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SDL H1 FY2026 Financial Results and Interim Dividend

Full Year Results25 February 2026SDLConsumer Discretionary

Transforming Global Customer
Communications leveraging AI

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For the six months ended

31 December 2025

INTERIM

REPORT

FY2026 1H Highlights
For the six months ended 31 December 2025

• Net profit after tax declined 91% to $0.21 million

and EPS of 1.5 cents

• Revenue declined 34.5%

• EBITDA declined 81% to $0.69 million

• Cash flow from operations -$0.77 million and net

cash at 31 December 2025 was $8.36 million

(about 57 cents per share)

• Interim dividend of 2.0 cents per share (fully

imputed)

• Successful development and launch of nGAGE for

UK dental market

• FY2026 earnings guidance maintained at $0.1 to

$0.6 million

Table of Contents
Directors’ & Chief Executive Officer’s Report

Result Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Operational Commentary ................................................5

Financial Performance ..................................................6

Balance Sheet, Liquidity and Debt ........................................7

Dividend and Capital Management ........................................8

Governance and Management ...........................................9

nGAGE ...............................................................9

Strategy .............................................................10

FY 2026 Outlook ......................................................10

Consolidated Interim Financial Statements

Consolidated Statement of Profit or Loss and Other Comprehensive Income

(unaudited) ..........................................................14

Consolidated Statement of Changes In Equity (unaudited) ..................15

Consolidated Statement of Financial Position (unaudited) ...................16

Consolidated Statement of Cash Flow (unaudited) .........................18

Notes to the Financial Statement (unaudited)

1. Corporate Information ...............................................20

2. Significant Accounting Policies .......................................21

3. Estimates ..........................................................21

4. Segment Information ................................................24

5. Cash & Cash Equivalents .............................................24

6. Short-term Deposits .................................................25

7. Share Capital & Share-based Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

8. Related Parties .....................................................27

9. Events after the Balance Date .........................................27

Company Directory ....................................................28

4 Directors’ & Chief Executive Officer’s Report
Directors’ & Chief Executive

Officer’s Report

Result Overview

Solution Dynamics Limited (“SDL” or “Company”) produced an unaudited net profit after tax of $0.21

million for the FY2026 half year (1H FY2025 $2.34 million), down 90.9%. This represents undiluted

earnings per share of 1.46 cents. The key factor is a 34.5% drop in revenue, the result of minimal

business this year from what was the Company’s largest customer last year. Other factors affecting

first half earnings included some one-off revenue and one-off customer remediation costs although

these broadly netted out.

As usual, the first half of the financial year reflects a seasonal higher activity of customer jobs in the

New Zealand operations. First half earnings were also affected by the costs associated with SDL’s

development of its new nGAGE product for the UK and ultimately the global dental communications

market (all nGAGE costs are expensed, there is no capitalisation).

In the NZ print and mail house market, SDL’s print volume grew 1% although mail lodgements

declined 5%. This continues to be a reasonable result given the NZ market remains in structural

decline. The cumulative effect from several years of significant postage cost increase by NZ Post is

clearly affecting some of SDL’s customer behaviour. During the half year, several customers noted

they were looking to become more efficient with their communications programmes and improve

their usage of digital channels.

Cash flow from operations was -$0.77 million (1H FY2025 $5.19 million) with cash flow from trading

declining to $0.65 million. The closing net cash position at 31 December was $8.36 million (1H

FY2025 $12.41 million) with the decline resulting from working capital changes and payment for a

new mail inserter (circa $1.5 million) late in the half. Favourable working capital timing in the prior

period overstated the FY2025 underlying cash position – the FY2025 Annual Report released in

August 2025 noted the then underlying cash position was around $9-10 million.

The key activity in the first half was the successful development of nGAGE, with the MVP (minimum

viable product) built in approximately four months and showcased at a UK dental conference in

November 2025.

The Directors have declared an interim FY2026 dividend of 2.0 cents per share (1H FY2025 nil).

Solution Dynamics | 2025-26 Interim Report 5
Operational Commentary

Operating revenue declined 34.5% to $17.09 million. The fall was entirely from international revenue;

growth in New Zealand revenue was around 20%. While part of the New Zealand growth was

from increased pricing, the majority was from the pass through of higher NZ Post postage rates

(Outsourced Services revenue rose 36.9% to $8.18 million), which are very low margin and have

minimal effect on earnings.

SDL has maintained its leading market share for Council communications in NZ. The split out of

water infrastructure from Councils is creating sales opportunities; the Company already has New

Zealand’s largest Council-owned water utility as a customer. NZ sales efforts continue to focus on

“digital first” communications as part of a complete multi-channel communications approach. Email

volumes in New Zealand were 2.5% ahead of the prior year, reinforcing the migration to digital.

Internationally, we are seeing strong growth from Pitney Bowes (click-based SaaS revenue) and

gains from a legacy dental communications product (will be replaced by nGAGE).

SG&A (Selling, General and Administration) costs declined 26.6% year-on-year, following the

significant restructuring in late-2024/early-2025, partly offset by inflation-related rises in general

costs, plus modest increases in wage and salary costs.

6 Directors’ & Chief Executive Officer’s Report
Financial Performance

Earnings before interest, tax, depreciation, and amortisation (EBITDA) declined 81.4% to $0.69

million (1H HY2025 $3.72 million) on sales revenue that fell 34.5%.

Summary Financial Performance

Yr-on-YrYr-on-Yr

(all figures $000)1H FY261H FY25$ Change% Change

Total Revenue17,09226,091-8,999-34.5%

Cost of Goods Sold12,50617,065-4,559-26.7%

Gross Profit4,5869,026-4,440-49.2%

Gross Margin (%)26.8%34.6%

Selling, General & Admin Costs3,8965,311-1,415-26.6%

EBITDA6903,715-3,025-81.4%

EBITDA Margin (%)4.0%14.2%

Depreciation456424327.5%

Amortisation3027311.1%

EBIT2043,264-3,060-93.8%

Net Interest Paid/(Rec’d)-63-62-11.6%

Net Profit before Tax2673,326-3,059-92.0%

Taxation53983-930-94.6%

Net Profit after Tax2142,343-2,129-90.9%

The EBITDA margin declined from 14.2% to 4.0% with the lower Gross Margin (26.8% from 34.6% the

prior year), the result of operating leverage on lower revenue as well as the increase in low margin

postage revenue in New Zealand.

SDL’s taxation rate in 1H FY2026 was 19.9% versus 29.6% in the prior period, with the lower rate the

result of R&D tax credits.

Revenue Analysis

Yr-on-YrYr-on-Yr

(all figures $000)1H FY261H FY25$ Change% Change

Software & Technology6,76817,671-10,903-61.7%

Digital Print & Document Handling2,1432,442-299-12.2%

Outsourced Services8,1815,9782,20336.9%

Total Revenue17,09226,091-8,999-34.5%

Solution Dynamics | 2025-26 Interim Report 7
Total revenue was down 34.5% on the prior year. Software and Technology revenue, which is mostly

in International, fell 61.7% to $6.77 million, the result of receiving only minimal revenue from the

prior year largest customer. Digital Print and Document Handling revenue, which is all in New

Zealand, declined 12.2% to $2.14 million reflecting flattish print volumes but lower mail lodgements

and a negative change in customer mix (more lower margin customer volumes). Outsourced

Services revenue, which is all in New Zealand, grew 36.9% to $8.18 million largely reflecting the

increase in postage rates by NZ Post.

Balance Sheet, Liquidity and Debt

SDL closed the half year with net cash on hand of $8.36 million, versus $12.41 million in 1H FY2025.

A bank overdraft facility of $0.2 million remains in place but is unused. Note the prior year cash

position unduly benefitted from working capital timing of receivables and payables.

Capital expenditure for the half year was around $1.5 million (negligible capex in 1H in the

prior financial year). SDL needed to upgrade mail inserter equipment (one new machine, one

refurbishment) after the supplier EOL’d (end of life) the current equipment (this was an industry-wide

issue). The cost of the new inserter equipment and the refurbishment accounted for almost all of

the capex for the half year.

Selected Balance Sheet and Cashflow

Figures

Yr-on-YrYr-on-Yr

(all figures $000)1H FY261H FY25$ Change% Change

Net Cash on Hand (net of debt)8,35512,405-4,050-32.6%

Non-current Assets (excl Right of Use)2,8551,675 1,180 70.4%

Right of Use Assets1,3961,431-35-2.4%

Net Other Liabilities (excl Lease Liabilities)-62-2,803 2,741 -97.8%

Lease Liabilities-1,417-1,45639-2.7%

Net Assets11,12711,252-125-1.1%

Cashflow from Trading6502,982-2,332-78.2%

Movement in Working Capital-1,416 2,206 -3,622n.m.%

Cash Inflow from Operations-7665,188-5,954n.m.%

Book value (net assets) decreased 1.1% to $11.13 million.

8 Directors’ & Chief Executive Officer’s Report
Dividend and Capital Management

Earnings per share was 90.8% lower at 1.5 cents.

The Directors have declared an interim dividend of 2.0 cents per share (fully imputed). Following

the requirement to upgrade inserter equipment, there are minimal near-term capital expenditure

requirements. SDL’s payout ratio (covering dividends and buybacks) is no longer constrained by the

co-funding from New Zealand Trade and Enterprise’s (NZTE) International Growth Fund (IGF). As

a result, the Directors intend to fully pay out earnings as dividends and, subject to no acquisition

activity, continue to utilise excess cash in buying back stock. SDL is sensitive to the price it pays in

buying back stock to ensure any stock re-purchases are value accretive to the Company.

During the half, SDL bought back 38.3k shares. For much of the period, the Company was holding

potentially material inside information and was unable to undertake any on-market share buyback

activity.

Earnings and Dividend per Share

Yr-on-YrYr-on-Yr

1H FY261H FY25Change% Change

Shares on Issue (000)14,681.514,719.8-38.3-0.3%

Earnings per share (cents)1.4615.92-14.46-90.8%

Dividend per share (cents)2.00.02.0n.a.

Dividend proportion Imputed100.0%n.a.n.a.n.a.

Payout ratio (on NPAT)137.2%n.a.n.a.n.a.

While SDL has a strong net cash position, the Directors continue to maintain a preference for

financial flexibility. The Company continues to review possible acquisition opportunities and

emphasises that any transaction must add shareholder value.

Solution Dynamics | 2025-26 Interim Report 9
Governance and Management

SDL’s CEO, Pat Brand, stepped down from the CEO role at end December 2025 due to ongoing family

medical issues.

Pat made a significant contribution in steering the Company through COVID, and continuing Nelson

Siva’s legacy of transitioning SDL from a print/mail house towards an increasingly software-oriented

organisation. Pat played an instrumental role in re-aligning the cost structure post the major

customer RFP process in late 2024, plus leading the development of the nGAGE product.

Pat has key customer relationships and market knowledge in the US. From 1 January 2026 he

joined SDL’s Board of Directors with a particular emphasis on providing strategic input and support

to international product and customer initiatives internationally that are critical to the Company’s

growth prospects.

SDL’s CFO, Susie Watts, assumed the role of Acting CEO from 1 January 2026 with executive

support continuing from Board Chair John McMahon and other directors as needed.

nGAGE

nGAGE is SDL’s AI driven growth platform for dental groups. It connects natively to Dentally, a dental

practice management software package, to automate targeted patient communications that aims

to improve dental chair utilisation, reactivate lapsed patients, reduce no shows, and cross sell

treatments – while providing analytics about the return on each marketing campaign.

Development commenced in early August 2025, with the MVP delivered in time for successful

demonstration at the November UK dental conference that generated strong interest. Following

this, one prospect committed to serving as the pilot customer, enabling nGAGE to be trialled

across several of its practice sites from mid December. The pilot progressed successfully, with the

customer going live in February 2026, and nGAGE is now set for a phased rollout across all 18 of the

customer’s dental sites.

nGAGE leverages rich dental patient data to drive measurable practice growth and strengthen

ongoing patient engagement and retention. As a material upgrade on SDL’s prior dental solution,

nGAGE delivers essential marketing capabilities that core practice management systems do

not provide. It is tightly integrated with Dentally patient information, enabling precise, targeted

campaigns powered by built in AI. The AI engine supports campaign creation, patient analysis, cross

sell identification, operational queries, and continuous performance feedback.

AI supports nGAGE across multiple dimensions, including analysing patient data to recommend

targeted campaigns for specific treatments and lapsed patients, resolving operational and support

queries, providing campaign performance insights, identifying cross sell opportunities, and

monitoring key practice metrics.

For further product details, refer to https://solutiondynamics.com/ngage-ai

10 Directors’ & Chief Executive Officer’s Report
The data architecture underlying nGAGE means it can be utilised in vertical markets aside from

dental, although the UK dental market is where SDL’s initial sales focus will be applied over 2026.

Importantly, this is the first software solution SDL has provided that is not enterprise focused. It is

an “out of the box” solution with the ability to scale beyond a single customer.

Strategy

SDL’s strategy remains a “Digital First” approach to customer communications software and

services, along with seeking further efficiency gains in New Zealand operations to maintain

commercial viability in a declining market.

The near-term focus for FY2026 and into FY2027 is:

1. Improving operational efficiency, building on the earlier restructuring, and increasing internal

work flow automation.

2. Sales efforts locally aimed at building on SDL’s strong position in the Councils’ sector by

targeting the water spin-off entities from Councils, along with sales efforts into Australian

Councils in conjunction with an Australian print partner.

3. nGAGE is SDL’s first product with AI designed and built in from day one. It leverages AI to

improve our customers’ ability to deliver targeted and effective marketing campaigns. The

crucial near-term international sales efforts are with nGAGE in the UK, to prove out the extent of

customer demand and sales pipeline conversion rates. nGAGE has broader application beyond

the UK dental market; in addition to dental markets in other countries, its architecture allows it

to deliver communications solutions to a range of verticals.

FY 2026 Outlook

Trading conditions are mixed. International performance remains robust, with strong activity from

existing customers in the US and UK.

The New Zealand market, however, is facing growing pressure as significant increases in postage

rates continue to be implemented by NZ Post – standard retail mail postage price rose 26% at

the end of FY2025, on top of a 15% increase the prior year. These increases are driving customers

toward digital channels at an accelerated pace. This faster than expected transition is compressing

gross margins, as digital communications generate lower margins than traditional print. Everything

that can digitise, will digitise, especially transactional mail. The effect on marketing-related

communications seems less pronounced given the “digital overload” into mobile phones and email

inboxes. This trend may result in SDL continuing to gain market share, especially in traditional print-

heavy customers who require an omni-channel solution but want to progressively move towards

digital. However, this will also mean ongoing pressure on earnings from New Zealand operations.

Opportunities with Australian councils, in New Zealand from the externalisation of Council water

infrastructure and billing, along with the UK launch of nGAGE are expected to support future growth

although these are unlikely to be meaningful contributors to FY2026 results.

Solution Dynamics | 2025-26 Interim Report 11
nGAGE is likely to have a short term earnings drag through 2026 as customer uptake builds,

reflecting continued investment in scaling the platform.

nGAGE has already secured its first corporate dental group customer and this converted from trial

phase to full onboarding as a customer in early 2H. A second corporate group with more than 40

practice sites has also now signed up for phased rollout across its network. As previously noted, the

opportunity pipeline for nGAGE is substantial, although the conversion rate and time from pipeline

to customer is variable at this early stage. While nGAGE will incur additional (unbudgeted) costs

over the second half of FY2026, the Company views it as a meaningful long term value driver, with

strong revenue and earnings potential. To accelerate this opportunity, the Company is investing in

continued product development, market launch and commercial scale up – beginning in the UK and

likely to progress into the US and Australia/NZ.

While SDL’s second half of the financial year is typically seasonally weaker than the first, a modest

profit is expected in 2H FY2026. SDL is maintaining its guidance range for an FY2026 profit in the

range of $0.1 million to $0.6 million.

The usual risk factors apply to second half expectations and include other contract renewals, the

extent of new business success, along with global macroeconomic concerns and continued foreign

exchange volatility given SDL’s operations in the US and UK.

Consolidated Interim
Financial Statements

14 Consolidated Interim Financial Statements
Consolidated Statement of Profit or Loss and Other Comprehensive Income

(unaudited)

For the six months ended 31 December 2025

6 Months Ended

31 Dec 2025

$000

6 Months Ended

31 Dec 2024

$000

Year Ended

30 Jun 2025

Audited

$000

Revenue from contracts with customers17,01825,94540,919

Other income74146405

Total Revenue and Income17,09226,09141,324

Changes in inventories of finished goods and

work in progress

4,00814,02120,766

Raw materials and consumables used8,4813,0476,272

Employee benefit expenses2,1383,5816,935

Other expenses1,7751,7272,905

Earnings before Interest, Tax, Depreciation

& Amortisation (EBITDA)6903,7154,446

Depreciation456424861

Amortisation302760

Finance Costs455294

Finance Income(108)(114)(217)

Net Finance costs/(income)(63)(62)(123)

Profit before Income Tax2673,3263,648

Income Tax539831,029

Net Profit after Income Tax2142,3432,619

Other Comprehensive Income

Items that may be reclassified subsequently

to profit and loss:

Exchange gain/(loss) on translation of

foreign operations

5523986

Other Comprehensive Gain/(Loss) Net of Tax5523986

Total Comprehensive Income for the Year2692,5822,705

Earnings per Share – Net Profit after TaxCentsCentsCents

Basic earnings per share1.515.917.8

Diluted earnings per share1.415.317.8

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

Solution Dynamics | 2025-26 Interim Report 15
Consolidated Statement of Changes In Equity (unaudited)

For the six months ended 31 December 2025

Share

Capital

$000

Employee

Share Option

Plan

$000

Foreign

Currency

Translation

Reserve

$000

Accumulated

Profit

$000

Total

Equity

$000

Balance 1 July 2024 5,574 166 21 3,241 9,002

Issue of share options to

employees

-36--36

Dividends paid---(368)(368)

Transactions with Owners-36-(368)(332)

Profit for the period after tax---2,3432,343

Other comprehensive loss --239-239

Total Comprehensive Income--2392,3432,582

Balance 31 December 20245,5742022605,21611,252

Balance 1 July 2024 5,574 166 21 3,241 9,002

Lapse of share options to

employees

-(14)--(14)

Share Buybacks(9)---(9)

Dividends paid---(368)(368)

Transactions with Owners(9)(14)-(368)(391)

Profit for the period after tax---2,6192,619

Other comprehensive income--86-86

Total Comprehensive Income--862,6192,705

Balance 30 June 2025 (audited) 5,565 152 107 5,492 11,316

Share Buybacks(17)---(17)

Dividends paid---(441)(441)

Transactions with Owners(17)--(441)(458)

Profit for the period after tax---214214

Other comprehensive income--55-55

Total Comprehensive Income--55214 269

Balance 31 December 2025

(unaudited)5,548 152 162 5,265 11,127

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

16 Consolidated Interim Financial Statements
Consolidated Statement of Financial Position (unaudited)

As at 31 December 2025

As at

31 Dec 2025

$000

As at

31 Dec 2024

$000

As at

30 Jun 2025

Audited

$000

Current Assets

Cash and cash equivalents5,3559,4056,693

Short-term cash deposits3,0003,0004,500

Trade & other receivables3,2752,6593,754

Inventories499506329

Prepayments357294578

Total Current Assets12,48615,86415,854

Current Liabilities

Trade and other payables2,8314,3474,101

Provision for taxation63798682

Deferred contract revenue338186407

Lease liability735735735

Employee benefit liabilities705734693

Total Current Liabilities4,6726,8006,618

Working Capital7,8149,0649,236

Non-Current Assets

Property, plant & equipment1,459220220

Right of use assets1,3961,4311,354

Goodwill & intangible assets1,1511,2291,181

Deferred tax benefit245226245

Total Non-Current Assets4,2513,1063,000

Continued on the next page ...

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

Solution Dynamics | 2025-26 Interim Report 17
Consolidated Statement of Financial Position (unaudited)

As at 31 December 2025

As at

31 Dec 2025

$000

As at

31 Dec 2024

$000

As at

30 Jun 2025

Audited

$000

Non-Current Liabilities

Lease liability682721652

Long-term Employee benefit

liabilities

256197268

Total Non-Current Liabilities 938 918920

Net Assets11,12711,25211,316

Equity

Share Capital5,5485,5745,565

Employee share option plan152202152

Foreign currency translation

reserve

162260107

Accumulated profit5,2655,2165,492

Total Equity11,12711,25211,316

For and on behalf of the Board who approved these financial statements for issue on 26 February 2026.

For and on behalf of the Board

John McMahon – Director (Chair)

Date: 26 February 2026

Andy Preece – Director

(Chair of Audit & Risk)

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

18 Consolidated Interim Financial Statements
Consolidated Statement of Cash Flow (unaudited)

For the six months ended 31 December 2025

6 Months to

31 Dec 2025

$000

6 Months to

31 Dec 2024

$000

Year to

30 Jun 2025

Audited

$000

Cash Flow from Operating Activities

Cash was provided from:

Receipts from customers19,82629,04344,911

Other income74146405

19,90029,18945,316

Cash was applied to:

Payments to suppliers19,13422,69539,989

Income tax paid672983628

GST and VAT paid/(received)860323406

20,66624,00141,023

Net Cash Inflow/(Outflow) from

Operating Activities

(766)5,1884,293

Cash Flow from Investing Activities

Cash was applied to:

Transfer to short-term cash deposits3,000 3,000 4,500

Purchase of property, plant & equipment

& capital works in progress

1,3091865

4,3093,0184,565

Cash was provided from:

Interest received108114217

Transfer from short-term cash deposits4,500 3,000 3,000

4,6083,1143,217

Net Cash Inflow/(Outflow) from

Investing Activities

299 96 (1,348)

Continued on the next page ...

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

Solution Dynamics | 2025-26 Interim Report 19
Consolidated Statement of Cash Flow (unaudited)

For the six months ended 31 December 2025

6 Months to

31 Dec 2025

$000

6 Months to

31 Dec 2024

$000

Year to

30 Jun 2025

Audited

$000

Cash Flow from Financing Activities

Cash was applied to:

Payment of dividends441368368

Share buy backs17-9

Interest Paid455294

Lease liability payments368409731

8718291202

Net Cash Outflow from Financing

Activities

(871)(829)(1,202)

Net Change in Cash and Cash

Equivalents

(1,338)4,4551,743

Add cash & cash equivalents held

at beginning of year

6,6934,9504,950

Cash and Cash Equivalents at End

of Year5,3559,4056,693

Reconciliation of net surplus after income tax for the year with net cash inflow from operating

activities

Net surplus after income tax2142,3432,619

Interest expense (reclassified as

financing activities)

45 52 94

Interest (income) (reclassified as

financing activities)

(108)(114)(217)

Add non-cash items:

Depreciation & Amortisation of

assets

486451921

Gain/(loss) on foreign exchange15 (25)(191)

Other non-cash items(2)275275

Cash Flow from Trading6502,9823,501

Add movements in Working Capital(1,416)2,206792

Net Cash Inflow from Operating

Activities

(766)5,1884,293

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

20 Consolidated Interim Financial Statements
Notes to the Financial Statement (unaudited)

For the six months ended 31 December 2025

1. Corporate Information

Basis of Preparation

The condensed unaudited interim financial statements include the accounts of Solution Dynamics

Limited (SDL or Company) and its subsidiaries. The condensed unaudited interim financial

statements for the six months ended 31 December 2025 were authorised for issue in accordance

with a resolution of directors on 26 February 2026.

These unaudited interim financial statements are for the six months ended 31 December 2025

and are presented in rounded thousands NZ$, which is the functional currency of the parent

company. They have been prepared in accordance with New Zealand’s generally accepted

accounting practices and comply with New Zealand Equivalent to International Accounting

Standard 34 (NZ IAS 34) and IAS 34 “Interim Financial Reporting” (IAS 34). They do not include

all of the information required in annual financial statements in accordance with International

Financial Reporting Standards (IFRS) and should be read in conjunction with the consolidated

financial statements for the year ended 30 June 2025. The same accounting policies and

methods of computation are followed in the interim financial statements as compared with the

most recent annual financial statements for the year ended 30 June 2025.

Solution Dynamics Limited is a public company incorporated and domiciled in New Zealand and is

listed on the NZX. The registered office is located at 18 Canaveral Drive, Albany in Auckland.

Details on subsidiaries is provided below:

Proportion of Ownership Interests (%)

Entity nameCountry of Incorporation and

Primary Place of Business

20252024

Solution Dynamics

International Limited

United Kingdom100%100%

Solution Dynamics

Incorporated

United States of America 100%100%

Déjar International Limited New Zealand100%100%

Solution Dynamics

Australia Pty Ltd Australia100%n.a

Nature of Operations

The Group offers a range of integrated solutions encompassing data management, electronic digital

printing, document distribution, web presentation and archiving, fulfilment, traditional print services,

scanning, data entry and document management.

Solution Dynamics | 2025-26 Interim Report 21
Accounting Framework

The parent company, Solution Dynamics Limited, is a profit-oriented entity, domiciled in New Zealand,

registered under the companies Act 1993 and listed on the New Zealand Stock Exchange. Solution

Dynamics Limited is an FMC Reporting Entity under the Financial Markets Conducts Act 2013 and the

Financial Reporting Act 2013.

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

in New Zealand (NZ GAAP) and other authoritative pronouncements issued by the New Zealand

Accounting Standards Board (NZ ASB).

2. Significant Accounting Policies

Re-presentations

To Improve disclosure effectiveness and to align with the annual financial statements, the Group has

made a number of reclassifications to the interim Financial Statements in the current period.

The previously separate Consolidated Statement of Profit or Loss and Consolidated Statement of

Comprehensive Income have combined into the Consolidated Statement of Profit or Loss and Other

Comprehensive Income.

The simplifications have also resulted in a number of segregation and amendments where line

items are not material and affected comparatives have been re-presented for consistency. These

re-presentations have not had an impact on the Profit after tax or Total Comprehensive Income in the

Statement of Profit or Loss and Other Comprehensive Income, Net Assets in the Statement of Financial

Position, or the Net increase/ (decrease) in cash presented in the statement of Cash Flows.

3. Estimates

When preparing the interim financial statements, management undertakes several judgements,

estimates and assumptions about recognition and measurement of assets, liabilities, income and

expenses. The actual results may differ from the judgements, estimates and assumptions made by

management, and will seldom equal the estimated results.

The judgements, estimates and assumptions applied in the interim financial statements, including

the key sources of estimation uncertainty were the same as those applied in the Group’s last annual

financial statements for the year ended 30 June 2025.

The consolidated financial statements have been prepared under the assumption that the Group

operates as a going concern.

3.1 Revenue, Income, and Segment Reporting

Revenue is recognised when control of a product or service, or a distinct performance obligation is

transferred to the customer. Where multiple products or services are sold in a single arrangement,

revenue is recognised for each distinct good or service.

22 Consolidated Interim Financial Statements
Digital Printing & Document Services revenue

Service revenue is earned from providing mail house operations, high-volume postal business and

ancillary document handling operations such as automated envelope inserting and flow-wrap.

The lodgement and distribution of these documents is managed using a variety of machines and

processes.

Alongside our services, we offer Digital Mail Centre (DMC) enabling customers/users to generate

print, email, or SMS communications from pre-configured templates. Customer/users manage and

create their own templates using template builders within the system.

Revenue is recognised over time using the output method as the relevant services are completed

and delivered to the customer.

Outsourced Services revenue

Outsourced services revenue is earned on combined functions or components such as postage,

third party offset printing, freight, paper and envelopes. These are integrated into the above service

offerings. Long-term arrangements have been established with key suppliers such as NZ Post, for

the provision of these services.

For performance obligations involving the delivery of goods (e.g., paper, envelopes), revenue is

recognised at the point in time when control is transferred to the customer, usually upon receipt of

the goods.

For services where the customer benefits from the service as it is performed, revenue is recognised

over time via the output method. The measure of progress toward satisfying these performance

obligations is determined based on the extent of services delivered or consumed by the customer

during the period.

Digital Software & Technology revenue

Software platforms are leveraged to onboard customers, facilitate the sending and tracking

of documentation through physical and digital channels and manage archiving and retrieval

processes using a SaaS model (software as a service arrangement). Revenue earned from the

platform can be structured as a monthly subscription or charged on a per-document basis.

Revenue earned is recognised over-time via the output method as customers simultaneously

and continuously derive the benefit from their subscription rights or at a point in time on a per-

document basis as the performance obligation is met instantly with a customer self-generated

digital print.

Segment Reporting

The Group operates in one business segment, the supply of customer communication solutions.

These include a range of integrated document management products and services separated

into three streams; Software & Technology, Digital Printing & Document Handling Services and

Outsourced revenue.

Solution Dynamics | 2025-26 Interim Report 23
An overhead structure including sales, marketing and administration departments provides services

for all of the above revenue streams.

Revenue from contracts with customers

2025 1HDigital Printing &

Document Services

Outsourced

Services

Digital Software

& Technology

Total

Revenue recognised

over time

2,1437,6946,29316,130

Revenue recognised at

a point in time

- 487401888

Total2,1438,1816,69417,018

2024 1HDigital Printing &

Document Services

Outsourced

Services

Digital Software

& Technology

Total

Revenue recognised

over time

2,4425,53817,00924,989

Revenue recognised at

a point in time

- 440516956

Total2,4425,97817,52525,945

Other income

6 Months Ended

31 Dec 2025

6 Months Ended

31 Dec 2024

Year Ended 30 Jun

2025 Audited

Government grant income67121214

Other Income725191

Total Other Income74146405

3.2 Other Estimates

Seasonality

Communications volumes are typically seasonally stronger in the July to December period meaning

that SDL’s interim result is typically stronger than its second half financial performance.

24 Consolidated Interim Financial Statements
4. Segment Information

Segment Assets

Assets are not segmented between service streams.

Information about major customers

Included in revenue from customer contracts of $17.02 million (2024: $25.95 million) are service

revenues of $3.29 million (2024: $12.03 million) which arose from sales to the Company’s largest

customer.

Included in revenue from customer contracts of $17.02 million (2024: $25.95 million) are service

revenues of $7.92 million (2024: $16.83 million) which arose from sales of the top five customers in

the group.

Geographical information

The Group has customers in New Zealand, Australia, United States of America, and Europe.

Revenue from external customersNon-current assets

6 Months

to 31 Dec

2025

6 Months

to 31 Dec

2024

Year to

30 June

2025

As at

31 Dec

2025

As at

31 Dec

2024

As at

30 June

2025

New Zealand11,6929,75419,7774,2443,0962,994

Australia571551 1,155 ---

United States

of America

2,09713,55615,467222

Europe2,6582,0844,520584

Total17,01825,94540,9194,2513,1063,000

5. Cash & Cash Equivalents

As at

31 Dec

2025

As at

31 Dec

2024

As at

30 June

2025 Audited

Cash at bank5,3559,4056,693

Total Cash and Cash Equivalents5,3559,4056,693

Interest rates on cash and cash equivalents:

Cash at bank 0.90% - 1.60% (2024: 2.50% - 4.80%)

Solution Dynamics | 2025-26 Interim Report 25
Solution Dynamics has a $200,000 overdraft facility in place with the ANZ Bank at an interest rate

of 7.85% p.a. (2024: 14.35%). This facility, which was unused as at 31 December 2025, is to support

the operational requirements of the Group. The facility is interest only and is secured by first ranking

debenture over the assets of the Group.

6. Short-term Deposits

As at

31 Dec

2025

As at

31 Dec

2024

As at

30 June

2025 Audited

Short-term deposits (less than 6 months maturity)3,0003,0004,500

Total Short-Term Deposits3,0003,0004,500

Funds in short-term deposits are accessible following a 30-day notice period, subject to approval by

the counterparty.

Interest rates on short-term deposits:

Short-term deposits 3.31% – 4.18% (2024: 4.04% - 5.91%).

As at 31 December 2025 the ANZ Bank has imposed no financial covenants to secure the existing

facilities. The Group holds a net cash position with no bank debt (2024: $Nil).

As at 31 December 2025 SDL provided commercial guarantees totaling $64,500 (2024: $64,500)

to the Group’s suppliers.

7. Share Capital & Share-based Payments

The Company had 14,681,492 (2024: 14,719,810) ordinary shares on issue at 31 December 2025. All

ordinary shares ranked equally with one vote attached to each fully paid ordinary share and share

equally in dividends and surplus on winding up.

Equity-settled share-based payments to employees are measured at the fair value of the equity

instruments at the grant date.

The fair value determined at the grant date of the equity settled share-based payments is expensed

on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments

that will eventually vest. On each reporting date, the Group revises its estimate of the number of

equity instruments expected to vest.

The impact of the revision of the original estimates, if any, is recognised in the Consolidated

Statement of Profit or Loss over the remaining period, with a corresponding adjustment to the

equity-settled employee benefits reserve.

26 Consolidated Interim Financial Statements
Solution Dynamics Limited offers an equity settled employee share option plan. The general

principles of the scheme are:

• The maximum aggregate number of share options to be granted pursuant to the plan is 5% of

the total number of shares on issue at any one time.

• Options of no more than 1% of the total number of SDL’s shares on issue can be granted to an

individual staff member (the directors made an exception to this limit for the US-based CEO

Patrick Brand)

• The exercise price will be determined by the Board based on the market price at the time of

issue.

• The options may be exercised by the participant (in whole or part) after three years from the

date that they are granted. The key employees have 18-months from the date of eligibility and

must be employed by SDL at the date the option is exercised.

Number of Shares As at

31 Dec 2025

As at

31 Dec 2024

As at

30 Jun 2025

Shares Issued and Fully Paid:

• Balance at the beginning of the period14,70614,72014,720

• Share Buyback(25)-(14)

Total Shares Authorised at the end of the Period14,68114,72014,706

31 Dec 2025

Number of Options

31 Dec 2024

Number of Options

Outstanding options at the beginning of the

period

333593

Granted--

Outstanding options at the end of the period333593

Percentage of total ordinary shares2.27%3.90%

Grant DateOptions

Issued

Share Price

at Grant Date

Exercise

Price

Options ExpireOption Value

$

February 2022172,796$2.90$2.90August 2026$29,994

October 2022160,000$2.25$2.25October 2027$49,502

Options granted during the period were nil (2024: nil). Share options were approved for 160,000

shares for two key members in 2022 (with an exercise price of $2.25), both remain as employees at

31 December 2025 bringing the total of share options to 332,796.

Solution Dynamics | 2025-26 Interim Report 27
8. Related Parties

Transactions between related parties include payments to shareholders, directors and their

companies and senior executives, also being shareholders.

Related party transactions from 1 July 2025 to 31 December 2025 were as follows:

Key management were paid $1,289,273 (as employees of Solution Dynamics Limited) during the

period (2024: $1,243,648) and were owed $276,311 including annual leave, (2024: $185,714).

9. Events after the Balance Date

The directors approved the payment of a fully imputed interim dividend of 2.0 cents per share,

amounting to $293,630 (2024: There were no significant events after balance date).

28 Company Directory
Company Directory

Nature of Business

Data management, electronic digital printing,

document distribution, web presentment and

archiving, fulfilment, print services, scanning,

data entry and document management.

Directors

John McMahon – Non-independent Chair

Julian Beavis – Independent

Elmar Toime – Independent

Andy Preece – Independent

Lee Eglinton – Independent

Patrick Brand – Appointed 1st January 2026

Company Officers

Patrick Brand

CEO (Stepped down 31 December 2025)

Suzanne Watts

CFO & Company Secretary

Acting CEO (Appointed 1 January 2026)

Auditors

Baker Tilly Staples Rodway Auckland

Level 12, 23-29 Albert Street, Auckland

Bankers

ANZ National Bank Limited

9-11 Corinthian Drive, Albany, Auckland

Legal Representative

Stephen Layburn

Commercial Barrister

Level 3, 175 Queen Street, Auckland

Share Registry

Computershare Investor Services Level 2,

159 Hurstmere Rd Takapuna, Auckland

Private Bag 92119 Auckland Mail Centre

Auckland 1142

Registered Office and address for service

18 Canaveral Drive, Albany

Auckland

PO Box 301248, Albany

Auckland 0752

Tel +64 9 9707700

Solution Dynamics (International) Limited

Lancaster Court, 8 Barnes Wallis Road Fareham,

PO15 5TU

Hampshire

United Kingdom

Tel +44 1489 668219

Solution Dynamics Incorporated

260 Madison Avenue, 8th Floor, New York

New York 10016

United States Of America

Tel: +1 (917) 319 5625

Déjar International Limited (non-trading)

18 Canaveral Drive Albany Auckland

Po Box 301248

Albany, Auckland 0752

NEW ZEALAND | UNITED KINGDOM | UNITED STATES OF AMERICA
www.solutiondynamics.com

---

Distribution Notice

Updated as 26 February 2026

Restricted




Please note: all cash amounts in this form should be provided to 8 decimal places, including zeros (ie 0.01001000)


Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content

should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular

element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by

NZX as required under NZX Listing Rule 3.26.1.


Section 1: Issuer information

Name of issuer Solution Dynamics Limited

Financial product name/description Ordinary Shares

NZX ticker code SDL

ISIN (If unknown, check on NZX

website)

NZSDLE0001S8

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year Quarterly

Half Year X Special

DRP applies

Record date 24/03/2026

Ex-Date (one business day before the

Record Date)

23/03/2026

Payment date (and allotment date for

DRP)

13/04/2025

Total monies associated with the

distribution

1


$293,629.84 (14,681,492 shares @$0.02000000/share)

Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.02777778

Gross taxable amount

3

$0.02777778

Total cash distribution

4

$ 0.02000000

Excluded amount (applicable to listed

PIEs)

$ n/a

Supplementary distribution amount $ n/a

Section 3: Imputation credits and Resident Withholding Tax

5



1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.


Restricted

Is the distribution imputed


Fully imputed



If fully or partially imputed, please

state imputation rate as % applied

6


28%

Imputation tax credits per financial

product

$ 0.00777778

Resident Withholding Tax per

financial product

$ 0.00138889

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

n/a

Start date and end date for

determining market price for DRP

n/a n/a

Date strike price to be announced (if

not available at this time)

n/a

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

n/a

DRP strike price per financial product

n/a

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

n/a

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Suzanne Watts, Company Secretary

Contact person for this

announcement

Suzanne Watts, Company Secretary

Contact phone number +64 27 5249103

Contact email address susiewa@solutiondynamics.com

Date of release through MAP


26/02/2026









6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)



Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content

should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular

element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by

NZX as required under NZX Listing Rule 3.26.1.


Results for announcement to the market

Name of issuer Solution Dynamics Limited

Reporting Period 6 months to 31 December 2025

Previous Reporting Period 6 months to 31 December 2024

Currency New Zealand Dollar

Amount (000s) Percentage change

Revenue from continuing

operations

$17,092 -34.5%

Total Revenue $17,092 -34.5%

Net profit/(loss) from

continuing operations

$214 -90.9%

Total net profit/(loss) $214 -90.9%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.02000000

Imputed amount per Quoted

Equity Security

$0.00777778

Record Date 24/03/2026

Dividend Payment Date 13/04/2026

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security (in

dollars and cents per

security)

$ 0.679494972 $ 0.680919115

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to the Management Analysis and Commentary Report in

the attached Financial Statements.

Authority for this announcement

Name of person


authorised

to make this announcement

Susie Watts, Company Secretary

Contact person for this

announcement

Susie Watts

Contact phone number +64 9 5249103

Contact email address Susiewa@solutiondynamics.com

Date of release through MAP 26 February 2026

Audited financial statements accompany this announcement.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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