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Strong cash flow supports focused ANZ market expansion

Half Year Results20 November 2025ERDIndustrials

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Strong cash flow supports focused ANZ market expansion

21 November 2025

AUCKLAND, 21 November 2025: Leading transportation technology services company EROAD

Limited (NZX/ASX: ERD) today released its financial results for the 6 months ended 30 September

2025.

All numbers are stated in New Zealand dollars (NZ$) and relate to the six months ended 30 September

2025 (H1 FY26), unless stated otherwise. Comparisons relate to the six months ended 30 September

2024 (H1 FY25).


Financial Highlights

1


• Continued improvement in Free Cash Flow position (to the firm) rose to $6.2m in H1 FY26

compared to $0.1m in H1 FY25. This improvement is the result of ongoing enterprise customer

rollouts and price increases. When normalised for the temporary impact of the 4G upgrade

program, free cash flow (to the firm) was $16.7m.

• Revenue climbed to $99.1m for H1 FY26 from reported revenue of $95.9m in H1 FY25. This

represents a 3.3% increase against the prior comparable period. Growth in revenue was driven

by a 6.7% increase in ANZ offset by negative 1.5% growth in North America. Subscription

revenue, which excludes non-recurring hardware and service revenue, grew 5.4% against the

prior comparable period.

• Annualised Recurring Revenue (restated)

2

increased by $11.4m (6.9%) to $178.1m in H1

FY26 from $166.7m in H1 FY25, reflecting growth in ANZ offset by a decline in North America

and favourable foreign exchange rates.

• EBIT declined to negative $133.9m in H1 FY26 compared to $2.4m in H1 FY25. Normalised

3


EBIT, adjusted for a non-cash impairment to the North American assets, declined to $2.5m in

H1 FY26 from $4.7m in H1 FY25 due to lower capitalisation of R&D and accelerated

amortisation due to a large customer termination in North America.

• NPAT decreased to negative $144.2m in H1 FY26 from negative $1.5m in H1 FY25. The loss

was primarily driven by an non-cash impairment to the North American assets of $134.7m.


1

EROAD has presented certain non-GAAP financial measures as part of its H1 FY26 results, which EROAD’s directors

and management believe provide useful information as they exclude any impacts of one-offs which can make it difficult to

compare and assess EROAD’s performance. The non-GAAP financial measures EROAD has used in this document are

Annualised Recurring Revenue (ARR), EBIT, Normalised EBIT, and Free Cash Flow. A detailed reconciliation of non-GAAP

measures to EROAD’s reported financial information is included on EROAD’s website

(http://www.eroadglobal.com/global/investors/). General information about EROAD’s use of non-GAAP financial information is

included on page 2 of the H1 FY26 Investor Presentation.


2

Annual recurring revenue from subscriptions only. Excludes uncontracted hardware sales and non-recurring revenue

3

Normalised for the recognition of costs associated with the 4G hardware upgrade program in H1 FY26 and H1 FY25


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• Liquidity remains strong at $62.3m with a $70m of credit facility limit against $7.7m of net

debt to support growth and fund large enterprise deployments.


Operational Highlights

• Australian enterprise customer win to provide Cleanaway (ASX: CWY) with a comprehensive

vehicle monitoring solution to over 3,000 heavy vehicles. The deal adds over A$5m of ARR,

rolling out over the next 12 months.

• Asset retention remains high at 92.0% in H1 FY26 (NZ 92.1%; AU 95.5%; NA 91.0%).

• Substantial completion of 4G hardware upgrade with 87% of EROAD units 4G compatible

in ANZ as at 30 September 2025, increasing to 89.2% at the beginning of November 2025. A

further $2.5m - $4.5m is expected to be spent in the second half of the year to complete the

program, which will free up considerable cash in future periods.

Executive Chair John Scott said, ”Our success ultimately comes down to people — customers, partners,

and our team — and a shared belief that when you get those things right, everything else follows.

Few companies get to shape an industry twice. EROAD is one of them, and we intend to make it

count.”

CEO Mark Heine is committed to financial discipline while progressing EROAD to its next phase of

growth, “We’ll keep focusing on what we control: generating cash, delivering for customers, and

directing investment where it creates the most value. The opportunity in front of us is significant, and

the team is ready to make the most of it.

Across all markets, our priorities remain the same: deliver value to customers, convert that value into

recurring, profitable growth, and generate cash to fund the next opportunity. The 3G network

shutdown in NZ, now scheduled for completion in December 2025, will release additional cash

capacity and simplify operations. We’ve also increased our investment in customer operations to lift

the experience end-to -end, from faster onboarding to proactive support, so fleets can see value

sooner and stay with EROAD longer.”


Outlook

Heine added, “Our disciplined focus on free cash flow gives us the opportunity to decide where

growth capital should go. In October, we shared that new investment will be directed to the markets

where opportunity and conversion are strongest – in the near term that is Australia and New Zealand.

These are regions where we already have strong product market fit, credibility, and policy momentum.

Governments in both countries are moving toward usage-based and time-of-use charging, and

EROAD is uniquely positioned to help them get there.

The shift toward electronic and usage-based charging is one of the most significant infrastructure

transitions of the coming decade. In New Zealand, the Government’s plan to move all vehicles onto

electronic RUC represents a multi-year opportunity that builds directly on EROAD’s existing capability


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and credibility. Australia is now signalling similar intent, and we have previously worked with partners

at both state and federal levels to help shape practical solutions. These programmes will require

proven technology, data integrity and regulatory experience at scale, and no one has deeper, more

proven experience in electronic road charging than EROAD.

We are on track to deliver on our revised FY26 guidance, communicated in October 2025, supported

by the enterprise win in ANZ, price increases and continued growth in our core markets.”

• FY26 Revenue guidance of $197m to $203m

• FY26 ARR guidance of a $175m to $183m

• FY26 free cash flow (to the firm) margin of 5% - 8%, normalised for the 4G hardware

upgrade program


Corporate Governance

To help drive EROAD’s strategy, EROAD recently announced the appointment of John Scott as

Executive Chair. While EROAD has an Executive Chair, the Board has appointed David Green Lead

Independent Director and an Executive Oversight Committee of independent directors has been

established within the Finance, Risk and Audit Committee, to provide additional oversight.

The Board has also approved the Director’s Fixed Share Trading Plan, which is expected to start

following the release of our H1 FY26 results. From 1 December 2025, half of each director’s after-tax

fees, including John Scott’s temporary executive consultancy fee, will be applied to the on-market

purchase of EROAD shares on a quarterly basis. This change in the composition of director

renumeration will further align directors with shareholders and demonstrates their confidence in the

long-term value of EROAD’s strategy.


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, Ciara McGuignan, will give a

presentation on the financial and operational performance for H1 FY26 via webinar on Friday 21

November 2025 at 12:00pm NZT / 10am AEDT.

When: Friday 21 November 2025

Time: 12:00pm NZT / 10am AEDT

Topic: EROAD H1 FY26 Financial Results

Link: https://www.eroad.co.nz/investor-presentation/


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FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz

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

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

website under ‘presentations’ on www.

eroadglobal.com/investors/https://eroadglobal.com/investors/


Ends

For Investor enquiries please contact:

Jason Kepecs

jason.kepecs@eroad.com

NZ contact: +64 21 990 474

AU contact: +61 47 7711 136

For Media enquiries please contact:

Richard Llewellyn

richard@shanahan.nz

+64 27 523 2362



About EROAD

EROAD (NZX/ASX: ERD) is a hardware-enabled SaaS company delivering safety, compliance,

sustainability and efficiency solutions for complex vehicles fleets.

Its connected platform is used by commercial and government operators across New Zealand,

Australia and North America to manage vehicles, assets and drivers with greater visibility and control.

EROAD supports demanding, highly regulated fleet operations, including those moving food,

concrete and aggregates, enabling them to operate smarter, safer and more sustainably.

EROAD’s platform is built on a foundation of regulatory expertise, having delivered the world’s first

GPS-based road user charging system in New Zealand, where it remains the market leader today.

www.eroad.co.nz

---

EROAD (NZX: ERD ASX: ERD)
Financial Results

For the 6 months ended 30 September 2025 (H1 FY26)

21 Nov 2025

EROAD H1 FY26 Results | Page 2
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 numbers relate to the 6 months ended 30 September 2025 (H1 FY26)

and comparisons relate to the 6 months ended 30 September 2024 (H1

FY25), 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 presented certain non-GAAP financial measures as part of its

H1 FY26 results, which EROAD’s directors and management believe

provide useful information as they exclude any impacts of one-offs which

can make it difficult to compare and assess EROAD’s performance. Non-

GAAP financial measures are not prepared in accordance with NZ IFRS

(New Zealand International Financial Reporting Standards) and are not

uniformly defined, therefore the non-GAAP financial measures reported

in this presentation 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. Non-GAAP financial measures are not subject to audit or review.

The non-GAAP financial measures EROAD has used in this presentation

are identified and defined in the Glossary on page 27 of this presentation.

A detailed reconciliation of non-GAAP measures to EROAD’s reported

financial information is included on EROAD’s website

http://www.eroadglobal.com/global/investors/

Agenda
01 Results Overview

Highlights & Metrics

Geographic

02 Financials

Operations

Cash Flow

4G Hardware UpgradeProgram

03 Guidance

EROAD H1 FY26 Results | Page 3

EROAD H1 FY26 Results | Page 4
01

H1 FY26 Results

Overview

EROAD FY25 Results | Page 5
Reported Revenue

$99.1m

+3.3% H1 FY25 of $95.9m

Normalised EBIT

(3)

$2.5m

$4.7m H1 FY25

Reported EBIT of -$133.9m

includes goodwill impairment of

$134.7m

Free Cash Flow

(to the firm)

(1)

$6.2m

$0.1m H1 FY25

Normalised for 4G Upgrade: $16.7m

Total Units

253k

H1 FY25 254k

1

Annualised billing provided cash receipts of $2.8m for services to be provided in future period.

2

Annual recurring revenue from subscriptions only. Excludes purchased hardware sales and non-recurring revenue.

3

Excludes one-off 4G hardware upgrade program$1.7m (H1 FY25 $2.3m) and impairment of goodwill and other assets of $134.7m (H1 FY25 nil).

OUR PURPOSE

Delivering

intelligence you

can trust for a

better world

tomorrow

Powering visibility,

compliance and operational

excellence for fleets that

keep the world moving.

Positive results with stable growth and continued cash generation

H1 FY26 Financial Results

ARR (restated)

(2)

$178.1m

+6.9% H1 FY25 $166.7m

+3.0% in constant currency

ARPU

$59.94

+2.4% H1 FY25 $58.56m

4G upgrade costs

conclude this year

Future free cash flow

expected to align with

normalised levels.

EROAD H1 FY26 Results | Page 5

Should we

normalise for the

accelerated

amortisation

(ODFL) – result is

$4.2m vs $2.5m

without

EROAD H1 FY26 Results | Page 6
•Expanded partnerships to increase value and capability delivered to

customers, including Whip Around, HERE Technologies and deepened

relationship with Geotab.

•Expansion of Customer Operations teams both in markets and in Manila

to improve responsiveness and support.

•Customised workflows enabled through partnerships were critical in

securing enterprise win in the second half with Cleanaway in Australia.

•Produced $6 .2m of free cash flow, or $16.7m normalised for the temporary

impact of the 4G upgrade prog ram.

•4G upgrade program ends this year, freeing up considerable cash in

future periods.

•Disciplined cost m anagem ent, operating leverag e, and deliberate

choices to protect margins while supporting growth.

•Strong balance sheet with $62.3m of liquidity.

•Priority allocation of new growth investment to Australia and New

Zealand where opportunities are hig h.

•North America remains a key market, however slower economic

conditions require prudent investment.

•Softer market conditions combined with reprioritisation of ANZ

and the non-renewal of a large customer, resulted in an

impairment of goodwill and other assets of $134.7m being

recorded.

•Focused investment on capitalising on eRUC opportunity in NZ with look

to the future in global markets.

•EROAD is already the established leader in electronic RUC (eRUC) for

commercial fleets in NZ and is uniquely positioned to capture the

additional 3.5 million passenger vehicles.

•Global fuel tax revenues are falling behind funding requirem ents,

resulting in m ore markets looking at user pays models such as eRUC.

CUSTOMER FOCUS AND ENHANCEMENT

CASH GENERATION

REGIONAL MARKET CONDITIONS

eRUC PASSENGER OPPORTUNITY

Positive free cashflow and focus on eRUC market expansion opportunities

Steady operational delivery and disciplined investment

EROAD H1 FY26 Results | Page 7
Free cash flow has progressed from

early negative periods, through a

clear inflection in FY24 and FY25, to

stable and strengthening underlying

cash generation.

Enterprise momentum in Australia is

driving sustained double-digit ARR

growth, with recent wins expanding

EROAD’s footprint and visibility ahead

of eRUC adoption.

New Zealand is the first mover on

eRUC, but the potential is global.

Strong cash generation and the

momentum we’re seeing in Australia

give us the platform to engage.

FCF (NZ$m)Australian GrowtheRUC Opportunity

Strong cash generation and a multi-region model provide flexibility to accelerate where market

conditions are favourable

Financial discipline driving sustainable growth

H1 FY25H1 FY26H1 FY26 +

Cleanaway

$11.7m

$15.3m

Future ARR

impact from

new Cleanaway

deal

FCF (NZ$m)

H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26

FCFNormalised FCF

$1.5$0.1$16.0$6.2

$(0.2)

$(8.2)

FCF stabilised on

a normalised

basis

$16.7$17.4

$6.2

$8.0

$2.8

NZAUUS

Vehicles (m)

4.7m

21.7m

283.4m

4.6x

60x

EROAD H1 FY26 Results | Page 8
•6 August 2025 - Government announces plan

to transition all vehicles to eRUC

•11 November 2025 – Bill introducing Time of

Use (Congestion Charging) passes third

reading in Parliament

•13 November 2025 –Government introduces

Bill to prepare RUC system for addition of

light petrol vehicles and support new tolling

provisions

•November/December 2025 - Ministry of

Transport expected to issue second RFI on

RUC legislation changes

•2026 – Bill to amend RUC legislation to be

sent to Select Committee with passage

expected in 2026

•2027 – Government proposes to commence

new RUC system

TIMELINE

Waiting for

Michelle to

provide EBITDA

ex Intercompany

New Zealand’s transition to universal electronic road user

charging

EROAD’s established infrastructure, regulatory

trust, and market share make it the logical

platform for national delivery, with future

potential to export this capability to other

jurisdictions pursuing usage-based charging.

EROAD pioneered eRUC in NZ

and facilitated ~$946m in RUC

collection in the year to

September 2025 on behalf of the

NZ Government

•1 April 2024 - Light EVs & plug-in hybrids

(< 3.5 t) required to pay RUC

•6 August 2025 - Government announces

plan to transition all vehicles to eRUC

•2026 - Legislation & operational reform

phase

•2027 - New RUC system “open for

business”

•1 July 2027 - Heavy EVs (> 3.5 t) required to

pay RUC

EROAD H1 FY26 Results | Page 9
New Zealand’s nationwide eRUC program provides a proven model as governments worldwide

move from fuel taxes to distance-based charging

Usage-based road funding is gaining global momentum

New Zealand

50b kms

Distance Travelled

Australia

260b kms

Distance Travelled

United States

5.1t kms

Distance Travelled

Infrastructure

Funding Gaps:

States face an annual

shortfall of US $8.6 b

just to maintain roads

and bridg es; California

alone projects a US

$4.4 b decline in fuel-

tax revenue over 10

years

EROAD’s experience operating a national

electronic road-charging platform

positions it to support governments and

infrastructure partners as usage-based

funding accelerates globally.

4.7m

Vehicles

21.7m

Vehicles

283.4m

Vehicles

4.6x

Registered

Vehicles Size

vs NZ

60x

Registered

Vehicles Size

vs NZ

Sources: NZ: Ministry of Transport: The New Zealand 2024 Vehicle Fleet Data Spreadsheet, AU: Bureau of Infrastructure and Transport Research Economics (BITRE): Yearbook

2024, US: U.S. Department of Transportation, Bureau of Transportation Statistics: Transportation Statistics Annual Report 2024

EROAD H1 FY26 Results | Page 10
RUC-for-all progress

While the NZ Government work to define the full requirements continues, we’re progressing product,

commercial readiness, and adjacent opportunities to ensure EROAD is positioned to lead execution

once the program begins.

PRODUCT

Building and testing pathways to

be deployment-ready when

requirements are confirmed.

Rapid prototyping of models and

approaches, including;

•Direct to consumer

•Platform

•White-label

Technical discovery and system

design

Identifying technology partners

and suppliers to support rapid

development

COMMERCIAL

Validating viable business models

and preparing routes to market.

Assessing revenue models and

margin structures

Early evaluation of pricing and

economics for light-vehicle RUC

Identifying delivery partners

and potential ecosystem roles

BEYOND RUC

Exploring adjacent services that

improve consumer value and

broaden long-term opportunity.

Assessment of bundled add-

ons, including:

•Time-of-Use Charging

(TOUC)

•Congestion-based charging

•Tolling integrations

Testing feasibility and value to

both consumers and

government

EROAD is preparing in parallel to the NZ Government’s decision-making,

ensuring we are technically ready, commercially viable and positioned to

scale as soon as the program timeline is confirmed.

eRUC App Prototype

EROAD H1 FY26 Results | Page 11
Continued stable growth and cash

generation with loyal customer base and

significant opportunity in eRUC.

New Zealand

H1 FY26 HIGHLIGHTS

HIGHER VALUE

4.4% increase in ARPU from

continued prioritisation of higher

value opportunities and churn of

lower value units from 4G upgrade

program.

EXISTING CUSTOMER MOVEMENT

Of the units lost, 88% of ARR impact

relates to customers resizing their

fleets rather than full churn. Ongoing

upsell and expansion across the

portfolio more than offset these

reductions, delivering a net positive

ARR result.

ERUC OPPORTUNITY

Work is underway to prepare for the

move to universal eRUC planned for

2027. This is a significant opportunity

to build on existing expertise in an

expanding market.

H2 FY24H1 FY25H2 FY25H1 FY26

$93.2m

$83.6m

1

ARR - Annua l recurring revenue from su bsc riptions only.

Excludes purcha sed h ardwa re sales a nd non-recu rrin g revenu e.

NZ$62.07

NZ$52.1m

H1 FY25: $49.8m

NZ$35.5m

EBITDA

Revenue 4.6%

Monthly SaaS ARPU

ARR

(1)

up

6.3% YoY

92.1%

Asset Retention Rate

4.4%

$87.7m

$89.0m

ARR (restated)

See Note 1 of EROAD’s H1 FY26 Financial Statements for segmented

rep ortin g of Revenu e a nd EBITDA .

EROAD H1 FY26 Results | Page 12
4G NETWORK UPDATE

Program progressing on track, with cost fully funded from

operational cashflow. This one-time cost relates to the shutdown

of 2G & 3G networks by telcos in ANZ. Despite telco-driven

delays, completion of upgrades is set for December 2025.

Active 4G

units in ANZ

87%

Units

remaining

Rollout progress

PROGRAM COSTS

•Spent $10.5m in H1 FY26

•Final program costs expected of $2.5m - $4.5m to

facilitate upgrade and installation of remaining 4G

upgrade units

•These costs are covered from existing cash flow

NZ$mH1 FY26H2 FY26

Expected investment

(Hardware + Program costs)

$10.5m$2.5-$4.5m

One-off accelerated

upgrade program costs

relate specifically to the

3G Network shutdown

KEY POINTS

•87% of ANZ units 4G compatible as at September

2025, 89.2% at the beginning of Nov 2025

•Telstra in Australia shutdown completed at

October 2024

•One NZ network shutdown deadline remains

December 2025

•Spark New Zealand network shutdown deadline of

March 2026

•Program is on track for completion. Product

development measures implemented to limit

exposures from telco changes in future

Unit upgrade program progressing with 87% of all units in ANZ 4G compatible

4G Hardware Upgrade Program ANZ

89.2% at

beginning of Nov

2025

89.2%

at start of

November

EROAD H1 FY26 Results | Page 13
H2 FY24H1 FY25H2 FY25H1 FY26

$69.7m

$70.8m

NZ$61.93

Monthly SaaS ARPU

USD$36.73

NZ$9.2m

EBITDA

NZ$39.0m

H1 FY25: NZ$39.6m

91.0%

Asset Retention Rate

Challenging market conditions resulting in

slower than expected growth. Slow down

is temporary, focus is on customers and

cost base controls during softer market.

Revenue 1.5%

+4.1% YoY HY1 FY25 NZ$59.49

1

ARR - Annua l recurring revenue from su bsc riptions only.

Excludes purcha sed h ardwa re sales a nd non-recu rrin g revenu e.

H1 FY26 HIGHLIGHTS

TARGETED CAPITAL ALLOCATION

Cautious growth investment while

market conditions remain slow

resulting in NZ$7.2m of FCF.

ARR & REDUCTIONS

While retention for the period was

consistent, growth has been slower

to materialise. ARR reduction

primarily due to fleet resizing and

customer churn not being offset by

new growth.

CUSTOMER CHURN

Large customer of ~10k units will not

be renewing. Impact starts to be

realised in Q4 FY26.

CUSTOMER PRIORITY

Retention and expansion are a priority

for the region as opportunity to grow

via existing accounts remains strong.

North America

$67.8m

$73.5m

NZD ARR (restated)

See Note 1 of EROAD’s H1 FY26 Financial Statements for segmented

rep ortin g of Revenu e a nd EBITDA .

ARR

(1)

up

2.7% YoY

-5.8% constant

currency

EROAD H1 FY26 Results | Page 14
Continued growth and realisation of

ARR from completion of large rollouts.

Healthy pipeline converting to newly

announced customer in H2.

Australia

NZ$52.12

Monthly SaaS ARPU

AU$47.73

ARR

(1)

up

36.2% YoY

29.9% constant

currency

NZ$3.7m

EBITDA

H2 FY24H1 FY25H2 FY25H1 FY26

$15.2m

$10.6m

46%

ARR from

Enterprise

Customers (>100k

ARR)

95.5%

Asset Retention Rate

8.3%

NZ$8.0m

H1 FY26: NZ$6.5m

Revenue 23.1%

1

ARR - Annua l recurring revenue from su bsc riptions only.

Excludes purcha sed h ardwa re sales a nd non-recu rrin g revenu e.

H1 FY26 HIGHLIGHTS

ENTERPRISE WIN

New deal announced with Cleanaway

across a 3,000+ vehicle fleet. Value of

+$A5m ARR with an initial 5-year term.

Installation is underway – with

incremental ARR impact to begin in H2

FY26.

CONSISTENT GROWTH

Australia continues to deliver consistent

growth in both ARR and reported

revenue.

DRIVING VALUE

8.3% lift in ARPU driven by mix of pricing

and sales focus on higher value

opportunities.

ASSET RETENTION

Retention levels are high, with minimal

unit churn outpaced by growth in both

asset retention and unit levels.

NZD ARR (restated)

$12.6m

$11.2m

Waiting for

Michelle to

provide EBITDA

ex Intercompany

See Note 1 of EROAD’s H1 FY26 Financial Statements for segmented

rep ortin g of Revenu e a nd EBITDA .

EROAD H1 FY26 Results | Page 15
Increasing Australian Market Growth

Cleanaway Enterprise

Partnership

Five-year agreement to deliver EROAD’s full

vehicle monitoring and safety platform across

Cleanaway’s (ASX: CWY) heavy-vehicle fleet.

Comprehensive solution including:

•Multiple connections per vehicle (dual-sided units for

specialised assets)

•Location tracking, fatigue & dual-dash cameras, seat

shakers, rollover & duress alerts, critical-event monitoring,

and satellite connectivity for remote operations

•Implementation: Underway — full deployment by Nov

2026

A$5m ARR

With fixed annual escalators

ABOUT CLEANAWAY

•Australia’s leading total

waste, industrial and

environmental services

company

•Operates Australia’s largest

waste management fleet

with 3,000+ heavy vehicles

nationwide

•Committed to safety,

compliance and sustainability

across its operations

Placeholder WIP

to be re-designed

“This partnership underscores both our shared

commitment to health and safety and the

potential of the Australian market”

Mark Heine, CEO

“Our partnership with EROAD reflects our

commitment to embracing smart technology

that supports safer, more efficient operations.

After a thorough evaluation, EROAD stood out

for its comfort, flexibility, ongoing support and

strong commitment on safety.”

Nicholas Dhar, Head of Fleet Safety and Compliance at

Cleanaway

EROAD H1 FY26 Results | Page 16
02

HY26 Financials

EROAD H1 FY26 Results | Page 17
Subscription

revenue

$89.7m

Subscription

revenue

$94.5m

H1 FY25H1 FY26

HardwareFeeOther

H1 FY25H1 FY26

$95.9m

$99.1m

H1 FY25H1 FY26

$66.7m

$70.4m

Revenue growth maintained, with lower EBIT reflecting one-off cost and amortisation impacts following a large customer

termination

Revenue & EBIT

Reported Operating Costs

Total Revenue

Total revenue of $99.1m is up 3.3% on

H1 FY25 reflecting the impact of

growth including Australian

enterprise rollouts and annual price

increases.

Operating costs rose 6%, driven by

higher SaaS costs from new camera

devices, recruitment for the

Philippines operations ramp-up, and

lower R&D capitalisation.

Reported EBIT

Reported EBIT of ($133.9m) includes an

impairment to intangibles of $134.7m.

Normalised EBIT

(1)

of $2.5m reflects the positive

impact of enterprise rollouts and price

increases offset by lower capitalisation of R&D

and accelerated amortisation from a customer

termination.

Subscription

revenue increased

5.4% over the prior

year

1 Excludes one-off 4G hardware upgrade program$1.7m (H1 FY25 $2.3m) and impairment of goodwill and other assets of $134.7m (H1 FY25 nil).

($133.9)m

Updated post

FRAC

submission

$2.5m

$4.7m

$2.4m

Reported

Normalised

EROAD H1 FY26 Results | Page 18
0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

Operating cost as a % of revenue by segment

Operating costs as a % of revenue

Operating costs as a % of revenue increased slightly

reflecting increased recruitment costs, including due to

the ramp-up of customer operations in the Philippines

Operating costs increased slightly on higher SaaS costs

reflecting the introduction of new camera devices and

higher personnel costs

H1 FY25

H1 FY26

75%

71%

70%

69%69%

71%

H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26

FY23 starting figure should exclude

integration costs of $3.4m, worksheet says

$2.5m

Operating costs as a % of revenue how now flattened

reflecting the cost out program over FY23 and FY24.

Further operating leverage to be driven by unit and

growth and maintenance of fixed costs.

[Bad debts and subcontractors are up –are these

subcontractors the offset to marketing spend being

lower]

S&M costs are down YoY but

references as being invested in

when we talk CAC? This is

primarily market costs, sales

costs are primarily personnel

1

Sales and Marketing in the above c hart represents non-personn el c osts su ch as general marketing and ad vertisin g.

KJ checked

charts from

Opex Bridge

s/s

Overall cost base remains stable, with recent increases tied to short-term investment and growth enablement

Operating Costs

$0.9m ad ditional

investmen t relates

to ramp up of

rec ru itment in

Philippines.

EROAD H1 FY26 Results | Page 19
12%

11%

10%

H1 FY25H2 FY25H1 FY26

CAC ExpensedCAC Capitalised

6.4%

7.0%

8.3%

H1 FY25H2 FY25H1 FY26

Reducing

our G&A

but

investing

in R&D

and S&M

Management focus on supporting sustainable growth

Operational Efficiency

Cost to service & support

as a % of revenue

Cost to acquire customers

as a % of revenue

Customer acquisition costs remain

steady. Capitalised costs were higher

in H2 FY25 reflecting a large

enterprise deal closed in that year.

Costs to support has increased slightly

to ramp-up outsourced capacity and

support large enterprise rollouts.

[While you’re seeing the fixed costs stay static, the mix is changing] Increased R&D, increased S&M,

reduced G&A

Net Dollar

Retention Chart?

Updated post

FRAC

submission

EROAD H1 FY26 Results | Page 20
$(21.7)

$(8.2)

$2.8

$8.0

$6.2

$17.4

$16.7

$(25.0)

$(20.0)

$(15.0)

$(10.0)

$(5.0)

$-

$5.0

$10.0

$15.0

$20.0

$25.0

H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26

Normalised for the

temporary impact of the

4G upgrade program

Positive free cash flow to the firm trajectory

H1 FY22H2 FY22H1 FY23H2 FY23H1 FY24H2 FY24

NZ$m

$0.1

$(0.2)

ReportedNormalised for 4G program

$1.5

STRONG FCF GENERATION

EROAD’S core operations generated

$16.7m of normalised free cash flow

to the firm over the last 6 months.

Cash generated in the near-term is

expected to be used to pay down

debt and fund growth initiatives.

Average month cash generation

($0.6m)

$0.1m

ONE-TIME 4G UPGRADE SPEND

Overall spend is expected to increase

by $2m as tail units are upgraded. H2

FY25 spending was delayed and

remaining $10 - $12m of planned spend

is expected to occur in FY26. These

costs are self-funded from existing

cash flow.

$(0.6)

$(0.4 )

$(0.2 )

$-

$0.2

$0.4

Average monthly cash generation

Strong cash flow generation to further accelerate post 4G hardware upgrade

Free Cash Flow Growth

$16.0

H1 FY25

H1 FY26

$6.2

EROAD H1 FY26 Results | Page 21
11.3

3.2

7.6

6.8

13.8

11.2

19%

17%

19%

0%

5%

10%

15%

20%

25%

0.0

10.0

20.0

30.0

H1 FY25H2 FY25H1 FY26

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

R&D as % of revenue

NZ$m

•Total R&D spend of $18.8m in H1

FY26, 19% of revenue.

•Compares to $18.1m, or 19% of

revenue, in H1 FY25.

•Opex increased to 60% of R&D

spend in H1 FY26 from 38% in H1

FY25. This reflects an increased

investment in platform scaling.

Investment in innovation to increase the proportion of growth capex in future periods

Research & Development

•First half dropped everything

for Sysco and then picked up

support and mtainnenace in

second half

EROAD H1 FY26 Results | Page 22
$15.5m

$46.8m $62.3m

Cash (30 Sep 2025)Facility HeadroomTotal Liquidity

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.

Existing bank facilities are planned to be

extended beyond the current October 2026

maturity date.

$70m

Bank Facility

Current syndicate includes two Trans-Tasman

lenders (ANZ, BNZ) and a NZ dom estic bank

(Kiwibank)

Net leverage ≤ 1.25x by September 2025 , reducing

to 1.00x by June 2026. Interest coverage ratio ≥

4.00x

3

NZ bank

lenders

Provides company with total liquidity of $62.3m.

Sufficient liquidity to execute on strateg ic

initiatives without the need for further capital

$62.3m

Total liquidity

Strong balance sheet provides flexibility for strategic execution

Liquidity

Bank Facilities

Sufficient liquidity to fund strategic plan

EROAD H1 FY26 Results | Page 23
04

Guidance

EROAD H1 FY26 Results | Page 24
Focusing on growth opportunities in domestic markets

and free cash flow generation

•EROAD has prioritised new growth investment to the significant eRUC

opportunity and continuing to expand in the ANZ market, which is expected

to lead to a slower growth rate in our business this year.

•The North American telematics market remains challenging due to a

combination of competitive dynamics and economic conditions.

•FY26 revenue guidance of $197m - $203m and ARR guidance of $175m - $183m

remains unchanged from our announcement of a strategic chance to focus

toward ANZ opportunities in October 2025.

•Free cash flow margin of 5% - 8% in FY26, normalised for the 4G hardware

upgrade program.

Investor Day

EROAD plans to hold an upcoming Investor Day in March 2026 to provide deeper

insight into EROAD’s product roadmap and long-term strategic and financial

targets.

We will provide notice to the market about how to participate in the near future.

Introducing FY25 Guidance

•Revenue growth reflecting economic environment

•EBIT of $5m to $10m normalisedfor 4G hardware upgrade programme

•Free cash flow neutral

Consistently FCF positive by latter part of calendar 2024

Implementation of refreshed strategy provides pathway to sustainable, profitable

growth.

EROAD expects to be FCF neutral for FY25 overall, FCF positive for FY26 overall

Outlook

Grow our existing customer base in North America utilizing dedicated North

American sales teams focused on new logo acquisition and expansion of existing

relationships.

Continued growth in New Zealand with increased opportunity to leverage brand

recognition to capture new enterprise accounts. Proposed government policies

for eRUC represent significant medium/long-term opportunity.

Building on momentum gained in Australia and launching expanded product

suite beyond existing customers.

On-track to achieve FY26 Targets

New product introductions, and a refreshed go-to-market strategy under new

leadership, will be fully in-place by mid-year. Accordingly, we are on-track to

achieve our FY26 targets.

FY26 Guidance

Revenue$197m - $203m

ARR (restated)

(1)

$175m - $183m

Free cash flow margin

(2)

5% - 8%

FY26 guidance to be agreed with Board in lead up to May FY

announcement

JK:

Need to consider providing a few targets

-12 months

-There’s an out here to not provide too much detail because

of uncertainty US tariffs

-Needs to provide a growth metric and a margin metric

-Gold star for meeting rule of 20

-Market is looking for 6.6% revenue growth and 7.2% EBIT/FCF

Yield

-Budget says we’ll grow 11%, we’d have to miss 50% of our new

growth (~$10m) to still make the market

-Budget also says normalised EBIT margin of 6% / FCF yield of

11%. We should put the focus on FCF rather than EBIT (and

explain why). If we hit $206m of revenue, we’d still hit a FCF

margin of X%

-3 year targets

-This needs to provide a free cash flow yield, similar to

previous targets

-Investors want to understand the future potential cash

generation of the business. This is important and takes the

focus off the US.

-This is a roundabout way to prove the US isn’t money losing

long-term.

-Capital reinvestment

-Need to provide commentary on what we’re going to be

doing with the cash that we’re generating.

-Near term, reinvesting because we see opportunities for

higher returns

-Medium term, we will consider buy-backs if our share prices

continues to be disconnected from the business

fundamentals

-Also could consider inorganic growth opportunities that

provide margin expansion.

-Would also consider a dividend when once we hit our long-

term FCF yield potential, achieved scale and are trading at

appropriate premium to intrinsic value.

Committed to continuing to delivering sustainable, profitable growth

Guidance

1

Annual recurring revenue from subscriptions only. Excludes purchased

hardware sales and non-recurring revenue

2

Normalised for the temporary impact of the 4G upgrade program.

EROAD H1 FY26 Results | Page 25
Q&A

EROAD H1 FY26 Results | Page 26
Appendix

EROAD H1 FY26 Results | Page 27
ANNUALISED RECURRING REVENUE (ARR)

A non-GAAP measure representing monthly

subscription revenue including bundled

rental hardware, measured each month by

taking subscription revenue for that month

and multiplying by 12 to annualise​. This

measure has been restated to remove

amortised revenue which is not recurring by

nature.

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.

AVERAGE REVENUE PER UNIT (ARPU)

A non-GAAP measure that is calculated by

dividing the total subscription revenue for the

reporting period by the Total Contracted Units

at the end of each month during this period.

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.

EBIT

A non-GAAP measure representing Earnings

before Interest and Taxation (EBIT). Refer to

Consolidated Statement of Comprehensive

Income in Financial Statements.

EBITDA

A non-GAAP measure representing Earnings

before Interest, Taxation, Depreciation and

Amortisation (EBITDA).

ENTERPRISE

A customer where the $ARR is more than

$100k in local currency for the Financial year

reported.

FREE CASH FLOW (FCF)

A non-GAAP measure representing operating

cash flow and investing cash flow reported in

the Statement of Cash Flows.

FREE CASH FLOW TO THE FIRM

A non-GAAP measure representing operating

cash flow and investing cash flow net of

interest paid and received. For the purposes of

this presentation, payments for the acquisition

of Coretex have been excluded.

FY (FINANCIAL YEAR)

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.

NORMALISED EBIT

Excludes one-off 4G hardware upgrade

program$1.7m (H1 FY25 $2.3m) and

impairment of goodwill and other assets

of $134.7m (H1 FY25 nil).

NORMALISED FCF

Excludes one-off 4G hardware upgrade

costs.

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.

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).

Glossary

EROAD H1 FY26 Results | Page 28
Reported Revenue increased $3.2m primarily due

to subscription revenue increasing $4.8m partially

offset by a $0.9m increase in RUC transaction fees

due to a GST treatment change in the prior period.

EBITDA decreased $0.5m due to higher revenue

offset by higher platform costs, increased

recruitment costs related to the ramp-up of the

Philippines office and lower capitalisation of R&D.

D&A increased $1.1m on the additional unit growth

since 30 September 2025 as well as accelerated

amortisation related to the termination of a legacy

North American customer.

Impairment of goodwill and intangible assets

was $134.7m reflecting the termination of a legacy

customer, competitive dynamics and economics

conditions in the North American market.

NZ$mH1 FY26H1 FY25Change ($)

Revenue99.195.93.2

Operating expenses

(70.4)(6 6.7)

(3.7)

Earnings before interest, taxation,

depreciation, amortisation and impairment loss

28.729.2

(0.5)

Depreciation of property, plant and equipment(10.8)(11.0)0.2

Amortisation of intangible assets(11.6)(10.4)(1.2)

Amortisation of contract and customer acquisition assets(5.5)(5.4)(0.1)

Impairment of g oodwill and intangible assets(134.7)-(134.7)

Earnings before interest and taxation(133.9)2.4(136.3)

Net financing costs

(2.7)(2.5)

(0.2)

Loss before income tax

(136.6)(0.1)

(136.5)

Income tax ex pense(7.6)(1.4)(6 .2)

Loss after tax for the year

attributable to the shareholders

(144.2)(1.5)

(142.7)

Cash flow hedges0.40.8(0.4)

Currency translation differences(2.7)(10.3)7.6

Total comprehensive loss for the year

(146.5)(11.0)

(135.5)

Statement of Income

Updated post

FRAC

submission

EROAD H1 FY26 Results | Page 29
NZ$mH1 FY26H1 FY25Change ($)

Cash received from customers97.396.11.2

Payments to suppliers and employees(6 5.8)(71.4)5.6

Investment in contract fulfilment assets(4.6)(5.1)0.5

Net interest(1.1)(2.2)1.1

Income taxes paid(0.1)(0.1) -

Cash flows from operating activities25.717.38.4

Property, plant & equipment(12.4)(9 .1)(3.3)

Investment in intangible assets(7.5)(8.8)1.3

Contract fulfilment and customer acquisition assets(0.7)(1.5)0.8

Cash flows from investing activities(20.6)(19.4)(1.2)

Bank loans(2.5)-(2.5

Payment of lease liability(0.9)(1.0)0.1

Cash flows from financing activities(3.4)(1.0)(2.4)

Net increase (decrease) in cash held1.7(3.1)4.8

Cash at the beginning of the financial period13.814.5(0.7)

Effects of exchange rate changes on cash-(0.1)0.1

Closing cash and cash equivalents15.511.34.2

Operating Cash Flowincreased

$8.4m primarily due to an increase

in trade payables.

Investing Cash Flow spend was

higher by $1.2m primarily due to

lower capitalised R&D and an

increase in inventory versus the

prior year.

Financing Cash Flowincreased

$2.4m on the pay down of

borrowing in the current year.

Cash Flow Statement

Updated post

FRAC

submission

EROAD H1 FY26 Results | Page 30
Cashincreased $1.7m from cash generated from

operations partially offset by the paydown of

debt.

Property, plant and equipment decreased

$1.0m due to the increase in inventory to support

the 4G hardware upgrade program and rollout of

a large enterprise customer contract in Australia.

Inventory balance at 30 September 2025 was

$26.2m.

Borrowingsdecreased by $2.4m since 31 March

2025 due to reflecting scheduled repayments of

the credit facilities.

NZ$mH1 FY26FY25Change ($)

Cash15.513.81.7

Restricted bank accounts28.726.12.6

Costs to acquire and contract fulfilment costs9.39.4(0.1)

Other31.535.4(3.9)

Total current assets85.084.80.2

Property, plant and equipment83.382.31.0

Intangible assets131.5265.6(134.1)

Costs to acquire and contract fulfillments costs9.29.3(0.1)

Other7.718.3(10.6)

Total non-current assets231.7375.5(143.8)

Total assets316.7460.3(143.6)

Payable to transport agencies28.626.12.5

Contract liabilities28.032.2(4.2)

Borrowings23.225.6(2.4)

Other liabilities50.144.75.4

Total liabilities129.9128.61.3

Net assets186.8331.7(144.9)

Balance Sheet

Updated post

FRAC

submission

EROAD H1 FY26 Results | Page 31
35.5

(7.5)

(0.7)

9.2

(2.0)

3.7

(0.7)

(1.3)

36.2

(19.7)

(0.9)

(7.5)

(1.9)

6.2

Free Cash Flow to the Firm by Region

NEW ZEALAND

$27.3m

NORTH AMERICA

$7.2m

AUSTRALIA

$3.0m

CORPORATE & DEVELOPMENT

$(31.3)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

Updated post

FRAC

submission

EROAD H1 FY26 Results | Page 32
80,366

84,526

87,892

93,639

106,916

112,280

116,455

121,483

124,417

126,045

126,944

126,447

2,120

2,373

2,874

5,072

14,099

14,643

15,636

18,008

19,613

21,391

24,515

25,357

34,002

35,294

35,437

33,992

87,682

90,596

95,058

103,393

106,860

106,494

104,386

101,708

116,488

122,193

126,203

132,703

208,697

217,519

227,149

242,884

250,890

253,930

255,845

253,512

H2 FY20H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26

New Zealand

Australia

North America

Unit Count & Global Revenue

$42.7m

$45.8m$45.8m

$48.0m

$66.9m

$85.4m

$79.9m

$88.9m

$93.1m

$95.9m

$98.5m

$99.1m

Need to fix

design &

labelling etc

but numbers

are in

Global Revenue

EROAD H1 FY26 Results | Page 33
Reconciliation of Non-GAAP Financial Information

Free cash flow to the firm

($m)30-Sep-202530-Sep-2024

Cash flows from operating activities

Cash received from customers97.396.1

Payments to suppliers and employees(65.8)(71.4)

Payments for contract fulfilment assets(4.6)(5.1)

Interest received0.40.4

Interest paid(1.5)(2.6)

Income taxes paid(0.1)(0.1)

Net cash inflow from operating activities25.717.3

Payments for investment in property, plant and

equipment

(12.4)(9.1)

Payments for investment in intangible assets(7.5)(8.8)

Payments for investment in costs to obtain contracts(0.7)(1.5)

Net cash outflow from investing activities

(20.6)(19.4)

(Deduct) / Add back:

Interest received(0.4)(0.4)

Interest paid1.52.6

Free cash flow to the firm6.20.1

Add back:

4G Hardware upgrade costs10.56.1

Normalised free cash flow to the firm16.76.2

1

LTM EBITDA to 30 September 2023.

•Free cash flow to the firm is a non-GAAP

measure representing operating cash flow

and investing cash flow net of interest paid

and received.

EROAD H1 FY26 Results | Page 34
Normalised EBIT

($m)30-Sep-202530-Sep-2024

Revenue99.195.9

Operating expenses(70.4)(66.7)

Earnings before interest, taxation,

depreciation, amortisation and impairment

loss (EBITDA)

28.729.2

Depreciation of property, plant, and

equipment

(10.8)(11.0)

Amortisation of intangible assets(11.6)(10.4)

Amortisation of contract and customer

acquisition assets

(5.5)(5.4)

Impairment of goodwill and other assets(134.7)-

Earnings before interest and taxation (EBIT)(133.9)2.4

Add back:

Impairment of goodwill and other assets134.7-

4G Hardware upgrade costs1.72.3

Normalised EBIT2.54.7

1

LTM EBITDA to 30 September 2023.

•H1 FY26 EBIT is normalised for:

•Impairment of goodwill and other

assets of $134.7m

•4G hardware upgrade

relatedcosts of $1.7m.

•H1 FY25 EBIT is normalised for:

•4G hardware upgrade

relatedcosts of $2.3m.

Reconciliation of Non-GAAP Financial Information

ASX & NZX: ERD
investors@eroad.com | eroadglobal.com/investors

---

2026 INTERIM
REPORT

EROAD Interim Report 2026
PAGE 3 PAGE 4

CONTENTS

LETTERS FROM THE CHAIR AND CEO

PAGE 3

FINANCIAL STATEMENTS

PAGE 9

NOTES TO FINANCIAL STATEMENTS

PAGE 15

INDEPENDENT REVIEW REPORT

PAGE 35

GAAP TO NON-GAAP RECONCILIATIONS

PAGE 37

GLOSSARY

PAGE 39

DIRECTORY

PAGE 41

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 Recurring Revenue (ARR), Costs

to Acquire Customers (CAC), Costs to Service

& Support (CTS), EBITDA, Normalised EBIT,

Free Cash Flow, Free Cash Flow to the firm and

Normalised Free Cash Flow to the firm.

EROAD Interim Report 2026

OUR PURPOSE

Delivering intelligence

you can trust, for a

better world tomorrow.

PAGE 3 PAGE 4

EROAD Interim Report 2026
PAGE 4

Dear shareholders,

In the first half of FY26, EROAD delivered revenue growth of

3.3% to $99.1 million and achieved positive free cash flow of

$6.2 million. Despite ongoing macro-economic challenges,

particularly in the U.S., the business remains steady and

is executing on priorities, growing revenue, and investing

deliberately for long-term returns.

Every company gets moments that define what comes next.

For EROAD, this is one of them.

In August 2025, the New Zealand Government confirmed its

plan to replace fuel excise with distance-based electronic Road

User Charges for all 4.7 million vehicles on the road.

EROAD pioneered the world’s first nationwide eRUC system in

2009, transforming how the heavy-transport sector paid road

charges and met compliance obligations. Today, that same

technology, regulatory credibility, and delivery experience

position us to lead again as universal eRUC becomes a reality.

It’s rare to see a market shift that aligns so directly with

a company’s heritage and capability, and we are moving

decisively to capture it.

To enable the team to move at the pace this moment

demands, the Board and I implemented a temporary

Executive Chair arrangement that allows for speed without

compromising discipline. For up to nine months, I’m working

more closely with Mark Heine and the leadership team to

ensure decisions are fast, aligned, and well-governed.

LETTER FROM THE EXECUTIVE CHAIR

Governance & Leadership

In October, the Board applied an impairment to goodwill

and other assets from the Coretex acquisition to reflect the

combined impact of competitive and economic conditions,

a large customer non-renewal, and our strategic shift

toward ANZ. It was a non-cash adjustment and a prudent

step to ensure the balance sheet accurately reflects current

conditions.

I also want to acknowledge Susan Paterson for her leadership

as Chair through EROAD’s turnaround and David Kenneson for

his contribution as Co-CEO. Both helped stabilise the business

and set it up for the next phase.

While I’m in an executive capacity, the Board has strengthened

oversight arrangements. The Finance, Risk & Audit Committee,

made up entirely of independent directors, is also acting

as an Executive Oversight Committee during this period.

David Green, who chairs that committee, serves as Lead

Independent Director, ensuring independence where it

matters most. This structure will remain in place until the

executive component of my role concludes, after which

standard Board arrangements will resume.

After the release of our H1 FY26 results, the Board will

introduce a Directors’ Fixed Share Trading Plan (FTP) under

which half of any fees paid to directors will be used to

acquire EROAD shares on market This strengthens alignment

with shareholders and reinforces our commitment to long-

term value.

Looking ahead

We’re operating in a complex environment. Inflation, interest-

rate uncertainty and mixed market dynamics remain part of

the backdrop for every business in our sector. But moments

of structural change, such as the move to universal eRUC, are

where great companies emerge.

EROAD’s foundation is strong: disciplined governance, strong

balance sheet, an immense opportunity, loyal customers, and

a proven platform. Our success ultimately comes down to

people — customers, partners, and our team — and a shared

belief that when you get those things right, everything else

follows.

Our guidance for FY26, reset in October to reflect the shift

toward Australasia and the non-renewal of one large North

American customer, remains unchanged. We continue to

expect:

• Revenue: $197 – $203 million

• Annualised Recurring Revenue (ARR): $175 – $183 million

• Free Cash Flow Margin: 5 – 8 percent (normalised for the

4G upgrade programme)

The Board is confident in this outlook and in the company’s

ability to deliver against it.

EROAD’s foundations are strong, the environment is turning

in our favour, and the path ahead is clear. What matters now

is disciplined execution as we convert this opportunity into

lasting shareholder value.

Few companies get to shape an industry twice. EROAD is one

of them, and we intend to make it count.

John Scott

Executive Chair

EROAD Interim Report 2026

PAGE 4

EROAD pioneered the

world’s first nationwide

eRUC system in 2009,

transforming how the

heavy-transport sector

paid road charges

and met compliance

obligations. Today,

that same technology,

regulatory credibility,

and delivery experience

position us to lead

again as universal eRUC

becomes a reality.

It’s rare to see a market

shift that aligns so

directly with a company’s

heritage and capability,

and we are moving

decisively to capture it.

PAGE 3

EROAD Interim Report 2026
PAGE 6PAGE 5

LETTER FROM THE CEO

Fellow shareholders,

EROAD is a company focused on execution and long-term

growth. Our strength comes from combining technology and

innovation with deep transport and regulatory knowledge to

solve real problems for fleets and governments.

We entered FY26 with the same focus that guided our

turnaround - generating cash, investing consciously, and

putting our resources behind the right opportunities. First

half results delivered $6.2m in free cash flow, or $16.7m when

normalised for the 4G upgrade programme. Revenue grew

3.3% to $99.1m, and ARR rose 6.9% to $178.1m. Our balance

sheet remains strong, with $62.3m in liquidity to support

growth, fund large enterprise deployments, and provide

flexibility to make the right choices.

We earn our returns by building long-term partnerships

with customers. New contracts typically begin with solving

a compliance or safety need - often through electronic Road

User Charging (eRUC), our cold chain solution or video

safety products - and when customers see the value, those

relationships can expand through additional products and

new vehicle connections. Each new connected vehicle adds

recurring subscription revenue. Each additional product

deepens that relationship and increases lifetime value.

Future growth

Our disciplined focus on free cash flow gives us the

opportunity to decide where growth capital should go. In

October, we shared that new investment will be directed to

the markets where opportunity and conversion are strongest

– in the near term that is Australia and New Zealand. These

are regions where we already have a strong product market

fit, credibility, and policy momentum. Governments in both

countries are moving toward usage-based and time-of-use

charging, and EROAD is uniquely positioned to help them get

there.

For the 12 months to September 2025 we collected ~$946m

in RUC for the New Zealand Government, and proudly serve a

majority of the country’s heavy-vehicle fleets. This trusted role

places us at the centre of New Zealand’s planned transition of

approximately 4.7m vehicles to a universal RUC system.

The shift toward electronic and usage-based charging is

one of the most significant infrastructure transitions of the

coming decade. In New Zealand, the Government’s plan to

move all vehicles onto electronic RUC represents a multi-year

opportunity that builds directly on EROAD’s existing capability

and credibility. Australia is now signalling similar intent, and we

have previously worked with partners at both state and federal

levels to help shape practical solutions. These programmes

will require proven technology, data integrity and regulatory

experience at scale, and no one has deeper, more proven

experience in electronic road charging than EROAD.

The long-term potential extends well beyond ANZ.

Governments around the world are confronting the same

challenge: declining fuel-tax revenues and the need to

sustainably fund transport infrastructure. As this shift

accelerates, we see meaningful opportunities to extend our

leadership in road-charging technology into other markets.

Our goal is to be the trusted partner that helps governments

implement fair, efficient and future-ready systems while

simultaneously giving fleets a seamless entry point into

EROAD’s wider platform.

Regional Updates:

New Zealand remains a stable, cash-generating market with

a loyal customer base and a deep runway for expansion.

ARR increased by just over 6% year-on-year, supported by

disciplined portfolio management and steady upsell activity.

The team is advancing work to prepare for the government’s

move to universal electronic road user charging in 2027 - a

once-in-a-generation opportunity to build on an already

expanding market. This includes launching our connected car

pilot for light vehicles beginning early in the New Year.

Australia delivered another strong half, with ARR up 36%

year-on-year. Growth came from the completion of a

major customer roll-out and steady conversion across the

pipeline. The region is set to continue this growth, with the

newly announced enterprise win with Cleanaway of 3,000+

vehicles, validating EROAD’s product strength and customer

relationships in the region. Asset retention remains high,

and an 8% lift in ARPU reflects both disciplined pricing and

demand for higher-value solutions.

North America continues to serve a solid base of enterprise

customers while navigating a slower, more competitive

market. Growth has been muted, with a 6% ARR decline year-

on-year in local currency (3% growth in reporting currency

due to favourable fx rates) driven primarily by fleet resizing.

We also received notice from a large customer that they will

not be renewing their contract, with the impact to be realised

in February 2026. Given ongoing uncertainty, we have applied

growth capital cautiously to protect free cash flow, while

focusing on deepening engagement and expanding value with

existing fleets to position the region for future recovery.

Across all markets, our priorities remain the same: deliver value

to customers, convert that value into recurring, profitable

growth, and generate cash to fund the next opportunity. The

3G network shutdown in NZ, now scheduled for completion

in December 2025, will release additional cash capacity and

simplify operations. We’ve also increased our investment in

customer operations to lift the experience end-to-end, from

faster onboarding to proactive support, so fleets can see value

sooner and stay with EROAD longer.

EROAD exists to make transport safer, smarter and fairer.

We’ve always focused on helping fleets operate efficiently and

enabling governments to fund infrastructure sustainably, using

trusted data to connect fleets, drivers and regulators. Today,

the strength of the business means we can do that from a

position of real stability and choice.

We’ll keep focusing on what we control: generating cash,

delivering for customers, and directing investment where

it creates the most value. The opportunity in front of us is

significant, and the team is ready to make the most of it.

Mark Heine

Chief Executive Officer

EROAD Interim Report 2026

PAGE 6

First half results

delivered $6.2m in free

cash flow, or $16.7m

when normalised

for the 4G upgrade

programme. Revenue

grew 3.3% to $99.1m,

and ARR rose 6.9% to

$178.1m. Our balance

sheet remains strong,

with $62.3m in liquidity

to support growth,

fund large enterprise

deployments, and

provide flexibility to

make the right choices.

EROAD Financial Statements HY26
PAGE 7 PAGE 8

FINANCIAL STATEMENTS

EROAD Financial Statements HY26
PAGE 9 PAGE 10

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 September 2025


30 SEP 2025 30 SEP 2024

$M‘s$M’s

NotesUnauditedUnaudited

Revenue299.195.9

Operating expenses(70.4)(66.7)

Earnings before interest, taxation, depreciation,

amortisation and impairment loss

28.729.2

Depreciation of property, plant and equipment4(10.8)(11.0)

Amortisation of intangible assets5(11.6)(10.4)

Amortisation of contract and customer acquisition assets(5.5)(5.4)

Impairment of goodwill and other assets4,5(134.7)-

Earnings before interest and taxation(133.9)2.4

Finance expense(3.1)(2.9)

Finance income0.40.4

Net financing costs(2.7)(2.5)

Loss before income tax(136.6)(0.1)

Income tax expense8(7.6)(1.4)

Loss after tax for the period attributable to the shareholders(144.2)(1.5)

Other comprehensive income

Items that may be subsequently reclassified to profit or loss:

Cash flow hedges0.40.8

Currency translation differences(2.7)(10.3)

(2.3)(9.5)

Total comprehensive loss for the period(146.5)(11.0)

Loss per share - Basic (cents) 7(77.07)(0.82)

Loss per share - Diluted (cents) 7(77.04)(0.82)

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


Condensed Consolidated Statement of Financial Position

As at 30 September 2025

30 SEP 2025 31 MAR 2025

$M‘s$M’s

NotesUnauditedAudited

Current assets

Cash and cash equivalents315.513.8

Restricted bank accounts328.726.1

Derivative financial assets-0.1

Trade and other receivables31.535.4

Contract fulfilment costs7. 26.7

Costs to obtain contracts2.12.7

Total Current Assets85.084.8

Non-current assets

Property, plant and equipment483.382.3

Intangible assets5131.5265.6

Derivative financial assets0.10.3

Contract fulfilment costs7. 27. 2

Costs to obtain contracts2.02.1

Deferred tax assets7. 618.0

Total Non-Current Assets231.7375.5

Total Assets316.7460.3

EROAD Financial Statements HY26
PAGE 11 PAGE 12

Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 September 2025

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 31 Mar 2024353.5(19.9)(32.7)2.5(0.4)303.0

(Audited) as previously reported

Retrospective restatement(e)--(0.8)19.1-18.3

Restated Balance as at 31 Mar 2024353.5(19.9)(33.5)21.6(0.4)321.3

Loss after tax for the period--(1.5)--(1.5)

Other comprehensive income---(10.3)0.8(9.5)

Total comprehensive income--(1.5)(10.3)0.8(11.0)

Transactions with owners

of the Company

Equity settled share-based payments2.2-(0.7)--1.5

Balance as at 30 Sep 2024355.7(19.9)(35.7)11.30.4311.8

(Unaudited)

Balance as at 31 Mar 2025356.1(19.9)(34.2)30.5(0.8)331.7

(Audited)

Loss after tax for the period--(144.2)--(144.2)

Other comprehensive income/(loss)---(2.7)0.4(2.3)

Total comprehensive income/(loss)--(144.2)(2.7)0.4(146.5)

Transactions with owners

of the Company

Equity settled share-based payments--1.6--1.6

Balance as at 30 Sep 2025356.1(19.9)(176.8)2 7. 8(0.4)186.8

(Unaudited)

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

Condensed Consolidated Statement of Financial Position (continued)

As at 30 September 2025

30 SEP 2025 31 MAR 2025

$M‘s$M’s

NotesUnauditedAudited

Current liabilities

Borrowings65.05.0

Trade payables and accruals31.023.0

Payables to transport agencies28.626.1

Contract liabilities16.620.3

Lease liabilities1.71.5

Employee entitlements4.83.7

Derivative financial liabilities0.40.6

Total Current Liabilities88.180.2

Non-current liabilities

Borrowings618.220.6

Contract liabilities11.411.9

Lease liabilities5.14.1

Derivative financial liabilities0.10.8

Deferred tax liabilities7. 011.0

Total non-current liabilities41.848.4

Total Liabilities129.9128.6

Net Assets186.8331.7

Equity

Share Capital7356.1356.1

Share capital premium/discount7(19.9)(19.9)

Other reserves72 7. 429.7

Accumulated losses(176.8)(34.2)

Total Shareholders' Equity186.8331.7

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

Chair of the Finance, Risk and Audit Committee, 21 November 2025Chair, 21 November 2025

EROAD Financial Statements HY26
PAGE 13 PAGE 14

Reconciliation of Operating Cash Flows with Reported Loss After Tax

For the six months ended 30 September 2025

30 SEP 2025 30 SEP 2024

$M‘s$M’s

NotesUnauditedUnaudited

Reconciliation of operating cash flows with reported loss

after tax

Loss after tax for the year attributable to the shareholders(144.2)(1.5)

Add/(less) non-cash items

Tax expenses7. 50.1

Depreciation and amortisation2 7. 926.8

Impairment losses on intangible assets, goodwill and other

assets

134.7-

Other non-cash expenses1.51.1

Unwinding of interest expense for discounted contract

liabilities

0.80.6

172.428.6

Movements in other working capital items

Decrease in trade and other receivables3.00.5

(Decrease)/increase in current tax payables0.70.4

(Decrease)/increase in contract liabilities(4.3)0.6

Increase/(decrease) in trade payables, interest payable

and accruals

2.7(6.2)

Increase in contract fulfillment costs(4.6)(5.1)

(2.5)(9.8)

Net cash from operating activities25.717.3


Condensed Consolidated Statement of Cash Flows

For the six months ended 30 September 2025

30 SEP 2025 30 SEP 2024

$M‘s$M’s

NotesUnauditedUnaudited

Cash flows from operating activities

Cash received from customers97. 396.1

Payments to suppliers and employees(65.8)(71.4)

Payments for contract fulfilment assets(4.6)(5.1)

Interest received0.40.4

Interest paid(1.5)(2.6)

Tax paid(0.1)(0.1)

Net cash inflow from operating activities25.717.3

Cash flows from investing activities

Payments for investment in property, plant & equipment4(12.4)(9.1)

Payments for investment in intangible assets5(7.5)(8.8)

Payments for investment in costs to obtain contracts(0.7)(1.5)

Net cash outflow from investing activities(20.6)(19.4)

Cash flows from financing activities

Repayments of bank loans(2.5)-

Payment of lease liability(0.9)(1.0)

Net cash outflow from financing activities(3.4)(1.0)

Net increase/(decrease) in the cash held1.7(3.1)

Cash at beginning of the financial period13.814.5

Effects of exchange rate changes on cash and cash equivalents-(0.1)

Closing cash and cash equivalents15.511.3

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

PAGE 15 PAGE 16
EROAD Notes to Financial Statements HY26

(d) 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

(e) Restrospective restatement

During the half-year period to September 2024, the Group identified an error where goodwill and other acquired intangible

assets relating to the Coretex acquisition had been recorded in NZ$, rather than recorded in the functional currency of each

of the Group‘s CGUs (US$ for North America and A$ for Australia), in its financial statements since 2022. The correction was

reflected in the Group’s full-year financial statements for the year ended 31 March 2025, with comparative figures restated.


Notes to the consolidated financial statements

For the six months ended 30 September 2025

REPORTING ENTITY

The condensed consolidated interim financial statements presented for the six months ended 30 September 2025 are for

EROAD Limited (EROAD), 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 (the “Company”) is a company domiciled in New Zealand registered under the Companies Act 1993 and

listed on the New Zealand Stock Exchange (NZX) Main Board and Australian Stock Exchange (ASX). The Company is a FMC

reporting entity for the purposes of the Financial Markets Conduct Act 2013.

BASIS OF PREPARATION

The condensed consolidated interim financial statements have been prepared in accordance with Generally Accepted

Accounting Practice in New Zealand (NZ GAAP). These consolidated interim financial statements also comply with the New

Zealand equivalent to International Accounting Standard 34: Interim Financial Reporting (NZ IAS 34), and International

Accounting Standard 34: Interim Financial Reporting (IAS 34) and are prepared in accordance with the Financial Markets

Conduct Act 2013.

The condensed consolidated interim financial statements for the six months ended 30 September 2025 are unaudited and

have been the subject of review by the auditor, pursuant to NZ SRE 2410 (Revised): Review of Financial Statements Performed

by the Independent Auditor of the Entity as issued by the External Reporting Board.

The condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that

the Group will be able to discharge its liabilities including the mandatory repayment terms of the banking facilities disclosed in

note 6, which the Group expects to achieve through a refinancing prior to 31 March 2026.

These financial statements have been approved for issue by the Board of Directors on 21 November 2025.

(a) Basis of measurement

The financial statements are prepared on the historical cost basis, except for certain financial instruments carried at fair value.

(b) Presentation currency

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 currencies of the Company’s subsidiaries in Australia, North America, and the Philippines are Australian dollars, United

States dollars, and Philippine pesos, respectively.

(c) Accounting policies

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning on or after 1

April 2025.

The Group has not adopted, and currently does not anticipate adopting, any standards prior to their effective dates.

These condensed consolidated interim financial statements have been prepared using the same accounting policies as, and

should be read in conjunction with the Group‘s last annual consolidated financial statements as at and for the year ended 31

March 2025 (‘last annual financial statements‘). These condensed consolidated interim financial statements do not include all of

the information required for a complete set of NZ IFRS financial statements. However, selected explanatory notes are included

to explain events and transactions that are significant to an understanding of changes in the Group‘s financial position and

performance since the last annual financial statements.

PAGE 17 PAGE 18
EROAD Notes to Financial Statements HY26

Performance

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

NOTE 1 SEGMENT REPORTING

NOTE 2 REVENUE

NOTE 1 SEGMENT REPORTING

EROAD 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: Includes costs associated with the corporate head office, the Philippines office, 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.

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

30 SEP

2025

Unaudited

30 SEP

2024

Unaudited

30 SEP

2025

Unaudited

30 SEP

2024

Unaudited

30 SEP

2025

Unaudited

30 SEP

2024

Unaudited

30 SEP

2025

Unaudited

30 SEP

2024

Unaudited

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

Revenue

Subscription revenue0.5-38.438.447. 745.07. 96.3

Uncontracted hardware revenue0.1-0.41.0----

Transaction fee revenue ----2.53.2--

Other revenue 132.440.70.50.71.91.30.30.2

Total revenue33.040.739.340.152.149.58.26.5

Earnings/(loss) before interest,

taxation, depreciation &

amortisation and impairment loss

(19.7)(17.4)9.210.335.534.43.71.9

Depreciation of property, plant &

equipment

(0.7)(0.6)(4.7)(4.8)(4.3)(4.8)(1.1)(0.8)

Amortisation of intangible assets(6.6)(6.7)(4.2)(3.0)(0.5)(0.4)(0.3)(0.3)

Amortisation of contract and

customer acquisition assets

--(1.2)(1.4)(3.5)(3.4)(0.8)(0.6)

Impairment loss - goodwill--(104.9)-----

Impairment loss - other intangible

assets

-(22.3)-----

Impairment loss - property, plant

&equipment

-(7.5)-----

1

Revenue from Corporate & Development Markets includes R&D Grant Income of $0.9m (30 September 2024: $0.9m).

CORPORATE &

DEVELOPMENT

NORTH AMERICA NEW ZEALANDAUSTRALIA

30 SEP

2025

Unaudited

31 MAR

2025

Audited

30 SEP

2025

Unaudited

31 MAR

2025

Audited

30 SEP

2025

Unaudited

31 MAR

2025

Audited

30 SEP

2025

Unaudited

31 MAR

2025

Audited

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

Total assets296.9289.548.7200.7100.299.239.339.1


NOTE 1 SEGMENT REPORTING (CONTINUED)

PAGE 19 PAGE 20
EROAD Notes to Financial Statements HY26

Reconciliation of information on reportable segments

30 SEP 2025 30 SEP 2024

$M‘s$M’s

UnauditedUnaudited

Revenue

Total revenue for reportable segments132.6136.8

Elimination of inter-segment revenue(33.5)(40.9)

Consolidated Revenue99.195.9

EBITDA

Total EBITDA for reportable segments

28.729.2

Elimination of inter-segment EBITDA--

Consolidated EBITDA

28.729.2

Depreciation

Total depreciation for reportable segments(10.8)(11.0)

Elimination of inter-segment depreciation

--

Consolidated Depreciation

(10.8)(11.0)

Amortisation of intangible assets

Total amortisation for reportable segments(11.6)(10.4)

Elimination of inter-segment amortisation

--

Consolidated Amortisation(11.6)(10.4)

30 SEP 202531 MAR 2025

$M‘s$M’s

UnauditedAudited

Total assets

Total assets for reportable segments485.1628.5

Elimination of inter-segment balances(168.4)(168.2)

Consolidated Total Assets

316.7460.3

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

Included within Total Assets are Development Assets of $90.6M (31 March 2025: $107.6M) 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 CGUs, the asset is allocated to CGUs 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

repective CGUs.

Also included in the total assets is the intangible assets acquired through the acquisition of the Coretex subsidiaries and resulting

goodwill. The allocation of these to respective CGUs has been done based on valuation expert advice as part of acquisition

accounting during the period ended 31 March 2022.

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

the purpose of impairment testing was as follows:

DEVELOPMENT

ASSETS

GOODWILLBRAND

CUSTOMER

RELATIONSHIPS

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

30 SEP 2025

(Unaudited)

North America33.6-0.612.4

New Zealand50.05.7-0.9

Australia7. 014.9-3.1

90.620.60.616.4

31 MAR 2025

(Audited)

North America50.7106.91.321.2

New Zealand50.05.7-1.0

Australia6.914.4-3.1

1 07. 61 2 7. 01.325.3

The figures above as at 30 September 2025 are after taking into account the impairment loss described in note 5.

NOTE 1 SEGMENT REPORTING (CONTINUED)NOTE 1 SEGMENT REPORTING (CONTINUED)

PAGE 21 PAGE 22
EROAD Notes to Financial Statements HY26

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.

30 SEP 2025 30 SEP 2024

$M‘s$M’s

UnauditedUnaudited

Revenue

New Zealand52.149.8

All foreign countries:

USA39.039.6

Australia8.06.5

Total revenue99.195.9

30 SEP 202531 MAR 2025

$M‘s$M’s

UnauditedAudited

Non-current assets

New Zealand156.1143.4

All foreign countries:

USA35.6182.0

Australia32.331.8

Total non-current assets224.03 57. 2

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

30 SEP 2025 31 MAR 2025

$M‘s$M’s

UnauditedAudited

Reconciliation of geographical non-current assets

to total non-current assets

Geographical non-current assets224.03 57. 2

Deferred tax assets7. 618.0

Derivative financial instruments0.10.3

Total non-current assets231.7375.5

NOTE 1 SEGMENT REPORTING (CONTINUED)NOTE 2 REVENUE

30 SEP 2025 30 SEP 2024

$M‘s$M’s

UnauditedUnaudited

Revenue from contracts with customers

Subscription revenue94.589.7

Uncontracted hardware revenue0.51.0

Other

Transaction fee revenue2.53.2

Other revenue and income0.71.1

Grant income0.90.9

Total Revenues99.195.9

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. 

Revenue recognition

Revenue 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.

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

services. 

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 subscription revenue.

Each of the Group‘s main sources of revenue are described in detail below:

Subscription revenue

Subscription 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 noted 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 subscription 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. 

PAGE 23 PAGE 24
EROAD Notes to Financial Statements HY26

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.

Uncontracted hardware revenue

Hardware revenue purchased with a subscription is recognized over the first month‘s 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. 

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

when the installation is completed.

The services revenue associated with the uncontracted hardware units is included in the subscription revenue line and is

recognised when the performance obligation is completed.

Transaction fees

Transaction 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.

Grant 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.

Future contracted income

The 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.

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 30 September 2025 are

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

30 SEP 2025 30 SEP 2024

$M‘s$M’s

UnauditedAudited

Subscription revenue

No later than one year1 2 7. 698.9

Later than one year, no later than five years136.9190.3

Total price allocated to remaining performance obligations264.5289.2

Working capital

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

This section includes the following notes:

NOTE 3 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PAYABLES TO TRANSPORT AGENCIES

NOTE 3 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PAYABLES TO TRANSPORT AGENCIES

30 SEP 2025 31 MAR 2025

$M‘s$M’s

UnauditedAudited

Cash and cash equivalents15.513.8

Restricted bank accounts28.726.1

44.239.9

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(28.6)(26.1)

NOTE 2 REVENUE (CONTINUED)

PAGE 25 PAGE 26
EROAD Notes to Financial Statements HY26

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

Six months ended

30 Sep 2025

(Unaudited)

Opening net book

amount

4.176.2-1.0-0.40.682.3

Additions2.01 7. 2---0.10.820.1

Disposals-(0.3)-----(0.3)

Depreciation charge(0.7)(9.6)-(0.1)-(0.1)(0.3)(10.8)

Impairment loss(0.6)(6.6)-(0.3)---(7.5)

Effect of movement in

exchange rates

-(0.5)-----(0.5)

Closing net book

amount

4.876.4-0.6-0.41.183.3

At 30 Sep 2025

Cost10.7153.50.83.00.32.16.5176.9

Accumulated

depreciation and

impairment losses

(5.9)(77.1)(0.8)(2.4)(0.3)(1.7)(5.4)(93.6)

Net book amount4.876.4-0.6-0.41.183.3

Included in the Hardware Assets is equipment under construction to be leased or sold of $26.2M (31 March 2025: $22.0M). 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 comprehensive 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. 

Subsequent 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 sepa-

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

a package.

At 30 September 2025, an impairment loss has been recognised for the North American CGU (refer to note 5 for further details).

As a result the impairment loss with respect to property, plant and equipment was NZD $7.5 million (USD $4.5 million). 


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 4 PROPERTY, PLANT AND EQUIPMENT

NOTE 5 INTANGIBLE ASSETS

NOTE 4 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 Mar 2025

(Audited)

Opening net book

amount

4.781.60.11.20.10.40.788.8

Additions0.615.2---0.10.416.3

Disposals-(2.3)-----(2.3)

Depreciation charge(1.3)(19.6)(0.1)(0.2)(0.1)(0.1)(0.5)(21.9)

Effect of movement in

exchange rates

0.11.3-----1.4

Closing net book

amount

4.176.2-1.0-0.40.682.3

At 31 Mar 2025

Cost8.7142.90.83.00.32.15.8163.6

Accumulated

depreciation

(4.6)(66.7)(0.8)(2.0)(0.3)(1.7)(5.2)(81.3)

Net book amount4.176.2-1.0-0.40.682.3

NOTE 4 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

PAGE 27 PAGE 28
EROAD Notes to Financial Statements HY26

DevelopmentSoftwareGoodwillBrand

Customer

relationships

Patents,

trademarks

and other

rights

Total

$M’s$M’s$M’s$M’s$M’s$M’s$M’s

Six months ended 30 Sep 2025

Opening net book amount1 07. 64.31 2 7. 01.325.30.1265.6

Additions7. 5-----7. 5

Amortisation charge(8.4)(0.6)-(0.4)(2.2)-(11.6)

Impairment loss(15.3)(0.5)(104.9)(0.3)(6.2)-(127.2)

Effect of movement in foreign

exchange rate

(0.8)-(1.5)-(0.5)-(2.8)

Closing net book amount 90.63.220.60.616.40.1131.5

At 30 Sep 2025

Cost202.712.9125.53.933.30.1378.4

Accumulated amortisation and

impairment losses

(112.1)(9.7)(104.9)(3.3)(16.9)-(246.9)

Net book amount90.63.220.60.616.40.1131.5

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

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 intangible 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

Subsequent 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.

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

The 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 5 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 Mar 2025

(Audited)

Opening net book amount109.05.1121.82.026.40.1264.4

Additions14.50.4----14.9

Amortisation charge(16.9)(1.2)-(0.8)(2.1)-(21.0)

Effect of movement in foreign

exchange rate

1.0-5.20.11.0-7. 3

Closing net book amount1 07. 64.31 2 7. 01.325.30.1265.6

At 31 Mar 2025

Cost195.712.81 2 7. 04.033.70.1373.3

Accumulated amortisation(88.1)(8.5)-(2.7)(8.4)-(107.7)

Net book amount1 07. 64.31 2 7. 01.325.30.1265.6

NOTE 4 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)NOTE 5 INTANGIBLE ASSETS (CONTINUED)

PAGE 29 PAGE 30
EROAD Notes to Financial Statements HY26

Changes in assumptions for the North American CGU since 31 March 2025

Revenue CAGR FY26 – FY30

The North American revenue growth assumptions for FY26 – FY30 at 31 March 2025 was 14.6%. Since this date, the reduced

financial guidance reflecting the strategic changes, which are explained below, and loss of a large legacy customer, have

resulted in negative near-term growth expectations. When this is factored into future growth assumptions, this has the impact

of reducing the FY26 – FY30 CAGR down to 3.1% growth.

In October 2025, management communicated a strategic change in focus towards Australia and New Zealand opportunities,

following the government’s announcement on 6 August 2025, on the intention to transition all vehicles in New Zealand from

fuel tax to an electronic Road User Charges (‘eRUC’) system.

The refreshed focus will see prioritisation of new growth investment to the significant eRUC opportunity in ANZ, whilst

continuing to be committed to maintaining and growing existing customer relationships in NA and continuing to win new

customers where returns on investment are appropriate.

WACC and TGR

The WACC rate has increased from 12.0% in March 2025 to 13.2% following market risk adjustments. The terminal growth rate

also reduced from 2.5% to 2.0% due to the revised economic forecasts. These changes reflect recent customer churn and

macroeconomic uncertainty at September 2025.

An adverse change in a key assumption could result in a further reduction in the recoverable amount, in which case a further

impairment may be possible.

North American impairment

The carrying amount of the net assets of the North American CGU was USD$108.0 million. The recoverable amount is USD$29.5

million, based on its value in use. This means that an impairment has been recognised of NZD $134.7 million (USD $78.5 million).

The impairment has been recognised as a separate line item on the face of the income statement “Impairment of goodwill and

other assets.”

The impairment loss has resulted in the full amount of goodwill allocated to the North America CGU of NZ$104.9 million being

impaired. Since the impairment loss exceeds this amount, the impairment has also been allocated against other intangible assets

(NZ$22.3 million) and property plant & equipment (NZ$7.5 million) on a pro rata basis, as outlined in notes 4 and 5.


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 on 1 December 2021, meant goodwill was recognised for the excess between the fair value of consider-

ation 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 CGUs (‘Cash Generating Unit’) of the business, the lowest level

for which there are separately identifiable cashflows, with the assistance of external specialists (refer to note 1 for the allocation of

goodwill, property, plant and equipment and other finite life intangible assets to CGUs).

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

be completed annually for CGUs in which goodwill has been allocated, irrespective of whether there is any indication of impair-

ment. An impairment test is also required when there is an indicator of impairment identified each reporting period.

As part of impairment testing, Corporate costs attributable to the CGUs are allocated to the respective CGUs using a basis that

reflects the nature of expenditure and its relationship to operating requirements. Development assets specific to a region are

allocated directly to the relevant CGU, while global platform and shared development assets are allocated based on each CGU’s

proportionate share of contracted units.

Impairment Indicator at 30 September 2025

• In October 2025, EROAD announced it was reducing its FY2026 guidance across Revenue, Annualised Recurring Revenue

and Free Cash Flow Margin. The announcement highlighted that the circumstances that led to the guidance update

include:

• Competitive dynamics in the US telematics market;

Weaker economic conditions, partially due to tariffs, resulting in lower freight volumes and reduced capex spending;

• The loss of a large legacy customer; and

• Prioritisation of new growth investment to the significant eRUC opportunity in ANZ which is expected to lead to a slower

growth rate in the US.

This constitutes an impairment indicator for the North American CGU. There are no indicators of impairment for the New Zealand

or Australian CGUs.

Impairment test North American CGU

Management have assessed the recoverable amount of the CGU by reference to its value in use (VIU) determined using a dis-

counted cash flow model over a five-year period using Management forecasts.

The recoverable amounts of the CGU was estimated based on the following key assumptions:

Amount the

VIU exceeds the

carrying value

Revenue

CAGR

WACCTGR

$M’s

(functional currency)

FY26-FY30

North America(78.5)3.1%13.2%2.0%

Operating costs, although pared back slightly, reflect management’s strategy to continue to sustain and win in North America.

NOTE 5 INTANGIBLE ASSETS (CONTINUED)NOTE 5 INTANGIBLE ASSETS (CONTINUED)

PAGE 31 PAGE 32
EROAD Notes to Financial Statements HY26

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

to Group Assets and Obligor EBITDA to Group EBITDA. EROAD was compliant with covenants during the period and at 30

September 2025.

The 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.

NOTE 7 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

$

At 31 Mar 2025 (Audited)187,410,632356.1

Shares issued to employees59,2231.030.0

At 30 Sept 2025 (Unaudited)187,469,855356.1

At 30 September 2025 there was 187,469,855 authorised and issued ordinary shares (31 March 2025: 187,410,632). 386,166 (31

March 2025: 386,166) 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 per share at 30 September 2025 was based on the loss attributable to ordinary

shareholders of ($144.2m) (30 September 2024: loss of $1.5m). The weighted number of ordinary shares on 30 September

2025 was 187,058,023 (30 September 2024: 185,642,091) for basic earnings per share and 187,123,242 for diluted earnings per

share (30 September 2024: 185,653,538).

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 contigent consideration portion classified as equity related to the acquisition of Coretex. There have been

no changes since 31 March 2025.

• 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.

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

remuneration.

Debt and equity

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

NOTE 6 BORROWINGS

NOTE 7 EQUITY

NOTE 6 BORROWINGS

30 SEP 2025 31 MAR 2025

$M‘s$M’s

UnauditedAudited

Current borrowings

Term Loans5.05.0

5.05.0

Non-current borrowings

Term loans 15.017.5

Revolving credit facility3.63.5

Capitalised borrowings costs(0.4)(0.4)

18.220.6

30 SEP 2025

Unaudited

30 SEP 2025

Unaudited

31 MAR 2025

Audited

31 MAR 2025

Audited

Nominal

Interest

Year of

Maturity

Face

Value

$M’s

Carrying

amount

$M’s

Face

Value

$M’s

Carrying

amount

$M’s

Term Loans7.04%202620.020.022.522.5

Revolving credit facility7.04%20263.63.63.53.5

Capitalised borrowing costs-(0.4)-(0.4)

23.623.226.025.6

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

At 30 September 2025, EROAD had the following in place:

$20M (NZD) Term Loan Facility A – the Term Loan has a term of 36 months from 4 October 2023 refinance effective date,

with the facility having a maturity date in October 2026. The total facility commitments reduce by $1.25M on a quarterly basis

from 31 December 2024 until the maturity of the facility. Accordingly, $5.0M of debt has been classified as current. The full

outstanding balance is payable on the termination date.

$45M (NZD) Revolving Credit Facility B – the Revolving Credit Facility has a term of 36 months from 4 October 2023 effective

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 October 2026. Funds may be

drawn in NZ Dollars, AU Dollars, or US Dollars. The total facility commitments reduce by $1.25M on a quarterly basis from 31

December 2024 until the maturity of the facility. The full outstanding balance is payable on the termination date.

$5.0M Multi-option working capital facility – for capital expenditure and general working capital purposes. This is an on

demand facility. The full outstanding balance is payable on the termination date. No amounts were drawn under this facility as

at the reporting date.

NOTE 6 BORROWINGS (CONTINUED)

PAGE 33 PAGE 34
EROAD Notes to Financial Statements HY26

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.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be

applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the

reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they

relate to 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.

As noted in note 5, in light of the reforecasting for North America, the Group has reassessed the recoverability of deferred tax

assets. Consequently, Coretex NZ tax losses have been derecognised, as future taxable profits are no longer expected to support

their utilisation.

NOTE 9 RELATED PARTY TRANSACTIONS

Related party transactions are consistent in nature with those reported in 31 March 2025.

NOTE 10 CAPITAL COMMITMENTS

As at 30 September 2025 the Group had confirmed purchase orders open with its third party manufacturer of hardware units

amounting to $7.7M (31 March 2025: $11.3M).

NOTE 11 CONTINGENT LIABILITIES

During the half year ended 30 September 2025, the Group was served with a lawsuit filed by a third party alleging that EROAD

and Coretex had infringed a number of its patents. From our internal review of the patent claims asserted by the other party,

the Group believes there are grounds in support for why we have not infringed their patents and also plausible grounds that the

patents could be invalid if challenged.

As we firmly believe that we have not infringed any patents no amounts have been provided for in relation to this claim. The

Group has incurred legal costs in defending this claim over the six months ended 30 September 2025 and will continue to incur

legal costs over the next twelve months.

NOTE 12 NET TANGIBLE ASSETS PER SHARE

30 SEP 2025 30 SEP 202431 MAR 2025

$M‘s$M’s$M’s

UnauditedUnauditedAudited

Net assets (equity)186.8311.8331.7

Less Intangibles(131.5)(253.9)(265.6)

Total net tangible assets55.357. 966.1

Net tangible assets per share ($)0.300.310.35

The non-GAAP measure above is disclosed for consistency with the information disclosed in EROAD’s results announced under

the NZX listing rules.

NOTE 13 EVENTS SUBSEQUENT TO BALANCE DATE

There were no further events occurring subsequent to balance date which require adjustment to or disclosure in the 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 8 INCOME TAX EXPENSE

NOTE 9 RELATED PARTY TRANSACTIONS

NOTE 10 CAPITAL COMMITMENTS

NOTE 11 CONTINGENT LIABILITIES

NOTE 12 NET TANGIBLE ASSETS PER SHARE

NOTE 13 EVENTS SUBSEQUENT TO BALANCE DATE

NOTE 8 INCOME TAX EXPENSE

30 SEP 2025 30 SEP 2024

$M‘s$M’s

UnauditedUnaudited

(a) Reconciliation of effective tax rate

Loss before income tax(136.6)(0.1)

Income tax using the Company's domestic tax rate of 28% (38.3)-

Non-deductible expense2 7. 6-

Adjustment related to prior period0.90.6

Utilisation of tax losses previously unrecognised(0.5)0.8

Current-year losses for which no deferred tax asset is recognised3.1-

Derecognition of prior-year tax losses12.5-

Effect of different tax rates of subsidiaries operating overseas2.3-

Income tax expense7. 61.4

(b) Current tax expense

Current year-0.7

Adjustment related to prior period0.9-

0.90.7

(c) Deferred tax expense

Current year6.70.1

Adjustment related to prior period-0.6

6.70.7

Income tax expense7. 61.4

At 30 September 2025 there were no imputation credits available to shareholders (31 March 2025: Nil)

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.

NOTE 8 INCOME TAX EXPENSE (CONTINUED)

PAGE 35 PAGE 36
EROAD Independent Review Report

Independent Auditor’s Review

Report

To the Shareholders of EROAD Limited (Group)

Report on the interim condensed consolidated financial statements

Conclusion

Based on our review, nothing has come to our

attention that causes us to believe that the interim

condensed consolidated financial statements on

pages 9 to 34 do not:

‒ present fairly, in all material respects, the

Group’s financial position as at 30

September 2025 and its financial

performance and cash flows for the 6

months ended then ended and comply with

New Zealand Equivalent to International

Accounting Standard 34 Interim Financial

Reporting (NZ IAS 34) issued by the New

Zealand Accounting Standards Board.

We have completed a review of the accompanying

interim condensed consolidated financial statements

which comprise:

‒ the interim condensed consolidated

statement of financial position as at 30

September 2025;

‒ the interim condensed consolidated

statements of comprehensive income,

changes in equity and cash flows for the 6

months ended then ended; and

‒ notes, including material accounting policy

information.

Basis for conclusion

We conducted our review of the interim condensed consolidated financial statements in accordance with NZ SRE

2410 (Revised) Review of Financial Statements Performed by the Independent Auditor of the Entity (NZ SRE

2410 (Revised)). Our responsibilities are further described in the Auditor's responsibilities for the review of the

interim condensed consolidated financial statements section of our report.

We are independent of EROAD Limited in accordance with the relevant ethical requirements in New Zealand

relating to the audit of the annual financial statements and we have fulfilled our other ethical responsibilities in

accordance with these ethical requirements.

Our f irm has provided other services to the Group in relation to tax c ompliance, tax advisory, agreed upon

procedures in relation to RDTI 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 o f 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.

Use of this Independent Auditor’s Review Report

This report is made solely to the Shareholders. Our review 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 Review 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 for our review work, this report, or any of the conclusions we have formed.

© 2025 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 r ights reserved.

Document classification: KPMG Public


Responsibilities of Directors for the interim condensed consolidated

financial statements


The Directors on behalf of the Group are responsible for:

‒ the preparation and fair presentation of the interim condensed consolidated financial statements in

accordance with NZ IAS 34; and

‒ for such internal control as Directors determine is necessary to enable the preparation of interim

condensed consolidated financial statements that are free from material misstatement, whether due to

fraud or error.

Auditor's responsibilities for the review of the interim condensed

consolidated financial statements


Our responsibility is to express a conclusion on the interim condensed consolidated financial statements based

on our review.

NZ SRE 2410 (Revised) requires us to conclude whether anything has come to our attention that causes us to

believe that the interim condensed consolidated financial statements, taken as a whole, are not prepared, in all

material respects, in accordance with NZ IAS 34.

A review of the interim condensed consolidated financial statements in accordance with NZ SRE 2410 (Revised)

is a limited assurance engagement. The auditor performs procedures, consisting of making enquiries, primarily of

persons responsible for financial and accounting matters, and applying analytical and other review procedures.

The procedures performed in a review are substantially less than those performed in an audit conducted in

accordance with International Standards on Auditing (New Zealand) and consequently does not enable us to

obtain assurance that we would become aware of all significant matters that might be identified in an audit.

Accordingly, we do not express an audit opinion on the interim condensed consolidated financial statements.

The engagement partner on the review resulting in this independent auditor’s review report is Matthew Diprose.


For and on behalf of:



KPMG

Auckland


21 November 2025

PAGE 37 PAGE 38
EROAD GAAP to Non-GAAP Reconciliations HY26

GAAP to Non-GAAP Reconciliations

For the six months ended 30 September 2025

EBIT/EBITDA

30 SEP 2025 30 SEP 2024

$M‘s$M’s

Loss after tax for the period attributable to the shareholders (GAAP)(144.2)(1.5)

Add back:

Income tax expense7. 6 1.4

Net financing costs2.7 2.5

Earnings before interest and tax (EBIT)(133.9)2.4

Add back:

Depreciation of property, plant and equipment10.8 11.0

Amortisation of intangible assets11.6 10.4

Amortisation of contract and customer acquisition assets5.5 5.4

Impairment of goodwill and other assets134.7 -

Earnings before interest, taxation, depreciation, amortisation and

impairment loss (EBITDA)

28.7 29.2

Reported EBIT(133.9)2.4

Adjustments:

Impairment of goodwill and other assets134.7 -

4G Hardware upgrade costs1.7 2.3

Normalised EBIT2.5 4.7


GAAP to Non-GAAP Reconciliations (continued)

For the six months ended 30 September 2025

Free cash flow / Free cash flow to the firm

30 SEP 2025 30 SEP 2024

$M‘s$M’s

Cash flows from operating activities

Cash received from customers97. 3 96.1

Payments to suppliers and employees(65.8)(71.4)

Payments for contract fulfilment assets(4.6)(5.1)

Interest received0.4 0.4

Interest paid(1.5)(2.6)

Tax paid(0.1)(0.1)

Net cash inflow from operating activities (GAAP)25.7 1 7. 3

Cash flows from investing activities

Payments for investment in property, plant & equipment(12.4)(9.1)

Payments for investment in intangible assets(7.5)(8.8)

Payments for investment in costs to obtain contracts(0.7)(1.5)

Net cash outflow from investing activities (GAAP)(20.6)(19.4)

Free cash flow5.1 (2.1)

(Deduct)/add back:

Interest received(0.4)(0.4)

Interest paid1.5 2.6

Free cash flow to the firm6.2 0.1

Adjustments:

4G Hardware upgrade costs10.56.1

Normalised free cash flow to the firm16.7 6.2

GAAP to Non-GAAP Reconciliation

EROAD’s standard profit measure prepared under New Zealand GAAP is net profit/(loss) and for cash flow is cash flows from

operating activities and cash flows from investing activities. EROAD has used non-GAAP measures when discussing financial and

cash flow performance in this document. The directors and management believe that these measures provide useful information

as they are used internally to evaluate business units and total group performance and to establish operational goals and allocate

resources. Non-GAAP profit and cash flow measures are not prepared in accordance with NZ IFRS (New Zealand equivalents

to International Financial Reporting Standards) and are not uniformly defined; therefore, the non-GAAP profit and cash flow

measures included in this report are not comparable with those used by other companies. They should not be viewed in isolation

or as a substitute for GAAP profit or cash flow measures as reported by EROAD in accordance with NZ IFRS.

Definitions relating to non-GAAP measures are included in the glossary at the back of this report.

EROAD Interim Report 2026
PAGE 39 PAGE 40

ANNUALISED RECURRING REVENUE (ARR)

A non-GAAP measure representing monthly subsription

revenue including bundled rental hardware, measured

each month by taking subscription revenue for that month

and multiplying by 12 to annualise. This measure has been

restated to remove amortised revenue which is not recurring

by nature.

AVERAGE REVENUE PER UNIT (ARPU)  

A non-GAAP measure that is calculated by dividing the total

subscription revenue for the reporting period by the TCU

balance at the end of each month during this period.

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.

CHURN

The inverse of the asset retention rate.

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. 

EBIT

A non-GAAP measure representing Earnings before Interest

and Taxation (EBIT). Refer to Consolidated Statement of

Comprehensive Income in Financial Statements.

EBITDA

A non-GAAP measure representing Earnings before Interest,

Taxation, Depreciation, Amortisation and impairment loss

(EBITDA).

ENTERPRISE

A customer where the $ARR is more than $100k in local

currency for the Financial year reported.

FREE CASH FLOW

A non-GAAP measure representing operating cash flow and

investing cash flow reported in the Statement of Cash Flows.

FREE CASH FLOW TO THE FIRM

A non-GAAP measure representing operating cash flow and

investing cash flow net of interest paid and received. For the

purposes of this presentation, payments for the acquisition

of Coretex have been excluded.

FY (FINANCIAL YEAR)

Financial year ended 31 March.

H1 (HALF ONE)

For the six months ended 30 September.

H2 (HALF TWO)

For the six months ended 31 March.

LEASE DURATION

Future contracted income as a proportion of reported

revenue.

NORMALISED EBIT

Excludes one-off 4G hardware upgrade program $1.7m

(H1 FY25 $2.3m) and impairment of goodwill and other

assets of $134.7m (H1 FY25 nil).

NORMALISED FREE CASH FLOW TO THE FIRM

Excludes one-off 4G hardware upgrade costs.

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.

TOTAL CONTRACT VALUE (TCV)

The total value of a customer contract over its entire

duration, including recurring revenue (e.g., ARR) and any

one-off payments

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). 

GLOSSARY

EROAD Interim Report 2026
PAGE 41 PAGE 42

eroadglobal.com/investors

PAGE 41

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, 92128

United States of America

1 Link Road,

Zetland, NSW 2017,

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

---

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 6 months to 30 September 2025

Previous Reporting Period 6 months to 30 September 2024

Currency New Zealand Dollars

Amount (000s) Percentage change

Revenue from continuing

operations

99,113 3%

Total Revenue 99,113 3%

Net profit/(loss) from

continuing operations

(142,440) -19118%

Total net profit/(loss) (144,161) -9339%

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

0.29 0.28

A brief explanation of any of

the figures above necessary to

enable the figures to be

understood

The current results include an impairment loss in the North American

CGU. Please refer to the interim report for further details. For

commentary on the result, please refer to the Interim Report for the

six months ended 30 September 2025. Net Tangible assets excludes

deferred tax assets/(liabilities) and intangibles.

Authority for this announcement

Name of person authorised to

make this announcement

Ciara McGuigan

Contact person for this

announcement

Ciara McGuigan

Contact phone number (09) 927 4700

Contact email address Ciara.mcguigan@eroad.com

Date of release through MAP 21 November 2025

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.