199,769$290,421$490,190$615,646

FY23

Margaret Warrington

(as Acting CFO)5

$216,300-$30,061$30,061$246,361

FY23

Margaret Warrington

(as permanent CFO)6

$144,675---$144,675

1 Gross Fixed Remuneration includes base salary payments and other benefits such as Kiwisaver contribution paid at 3%, annual leave entitlements, backpay

due to pay increases and additional allowances eg. “higher duties allowance”.

2 All LTI awards are paid out as ordinary shares. The values set out are the total value of the shares vested according to the share price on the date the shares

vested.

3 Following Mr Ball’s resignation announcement on 17 February 2022, he remained as CFO until May 2022. Disclosures are made for his remuneration between

1 April to 13 May 2022.

4 Includdes holiday pay

5 Ms Warrington stepped into the Acting CFO role following Mr Ball’s departure. Disclosures are made for her remuneration in the acting role between 1

3 May 2022 to 30 November 2022. This table does not include the Share Retention Plan PSRs that vested on 6 April 2023. These are outlined on page 139 of

this report.

6 Ms Warrington was appointed permanent CFO, effective from 1 December 2022. Disclosures are made for her remuneration from 1 December 2022 to

31 March 2023.

Total Fixed Remuneration

Total Fixed Remuneration is the combination of base

salary and benefits. This is benchmarked against a group

of comparable companies, with the median level of

pay being used as the basis. For executive and senior

leadership team roles, pay ranges are established based on

a peer group of companies with similar sales revenue and

market capitalisation in the same location as the role. This

approach allows us to implement a non-discriminatory pay

structure that offers equal pay for equal work value across

all employees at EROAD. Contractual and discretionary

benefits vary between regions. Executives and the

CEO must participate in periodic performance reviews

measuring their achievement against operational and

strategic objectives. The results of the performance review

forms the basis of any remuneration review.

The outcome of the FY23 remuneration benchmarking

review highlighted that fixed remuneration for the CEO and

CFO was slightly lower than the median of our peer group.

As a result of the review, the following changes were made,

bringing both the CEO’s and CFO’s fixed remuneration

closer to the median of the peer group:

• The new CEO’s base salary was set at $700,000

(compared to $677,618 of the previous CEO), effective 21

June 2022.


T

he new CFO’s base salary was set at $420,000

(compared to $410,606 of the previous CFO), effective 1

December 2022.

Short Term Incentive

STI is a variable component of remuneration designed to

motivate, encourage and reward right behaviours near-

term. In FY23, EROAD’s STI Plan was structured to link cash

incentives to achievement of specific annual performance

targets, with the amount based on a percentage of

the participant’s fixed base salary. The RTNC reviews

and approves executive and key senior role objectives,

promoting alignment between shareholder value

creation and employee rewards. STI Plan entitlements

for FY23 were based on 6-month performance periods

(commencing 1 April and 1 October each year), aligned to

investor cycles and outcomes. STI Plan entitlements are

determined by group performance against shared team

goals. The annual review of STI Plan objectives takes into

account group, business unit and individual executive

performance. All STI payment is at the discretion of

the Board. Entitlement is not guaranteed even where

performance criteria have been met.

In FY23, the CEO was under his own separate STI Plan.

Since the CEO was newly appointed to the role, the Board

wanted to ensure that his performance was evaluated

separately from the rest of the executive team. This was

done to align his incentives with the specific financial

goals he was tasked with achieving. While the CEO was

under a separate plan, it was still designed to promote

alignment between shareholder value creation and

employee rewards, with incentives linked to specific annual

performance targets.

The CEO STI and FY23 STI Plans are described in detail in

the following tables:

EROAD 2023 ANNUAL REPORT
PAGE 136 PAGE 137

REMUNERATION REPORT |

ElementDetails

CEO STIFY23 STI Plan

Purpose

Reward and retain the CEO for FY23 in order

to deliver on FY23 goals. Drive longer-term

performance, align incentives of the CEO with the

interests of EROAD’s shareholders and encourage

longer term decision-making by CEO.

Rewards achievement of Board-set annual

performance targets creating alignment between

shareholder value creation and employee reward.

Target opportunity Cash payment of up to 70% of base salary. Cash payment of up to 25% of base salary.

Performance and pay out leverage

Financial:

• Reported Revenue: Minimum opportunity of

20% for Reported Revenue above $150,000,000.

Maximum opportunity of 100% for Revenue

greater than $170,000,000.

• Normalised EBIT: Minimum opportunity of

20% for EBIT above ($5,000,000). Maximum

opportunity 100% for any positive EBIT.

Strategic:

Completion of the Strategic Review: Minimum

opportunity of 100% pay out upon Board’s

approval of the new Strategy.

Performance

Level

Performance

as % Target

Award

as % Target

Threshold



75% 50%

Ratable Straight Line Basis

Target



100% 100%

Ratable Straight Line Basis

Overachieve-

ment

150%150%


< Award capped at 150% even if performance

exceeds 150%

Performance periodFull financial year 1 April 2022 to 31 March 2023

6-month periods commencing 1 April and 1 Octo-

ber each year.

Objectives

Financial: 60% based on EROAD’s performance

against the metrics of Reported Revenue (30%)

and Normalised EBIT (30%).

Non-Financial: 40% based on achievement of

selected strategic objectives, namely completion

of the company Strategic Review approved by

the Board.

Each objective has a specific target and stretch

level of performance, as described under the

“Performance and pay out leverage” section above.

Financial: 40% based on EROAD’s performance

against the metrics of Normalised EBITDA,

Customer Lifetime Value and Free Cash Flow.

Non-Financial: 60% based on achievement of

strategic initiatives such as customer retention

and customer NPS, future-focused development

and operational excellence performance

measures in accordance with EROAD’s annual

business plan.

Each objective has a specific target and stretch

level of performance, as described under the

“Performance and pay out leverage” section above.

Objectives setFollowing completion of financial year budgets.

ElementDetails

Performance evaluation

The RTNC reviews the CEO’s performance and

makes a recommendation to the Board.

The Board will, in its sole discretion, assess wheth-

er the performance targets have been met within

90 days of the end of FY23.

The CEO reviews executive performance and

makes a payment recommendation to the RTNC.

H1 FY23 performance was reviewed and outcomes

determined in November 2023. H2 FY23 outcomes

were determined in May 2023.

STI payment

The Board will, in its sole discretion, determine

whether to pay a STI payment and, if so, what

amount to pay, within 90 days of the end of FY23.

The FY23 STI Plan stipulates that payments,

if any, are made on a six-monthly basis upon

determination of the STI Plan payment by the

RTNC for the CEO and by the CEO for the CFO

and senior executives. However, such payments

are subject to the Board‘s approval and at its

sole discretion.

CEO STI Plan and FY23 STI Plan outcomes for FY23 are as follows:

CEO STI PLAN OUTCOMES

MetricWeightingTotal achievementPay out

FY23

Financial*60%2 7. 6 %

Target opportunity 70% of CEO base salary

Non financial – general**40%40%

Total STI Plan pay-out H1

FY23

67. 6 %67.6% of the total STI target opportunity

*Financial metric includes Normalised EBIT and Reported Revenue

**Non-financial metric includes completion of the company Strategic Review approved by the Board

FY23 STI PLAN OUTCOMES

MetricWeightingTotal achievementPay out

H1

FY23

Financial*40%0%0%

Non financial – general**60%0%0%

Total STI Plan pay-out H1

FY23

0%

H2

FY23

Financial*40%38%

75% achievement = 50% pay-out plus linear %

movement up to 100%

Non-financial- general**60%41%

Total STI Plan pay-out H2

FY23

79%57%

*Financial metric includes EBITDA, Customer Lifetime Value and Free Cashflow performance measures

**Non-financial metric includes strategic initiatives, future-focused development and operational excellence performance measures

EROAD 2023 ANNUAL REPORT
PAGE 138 PAGE 139

REMUNERATION REPORT |

Long Term Incentive

EROAD’s LTI Plan is designed to motivate and retain key

executive and senior employees who can influence the

company’s performance by offering performance-based

incentives that align with EROAD’s strategic objectives and

long-term value creation. The Board retains discretion over

the terms of a participant’s participation in the plan (with

the agreement of the participant) or to amend the plan

rules or grant if it considers the interests of the participants

are not materially affected.

As reported in last year’s Remuneration Report, the FY20

LTI Plan performance metrics were exceeded as with the

growth of total contracted units surpassing the 100%

threshold target of 206,563 units by an additional 574

units. 101% of the performance share rights granted to

the participants vested on 26 May 2022 with the issue of

401,125 shares.

CEOCFO

Shares vested in FY23

for FY20 LTI plan

55,46410,263

EROAD did not operate a LTI Plan in FY23 and is intending

to implement a new LTI Plan commencing FY24.

Share Retention Plan

EROAD recognised that the retention of valuable

employees was more critical than ever as we underwent

a period of significant change within the company. As

such, during FY23, EROAD operated a Share Retention

Plan under which invited participants were granted

performance share rights which entitled them to receive

EROAD ordinary shares should they remain employed by

EROAD on a particular date. The Plan’s primary purpose

was to incentivise key employees to stay on board and

contribute to EROAD’s success during the transformation

phase. Grants under this Plan were exclusive to FY23, no

further grants are intended under the Plan in FY24.

Following the end of FY23 and upon participants having

met the retention metrics under the Plan, a total of

290,672 performance share rights vested in favour of the

participants on 6 April 2023.

The FY23 Share Retention Plan details for the CEO and

CFO are outlined in the following table:

FY23 Share Retention Plan

ElementDetails

Purpose

Reward and retain key EROAD executives and senior leadership members for FY23 in order to deliver

on FY23 goals, drive longer-term performance, align incentives of the Plan participants with the inter-

ests of EROAD’s shareholders and encourage longer term decision-making by Plan participants.

Issue Date13 October 2022 for the CEO and 28 July 2022 for the CFO

Vesting date31 March 2023

Opportunity

CEO: 88,983 PSRs*

CFO: 22,034 PSRs*

The total number of share rights issued was calculated at a value of 30% of the CEO base salary and

20% of the CFO base salary, using the five day Volume Weighted Average Price (VWAP) of EROAD

shares prior to the Issue Date (NZ$2.36 per share).

Mechanism

Share rights are issued for nil consideration to Plan participants. Share rights convert to shares for nil

consideration if the employee remains employed by EROAD on the Vesting Date. Share rights do not

attract dividends or other distributions and cannot vote. On exercise by the Board, each share right

converts to one fully paid ordinary EROAD Limited share ranking equally with all other EROAD Limited

ordinary shares.

Retention Period

28 July 2022 to 31 March 2023 for the CFO

13 October 2022 to 31 March 2023 for the CEO

Retention Metric

Participant remains an employee of EROAD until the Vesting Date and has not been subject to any

disciplinary action or performance management process during the Performance Period.

Cessation of employment

Participant loses their entitlement to the shares and share rights will lapse. The Board retains discre-

tion to issue some or all shares following cessation of employment, subject to such conditions as the

Board sees fit.

Rights issue, bonus issue,

reconstruction, takeover

Entitlements will be adjusted so as not to prejudice participants’ entitlements. The Board has broad

discretion to determine the appropriate treatment of vested and unvested share rights on a change of

control.

* Vested on 6 April 2023

EROAD 2023 ANNUAL REPORT
PAGE 140 PAGE 141

REMUNERATION REPORT |

CEO and CFO Shareholdings

Ordinary SharesBalance at 1 April 2022

FY20 LTI shares vested

(after tax)

Balance at 31 March 2023

Mark Heine67, 2 5 233,833101,085

Margaret Warrington1,2916,3237, 61 4

CEO and CFO employment conditions

ItemDetails

Basis of contractOngoing (no fixed term)

Notice period

CEO: 6 months by either party

CFO: 3 months by either party

Termination payment entitlements

CFO: Standard legal entitlements apply including payment of holiday pay. For no fault termination,

the CEO will receive a severance payment equivalent to 6 months base salary and STI entitlements

may be paid out at the Board discretion.

CFO: Standard legal entitlements only.

Base salarySubject to annual review (but no adjustments to base salary are guaranteed)

DIRECTOR REMUNERATION

The RTNC is responsible for establishing and monitoring

remuneration policies and guidelines for directors which

enable EROAD to attract, motivate and retain a high calibre

of directors who will contribute to the successful governing

of EROAD and create value for shareholders.

When determining the fees for non-executive directors

and Chairs of the Board and our committees, the Board

considers the need to maintain appropriately experienced

and qualified directors in accordance the fee levels for

comparable listed companies in New Zealand, Australia

and United States.

In 2021, the total non-executive director remuneration

pool was fixed at $850,000, this has not changed in

FY23. Under the company Remuneration Policy, non-

executive directors do not receive any performance-based

remuneration and no retirement payments are made to

directors or executive employees for their service.

Annual fees payable for FY23 to non-executive directors

are as follows:

Country of residenceChairDirector*

Finance, Risk and

Audit Committee

Chair**

Remuneration, Talent and

Nomination Committee

Chair**

Technology Committee

Chair**

New Zealand ($NZD)150,00095,00015,00012,000

Australia ($AUD)95,000

United States ($USD)96,00012,000

*EROAD’s Remuneration Policy allows for additional payments to be made to directors for specific projects they are involved in, including chairing committees.

**EROAD does not pay committee members additional fees for their roles on such committees.

EROAD 2023 ANNUAL REPORT
PAGE 142 PAGE 143

REMUNERATION REPORT |

EROAD does not intend to increase the base fees for

directors over the next year without shareholder approval.

A special annual pool is reserved to provide flexibility for

the remuneration of non-executive directors who assume

additional responsibilities throughout the year, such

as attending ad hoc Board committees or performing

additional services for EROAD. This pool is capped at

10% of the total remuneration pool available for use for

directors’ fees. As the current total remuneration pool is

$850,000, no more than $85,000 will be reserved for the

special annual fee pool. No special fees were paid in FY23.

Non-executive directors received the following directors’

fees from EROAD in the year ended 31 March 2023. All fees

are in NZD unless otherwise indicated:

Base feeFee for Finance,

Risk and Audit

Committee Chair

Fee for Remuneration,

Nomination Talent and

Committee Chair

Fee for

Technology

Committee Chair

Total

remuneration

received for FY23

Graham Stuart$150,000

(Board Chairman

--$150,000

Barry Einsig

USD$96,000--USD $7,000***USD$103,000

Anthony Gibson *

$95,000-$12,000-$107,000

Susan Paterson

$95,000$15,000--$110,000

Selwyn Pellett**

$95,000---$95,000**

Sara Gifford

USD$96,000---USD$96,000

* Tony Gibson is not up for re-election at the 2023 Annual Shareholders’ Meeting.

** Selwyn Pellett was classified as a non-executive director from 24 November 2022.

*** The Technology Committee was established September 2022 therefore Barry Einsig’s fees were prorated.

Non-executive directors do not take a portion of

their remuneration under a share plan. Ownership of

EROAD shares by Directors is encouraged rather than a

requirement. When Directors are acquiring shares they are

encouraged to buy on-market. Their ownership interests

are disclosed in the “Directors’ Shareholdings” section of

this report.

Non-executive directors are entitled to be reimbursed

for reasonable costs directly associated with attending

the Board meetings. Executive directors do not receive

remuneration for their role as a director of EROAD. EROAD

does not currently have any executive directors.

No EROAD director or employee receives or retains any

remuneration or other benefits in their capacity as a

director of that subsidiary.

EMPLOYEE REMUNERATION

The following table sets out the number of current and

former employees whose Base Salary for FY23 were above

NZ$100,000 in value.

EROAD has employees in New Zealand, the United States

and Australia with remuneration market levels which differ

between the three countries. Of EROAD’s 344 employees

noted in the table below who received remuneration and

other benefits that exceed NZ $100,000 in value, 90 (26%)

are employed by EROAD in the United States of America,

16 (5%) in Australia and 238 (69%) in New Zealand.

The overseas remuneration amounts in US dollars and

Australian dollars are converted into New Zealand dollars.

NZ$ Total

100,000 - 110,00044

110,000 - 120,00041

120,000 - 130,00048

130,000 - 140,00039

140,000 - 150,00037

150,000 - 160,00018

160,000 - 170,00021

170,000 - 180,00015

180,000 - 190,0006

190,000 - 200,00011

200,000 - 210,0009

210,000 - 220,0007

220,000 - 230,0004

230,000 - 240,0003

240,000 - 250,00010

250,000 - 260,0005

260,000 - 270,0001

270,000 - 280,0003

280,000 - 290,0003

320,000 - 330,0002

350,000 - 360,0002

360,000 - 370,0001

370,000 - 380,0002

380,000 - 390,0003

390,000 - 400,0003

400,000 - 410,0001

410,000 - 420,0002

640,000 – 650,0002

690,000 – 700,0001

Total344

EROAD 2023 ANNUAL REPORT
PAGE 144 PAGE 145

REGULATORY DISCLOSURES |

Regulatory disclosures

DIRECTORS

The persons who held office as directors of EROAD Limited

at any time during the year ended 31 March 2023, are as

follows:

Graham StuartChairman, Non-Executive, Independent

Anthony GibsonNon-Executive, Independent

Susan PatersonNon-Executive, Independent

Barry EinsigNon-Executive, Independent

Selwyn PellettNon-Executive Director

Sara GiffordNon-Executive, Independent

SUBSIDIARY COMPANY DIRECTORS

The persons who held office as directors of EROAD

Limited’s subsidiaries at any time during the year ended 31

March 2023.

EROAD Financial

Services Limited

(New Zealand)

Anthony Gibson

EROAD Australia Pty

Limited (Australia)

Konrad Stempniak,

Margaret Warrington

EROAD Inc. (USA)

Mark Heine, Margaret Warrington,

Akinyemi Koyi, Tracey Herman

EROAD LTI Trustee

Limited

Anthony Gibson

INTERESTS REGISTER

In accordance with Section 140(2) of the Companies Act,

the directors named below have made a general disclosure

of interest by a general notice disclosed to the Board and

entered in the Company’s interests register. General notices

given by directors which remain current as at 31 March

2023 are as follows:

Graham Stuart

DirectorTower Insurance Limited

Director and

Shareholder

Leroy Holdings Limited

DirectorVinPro Limited

Director

Northwest Healthcare Properties

Management Limited (Northwest

manages the Vital Healthcare Property

Trust)

DirectorMetro Performance Glass Limited

ConsultantFTP Solutions Pty Limited

DirectorH4G Limited

Anthony Gibson

DirectorInspicere Limited

Director and Share-

holder

AMG Consulting Limited

DirectorMarsden Maritime Holdings Limited

Managing Director/

CEO

Vehicle Inspection New Zealand

Susan Paterson

DirectorArvida Group Limited

DirectorLes Mills Holdings Limited

Director (Chair) Steel & Tube Holdings Limited

Director and

Shareholder

Theta Systems Limited

Board MemberLodestone Energy

Leadership Group

Member

The Aotearoa Circle, Low Carbon

Aotearoa Workstream

DirectorReserve Bank of New Zealand

Director (Chair)Evolution Healthcare

Barry Einsig

Senior Manager/

Consultant and

Shareholder

Econolite

PrincipalCAVita LLC

FounderBarry C. Einsig Advisory Services LLC

Sara Gifford

Director and

Shareholder

Spiro

Co-Founder, Director

and Shareholder

Activote

Selwyn Pellett

Director and

Shareholder

PACE Limited

Director and

Shareholder

Storm Distribution Limited

Director and

Shareholder

Swaytech Limited

ShareholderContex Engineers Limited

Director and

Shareholder

Streamline Business NZ Limited

Director and

Shareholder

Streamline Business Group Limited

Director and

Shareholder

KTX Limited

Director and

Shareholder

AIGA Limited

Director and

Shareholder

Swayevents Limited

DirectorAcume Limited

DirectorRipple 4 Charities Limited

DirectorAdmin Army Limited

Director and

Shareholder

Reyburn Investments Limited

SHARE DEALINGS BY DIRECTORS

In accordance with Section 148(2) of the Companies Act,

the Board has received disclosures from the directors

named below of acquisitions or dispositions of relevant

interests in the Company between 1 April 2022 and 31

March 2023, and details of those dealings were entered in

the Company’s interests register. The particulars of such

disclosures are:

Selwyn Pellett

1. Acquired a total of 236,710 ordinary shares at $2.45

per share. The transactions took place on 31/05/2022,

03/06/2022 and 07/06/2022.

2.

Was issued a total of 252,687 ordinary shares at $6.00 per

share in partial satisfaction of the contingent consideration

for the acquisition of Coretex. The issue took place on

38/12/2022.

Graham Stuart

3. Acquired 35,000 ordinary shares at $1.50 per share on

30/06/2022.

USE OF COMPANY INFORMATION

There were no notices from directors of the Company

requesting to use Company information received in their

capacity as directors that would not otherwise have been

available to them.

DIRECTORS’ AND OFFICERS’ INSURANCE

AND INDEMNITY

EROAD has arranged, as provided for under the Compa-

ny’s constitution, policies of directors’ and officers’ liability

insurance which, with a Deed of Indemnity entered into

with all directors, ensures that generally directors will incur

no monetary loss as a result of actions undertaken by them

as directors. Certain actions are specifically excluded, for

example, the incurring of penalties and fines that may be

imposed in respect of breaches of the law.

DIRECTORS’ RELEVANT INTERESTS

The following directors held relevant interests in the follo-

wing ordinary shares in the Company as at 31 March 2023:

NameOrdinary shares

Graham Stuart105,000

Anthony Gibson616,662

Susan Paterson16,561

Selwyn Pellett2,325,203

ANNUAL SHAREHOLDERS’ MEETING

Once the date, time, and location of the ASM are

determined, the company will inform shareholders

accordingly.

EROAD 2023 ANNUAL REPORT
PAGE 146 PAGE 147

REGULATORY DISCLOSURES |

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS

Holding Range Number of holders%

Number of

ordinary shares

%

1 to 9991,54837610,2060.55

1,000 to 4,9991,475353,375,1093.00

5,000 to 9,999472113,157,3052.80

10,000 to 49,9995431311,133,4649.89

50,000 to 99,9997124,672,2774.15

100,000 and over88289,624,55178.61

Total4,197100112,572,912100.00

The details set out above were as at 31 March 2023. The Company only

has one class of shares on issue, ordinary shares, and these shares are

quoted on the NZX and ASX Main Boards.

SUBSTANTIAL PRODUCT HOLDERS

According to notices given under the Financial Markets Conduct Act 2013,

the substantial product holders in ordinary shares (being the only class

of quoted voting products) of the Company and their relevant interests

according to the substantial product holder file as at 31 March 2023, were

as follows:

PRINCIPAL SHAREHOLDERS

The names and holdings of the 20 largest registered shareholders in the Company as at 31 March 2023 were:

Holder NameShares%

NMC Trustees Limited13,512,94212.59

National Nominees Limited - NZCSD7,995,8197. 4 5

Citicorp Nominees Pty Limited7,544,0157. 0 3

FNZ Custodians Limited 6,333,375 5.90

HSBC Custody Nominees (Australia) Limited5,801,3085.40

Accident Compensation Corporation - NZCSD5,217,291 4.86

National Nominees Limited3,029,4822.82

New Zealand Central Depository Nominee Limited2,420,5972.25

BNP Paribas Nominees (NZ) Limited 1,834,0381.71

Public Trust - NZCSD1,800,0001.67

John Grant Sinclair 1,582,8611.47

J E & A L Marris Trustees Limited1,535,751 1.43

Custodial Services Limited 1,482,5621.38

BNP Paribas Noms Pty Ltd1,380,0001.28

HSBC Nominees (New Zealand) Limited - NZCSD1,361,4311.26

Selwyn Pellett & Tracey Herman 1,354,1631.26

Movac Fund 4 Custodial Limited1,257,6791.17

JBWERE (NZ) Nominees Limited 1,171,1191.09

JP Morgan Nominees Australia Limited 881,5970.82

Jarden Securities Limited - NZCSD800,0000.74

Shareholder

information

Substantial product holderDate of NoticeNumber of shares % of shares on issue at

31 March 2023

Steven Newman (includes NMC Trustees Limited’s relevant interest)*05/08/202113,689,97012.15%

National Nominees Ltd ACF Australian Ethical Investment Limited23/05/20229,257,8418.22%

Commonwealth Bank of Australia09/01/20237,544,4696.70%

Mitsubishi UFJ Financial Group, Inc., First Sentier Investors (Australia)

IM Ltd, First Sentier Investors Realindex Pty Ltd

13/04/20227,359,5976.53%

Colonial First State Investments Limited28/07/20227,334,8356.51%

* Number of shares held reflects ongoing disclosure notice provided by Steven Newman on 27 May 2022 following the issue of ordinary shares pursuant to

EROAD’s Long Term Incentive Plan.

The total number of ordinary shares (being the only class of quoted voting

products) on issue in the Company as at 31 March 2023 was 112,628,412.

EROAD 2023 ANNUAL REPORT
PAGE 148 PAGE 149

REGULATORY DISCLOSURES |

NZX WAIVERS

No waivers were granted in FY23.

DISCIPLINARY ACTION TAKEN BY THE NZX

The NZX has not taken any disciplinary action against the

Company during the year ended 31 March 2023.

AUDITOR’S FEES

KPMG has continued to act as auditor of EROAD and our

subsidiaries. The amount payable by EROAD and our

subsidiaries to KPMG as audit fees during the year ended

31 March 2023 was $0.5m The amount of fees payable to

KPMG for non-audit work during the year ended 31 March

2023 was $0.4m. Note 5 in the Financial Statements

section of this Annual Report includes a detailed

breakdown of auditor’s fees for audit and non-audit work.

DONATIONS

EROAD does not make any political donations.

We did make donations to organisations including the

Red Cross, HUHA, SPCA, Brake and St Johns Ambulance

through our subsidiaries totalling $5,000 during the year

ended 31 March 2023..

CREDIT RATING

EROAD does not currently have a credit rating.

Other

information

Directory

Registered Office

in New Zealand

Registered Office

in North America

Registered Office

in Australia

Level 3, 260 Oteha Valley Road,

Albany, Auckland, New Zealand

15110 Avenue of Science,

Suite 100, San Diego,

United States of America 92128

Level 36, Tower 2 Collins Square

727 Collins Street, Docklands,

VIC 3008, Australia

Investor Relations

and Sustainability

Enquires

Managing your

Shareholding Online

Share Register -

New Zealand

Address: EROAD Limited,

PO Box 305 394 Triton Plaza,

North Shore,

Auckland

Email: investors@eroad.com

Telephone: 0800 437 623

Changes in address and investment

portfolios can be viewed and

updated online:

www.computershare.co.nz/

investorcentre.

You will need your CSN and FIN

numbers to access this service.

Computershare Investments Services

Limited

Private Bag 92119, Victoria Street,

West Auckland 1142, New Zealand

Email: enquiry@computershare.co.nz

Telephone: +64 9 488 8777

Website: www.computershare.co.nz/

investorcentre

Legal Advisors Bankers

Chapman Tripp

Level 34 Commercial Bay

Auckland 1010

PO Box 2206, Auckland 1140

Telephone: +64 9 357 9000

ANZ

ASB

Bank of New Zealand

HSBC

Wells Fargo

EROAD 2023 ANNUAL REPORT
PAGE 150 PAGE 151

REGULATORY DISCLOSURES |

ANNUALISED MONTHLY RECURRING

REVENUE (AMRR)

A non-GAAP measure representing monthly Recurring

Revenue for the last month of the period, multiplied by 12.

It provides a 12 month forward view of revenue, assuming

unit numbers, pricing and foreign exchange remain

unchanged during the year.

ASSET RETENTION RATE

The number of Total Contracted Units at the beginning of

the 12 month period and retained as Total Contracted Units

at the end of the 12 month period, as a percentage of Total

Contracted Units at the beginning of the 12 month period.

COREHUB

EROAD’s next generation telematics hardware that collects

rich data, meets electronic logging device certification.

COSTS TO ACQUIRE CUSTOMERS (CAC)

A non-GAAP measure of costs to acquire customers. Total

CAC represents all sales & marketing related costs. CAC

capitalised includes incremental sales commissions for

new sales, upgrades and renewals which are capitalised

and amortised over the life of the contract. All other CAC

related costs are expensed when incurred and included

within CAC expensed.

COSTS TO SERVICE & SUPPORT (CTS)

A non-GAAP measure of costs to support and service

customers. Total CTS represents all customer success

and product support costs. These costs are included in

Administrative and other Operating Expenses.

CALENDAR YEAR (CY)

12 months ended 31 December.

EBITDA

A non-GAAP measure representing Earnings before

Interest, Taxation, Depreciation and Amortisation (EBITDA).

Refer Consolidated Statement of Comprehensive Income in

Financial Statements.

EBITDA MARGIN

A non-GAAP measure representing EBITDA divided

by Revenue.

EHUBO, EHUBO2 and EHUBO 2.2

EROAD’s first and second generation electronic distance

recorder which replaces mechanical hubo-dometers.

Ehubo is a trade mark registered in New Zealand, Australia

and the United States.

ELECTRONIC LOGGING DEVICE (ELD)

An electronic solution that synchronises with a vehicle

engine to automatically record driving time and hours of

service records.

ENTERPRISE

A fleet of more than 500 vehicles in North America and

more than 150 vehicles in Australia or New Zealand.

FREE CASH FLOW

A non-GAAP measure representing operating cash flow

and investing cash flow reported in the Statement of Cash

Flows.

FUTURE CONTRACTED INCOME (FCI)

A non-GAAP measure which represents contracted

Software as a Service (SaaS) income to be recognised as

revenue in future periods. Refer Revenue Note 2 of the

FY23 Financial Statements.

FINANCIAL YEAR (FY)

Financial year ended 31 March.

HALF ONE (H1)

For the six months ended 30 September.

HALF TWO (H2)

For the six months ended 31 March.

MONTHLY SAAS AVERAGE REVENUE

PER UNIT (ARPU)

A non-GAAP measure that is calculated by dividing the

total SaaS revenue for the year reported in Note 2 of the

FY23 Financial Statements, by the TCU balance at the end

of each month during the year.

NORMALISED EBITDA

Excludes one-off items including acquisition accounting

adjustments ($9.6m) and integration costs ($3.4m). FY22

normalisations include acquisition accounting revenue

($1.3m) , due diligence costs ($2.0m), transaction costs

($1.6m), and integration costs ($4.0m).

NORMALISED EBITDA MARGIN

Excludes one-off items, consistent with the definition

provided for Normalised EBITDA

NORMALISED REVENUE

Excludes the one-off acquisition accounting revenue in

FY23 ($9.6m).

ROAD USER CHARGES (RUC)

In New Zealand, RUC is applicable to Heavy Vehicles and

all vehicles powered by a fuel not taxed at source. The

charges are paid into a fund called the National Land

Transport Fund, which is controlled by NZTA, and go

towards the cost of repairing the roads.

SAAS

Software as a Service, a method of software delivery in

which software is accessed online via a subscription rather

than bought and installed on individual computers.

SAAS REVENUE

Software as a service (SaaS) revenue represents revenue

earned from customer contracts for the sale or rental of

hardware, installation services and provision of software

services.

TOTAL CONTRACTED UNITS

Represents EROAD and Coretex branded units subject to a

customer contract both on Depot and pending instalment

and Coretex branded units currently billed.

UNIT

A communication device fitted in-cab or on a trailer. Where

there is more than one unit fitted in-cab or on a trailer, it is

counted as one unit (excluding Philips Connect).

360

A web-based platform that allows customers to access

data collected by CoreHub and the associated reports.

Glossary

---

TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 1

FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz

Results for announcement to the market

Name of issuer EROAD Limited

Reporting Period 12 months to 31 March 2023

Previous Reporting Period 12 months to 31 March 2022

Currency New Zealand Dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$165,235 46%

Total Revenue $174,856 52%

Net profit/(loss) from

continuing operations

($11,773) 15%

Total net profit/(loss) ($2,982) (69%)

Interim/Final Dividend

Amount per Quoted Equity

Security

No dividend declared

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

$0.08 $0.20

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

For commentary on the result, please refer to the investor

presentation and annual report for the year ended 31 March

2023.

Authority for this announcement

Name of person authorised

to make this announcement

Margaret Warrington

Contact person for this

announcement

Margaret Warrington

Contact phone number (09) 927 4700

Contact email address margaret.warrington@eroad.com

Date of release through MAP 24 May 2023


Audited financial statements for the year ended 31 March 2023 accompany this announcement.

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.