Annual
Report
2024
PAGE 2
PAGE 3
PAGE 4
CHAIR LETTER
PAGE 6
FROM THE CEO‘S
PAGE 8
MATERIAL TOPICS
PAGE 10
PERFORMANCE HIGHLIGHTS
PAGE 14
OUR STRATEGY
PAGE 20
SUSTAINABLE GROWTH &
COMMERCIAL APPROACH
PAGE 26
OUR CUSTOMERS AND COMMUNITIES
PAGE 32
OUR ENVIRONMENT
PAGE 40
OUR PEOPLE
PAGE 46
LEADERSHIP
PAGE 50
FINANCIAL STATEMENTS
PAGE 106
GOVERNANCE REPORT
PAGE 124
REMUNERATION REPORT
EROAD ANNUAL REPORT 2024
Non-GAAP Measures
EROAD has used non-GAAP measures when discussing
financial performance in this document. The directors
and management believe that these measures provide
useful information as they are used internally to evaluate
performance of business units, to establish operational
goals and to allocate resources. Non-GAAP measures are
not prepared in accordance with NZ IFRS (New Zealand
International Financial Reporting Standards) and are not
uniformly defined, therefore the non-GAAP measures
reported in this document may not be comparable with
those that other companies report and should not be
viewed in isolation or considered as a substitute for
measures reported by EROAD in accordance with NZ
IFRS. The non-GAAP measures EROAD have used are,
Annualised Monthly Recurring Revenue (AMRR), Costs
to Acquire Customers (CAC), Costs to Service & Support
(CTS), EBITDA, Normalised EBITDA, EBITDA margin,
Normalised EBITDA margin, Normalised Revenue, Free
Cash Flow and Future Contracted Income (FCI).
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/
About this Report
The 2024 Annual Report describes EROAD’s strategy,
financial performance and includes the Corporate
Governance Statement, Sustainability Report and the
Remuneration Report. All numbers relate to the 12 months
ended 31 March 2024 (FY24) and comparisons relate to
the 12 months ended 31 March 2023 (FY23), unless stated
otherwise. All dollar amounts are in NZD, unless otherwise
stated. This report covers the 12 months ended 31 March
2024 and is dated 23 May 2024.
This report has been approved by the Board and is signed
on behalf of EROAD Limited by Susan Paterson, Chairman
and David Green, Chair of the Finance Risk and Audit
Committee.
David Green
Chair of the Finance, Risk
and Audit Committee
Susan Paterson
Chair
EROAD acknowledges the Tangata Whenua of New Zealand, the Indigenous
Nations and First Peoples of Australia, and the Custodians of the lands and
waterways in the United States of America where our offices are located.
We express our gratitude and appreciation to these peoples for sharing their
culture and traditions and for their stewardship of these lands. We recognise
and pay respect to their Elders, past, present, and emerging.
Contents
PAGE 2
EROAD ANNUAL REPORT 2024
Chair Letter
Dear Shareholders,
As I reflect on this fiscal year—my first as Chair
of EROAD—it is my pleasure to address you
through our comprehensive annual report. FY24
has been one of significant strategic delivery and
excellent performance, as EROAD executed to
plan, continued to add value to customers and,
ultimately, to shareholders.
In considering an eventful year, the company
is now much better positioned for the future
than it was 12 months ago. From responding to
an unsolicited, non binding indicative offer, a
recapitalisation to give us more strategic flexibility,
through to the appointment of David Kenneson as
Co-CEO in March, EROAD has maintained a firm
focus on turning around the core of the business
and laying foundations for growth.
Today, EROAD is stronger, leaner, smarter and
more sustainable. It has the right skills, capital
structure, cost-base, product-set and customer
focus to capitalise on growth opportunities ahead.
The encouraging FY24 financial and operational
results demonstrate the company is on the right
track and reinforces the Board‘s conviction in its
strategic direction.
FINANCIAL OVERVIEW
The FY24 result met or exceeded all of the guidance metrics
set at the start of the year, demonstrating the discipline and
progress made as EROAD moves the business to being cash
flow positive for FY25. This financial health, allied with a more
flexible balance sheet, is crucial as EROAD continues to make
targeted investments in innovation and market expansion,
aimed at delivering long-term success and shareholder value.
This year has reinforced the strength and resilience of EROAD
across the three operational markets, with each achieving
growth in revenue. EROAD‘s enduring success in New Zealand
continues to be the foundation of its financial strategy, acting
as the engine and providing the capital necessary to pursue
expansive opportunities in North America.
LEADING FOR GROWTH
As is true in all organisations, success requires having the
right people, with the right skills and experience, at the right
time. Accordingly EROAD regularly reviews the make-up of
its teams to address any gaps, and ensure it has the necessary
roles in place. To equip the team for the next phase in our
strategy the Board agreed we needed to increase our global
growth capability, and North American market expertise at an
executive level.
Consistent with this focus to continue to invest in building our
growth expertise, earlier this year Mark Heine came to the
Board with a proposal for a Co-CEO model that enhances our
leadership capabilities and addresses the unique challenges
and opportunities of each market. In March 2024 the Board
approved the model and, appointed David Kenneson as Co-
CEO alongside Mark.
David is a highly experienced global executive with more
than 25 years of leadership experience across high-tech,
manufacturing, and professional services industries. David’s
expertise in business transformation and operational
excellence for growth and scale, combined with his energy
and entrepreneurial spirit, complement the solid turnaround
in EROAD’s financial performance led by Mark. As Co-CEO’s,
Mark and David are already proving to be a strong team,
bringing renewed energy to our North American growth
aspirations, while expanding on EROAD‘s footprint in New
Zealand for both staff and customers.
SUSTAINABILITY AND OPERATIONAL
EXCELLENCE
As a Board, we are fully committed to ensuring EROAD
contributes to the sustainability of its operations and those
of its customers. Sustainability is integral to EROAD‘s
decision-making process, ensuring we balance immediate
business needs with long-term environmental and societal
goals. At EROAD, we are all committed to maintaining
ethical practices that benefit our employees, customers,
shareholders, and the planet.
In response to the increasing environmental scrutiny facing
our customers across transport and construction sectors,
EROAD has intensified sustainability initiatives to meet the
needs of customers. Several emissions focused products and
features were launched this year - with many more currently
in test and on our roadmap - the most notable being the
Sustainability Module developed in partnership with EECA
launched in September 2023. These innovations are pivotal
in helping customers actively reduce their carbon emissions,
meet climate reporting requirements, and develop a deeper
understanding of the impact of their operations as we move
toward a more sustainable future for all.
Reflecting our commitment to the importance of sustainability,
this year‘s report brings together financial and sustainability
performance in one. We have made significant advancements
in our sustainability initiatives and reporting, building on last
year‘s efforts and demonstrating our ongoing resolve to
improving our impact on the environment and society.
In addition to ongoing improvements for customers through
product innovations, EROAD continues to make significant
steps in prioritising sustainability measures across the
business.
Changes made to the EROAD fleet in FY23 resulted in a 16%
reduction in Scope 1 emissions for FY24. As we returned to
more in-person collaboration across our offices, the additional
electricity usage increased our Scope 2 emissions by 9%
on an absolute basis. For FY25 results we expect to see the
emissions reflect the consolidation of physical offices that
occurred in late FY24.
In preparation for New Zealand’s climate-related disclosures
(“CRD“), throughout FY24 we engaged PwC to assist us with
understanding our climate change risks and opportunities.
This included considering climate change scenarios, and
assessing and setting our metrics and targets. Our full CRD
report will be available at https://eroadglobal.com/investors/
by 31 July 2024
GOVERNANCE AND BOARD DYNAMICS
As we further expand our presence into North America, we
are taking steps to ensure the Board have the appropriate
backgrounds to reflect our geographical market mix, and
growth priorities.
We are delighted to welcome Cameron Kinloch and David
Green to our Board. David, based in Auckland, offers deep
leadership experience from the banking and finance sector,
enhancing our capabilities in financial oversight and risk
management as Chair of the Finance, Risk & Audit Committee.
David also serves on the People & Culture Committee,
supporting our focus on leadership and organisational
development.
Cameron, from California, brings considerable experience
in strategic financial management from her global roles
in various high-growth companies which she brings as a
member of the Finance, Risk & Audit Committee. Their
combined expertise will further strengthen our Board’s ability
to guide our strategic direction and governance.
We also express our gratitude to Graham Stuart for his
dedicated leadership and contributions, especially during
his tenure as Chair, which have profoundly shaped EROAD’s
trajectory. Graham officially resigned from the EROAD Board
on 31 March 2024.
LOOKING FORWARD
Looking ahead, while pleased with the excellent progress
made in FY24, we know that the economic environment and
market conditions for EROAD‘s enterprise customers remains
challenging.
For FY25 and beyond the company will remain focused on
fiscal and operational discipline, combined with considered
investment in growth, through expansion within our key
markets, deepening engagement and product adoption
with existing customers, while continuing to enhance our
product offerings to meet the evolving needs of the market,
for example in sustainability management and time of use
charging.
Despite the uncertain macroeconomic conditions, EROAD
goes into FY25 with solid foundations in place, a laser focus
on continuing to deliver to targets, and a growing confidence
in the long-term potential of the business. As a result, our
guidance for the FY25 year is between $190m to $195m.
Our strategic priorities are clear, leadership is strong, and our
governance structure is robust, ensuring that EROAD remains
responsive to both opportunities and challenges.
APPRECIATION AND
ACKNOWLEDGEMENTS
I extend my sincere gratitude to our team, partners, and you,
our shareholders, for your ongoing support and commitment
during this period of resetting the foundations of the business.
Thank you for your continued partnership and confidence in
our vision.
Susan Paterson
Chair
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EROAD ANNUAL REPORT 2024
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EROAD ANNUAL REPORT 2024
From the CEOs
EFFICIENCY GAINS
In reviewing our costs, we were able to consolidate functions,
renegotiate contracts, and simplify our supplier mix. In
turn, we removed a further $10m of annualised costs and
built a stronger operating model and culture in the process.
Combined with the $10m from FY23, we have successfully
delivered on our promise in FY23 to remove $20m in
annualised costs from the business. This was a companywide
effort to achieve, and we are grateful for the way EROADers
stepped up, embraced the challenge and celebrated one
another throughout as Cost Cutting Heroes.
Importantly, as forecast, our Free Cash Flow continues to
improve, reaching FCF positive $1.3m for the financial year and
we expect to be FCF positive for FY25.
LEADING AS TWO
During our initial engagement - addressing growth
opportunities in North America over the second half of the
year - we formed a solid working relationship that highlights
the strengths and experiences each of us possess.
Since moving to Co-CEO model in March 2024, we have
formalised our ways of working to build on that; with David
focused on growth and customer, and Mark on product and
operations. While we maintain dedicated focus areas and are
physically located between North America and New Zealand,
we operate as a collaborative partnership to lead EROAD.
With our customers, partners and teams all in different phases,
with differing needs depending on the market, we are now
better placed to provide the support, guidance and confidence
they need.
ENTERPRISE VALUE
In line with the operational strategy we shared in FY23, we
have continued to capitalise on our position as a provider
to enterprise and turned our attention to building out the
capabilities needed to serve enterprise customers at scale,
reduce cost to serve, and create operating leverage.
Across existing enterprise customers who renewed contracts
in FY24, more than half signed up for an expanded offering,
with an average unit increase of 69% of the original. With
operations established to directly target expansions into whole
of fleet for enterprise, we are confident these metrics will
improve, and be a smoother process to achieve. Specific areas
of focus include:
• Refinements to our account management practices
• Increase customer marketing for multi-product awareness
and engagement
• Improve cross functional engagement around key accounts
• Shorten implementation and rollout times
• Ensure sales capability is aligned to priority areas
While the above areas are critical for our ability to expand and
scale, it is through our product innovation that we maintain an
edge for both new and existing customers.
Throughout FY24 we have worked on several products and
features that will have a big impact on our future pipeline.
Some highlights include:
• Truck Route Manager: Developed through our contract
with Sysco, and will be made available to all customers
following the conclusion of pilot testing. More than
500,000 trips have used it to date.
• Predictive AI for Reefer Maintenance: Currently being
trialled with key customers, we’re preventing lost loads and
breakdowns via predictive analytics.
• Thermo King OEM Integration: Expanding our eco system
by supplying our cold chain products directly to TK
refrigerated trailers. In turn increasing time to value for
customers, reducing need for additional hardware, and
providing higher margin revenue to EROAD.
SUSTAINABILITY & GROWTH
As we move into the next phase of our turnaround strategy,
we do so with the understanding that cost base rigour must
be maintained. We continue to make targeted and intentional
investments that deliver benefits that can scale across our
global customer base, and open doors for new deals to be
explored. In doing so, we carefully balance growth ambitions
with profitability to maintain a sustainable business.
A growing area of interest we continue to invest in is
environmental sustainability. Regulations, reporting and
target setting across all markets are intensifying and our
Dear Shareholders,
In FY23 we made a commitment to you; that
we would return the focus of EROAD to our
customers, remove non-essential costs, and put
the foundations in place to take advantage of
growth opportunities, including in our largest
market of North America. It is a privilege to
present the annual results to you today that have
delivered on exactly that.
With a renewed focus on customer, in FY24 we
have achieved global revenue of $182m – slightly
ahead of guidance – with top line growth being
delivered in all 3 markets. We are also pleased
to report that EROAD met or exceeded our
guidance targets across all measures set at the
start of the year.
This turnaround has provided us with a robust
operating platform and with the leverage to
expand, diversify and grow in coming years, and
with a lower cost to serve per unit than previously.
customers are placing increased interest in ways to minimise
their emissions. For our enterprise customers, there is added
attention and scrutiny for making meaningful reductions
in emissions, and having the data to report on them
transparently.
We have made several additions to our products in support
of this, and continue to invest in it as a key component of our
long term strategy. Some developments for FY24 include:
• Launch of our Sustainability Module for New Zealand
customers in September 2023, with adoption far exceeding
the targets we set
• Launched a free public facing emissions calculator for New
Zealand fleets to benchmark their fleet’s emissions profile
• eTRU partnership delivering two-way Reefer features and
EV Power System data for battery powered refrigerated
trailers connected via Nivalis
• Purchase and manage RUC licences for Electric and Plug-in
Hybrid vehicles in MyEROAD
More exploration of our emissions focused products can be
found on page 34. We have significant opportunity to provide
meaningful interventions for our customers in this space and
are committed to ongoing delivery of solutions that have a
positive impact on emissions reductions.
PEOPLE
In further strengthening of our foundations, we have made
two new key appointments to our executive team; Duanne
O’Brien will be joining us in June of this year to lead our
platform, application and design teams as Chief Technology
Officer in Auckland.
Additionally, Mark Davidson joined us in April to transform
our go to market approach in a new position of EVP Sales &
Marketing North America.
LOOKING AHEAD
Our New Zealand business remains strong, with emerging
opportunity to capitalise on eRUC further as governments
everywhere explore options to manage congestion and
maximise network efficiency.
North America remains our biggest priority for growth as
we look to leverage our credibility and experience in winning
new accounts, while increasing penetration into existing
customers via whole of fleet solutions to support more of their
operations.
Having executed the operational changes required to realign
the business around our customers, and implement tighter
cost controls, we go into FY25 with renewed confidence in our
strategy, and our ability to execute.
Thank you for your ongoing support.
Mark Heine & David Kenneson
Co-CEOs
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EROAD ANNUAL REPORT 2024
About EROAD
We provide end-to-end
technology solutions which
connect vehicles, drivers,
assets and operations to help
businesses make real-time
decisions from real-time data.
Helping run safer, greener, more
productive businesses.
OUR PURPOSE
Delivering intelligence
you can trust, for a better
world tomorrow
At EROAD, we believe you can’t plan where you are
going tomorrow, if you don’t know where you are
today. The businesses we serve are at the heart of their
local economies. They don’t just need data, they need
intelligence. Reliable, accurate and real-time insight
enabling them to make decisions which move us all
forward towards a safer and more sustainable future.
THIS REPORT
In support of our ongoing commitment to sustainability,
EROAD conducts an annual materiality assessment to
pinpoint the key sustainability issues, risks, and opportunities
that are most relevant to our business and stakeholders.
Through stakeholder consultations, product impact
reviews, and alignment with global standards such as the
UN‘s Sustainable Development Goals (SDGs) and the GRI
standards, we identify our material topics.
In recognition of the link between sustainability and
commercial success, we have integrated our material topics
into the framework for reporting this year. Accordingly, this
report represents a consolidation of our annual financial
and sustainability performance, regulatory disclosures, and
reporting obligations. By structuring our reporting around
these material themes, we aim to provide a comprehensive
overview of our company‘s performance and its impact on
both financial and sustainability fronts.
OUR MATERIAL TOPICS
UN SDGs
Our Commercial Approach
Sustainable and growing financial returns
Innovative and reliable products to solve customer problems
Maintain high integrity of data and security
Our Customers & Communities
Healthier, safer & more sustainable communities
Sensible, long term cost effective regulatory solutions
Sustainable and efficient supply chain and
transportation network
Our Environment
Emissions Reduction and the road to Net Zero for Customers
Divert waste from landfill
Innovative environmentally conscious culture
Our People
Foster a diverse and inclusive culture
Be a desirable place to work
Develop strong, empowered leaders
EROAD IN THE
CIRCULAR ECONOMY
Production &
Purchasing
Consumption
& Use
Collection &
Processing
E-WASTE PROGRAM (NZ)
REFURBISHED UNITS
SUPPLIER MANAGEMENT
FOR ACCESS TO PARTS FOR
REPAIRS & REFURBS
FUEL (FLEET & TRAVEL)
ENERGY (OFFICE)
INTEGRATIONS WITH OEM TO
UTILISE EXISTING HARDWARE
OTA UPDATES TO HARDWARE
FUEL - ROUTE MANAGEMENT,
IDLING, MAINTENANCE
ASSET UTILISATION - EFFICIENT
USAGE OF EXISTING EQUIPMENT
SAFETY - SAFER DRIVING
REDUCES INCIDENTS RESULTING
IN LOST LOADS, COSTLY REPAIRS
ETC
DESIGN
QUALITY CONTROL & TESTING
INVENTORY MANAGEMENT
FREIGHT
MAINTENANCE OF VEHICLES
EXTENDS LIFE
ASSET UTILISATION FOR
ACCURATE PURCHASING
OF EQUIPMENT
DATA TO INFORM PURCHASING
VIA EV BENCHMARKING
PREDICTIVE SHUTDOWN -
PREVENTATIVE MAINTENANCE
EXTENDED REUSABILITY OF
FLEET RESOURCES INCLUDING
REPURPOSE OF VEHICLES
DATA-DRIVEN ASSET
DECOMMISSIONING AND
RECYCLING (SELL, REPURPOSE
OR RECYCLE DECISIONS)
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Performance
Highlights
EBIT (REPORTED)
$0.8m
FY23: $1.7m
EBIT (NORMALISED)²
$4.4m
FY23: ($4.5m)
COST OUT
$10m
FY23: $10m
REVENUE
$182m
FY23: $165.3m¹
FUTURE CONTRACTED INCOME
$262.7m
FY23: $219.6m
ASSET RETENTION
94.8%
FY23: 94.8%
FREE CASH FLOW³
$1.3m
FY23: ($29.9m)
AMRR
$177.8m
FY23: $153.7m
CONNECTED UNITS
250,890
FY23: 227,149
NET UNIT ADDS
23,741
FY23: 18,452
SCOPE 1 tCO2e
140.77
FY23: 167.63
SCOPE 2 tCO2e
89.3
FY23: 82.11
EROAD ANNUAL REPORT 2024
PAGE 11
¹ Normalised for $9.6m in FY23 for accounting adjustment related to contingent consideration.
² Normalised for 4G hardware upgrade costs of $3.6m in FY24 and integration costs of $3.4m in FY23.
³ Free cash flow to the firm excludes financing costs.
EROAD ANNUAL REPORT 2024
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Regional
Highlights
New Zealand
Australia
North America
UNITS
124,417
UNITS
106,860
UNITS
19,613
NET UNIT ADDS
7,962
NET UNIT ADDS
11,802
NET UNIT ADDS
3,977
ASSET RETENTION
94.8%
ASSET RETENTION
94.8%
ASSET RETENTION
95.5%
EBITDA
$62.2m
15.8%
EBITDA
$22m
21.5%
EBITDA
$3m
36.4%
SaaS ARPU
$58.30
4.7%
SaaS ARPU
$60.92
3.7%
SaaS ARPU
$45.44
2%
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EROAD ANNUAL REPORT 2024
The value we deliver
Our Strategy
Compliance
Safety
RUC compliance
Hours of Service logs
Fuel tax reporting
Driver tools
Vehicle maintenance
Driver behaviour
CONSTRUCTION & CONCRETE
FIRST RESPONDERS
UTILITIES
COURIER & DELIVERY
WASTE & RECYCLING
OPTIMISING EFFICIENCY FOR: VEHICLES DRIVERS ROADS LOADS OPERATIONS
EROAD is at the intersection of our customers’ physical and
digital operations.
We deliver a connected network of tools and support they need to
stay compliant and operate safely, efficiently, and sustainably.
Sustainability
Efficiency
Route management
Predictive maintenance
Asset utilisation
Fuel & Idling reports
Decarbonisation &
emissions reporting tools
Electric Vehicle support
TRANSPORT & LOGISTICS
PUBLIC TRANSPORT
FIELD SERVICES
FOOD & BEVERAGE
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EROAD ANNUAL REPORT 2024
Reflection
Through FY24 we remained resolute in the execution
of our operational strategy to turn around the core
of the business, renew our focus on customers, and
establish the solid foundations for our next stage of
growth. Our focus on fiscal control was reflected in
our ongoing cost management initiatives, where we
achieved substantial operational efficiencies through
supplier renegotiations, consolidation of offices, and
enhancements in our supply chain processes.
We strengthened our commitment to making
intentional investments that offer scalable payoffs.
We strategically focused on developing solutions and
innovations that, whilst initially tailored to meet the
demands of individual key customers, are designed to
benefit a broader segment across different markets.
This approach ensures that our investments are not
just about meeting immediate needs but creating
value that extends across our customer base.
Our long-term growth strategy is
designed to build upon our strengths
that pave the way for sustainable
scalable growth.
We have distilled our priority
areas into five segments; each one
delivering a benefit to the next,
increasing the value we offer, and
driving our momentum.
These strategic priorities focus on:
• The value of listening to our
customers
• The products we make
• Our eco system of partners
• The richness of our data
• How we sell to and service
customers
CUSTOMER-LED
Our value as a company is tied
to the customers who choose
us, who grow with us, and the
lessons we learn with them
to inform our roadmap and
operations. The trust we earn
is a multiplier for being the
provider of choice for large
fleet operations.
Our Strategy
9,500 +
Sysco rollout units
+50%
Enterprise customers
increase orders at
contract renewal
Path to Free Cash Flow Positive
OUR FY25 PRIORITIES:
• Whole fleet expansion
• Customer retention
• Enterprise growth
OUR PRODUCTS
With more than 250,000
connected units globally, our
customers rely on us to provide
a solid, reliable platform today,
while continuously innovating
to add more value to their
operations for tomorrow. We
remain focused on delivering
products that improve safety,
efficiency and sustainability
across fleet operations.
ECO SYSTEM OF PARTNERS
Our partnership ecosystem is a vital
component of our offerings to customers
and a key driver of our growth.
Technology integrations with third parties
offer benefits of contextually rich data,
quicker time to value for customers, and
ensure EROAD product development
is focused on our core offerings. In
addition, our network of channel partners
increases our growth opportunities and
reach to customers.
RICH DATA
We are focused on having
a streamlined, actionable
data platform that turns
data into true intelligence for
customers. AI developments
mean that data can be used to
empower operators to move
from reporting on activity, to
predicting, preventing, and
controlling outcomes.
DELIVERY
In recognition of the varied nature
of our customers by industry
and size, we have evolved our
models to ensure we deliver
service levels that meet customer
need and increase retention &
expansion opportunities. The
same approach is applied to our
go to market, where messaging,
budget allocation and approach is
aligned to customer and potential
opportunity.
FY25 roadmap & strategy
OUR FY25 PRIORITIES:
• Compliance
• Safety
• Sustainability
OUR FY25 PRIORITIES:
• Third Party Systems
• OEM integrations
• Channel partners
OUR FY25 PRIORITIES:
• AI Assistant
• Fleet benchmarking
• Predictive interventions
OUR FY25 PRIORITIES:
• Sales and marketing alignment
• Go to market plans
• Tiered service models
PARTNERS
A growing network
of partnerships and
integrations
CUSTOMER-LED
Listening to and
innovating for
customers
PRODUCT SUITE
A robust platform
of interconnected
apps and devices
DATA & AI
Predictive and
preventative
functionality
powered by AI
DELIVERY
GTM &
implementation
aligned to
customer types
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EROAD ANNUAL REPORT 2024
Enterprise needs are complex in size, scope and scale.
Standard off the shelf providers can’t meet their
requirements.
EROAD’s strength is in providing the stable core
foundations large fleets need, with the additional
innovations, integrations, and services required to
deliver for enterprise. We do this using a mix of new
builds, and third party integrations.
Build or Partner Rationale:
When enterprise customers require specific
functionality, we will invest in development if:
• It is core to our business
• Meets needs across our customers
• Aligns to our roadmap
Doing so ensures our product development is consistent
with our direction, has broad application and value, and
increases scale.
For requests that are not considered to be core to us, we
utilise our ever-expanding partner network. This allows
us to deliver customer need while remaining focused on
our strengths.
Full Stack:
EROAD Enterprise
Our Strategy
PAGE 19
TELEMATICS FOR
FLEET MANAGERS
FLEET OPERATIONS
PLATFORM FOR
ENTERPRISE
CAPABILITIES EXPAND AND STRENGTHEN OVER TIME
FULL FLEET OPERATIONS
Cross fleet visibility of all physical operations
SYSTEM INTEGRATIONS
Customer’s internal systems integrations for cross
functional data sharing
PARTNERSHIPS & INTEGRATIONS
Expanded capability via OEMs and 3rd party tools & system
DATA + AI
Convert data to knowledge for predictive intervention
TELEMATICS
Functional tools providing critical need while also collecting data
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TK PARTNERSHIP
Through our direct partnership with refrigerated
trailer manufacturer, Thermo King, we are
connecting our cold-chain software directly to the
customer’s refrigerated trailer and bypassing the
need to purchase additional hardware.
Direct OEM integrations provide a more flexible
solution that can reduce upfront costs and
streamline deployment for customers. In turn,
they increase our go to market opportunities as
we explore additional channels to market. We are
currently piloting with key customers across our cold
chain segment and seeing positive results.
Sustainable Growth &
Commercial Approach
EROAD‘s commercial approach is aimed at
driving sustainable growth by solving customer
problems with innovative and reliable products.
This year, we‘ve seen significant progress in
expanding our enterprise customer base, with
notable successes such as the rollout of 9,500+
units for Sysco and a new 3,000 unit deal with
Programmed in Australia. Alongside our growth,
we have maintained a retention rate of 94.8%
globally as our customers continue to choose
EROAD.
Through our commitment to fiscal responsibility,
we executed a price increase across our products
globally, implemented significant cost cutting
measures, and achieved substantial operational
efficiencies. Notably we have improved our FCF
to the firm from -$29.9m in FY23 to $1.3m in
FY24, an improvement of $31.2m.
To bolster product innovation, we align ourselves
with partners and collaborators that deliver added
services or benefits to customers. Two such
examples announced in FY24 are with Microsoft
for Generative AI, and our partnership with
Thermo King for refrigerated trailers.
Across our product suite we have continued to
innovate and deliver features, functionality, and
tooling for our customers.
As part of our rollout with Sysco, we released
enhanced truck navigation; optimising routes
with real-time traffic updates specific to heavy
vehicles. In line with our strategy, when we invest
in high value functionality for large enterprise, we
benefit from rigorous testing with a live customer
before taking it to market for all.
As we continue to navigate the complexities of
global markets, our commercial approach remains
firmly rooted in leveraging these strengths—
enterprise growth, fiscal discipline, innovative
partnerships, and global expansion—to ensure
that EROAD grows in a way that is sustainable
and value-creating for all stakeholders.
Goals & Aspirations
Sustainable and growing financial returns
Innovative and reliable products to solve
customer problems
Maintain high integrity of data
and security
GLOBAL
$10m
Annualised
cost savings
AVERAGE MONTHLY CASH BURN
$0.6m
Down from $3.1m
in FY23
MAINTAINED
94.8%
Customer
retention rate
AI DEVELOPMENTS
EROAD is leveraging the power of generative AI to
accelerate our innovation capabilities and deploying
increased value to customers. Our collaboration with
Microsoft accelerates our vision, enabling us to amplify
our product suite with innovations that automate and
optimise routine tasks, and provide deep data driven
insights that improve decision-making and operational
outcomes.
Within our own development teams, AI assists our
software development processes, increasing the
speed, accuracy, and consistency of code generation.
This accelerates our product development cycle while
also ensuring that we can quickly deliver high-quality,
innovative features to our customers.
Some recent AI developments at EROAD:
• Benchmarking for Electric Vehicle recommendations
in the Sustainability Module
• Predictive Shutdown in Reefer Trailers
• AI Assistant for real time decision making
(coming soon)
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EROAD ANNUAL REPORT 2024
Trans-Tasman Growth
Programmed‘s Journey with EROAD
Programmed New Zealand has been on a journey
to optimise fleet management and enhance safety.
Since adopting EROAD‘s advanced technology
across their fleet, the team saw benefits within
6 months – reaching significant milestones that
are revolutionising the way they operate.
Impressed with the results achieved by their
New Zealand business, Programmed Australia
implemented EROAD across its entire fleet of
3,000 vehicles and assets.
BENEFITS DELIVERED:
After six months, the team say they already
began seeing real business benefits, including:
Increased fleet efficiency
Streamlined compliance management
Reduced operating costs
Improved safety
Data analytics
Detailed fuel consumption reporting
PROGRAMMED NZ
550 fleet
PROGRAMMED AU
3000 fleet
PRODUCTS USED
Ehubo2 + EROAD Where
asset tracking tags
It’s essential for businesses
with substantial vehicle
fleets. For us, it translates
to enhanced fleet
efficiency, streamlined
compliance management,
reduced operating costs,
improved safety, data
analytics, and detailed
reporting.
Paula Thompson, Group Senior Fleet
Coordinator at Programmed NZ
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EROAD ANNUAL REPORT 2024
PAGE 25
PRODUCT QUALITY TESTING
Consistent with our Do what’s right value, every
layer of our value chain is subject to appropriate
checks and balances to ensure what we bring to
market is a consistently high standard. Each function
adheres to requirements that are relevant to that
business area, all designed to maintain our position
as trustworthy to customers.
When it comes to our product quality, all hardware
undergoes extreme levels of testing to verify we are
shipping safe, functioning products. In addition to
testing, we maintain strict monitoring and tracking
databases which aid in product quality prediction,
and allow us to respond swiftly in the event of a
faulty product. Customers need to trust that when
they buy from EROAD, they get a solution they can
rely on.
-300+
individual tests each
unit for CoreHub
and Ehubo
100k+
individual data
points tested
-40°C
+120°C
temperature stress tests
COST CUTTING HEROES
As we removed a further $10m from the budget in FY24, we
recognised that to deliver long term benefits of cost cutting
measures, a shift in the culture toward spend was needed.
Cost Cutting Heroes is an initiative to acknowledge and
celebrate individuals and teams who implement meaningful
reductions in spend. In some cases, we not only removed
cost, but made gains elsewhere via things like improved
contract terms, and reductions in our emissions profile.
One such example is through changes to our own supply
chain in the manufacture and delivery of hardware. To date
we have saved in excess of $600k annually through a mix of
improved supplier management, freight profile refinements,
and product packaging optimisations. In turn, by streamlining
our packaging we reduced the freight bill and subsequently
halved the emissions associated with the shipping of 15,000
units and counting.
$600k
SUPPLY CHAIN
RELIABLE AND SECURE DATA
Delivering reliable and high-performing technology platforms
is a fundamental part of our business. We understand that
the security and uninterrupted performance of our platforms
are crucial for our customers. To this end, we implement
rigorous security measures that protect against cyberattacks,
data loss, and other potential disruptions, ensuring our
systems remain secure, private, and continuously operational.
In collaboration with leading technology partners such as
AWS, Microsoft, HERE Maps, and Vodafone, we ensure our
frameworks and platform architectures adhere to the highest
standards. This aligns us with best practices while leveraging
the latest advancements in technology to improve our
service offerings. Our focus areas include:
Operational Excellence
Security
Reliability
Performance Efficiency
Cost Optimisation
Built on world-class cloud infrastructure, our platforms utilise
a globally distributed network of data centres with isolated
availability zones and regional redundancy, designed to
deliver low latency, high resilience, and scalable solutions.
From the outset, we incorporate stringent security
measures, starting from the design phase and extending
through operational controls. We undertake annual third-
party penetration testing to validate our defences and
use a privacy impact assessment tool to further safeguard
user data.
We regularly refine and strengthen IT and cybersecurity
policies to make sure our platforms are safeguarded against
evolving threats. Comprehensive training programmes
equip our employees with the knowledge to understand and
mitigate privacy risks and security threats effectively.
PRODUCT DEVELOPMENT
TESTING PROCESS
99.92%
System Uptime
on all platforms
MyEROAD 99.94%
EROAD 360 99.90%
Scoping
Design
Design Validation Testing:
Electrical & Mechanical
Test
Results
analysis
Redesign/
Retest
Approval
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EROAD ANNUAL REPORT 2024
Goals & Aspirations
Healthier, safer & more sustainable
communities
Sensible, long term cost effective
regulatory solutions
Sustainable and efficient supply chain and
transportation network
Our Customers &
Communities
We take a dual lensed view to our impact at
EROAD; what we are directly responsible for,
and how the products we make influence the
outcomes of our customers. Our customers are
integral to the communities they serve, providing
essential services such as transport, construction,
food, medical, logistics, and maintenance.
Accordingly, we take a considered approach
to how we help our customers, and how their
operations impact communities. Owing to a
combination of regulatory requirements and
societal pressures, customers are increasingly
focused on delivering meaningful improvements
in their wider sustainability targets. This aligns
with our suite of products designed to support:
165
Enterprise
Customers
1.2b
Taxable Miles
Reported in
North America
$806m
RUC
Collected⁴
PAGE 26
SAFER DRIVER
BEHAVIOUR
REDUCTION
OF WASTE
IN OPERATIONS
EFFICIENT TRAFFIC
AND ROAD
MANAGEMENT
SMART TEMPERATURE
CONTROL
FAIR AND SIMPLIFIED
FUNDING OF
INFRASTRUCTURE
Safer driver behaviour through fleet
management solutions that minimise road
incidents and enhance driver training.
Smart temperature control for food in transit,
ensuring quality standards and compliance with
health regulations.
Efficient traffic and road management via
intelligent routing that reduces congestion and
environmental impact.
Fair and simplified funding of infrastructure
through usage-based charges and taxes,
reflecting a more equitable system for road
funding.
Reduction of waste in operations, contributing to
environmental sustainability.
In addition to our products, EROAD actively
supports our customers and communities through
educational initiatives, industry engagement,
and advocacy. Events like the annual Fleet Day
provide a platform for knowledge sharing and
networking, while our sponsorship of the ARC
initiative showcases our dedication to advancing
road safety and infrastructure development.
⁴ Including GST and associated fees.
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EROAD ANNUAL REPORT 2024
414k
Triggered events
captured on video
800+
Industry
stakeholders
50+
Industry
partners
BUILDING A COMMUNITY: FLEET DAY, NZ
With more than 800 industry members in attendance, our
annual Fleet Day has grown to be a truly important event in
the industry calendar.
In line with our purpose, the themes are focused on safety,
efficiency and sustainability. Speakers and topics are carefully
curated to be uplifting, informative, and thought provoking to
ensure everyone gets the most out of the experience.
Highlights of this year include a keynote from ex All Blacks
Coach Sir Graham Henry, and our own customer Josh
Hedley of Downer NZ joined by Brian Yanko of NZ Police
discussing the value of partnerships and relationships in Fleet
Management.
Importantly, Fleet Day serves as more than just a networking
opportunity; it‘s a forum for us to strengthen relationships
with our customers and partners while also facilitating
connections between them. It provides a platform to build
valuable relationships, share best practices, and collectively
contribute to advancing industry‘s goals of safety, efficiency,
and sustainability.
The event delivered far
more than I expected. Really
enjoyed the whole day.
Engaging, interactive and
informative.
Compared to auto events in
NZ and overseas, FLEET DAY
has to be one of the best.
It’s NZ’s equivalent of AFMA.
It’s the must-attend fleet
management event.
Fleet Day attendees
“EROAD LIVES” AT AUSTRALIAN
RALLY CHAMPIONSHIP
Now in our fourth year as a named supporter of ARC,
we levelled up our commitment in FY24 with the
addition of Clarity Solo Dashcams providing increased
safety and assisting with judicial procedures.
On competition weekends, rally cars typically drive
75% of their mileage on public roads between the
Service Park and the stages. Our Clarity Solo tracks
the competitor’s driving behaviour and speed limit
adherence on public roads.
The harsh off-road racing conditions provide the
ultimate test of the quality, stability and reliability of
our hardware as it withstands intense g-force, dust,
and temperatures. We are proud to support the ARC
in a way that is true to our purpose and increases
safety within the community.
DASHCAM & SAFETY
Enhancing road safety is crucial, both for our customers
and the wider community. Our technologies play a vital
role in addressing critical driver safety concerns that lead
to road incidents and crashes.
In FY24, our dashcam data revealed that
56.2% of tagged dashcam events
recorded critical safety concerns
that are widely recognised as leading contributors
to road accidents:
• Mobile Phone Usage
Distraction from mobile phone use while driving is a
significant risk factor for accidents. Our systems help
identify and alert fleet managers to such behaviour,
allowing for timely interventions.
• Fatigue
Driver fatigue is another critical safety issue, particularly
for long-haul operations. Our solutions monitor
patterns that may indicate fatigue, enabling proactive
management of drivers’ schedules and rest periods.
• No Seatbelt Usage
Our dashcams effectively detect and record instances
of non-compliance with seatbelt usage, a simple yet
crucial measure that significantly reduces the risk of
injury in accidents.
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EROAD ANNUAL REPORT 2024
EROAD supporting our
local communities
Aligned with our dedication to fostering
thriving communities, everyone at EROAD
is offered one paid day to volunteer with
a charity or organisation in their local
community. In many cases we find teams
come together to support a cause as a
group and increase the impact they have.
PLANTING DAYS
EROAD partnered with Restore Hibiscus Bays to organise
a volunteer planting day in North Auckland at Ōkoromai-
Clansman Reserve. The team of 11 dug in to remove invasive
weeds from native bush and collect litter.
WALK FOR STARSHIP
Inspired by their Australian counterparts, the Marketing team
in New Zealand organised a coastal walk of their own to raise
money for NZ’s childrens hospital, Starship. They opened up
the opportunity to all Auckland based staff to join them as they
trekked along the coast of the North Shore, a total of 32km’s from
Long Bay to Takapuna and return.
$1,510
Raised for Starship
Children Hospital
50km
Walked between
AU & NZ teams
AUCKLAND CITY MISSION
The Auckland City Mission requires volunteers all year round, and
we had an eager group of EROADers that donated their time to
help out. They spent the day packing food parcels for some of our
most vulnerable people in the community.
ALEX’S LEMONADE STAND WALK (AU)
The Australian team used their volunteer day to raise funds and
awareness for Alex’s Lemonade Stand, a charity supporting
childhood cancer, their families and cancer research. The team
gathered together to walk Sydney’s Royal Coastal walk in a
single day, which was 28km long.
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EROAD ANNUAL REPORT 2024
Our Environment
Goals & Aspirations
Emissions Reduction and the road
to Net Zero for Customers
Divert waste from landfill
Innovative environmentally
conscious culture
At EROAD, we integrate sustainability into
our core operations and product design to
mitigate environmental impact while driving
business efficiency. This commitment is evident
in our targeted efforts to reduce fuel use,
enhance waste management, and improve the
recyclability of our products.
Over the past year, we have developed specific
technologies and processes that conserve
resources and reduce emissions for us, and our
customers. Some of these initiatives are outlined
here and demonstrate our progress and ongoing
commitment to environmental stewardship.
DELIVERING ENVIRONMENTAL
SUSTAINABILITY
Across our customer base, the regulatory landscape is
rapidly evolving to impose stricter emissions standards
and sustainability benchmarks. In the U.S., federal and
state mandates, such as the Advanced Clean Trucks Rule in
California, require fleets to reduce emissions and transition
to zero-emission vehicles (ZEVs). Australia and New Zealand
also promote similar policies aimed at reducing carbon
footprints, such as the Climate Change Response (Carbon
Zero) Amendment Act 2019 in New Zealand and incentives for
electric vehicle (EV) adoption in Australia.
Additionally, consumers and investors are exerting
considerable pressure on companies to demonstrate
environmental responsibility. EROAD is enhancing our product
suite with features and functionality that enable companies to
meet both regulatory measures and stakeholder expectations
with tools and insights aimed at emissions reduction and
reporting ability for fleets.
FY24
tCO2e
FY23
tCO2e
FY24 vs FY23
tCO2e
Scope 1 140.77
167.63
16%
Scope 2 89.30
82.11
9%
SCOPE 2
INDIRECT EMISSIONS FROM
IMPORTED ENERGY
SCOPE 1
DIRECT EMISSIONS
AND REMOVALS
SCOPE 3
INDIRECT EMISSIONS OF THE
CHAIN SUPPLY OR SERVICE
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EROAD ANNUAL REPORT 2024
SUSTAINABILITY MODULE IN MYEROAD
Leveraging connected fleet data to offer comprehensive
emissions reporting and actionable insights, assisting
businesses in their pursuit of sustainability. The MyEROAD
Sustainability Module equips fleet operators with critical
emissions data and empowers them with the tools
to implement effective and measurable sustainability
strategies. By providing a clear picture of both current
performance and future opportunities, EROAD is helping
businesses reduce their environmental footprint while
enhancing operational efficiency.
At a glance
Comprehensive Emissions Reporting View emissions
data for an entire fleet, specific vehicle groups, or individual
vehicles, enabling managers to identify particular areas or
vehicles that require interventions.
Advanced Analytics Sort vehicles by various metrics and
receive AI-driven recommendations tailored to vehicle type,
usage patterns, and emissions intensity. This ensures that
each decision is informed by accurate, data-driven insights.
Cost Savings Calculate the potential cost savings from
reduced emissions, offering a clear financial incentive for
adopting more sustainable practices.
Customisable With adjustable settings for fuel prices and
idling parameters, businesses can fine-tune the system to
reflect their specific operations for more precise data and
recommendations.
Emissions Predictions By analysing current trends and
usage patterns, the module offers predictions on future
emissions intensity, helping businesses plan and implement
proactive strategies.
Benchmarking Tools New to the industry, the
benchmarking feature allows companies to compare their
emissions performance against similar fleets, providing a
broader context for evaluating their environmental impact.
GOVERNANCE MODEL FOR
SUSTAINABILITY
EROAD maintains a comprehensive Sustainability Policy,
which focuses on environmental, social, and governance
concerns. Our Board oversees climate responsibilities and
delegates specific tasks to the management team, who
consistently report on our progress. Sustainability is integral
to our decision-making and aligns closely with our operational
strategy.
We actively manage both the risks and opportunities
presented by climate change through our Sustainability
Committee, who meet monthly to discuss climate issues and
develop practical strategies to achieve our sustainability goals.
This focused approach ensures that EROAD is well-prepared
to navigate the changing climate landscape and successfully
meet our objectives.
Board of Directors
FRAC
All EROADers
Executive
Team
Sustainability
Committee
With reported greenhouse gas emissions of
17%, the New Zealand government has a goal to
reduce transport emissions by 41% by 2035, with
the ultimate goal of Net Zero Emissions by 2050
across the board.
In September, in partnership with the Energy
Efficiency and Conservation Authority
(EECA), EROAD released 2 new tools aimed at
empowering fleets to reduce their emissions.
Fuel Consumption
2,747 L
8.1%
Since last period
Replacement candidacy
Fuel Economy
Estimated Emissions
7,002 kg
0.3%
Since last period
Emissions Intensity
26.297 kg CO2-e/100km
2.9%
Since last period
Fuel Emissions
Petrol 10K (75.65%)
Diesel 3.3K (24.35%)
Electric 0 (0.00%)
Average
Good
Excellent
EV Candidates
Good
Not suitable
Excellent
Fuel economy
6.6L / 100km
Benchmark
8.5L / 100km
Potential Fuel Savings
1,918 L
Potential CO2-e Savings
9,733 kg
Reports available
Overview
Dashboard
Displays total emissions,
comparative analytics, and
summarises key fleet efficiency
insights and recommended
actions— all ready to be
presented to stakeholders
without the need for additional
data processing.
Detailed Emissions and
Fuel Economy Reports
These reports offer deep
dives into emissions trends,
fuel usage, and potential
savings, highlighting areas for
improvement and the impact of
practices like unproductive idling.
Vehicle Replacement
Suitability Report
This tool helps identify which
vehicles could be replaced with
low or zero-emission models,
estimating potential fuel and
emissions savings.
Idling and Harsh
Driving Reports
These reports provide
insights into idling times
and harsh driving behaviours,
pinpointing opportunities for
driver coaching to reduce
emissions and improve safety.
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999
Accounts to date exceeding
launch goal by 333%
102%
increase of EV’s
registered in fleets YoY
240%
increase in distance
travelled by EV’s
Spotlight
on Product
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EROAD ANNUAL REPORT 2024
PUBLIC FACING
EMISSIONS CALCULATOR
Powered by EROAD’s AI technology and data monitored
from over 100,000 connected vehicles and assets, the EROAD
Emissions Calculator provides users with an overview of their
fleet’s emissions profile, and offers suggestions for emissions
reduction, alongside potential savings. The calculator is
offered free as a web tool reflecting our broader commitment
to reducing emissions in the community.
EV PROMOTION
• Enable customers to recommend EVs as the first
booking option
• We are currently building a solution that estimates a users
trip distance, then promotes the most suitable journey/
vehicle type – ebike, public transport, short range EV, long
range EV, or petrol/diesel.
CASE STUDY:
MĀTANGA PROJECTS
Mātanga Projects approached EROAD to help them
manage their fleet safely, efficiently, and sustainably.
“We’re trying to get our technology in place early
so we can be ahead of the game,” states Brad
McKenzie, Director of Mātanga Projects.
Managing civil projects across different terrains
and customer sites, the team need vehicles and
technology they can rely on. When Mātanga Projects
chose EROAD as their fleet management partner,
Brad says there were four key things they needed,
which EROAD delivered on:
• Tracking the fleet’s carbon emission footprint
• Tracking where vehicles are for safety reasons
• Calculating accurate mileage for invoicing
purposes, and
• Improving driver behaviour
By monitoring their fleet with EROAD, Mātanga
Projects are able to track and measure their fleet
emissions easily through EROAD’s Sustainability
Module. The tool is helping them to understand their
fleet’s total emissions and emissions intensity, and
how they stack up against others in their industry.
28%
emissions reduction within
6 months of using EROAD
SUSTAINABILITY ENHANCEMENTS
FOR POOL BOOKING - SUSTAINABILITY
DASHBOARD
• Enabling customers to understand how their electrification
journey compares to other organisations – including a
Electrifcation Leaderboard Ranking
• Advising customers how close they are to government
goals of 30% electrification
• Within organisation we help branches understand who
leads in both EV adoption and EV utilisation – and
identifies where EVs are not being taken on journeys that
are particularly suitable (Low KM ones)
11,230kg
Weight recycled
3,220kg
Green House Gas
Emissions Reduced
E-WASTE & RECYCLING
In line with our commitment to sustainable lifecycle
management, we are intensifying our focus on the
environmental impact of our hardware devices, from their
manufacture through to end-of-life. While these efforts
continue to evolve, our e-waste program for our New Zealand
business has achieved significant milestones. Currently, 100%
of returned devices, are directed to recycling through our
partnership with Echo Tech.
Through this initiative, every device we retrieve is processed
responsibly, minimising environmental impact and reinforcing
our dedication to sustainable practices. Looking forward,
we are exploring options for similar solutions in both our
Australian and North American markets.
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EROAD ANNUAL REPORT 2024
Climate Related Disclosures
AREA
ACTION
FY23
FY24
FY25+
Governance
Review and confirm governance and
management roles and responsibilities
DONE
DONE
Set-up Sustainability Committee for
operational oversight
DONE
Educating the business on climate-related
areas
ONGOING
ONGOING
Consider system changes to monitor our
performance against targets on a more
regular basis
ONGOING
Consider how climate-related matters
including targets and included into
remuneration policies
ONGOING
ONGOING
Strategy
Define sustainability strategy
DONE
DONE
ONGOING
Develop climate-related risks and
opportunities register
DONE
Develop and perform climate-related
scenario analysis
DONE
Development of transition plan
ONGOING
Identify anticipated financial impacts of
climate-related risks and opportunities
ONGOING
AREA
ACTION
FY23
FY24
FY25+
Risk
Management
Embed climate-related risks and
opportunities into our risk framework
DONE
ONGOING
Document processes for identifying
climate-related risks and the assessment
and management of those risks
DONE
Metrics and
Targets
Measure and set Scope 1, 2 and selected
Scope 3 GHG emissions base year
DONE
Maintain Toitu carbonreduce certification
DONE
DONE
ONGOING
Set initial reduction targets for Scope 1 and
2 GHG emissions
DONE
DONE
Set interim and longer-term targets for
Scope 1 and 2 GHG emissions
DONE
ONGOING
Confirm commitment to Net Zero target for
2050
DONE
ONGOING
Set reduction targets for selected Scope 3
emission categories
ONGOING
Measure and set reduction targets across
remaining Scope 3 categories
ONGOING
Reduce Scope 1, 2 and 3 measured
emissions in line with science-aligned
targets
ONGOING
Introduction of the Sustainability Module in
myEROAD for customer use
DONE
ONGOING
Explore how we can influence our
customer’s GHG emissions from use
of our product
ONGOING
ONGOING
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During FY24, EROAD took proactive steps towards ensuring transparency and accountability in our
reporting practices by collaborating with PwC for the requirements of mandatory climate-related
disclosures implemented for FY24. In doing so, we assessed the evolving regulatory landscape and
best practices for climate-related reporting, positioning us to meet our obligations effectively.
Our Climate Related Disclosures report will provide stakeholders with comprehensive and accurate
information regarding our climate-related risks and opportunities. EROAD reaffirms its dedication
to sustainability, responsible corporate governance, and transparency in our operations. Our Climate
Related Disclosures will outline progress to date and will be available at https://eroadglobal.com/
investors by 31 July 2024.
EROAD ANNUAL REPORT 2024
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EROAD ANNUAL REPORT 2024
Goals & Aspirations
Foster a diverse and inclusive culture
Be a desirable place to work
Develop strong, empowered leaders
Our People
We understand that our success is driven by
our people, and are dedicated to fostering
an environment where all employees feel
valued and have opportunities for personal
and professional growth. By prioritising
development and engagement, we aim to
ensure that every team member has the
opportunity to thrive.
True to living our values, a key component
of our people strategy is grounded in listen
to learn – ensuring we provide opportunities
for people to feel heard. Through channels
such as our regular employee engagement
surveys, EROADers have a regular
touchpoint to influence change through
voicing concerns. It is thanks to feedback
like this we are able to develop targeted
programmes such as the Leadership
Programme for team leads in FY24.
Initiatives like leadership development,
gender pay equity, and comprehensive
awards and recognition programs
demonstrate our dedication to nurturing
an inclusive and engaged culture. Our
summer internships and regular employee
engagement surveys help us stay
connected with our employees‘ aspirations
and feedback and guide our continuous
improvement.
We do what’s right
We put customers at the heart
of what we do.
We look after our people and put
their safety & wellbeing first.
We focus on delivering quality
outcomes.
We play as a team
We all play for the same team and
that includes our customers and
partners.
We value and respect diverse
opinions and we work together to
overcome challenges.
We embrace our differences and
celebrate what makes us unique.
We learn & grow
We listen to learn.
We own and learn from mistakes,
choosing to hold a growth mindset.
We believe that curiosity fuels
successful innovation.
We get it done
We do what we say we will.
We prioritise to deliver the most
important outcomes.
We take ownership and work
together to get to a solution..
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EROAD ANNUAL REPORT 2024
Rewards & Recognition
Training and Development
Feeling appreciated and connected is crucial to
fostering a positive workplace culture. Our reward and
recognition initiatives, including the online Bonusly
platform and the quarterly EROAD Awards program, are
designed to encourage peer-to-peer appreciation and
celebrate team achievements.
DEVELOPING OUR LEADERS
97% of leaders completed the newly launched Leadership
Essentials Programme. The 11 modules cover topics like
recruitment, managing difficult conversations, giving effective
feedback, leading through change, finance management, and
performance management – all essential skills for any leader.
750+
years of collective
knowledge
25%
of EROADers
received awards
This year, we also introduced Long Service Awards
to acknowledge the many EROADers who have
continued employment for 5 or more years. It was
an opportunity to celebrate their contributions,
learn more about their stories, and thank them for
choosing EROAD.
FY24 COURSES
»
Introduced Meet the SME Elearning Courses
»
Added 25 Project Management elearning modules to
Open Sesame
»
Introduced AWS learning: AWS Cloud Practitioner
Essentials & AWS Skills Builder
»
Redelivered mandatory courses
• Privacy at EROAD
• Working at a listed company
• Data Privacy (including Cyber Security)
• Health and Safety
• MYEROAD product training
IN THE NUMBERS
(as at 31 December 2023)
CAREER DEVELOPMENT
93%
development plans
completed globally
(up from 71% FY23)
13%
Increase in employee score
“I feel that I‘m growing
professionally”
20 years 2
15 years 3
10 years 22
5 years 89
ATTRACTING NEW TALENT
Attracting new talent is a priority at EROAD. We use several
initiatives to encourage EROAD as a top choice of employer to
attract a variety of future staff.
SCHOLARSHIP
EROAD’s 2024 Scholarship Award recipient, Zach Celona.
Zach is in his second year at University of Auckland studying a
Bachelor of Engineering majoring in software engineering.
Our scholarship selection panel were impressed with his
academic achievements, the glowing recommendations from
his lecturers and his community work.
(Announced November 2023)
200
applicants
4
graduates
10
interns
40%
60%
50%
50%
SUMMER INTERNS
2024 GRADUATES
MEET CAITLIN FISHER
Software Engineer, Provisioning Team
From intern to leader, and the
importance of a bright green blazer.
The Summer Intern programme of 2021-2022 was set
to be a vibrant and social experience working at EROAD
HQ; shared lunches, stand ups, mixing with different
teams, and of course, all the celebrations for the merger
with Coretex! Sadly, the last wave of COVID lockdowns
sent everyone home instead.
Thankfully, this didn’t deter Caitlin, who embraced the
opportunity, appreciated the way everyone adapted, and
felt the effort and kindness from her team, her mentor
and buddy even from a distance.
“You could see how close the team was,
and the effort they put in to keep that
culture, which is something that was
really important for me—to not just learn
and get better at what I do, but also have
fun and actually enjoy what I do.”
After completing her studies and a stint of travelling,
Caitlin returned to EROAD as a graduate, and is a pivotal
member of the provisioning team, responsible for
improvements for the vehicle install process.
Caitlin’s commitment and leadership potential were
evident from day one, where she stood out in the
interview process for being the only one in bright green
against 20-30 in shades of black, and volunteering to
go first in the ice breaker activities. What really stands
out about this, though, is they were intentional decisions
Caitlin made to help her secure her internship. And while
it no doubt helped, it’s the work she’s done since that
makes her memorable.
Opting for the management career path, Caitlin has
stepped up as Scrum Master for her team and enjoys
making improvements to workflow, communication, and
shared learning.
PAGE 43
PAGE 42
PAGE 44
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EROAD ANNUAL REPORT 2024
Diversity & Equality
35
countries EROADers are from
increase from 29 in FY23
41%
of EROAD’s Senior
Leadership Team is female
higher than industry average
+48
eNPS for EROAD‘s
efforts to support
diversity and inclusion
(+7 points ahead of the tech
industry benchmark)
„The company respects
and values differences
in gender, ethnicity, disability,
and socio-economic status,
which creates a welcoming and
inclusive work environment.“
Staff comment,
eNPS Survey March 2024
As part of our ongoing commitment to
create a diverse and inclusive workplace,
a new Diversity and Inclusion strategy
aimed at reducing the gender pay gap was
approved by the board and will be adopted
in FY25.
It includes initiatives such as:
40:40:20 gender ratio amongst short
listed job applicants by 2026
Developing diversity initiatives
that support progression of women into
leadership positions
Gender neutral job descriptions
Education about gender bias,
discrimination and unconscious bias
Health, Safety & Wellness
WISH COMMITTEE
WISH‘ stands for Wellbeing, Inclusion, Social, and
Health & Safety. It‘s an intiative run by a group
of volunteers within EROAD who are passionate
about making our workplace the best it can be.
In practice it‘s a series of global and local events
that bring these areas to life.
BEING WELL PORTAL
In association with Southern
Cross Health Insurance, all
EROADers have access to the
BeingWell Portal. It is a hub full
of resources centred around
four main topics: Sleeping Well,
Moving Well, Eating Well and
Thinking Well.
ROAD SAFETY WEEK
During our annual Road Safety
Week presentation, we were joined
by Fit for Duty (Sleep research and
support) and Brake – The Road
Safety Charity, in which they both
addressed their concerns around
driver safety and the impact of
fatigue. This is a global event we
host annually and is a significant
safety event.
WALKATHON
Our much anticipated and
highly participated wellbeing
event is the annual Walkathon.
90 staff members completed a
total of 31.3 million steps over
six weeks. That’s 21,516 km’s!
MOVEMBER
A month long global campaign
bringing awareness to men’s
physical health, mental health,
prostate & testicular cancer. 12
men took on the challenge of
growing a moustache through
out the month of November
and raised money for the
Movember charity.
PINK SHIRT DAY
Pink Shirt Day is an opportunity
to promote inclusion, diversity,
and kindness to all. Staff wore
pink shirts across the business
in support of anti-bullying in
schools, in the community and
in workplaces.
PAGE 44
PAGE 46
PAGE 47
EROAD ANNUAL REPORT 2024
Board
Chair, Independent Director,
Auckland
Appointed: March 2019,
Appointed Chair: July 2023
Board Committees:
Nominations, Finance, Risk and
Audit, People & Culture
Susan is a professional director with more
than 25 years Board/Chair experience
in NZX/ASX listed companies, private
companies, government entities and
not for profits. With a pharmaceutical
and management background and MBA
(London Business School) she has worked
in a range of consulting and management
positions throughout New Zealand and
internationally. Susan is an appointed
Officer of New Zealand Order of Merit
(services to governance) and was awarded
Chartered Fellow status by the Council of
the Institute of Directors.
Located in Pennsylvania, Barry brings
considerable transport knowledge of
the North American market as well as
global automated and connected vehicle
expertise. He held a position of Vice
President at Econolite and he has also held
a number of leadership positions within the
transport industry and advised Singapore’s
Ministry of Transportation on their Highly
Automated Vehicle Programme. In addition,
Barry reviewed work undertaken by the
Transportation Research Board and created
patent-approved technology used in Public
Safety Networks. He holds a Bachelor of
Science (Environmental Biology).
Based in Boston, Sara brings extensive
experience in fast-growing software
companies, logistics, transportation, large
scale product implementation, and sales.
She has business experience in North
America, Europe, Southeast Asia, Australia,
and NZ. Sara served as the Chief Solutions
Officer and executive board member of
Quintiq and is a director of North American
company Spiro, a customer relationship
management and sales enablement
company, and is the co-founder and
director of Activote, a non-partisan
application enabling voting in North
America.
Independent Director
Pennsylvania
Appointed: January 2020
Board Committees:
Technology (Chair), Nominations
Independent Director
Massachusetts
Appointed: April 2022
Board Committees:
People & Culture (Chair),
Nominations, Technology
Leadership
SUSAN
PATERSON
BARRY
EINSIG
SARA
GIFFORD
David is a professional director, investor
and former executive in the banking and
finance sector with extensive business
management, leadership and governance
experience. Throughout his executive
career he led large teams delivering
complex solutions for large enterprise
customers across a wide range of industry
sectors in Asia, Australia and New Zealand
and the Middle East. David has considerable
experience leading change programmes,
digital transformation strategies, building
positions of market leadership and working
with regulators. He has been awarded
fellowships by the Chartered Accountants
Australia and New Zealand (CA ANZ) and
the Institute of Finance Professionals in
New Zealand (INFINZ).
Based in California, Cameron has deep
experience in Board governance as well
as an extensive executive management
career as a Chief Financial Officer and
Chief Operating Officer in high-growth
companies. In these roles, she has driven
strategic and scalable growth and has led
numerous successful capital raises, M&A
and IPO processes across a wide range of
industries. She is currently Chief Financial
Officer at Weights & Biases, an enterprise
software company, and is a Director at
Copper Cow Coffee, a sustainably sourced
coffee producer. Cameron is a member of
EROAD’s Finance, Risk & Audit Committee.
Selwyn brings more than 40 years’
experience in electronics supply chains,
enterprise level network security and
telematics in Asia, Australia, NZ, North
America and Europe. He has extensive
experience in international sales, marketing,
strategic planning and supply chain
management in small start-ups to multi-
billion-dollar corporations. He was the
founder and CEO of Coretex before the
merger with EROAD and the previous
co-founder, CEO and Chairman of Endace
Ltd. In 2008 Selwyn was recognised as a
‘Flying Kiwi’ by the New Zealand Hi Tech
Association.
Independent Director
Auckland
Appointed: July 2023
Board Committees:
Finance, Risk and Audit (Chair),
Nominations, People & Culture
Independent Director
California
Appointed: March 2024
Board Committees:
Finance, Risk and Audit,
Nominations
Non-Executive Director
Auckland
Appointed: December 2021
Board Committees:
Finance, Risk and Audit,
Nominations, Technology
DAVID
GREEN
CAMERON
KINLOCH
SELWYN
PELLETT
PAGE 48
PAGE 49
EROAD ANNUAL REPORT 2024
Executive Team
Leadership
DAVID
KENNESON
CO-CHIEF EXECUTIVE
OFFICER
MARGARET
WARRINGTON
CHIEF FINANCIAL
OFFICER
SHELLEY
PRENTICE
CHIEF PEOPLE
OFFICER
AARON
LATIMER
CHIEF OPERATING
OFFICER
MARK
HEINE
CO-CHIEF EXECUTIVE
OFFICER
DUANNE
O‘BRIEN
CHIEF TECHNOLOGY
OFFICER⁶
⁵ Joined April 2024
⁶ Starting June 2024
KONRAD
STEMPNIAK
EGM SALES &
MARKETING ANZ
MARK
DAVIDSON
EVP SALES &
MARKETING⁵
AKINYEMI
KOYI
PRESIDENT PRODUCT
& STRATEGY
EROAD ANNUAL REPORT 2024
JEREMY
WILTON
EVP PRODUCT &
ENGINEERING-DEVICES
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2024
2024
2023
Notes
$M's
$M’s
Revenue
2
182.0
174.9
Operating expenses
5
(128.7)
(129.7)
Earnings before interest, taxation, depreciation and
amortisation
53.3
45.2
Depreciation of property, plant and equipment
10
(23.2)
(17.2)
Amortisation of intangible assets
11
(19.0)
(17.9)
Amortisation of contract and customer aquisition assets
3
(10.3)
(8.4)
Earnings before interest and tax (EBIT)
0.8
1.7
Finance expense
(8.5)
(7.1)
Finance income
(0.7)
0.3
Net financing costs
14
(7.8)
(6.8)
Loss before tax
(7.0)
(5.1)
Income tax benefit
20
6.7
2.1
Loss after tax for the year attributable to the shareholders
(0.3)
(3.0)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Cash flow hedges
(0.6)
0.4
Currency translation differences
3.7
2.3
3.1
2.7
Total comprehensive loss for the year
2.8
(0.3)
Loss per share - Basic (cents)
15
(0.25)
2.69
Loss per share - Diluted (cents)
15
(0.25)
2.68
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the
accompanying notes.
EROAD FINANCIAL STATEMENTS 2024
PAGE 50
PAGE 51
Financial
Statements
EROAD FINANCIAL STATEMENTS 2024
PAGE 52
PAGE 53
Consolidated Statement of Financial Position
As at 31 March 2024
2024
2023
Notes
$M's
$M’s
Current assets
Cash and cash equivalents
7
14.5
8.1
Restricted bank accounts
7
17.8
11.6
Trade and other receivables
8
33.2
34.4
Contract fulfilment costs
3
5.8
5.3
Costs to obtain contracts
3
2.4
2.3
Total Current Assets
73.7
61.7
Non-current assets
Property, plant and equipment
10
88.8
77.8
Intangible assets
11
244.4
242.1
Derivative financial asset
18
-
0.2
Contract fulfilment costs
3
6.2
4.0
Costs to obtain contracts
3
2.7
1.8
Deferred tax assets
21
17.7
15.2
Total Non-Current Assets
359.8
341.1
Total Assets
433.5
402.8
Consolidated Statement of Financial Position (continued)
As at 31 March 2024
2024
2023
Notes
$M's
$M’s
Current liabilities
Borrowings
13
2.5
1.4
Trade payables and accruals
9
30.3
23.0
Payables to transport agencies
7
17.8
11.9
Contract liabilities
4
10.9
7.4
Lease liabilities
12
1.2
1.7
Employee entitlements
4.1
3.7
Derivative financial liabilities
18
0.3
-
Total Current Liabilities
67.1
49.1
Non-current liabilities
Borrowings
13
34.1
69.2
Contract liabilities
4
12.7
12.0
Lease liabilities
12
5.1
5.8
Derivative financial liabilities
18
0.1
-
Deferred tax liabilities
21
11.4
17.9
Total non-current liabilities
63.4
104.9
Total Liabilities
130.5
154.0
Net Assets
303.0
248.8
Equity
Share Capital
15
353.5
305.7
Share capital premium/discount
(19.9)
(19.9)
Other reserves
2.1
(1.0)
Accumulated losses
(32.7)
(36.0)
Total Shareholders' Equity
303.0
248.8
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Chair of the Finance, Risk and Audit Committee, 23 May 24
Chair, 23 May 24
EROAD FINANCIAL STATEMENTS 2024
PAGE 54
PAGE 55
Consolidated Statement of Changes in Equity
For the year ended 31 March 2024
Consolidated
Share
Capital
Share
Premium /
Discount
Accumulated
losses
Translation
Reserve
Hedging
Reserve
Total
Notes
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
Balance as at 1 April 2022
293.3
(6.5)
(35.4)
(3.5)
(0.2)
247.7
Loss for the year
-
-
(3.0)
-
-
(3.0)
Other comprehensive loss
-
-
-
2.3
0.4
2.7
Total comprehensive loss
-
-
(3.0)
2.3
0.4
(0.3)
Transactions with owners
of the Company
Equity settled share-based
payments
16
1.4
-
(1.3)
-
-
0.1
Share capital issued relating to
business combination
11.0
(9.7)
-
-
-
1.3
Contingent shares forfeited
reclassification
-
(3.7)
3.7
-
-
-
Balance as at 31 March 2023
305.7
(19.9)
(36.0)
(1.2)
0.2
248.8
Balance as at 1 April 2023
305.7
(19.9)
(36.0)
(1.2)
0.2
248.8
Loss for the year
-
-
(0.3)
-
-
(0.3)
Other comprehensive income
-
-
-
3.7
(0.6)
3.1
Total comprehensive income/
(loss)
-
-
(0.3)
3.7
(0.6)
2.8
Transactions with owners
of the Company
Equity settled share-based
payments
16
1.0
-
3.6
-
-
4.6
Share capital issued - net of costs
15
46.8
-
-
-
-
46.8
Balance at 31 March 2024
353.5
(19.9)
(32.7)
2.5
(0.4)
303.0
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Consolidated Statement of Cash Flows
For the year ended 31 March 2024
2024
2023
Notes
$M’s
$M’s
Cash flows from operating activities
Cash received from customers
186.3
165.2
Payments to suppliers and employees
(117.0)
(128.9)
Payments for contract fulfilment assets
3
(10.0)
(7.6)
Interest received
0.7
0.3
Interest paid
(6.5)
(4.9)
Tax (paid)/received
(0.6)
-
Net cash inflow from operating activities
52.9
24.1
Cash flows from investing activities
Payments for investment in property, plant & equipment
10
(32.2)
(27.5)
Payments for investment in intangible assets
11
(21.3)
(28.2)
Payments for investment in costs to obtain contracts
3
(3.9)
(2.9)
Payments for investment in subsidiary (including contingent
consideration), net of cash acquired
-
(8.5)
Net cash outflow from investing activities
(57.4)
(67.1)
Cash flows from financing activities
Receipts from bank loans
13
2.0
52.7
Repayments of bank loans
13
(35.9)
(14.2)
Payment of lease liability
12
(2.1)
(1.3)
Receipts from issue of equity
50.0
-
Payments for costs of raising equity
(3.2)
-
Net cash inflow from financing activities
10.8
37.2
Net increase/(decrease) in cash held
6.3
(5.8)
Cash at beginning of the financial period
8.1
13.9
Effects of exchange rate changes on cash and cash
equivalents
0.1
-
Closing cash and cash equivalents
14.5
8.1
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
EROAD FINANCIAL STATEMENTS 2024
PAGE 57
PAGE 56
Reconciliation of Operating Cash Flows with Reported
Loss After Tax
For the year ended 31 March 2024
2024
2023
Notes
$M’s
$M’s
Reconciliation of operating cash flows with reported loss
after tax
Loss after tax for the year attributable to the shareholders
(0.3)
(3.0)
Add/(less) non-cash items
Tax asset recognised
(7.6)
(3.9)
Depreciation and amortisation
52.5
43.5
Other non-cash expenses/(income)
4.7
(1.3)
Contingent consideration and revaluation
-
(9.6)
Unwinding of interest expense for discounted contract liabilities
and contingent consideration
1.1
1.7
50.7
30.4
Movements in other working capital items
(Increase)/decrease in trade and other receivables
1.7
(6.1)
(Decrease)/increase in current tax payables
(1.4)
2.1
Increase in contract liabilities
3.8
7.9
Increase in contract fulfillment costs
(10.0)
(7.6)
Increase in trade payables, interest payable and accruals
8.4
0.4
2.5
(3.3)
Net cash from operating activities
52.9
24.1
Notes to the consolidated financial statements
For the year ended 31 March 2024
REPORTING ENTITY
The consolidated financial statements for the year ended 31 March 2024 are for EROAD Limited (the “Company”) and
its subsidiaries (collectively referred to as the “Group”). The Group provides electronic on-board units and software as a
service to the transport industry.
EROAD Limited is a company domiciled in New Zealand registered under the Companies Act 1993 and is a FMC reporting
entity for the purposes of the Financial Markets Conduct Act 2013. The Company is listed on the New Zealand Stock
Exchange (NZX) Main Board and the Australian Stock Exchange (ASX).
BASIS OF PREPARATION
The consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Practice
in New Zealand (NZ GAAP). The financial statements comply with New Zealand equivalents to International Financial
Reporting Standards (NZ IFRS) as appropriate for profit-oriented entities and other New Zealand accounting standards,
and authoritative notices that are applicable to entities that apply NZ IFRS. These financial statements also comply with
International Financial Reporting Standards and the requirements of the Financial Markets Conduct Act 2013.
The consolidated 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 as disclosed in Note 13.
The financial statements are presented in New Zealand dollars ($) which is the Group‘s presentation currency, and all values
are rounded to million dollars to one decimal place ($M‘s) except where stated. Items included in the financial statements
of each of the Group‘s entities are measured using the currency of the primary economic environment in which the entity
operates (the “functional currency”). The functional currency of the Company and its New Zealand subsidiaries is New
Zealand dollars. The functional currency of the Company‘s Australian and North American subsidiaries are Australian
dollars and United States dollars respectively.
All amounts are shown exclusive of goods and services tax (GST) except for trade receivables and trade payables, and
except where the amount of GST incurred is not recoverable. When this occurs, GST is recognised as part of the cost of the
asset or as an expense as applicable.
The financial statements are prepared on the historical cost basis, except for certain financial instruments which are carried
at fair value.
.
BASIS OF CONSOLIDATION
Subsidiaries are fully consolidated at the date on which the Group obtains control, and continue to be consolidated until the
date when such control ceases. The financial statements are prepared for the same reporting period as the Company, using
consistent accounting policies. All intra-group transactions and balances arising within the Group are eliminated in full.
ACCOUNTING POLICIES
Accounting policies that summarise the measurement basis used and that are relevant to the understanding of the financial
statements are provided throughout the accompanying notes.
The Group adopted all mandatory new and amended NZ IFRS Standards and Interpretations and there has been no material
impact on the Group‘s financial statements.
There are no other new standards, amendments or interpretations that have been issued and are not yet effective, that are
expected to have a significant impact on the Group.
EROAD FINANCIAL STATEMENTS 2024
PAGE 58
PAGE 59
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
PERFORMANCE
This section focuses on the Group’s financial performance. This section includes the following notes:
NOTE 1 SEGMENT REPORTING
NOTE 2 REVENUE
NOTE 3 CONTRACT FULFILMENT AND COSTS TO OBTAIN CONTRACTS
NOTE 4 CONTRACT LIABILITIES
NOTE 5 EXPENSES
NOTE 6 PERSONNEL EXPENSES
NOTE 1 SEGMENT REPORTING
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 Officers (“CEOs”). The CEOs are considered to be the chief operating
decision makers (“CODM”).
The four segments/strategic divisions offer different services and are managed separately because they require different
technology, services and marketing strategies. For each strategic division, the CODM reviews internal management reports.
The following summary describes the operations in each of the Group’s segments.
• Corporate & Development: Corporate head office costs and R&D activities for development of new and existing
products and services
• North America: Operating companies serving customers in North America
• Australia: Operating companies serving customers in Australia
• New Zealand: Operating companies serving customers in New Zealand
Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items comprise income tax, derivative financial instruments, finance income
and expenses.
Inter-segment pricing is determined on an arm’s length basis.
EROAD ANNUAL REPORT 2024
EROAD FINANCIAL STATEMENTS 2024
PAGE 60
PAGE 61
Reportable segment information
Key information related to each reportable segment as provided to the CODM is set out below.
Corporate &
Development
North America
New Zealand
Australia
2024
2023
2024
2023
2024
2023
2024
2023
$M's
$M's
$M's
$M's
$M's
$M's
$M's
$M's
Revenue
Software as a Service (Saas)
revenue
-
-
76.0
65.3
85.5
75.8
10.0
8.3
Hardware revenue
0.2
0.6
2.6
5.4
0.2
0.2
0.5
0.7
Transaction fee revenue
-
-
-
-
3.3
3.7
-
-
Other revenue 1
74.8
61.7
1.4
1.9
3.0
4.0
0.2
0.3
Total revenue
75.0
62.3
80.0
72.6
92.0
83.7
10.7
9.3
Earnings before interest,
taxation, depreciation &
amortisation
(33.6)
(28.5)
22.0
18.1
62.2
53.7
3.0
2.2
Other segment information
Total assets
287.2
277.3
97.2
100.4
89.2
69.5
19.8
15.4
Depreciation of property, plant &
equipment
(1.9)
(2.1)
(10.7)
(7.8)
(9.1)
(6.9)
(1.3)
(0.6)
Amortisation of intangible assets
(12.4)
(10.2)
(5.1)
(5.1)
(0.9)
(0.9)
(0.6)
(1.7)
Amortisation of contract and
customer acquisition assets
-
-
(2.0)
(2.3)
(6.4)
(5.4)
(0.8)
(0.6)
1 Revenue from Corporate & Development Markets includes R&D Grant Income of $1.7M (31 March 2023: $1.6M and reassessment of contingent consideration of
$9.6M).
NOTE 1 SEGMENT REPORTING (CONTINUED)
NOTE 1 SEGMENT REPORTING (CONTINUED)
Reconciliation of information on reportable segments
2024
2023
$M’s
$M’s
Revenue
Total revenue for reportable segments
257.7
227.9
Elimination of inter-segment revenue
(75.7)
(53.0)
Consolidated Revenue
182.0
174.9
EBITDA
Total EBITDA for reportable segments
53.6
45.5
Elimination of inter-segment EBITDA
(0.3)
(0.3)
Consolidated EBITDA
53.3
45.2
Depreciation
Total depreciation for reportable segments
(23.0)
(17.4)
Elimination of inter-segment depreciation
(0.2)
0.2
Consolidated Depreciation
(23.2)
(17.2)
Amortisation of intangible assets
Total amortisation for reportable segments
(19.0)
(17.9)
Elimination of inter-segment amortisation
-
-
Consolidated Amortisation
(19.0)
(17.9)
Total assets
Total assets for reportable segments
493.4
462.6
Elimination of inter-segment balances
(59.9)
(59.8)
Consolidated Total Assets
433.5
402.8
Allocation of goodwill, property plant and equipment and other intangible assets
Included within Total Assets are Development Assets of $106.0M (31 March 2023: $100.4M) which for the purpose of the
segment note have been allocated to the Corporate & Development Market based on the ownership of intellectual property.
The amortisation for these assets are also presented in the Corporate & Development segment. The Group‘s cash generating
units (CGUs) are North America, New Zealand and Australia. For impairment testing purposes management allocate the
Development Assets to the CGU based on the specific CGU that the Development Asset relates to, or if the Development
Asset is developed for use globally across all CGU‘s, the asset is allocated to CGU‘s based on the proportionate share of the
Group‘s Contracted Units. Property plant and equipment and other finite intangible assets are also included and tested as part
of impairment testing of repective CGU‘s.
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 cash-generating units has been done based on valuation expert advice
as part of acquisition accounting during the period ended 31 March 2022.
EROAD FINANCIAL STATEMENTS 2024
PAGE 62
PAGE 63
The allocation of the Development Assets, goodwill and other intangibles to CGU’s within the following reportable segments
for the purpose of impairment testing was as follows:
Development Assets
Goodwill
Brand
Customer
relationships
$M's
$M's
$M's
$M's
31 MARCH 2024
North America
49.8
88.8
1.7
19.2
New Zealand
50.3
5.7
-
1.0
Australia
5.9
13.6
-
3.2
106.0
108.1
1.7
23.4
31 MARCH 2023
North America
46.3
88.8
2.4
20.7
New Zealand
48.3
5.7
-
1.1
Australia
5.8
13.6
-
3.5
100.4
108.1
2.4
25.3
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.
2024
2023
$M’s
$M’s
Revenue
New Zealand
91.8
94.0
All foreign countries:
USA
79.6
71.6
Australia
10.6
9.3
Total revenue
182.0
174.9
Non-current assets
New Zealand
247.7
230.4
All foreign countries:
USA
79.4
84.6
Australia
15.0
10.7
Total non-current assets
342.1
325.7
Non-current assets exclude financial instruments and deferred tax assets.
2024
2023
$M’s
$M’s
Reconciliation of geographical non-current assets
to total non-current assets
Geographical non-current assets
342.1
325.7
Deferred tax assets
17.7
15.2
Derivative financial instruments
-
0.2
Total non-current assets
359.8
341.1
NOTE 2 REVENUE
2024
2023
$M’s
$M’s
Revenue from contracts with customers
Software as a service (Saas) revenue
171.5
149.4
Hardware revenue (subscription basis)
3.5
6.9
Other
Transaction fee revenue
3.3
3.7
Other revenue and income
2.0
13.3
Grant income
1.7
1.6
Total Revenues
182.0
174.9
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 software
as a service (SAAS) revenue.
Each of the Group‘s main sources of revenue are described in detail below:
Software as a service revenue
Software as a service (SaaS) revenue represents revenue earned from customer contracts for the sale or rental of hardware,
installation services, training and support services and provision of software services.
As 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.
NOTE 1 SEGMENT REPORTING (CONTINUED)
NOTE 1 SEGMENT REPORTING (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 64
PAGE 65
The transaction involving hardware and accessories do not convey a distinct good or service. The sale does not transfer
control to the customer as the Group provides a significant service of integrating the software service to produce a combined
output. The sale of the hardware, accessories and software service are referred to as Software as a Service (SaaS) revenue,
which is recognised on a straight line basis over the contract period to reflect the fulfilment of the performance obligations as
they arise. There are no variable consideration terms within the contracts.
The Group offers installation services as part of a number of promises to transfer goods and services within each contract.
Installation services do not convey a distinct good or service and therefore are not a separate performance obligation as
the installation is a set-up activity that does not provide the customer a direct benefit other than access to the software
services. As a result, the installation service is considered as part of the single performance obligation referred to as software
as a service (SAAS) revenue, which includes the software service and hardware sale or rental for which the customer
simultaneously receives and consumes the benefit of the service.
A contract liability is recognised where consideration is received in advance of the completion of associated performance
obligations. The contract liability is derecognised over time evenly over the period of the contract as the customer derives
the benefit evenly from the services provided over the contract period. The majority of contracts are for 3 years and can be
for a term of up to 5 years. As a result there is a financing component which the group recognise as a finance cost when
consideration is received in advance.
Hardware revenue (Subscription-basis)
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 software as a service 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.
Other revenue and income
Included in other income and revenue in 31 March 2023 is $9.6M related to the reassessment of contingent consideration
related to the acquisition of Coretex Limited.
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 31 March 2024 are
expected to be recognised by EROAD based on the time bands disclosed below.
2024
2023
$M’s
$M’s
Software as a Service (SaaS) revenue
No later than one year
93.6
88.1
Later than one year, no later than five years
169.1
131.5
Total price allocated to remaining performance obligations
262.7
219.6
NOTE 3 CONTRACT FULFILMENT AND COSTS TO OBTAIN CONTRACTS
Capitalised contract fulfilment costs
The Group capitalises incremental costs of fulfilling customer contracts, typically distribution and installation costs. Contract
fulfilment costs are amortised evenly over the period of the contract. The majority of contracts are for 3 years and can be for a
term of up to 5 years. Customers who do not sign up to a term have contract fulfilment costs expensed up-front.
Capitalised contract acquisition costs
The Group has applied a policy of capitalising only costs that are incremental in obtaining contracts with customers,
typically sales commissions. Contract acquisition costs are amortised evenly over the period of the contract. The majority
of contracts are for 3 years and can be for a term of up to 5 years. Customers who do not sign up to a term have contract
acquisition costs expensed up-front.
The following table provides information about contract fulfilment and costs to obtain contracts with customers:
Contract fulfilment
Costs to obtain contracts
2024
2023
2024
2023
$M’s
$M’s
$M’s
$M’s
Opening net book value
9.3
6.9
4.1
4.0
Additions
10.0
7.8
3.9
3.1
Amortisation
(7.3)
(5.4)
(2.9)
(3.0)
Closing net book value
12.0
9.3
5.1
4.1
Current
5.8
5.3
2.4
2.3
Non-current
6.2
4.0
2.7
1.8
NOTE 2 REVENUE (CONTINUED)
NOTE 2 REVENUE (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 66
PAGE 67
NOTE 4 CONTRACT LIABILITIES
The Group enters into contracts with customers for the provision of software services over a contracted period. As stated
in the accounting policies, this revenue is recognised over time as the customer simultaneously receives and consumes the
benefit of the service. The Group has determined that the benefit of the services provided is consumed evenly over the period
of the contract, and thus the performance obligations are satisfied evenly over the period. Where the Group receives a portion
of the transaction price of a contract in advance, this is recognised as a contract liability and released over the contract period
as the Group satisfies its performance obligations.
2024
2023
$M’s
$M’s
Opening balance
19.4
11.9
Amounts deferred during the period
18.8
16.9
Amount recognised in the statement of comprehensive income
(14.6)
(9.4)
23.6
19.4
Current
10.9
7.4
Non-current
12.7
12.0
NOTE 5 EXPENSES
2024
2023
Notes
$M’s
$M’s
Personnel expenses - net of capitalised employee
remuneration
6
61.8
57.5
Administrative and other operating expenses
36.5
41.1
SaaS platform costs
28.7
26.0
Directors fees
0.8
0.8
Integration-related expenses
-
3.4
Auditor's remuneration - KPMG
0.5
0.5
Other assurance services - KPMG
0.1
0.1
Tax compliance and advisory services - KPMG
0.3
0.3
Total operating expenses
128.7
129.7
Other assurance services include half year review and procedures over RDTI claim and NZTA reasonable assurance.
During the year the costs expensed for Research and Development was $32.8M (31 March 2023: $37.2M including
integration costs).
The integration related expenses in the prior year include internal staff time.
NOTE 6 PERSONNEL EXPENSES
2024
2023
$M’s
$M’s
Salaries and wages - excluding capitalised commission costs
69.7
74.1
Annual leave
0.5
(1.1)
Performance bonus
0.4
1.4
Share-based payments
4.1
0.1
Salaries and wages capitalised to development and software assets
(12.9)
(17.0)
61.8
57.5
EROAD FINANCIAL STATEMENTS 2024
PAGE 68
PAGE 69
WORKING CAPITAL
This section provides information about the primary elements of the Group’s working capital. This section includes the
following notes:
NOTE 7 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PAYABLES TO TRANSPORT AGENCIES
NOTE 8 TRADE AND OTHER RECEIVABLES
NOTE 9 TRADE PAYABLES AND ACCRUALS
NOTE 7 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PAYABLES TO TRANSPORT AGENCIES
2024
2023
$M’s
$M’s
Cash and cash equivalents
14.5
8.1
Restricted bank accounts
17.8
11.6
32.3
19.7
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
(17.8)
(11.9)
NOTE 8 TRADE AND OTHER RECEIVABLES
2024
2023
$M’s
$M’s
Trade receivables
25.3
22.5
Allowance for expected credit losses on trade receivables
(4.6)
(3.5)
20.7
19.0
Prepayments and other receivables
12.5
15.4
33.2
34.4
In addition to the movement in the expected credit losses, the Group has written off $0.9M (2023: $1.7M) of bad debts to the
statement of comprehensive income.
Trade receivables are amounts due from customers for products sold and services provided. Trade receivables are recognised
initially at their transaction price and subsequently measured at the amount to be collected. Due to the short term nature of
these debtors, their carrying value is assumed to approximate fair value.
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through
profit or loss. The Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in
credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established
a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the
debtors and the economic environment. That is, to measure the expected credit losses, trade receivables have been grouped
based on customer industry risk characteristics and the days past due. The expected loss rates are based on recent payment
profiles, historical customer behaviour, age of debt and individual customer circumstances.
NOTE 9 TRADE PAYABLES AND ACCRUALS
2024
2023
$M’s
$M’s
Trade payables
12.9
7.6
Tax payable
1.2
2.6
Sundry accruals
16.2
12.8
30.3
23.0
Trade payables are carried at amortised cost. Due to their short-term nature, they are not discounted.
NOTE 8 TRADE AND OTHER RECEIVABLES (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 70
PAGE 71
LONG-TERM ASSETS
This section provides information about the investment the Group has made in long-term assets to operate the business.
This section includes the following notes:
NOTE 10 PROPERTY, PLANT AND EQUIPMENT
NOTE 11 INTANGIBLE ASSETS
NOTE 12 LEASES AS LESSEE
NOTE 10 PROPERTY, PLANT AND EQUIPMENT
Right of
use assets
Hardware
assets
Plant and
equipment
Leasehold
improvements
Motor
vehicles
Office
equipment
Computers
Total
$M’s
$M's
$M's
$M's
$M's
$M's
$M's
$M's
YEAR ENDED 31 MARCH 2024
Opening net book
amount
5.7
68.7
0.1
1.6
0.2
0.6
0.9
77.8
Additions
0.3
33.0
-
-
-
-
0.5
33.8
Disposals
-
(1.3)
-
-
-
-
-
(1.3)
Depreciation charge
(1.5)
(20.3)
-
(0.4)
(0.1)
(0.2)
(0.7)
(23.2)
Effect of movement
in exchange rates
0.2
1.5
-
-
-
-
-
1.7
Closing net book
amount
4.7
81.6
0.1
1.2
0.1
0.4
0.7
88.8
AT 31 MARCH 2024
Cost
8.6
135.2
0.8
2.9
0.4
2.0
5.3
155.2
Accumulated
depreciation
(3.9)
(53.6)
(0.7)
(1.7)
(0.3)
(1.6)
(4.6)
(66.4)
Net book amount
4.7
81.6
0.1
1.2
0.1
0.4
0.7
88.8
Right of
use assets
Hardware
assets
Plant and
equipment
Leasehold
improvements
Motor
vehicles
Office
equipment
Computers
Total
$M's
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
YEAR ENDED 31 MARCH 2023
Opening net book
amount
4.5
54.1
0.1
1.2
0.3
0.6
0.9
61.7
Additions
3.1
27.1
0.1
0.7
-
0.2
0.6
31.8
Disposals
-
(1.2)
-
-
-
-
-
(1.2)
Depreciation
charge
(1.9)
(14.0)
(0.1)
(0.3)
(0.1)
(0.2)
(0.6)
(17.2)
Effect of movement
in exchange rates
-
2.7
-
-
-
-
-
2.7
Closing net book
amount
5.7
68.7
0.1
1.6
0.2
0.6
0.9
77.8
AT 31 MARCH 2023
Cost
9.8
106.1
0.8
3.1
0.8
2.0
4.9
127.5
Accumulated
depreciation
(4.1)
(37.4)
(0.7)
(1.5)
(0.6)
(1.4)
(4.0)
(49.7)
Net book amount
5.7
68.7
0.1
1.6
0.2
0.6
0.9
77.8
Included in the Hardware Assets is equipment under construction to be leased or sold of $33.2M (2023: $27.8M). Due to the
majority of the equipment under construction being ultimately sold under contract and forming part of hardware assets on the
Group‘s fixed asset register it has been accordingly classified under hardware assets.
Items of plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Cost includes the
purchase consideration, and those costs directly attributable to bringing the asset to the location and condition necessary
for its intended use. Where an item of plant and equipment is disposed of, the gain or loss recognised in the statement of
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
separately identifiable cash flows for property, plant and equipment as hardware assets are sold together with various SAAS
services as a package. Property plant and equipment is allocated to the Group‘s CGU‘s as described in note 1 for the purposes
of impairment testing.
NOTE 10 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 72
PAGE 73
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 11 INTANGIBLE ASSETS
Development
Software
Goodwill
Brand
Customer
relationships
Patents,
trademarks and
other rights
Total
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
YEAR ENDED 31 MARCH 2024
Opening net book amount
100.4
5.8
108.1
2.4
25.3
0.1
242.1
Additions
21.0
0.3
-
-
-
-
21.3
Disposals
-
-
-
-
-
-
-
Amortisation charge
(15.4)
(1.0)
-
(0.7)
(1.9)
-
(19.0)
Closing net book amount
106.0
5.1
108.1
1.7
23.4
0.1
244.4
AT 31 MARCH 2024
Cost
175.6
12.4
108.1
3.3
28.8
0.1
328.3
Accumulated amortisation
(69.6)
(7.3)
-
(1.6)
(5.4)
-
(83.9)
Net book amount
106.0
5.1
108.1
1.7
23.4
0.1
244.4
NOTE 10 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Development
Software
Goodwill
Brand
Customer
relationships
Patents,
trademarks and
other rights
Total
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
YEAR ENDED 31 MARCH 2023
Opening net book amount
88.3
3.9
108.1
3.1
28.0
-
231.4
Additions
25.5
2.6
-
-
-
0.1
28.2
Disposals
-
-
-
-
-
-
-
Effect of movement in foreign
exchange rate
0.2
-
-
-
0.2
-
0.4
Amortisation charge
(13.6)
(0.7)
-
(0.7)
(2.9)
-
(17.9)
Closing net book amount
100.4
5.8
108.1
2.4
25.3
0.1
242.1
AT 31 MARCH 2023
Cost
154.6
12.1
108.1
3.3
28.8
0.1
307.0
Accumulated amortisation
(54.2)
(6.3)
-
(0.9)
(3.5)
-
-64.9
Net book amount
100.4
5.8
108.1
2.4
25.3
0.1
242.1
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.
NOTE 11 INTANGIBLE ASSETS (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 74
PAGE 75
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
consideration paid and the fair value of the net assets acquired. Net assets acquired included finite life intangibles assets
such as customer relationships, brands, software and development assets. The goodwill and finite life intangibles were then
allocated to the cash generating units of the business with the assistance of external specialists. When goodwill is acquired in
a business combination, under the accounting standards, NZ IAS 36 requires an impairment test to be completed annually (for
cash-generating units in which goodwill has been allocated) irrespective of whether there is any indication of impairment. An
impairment test is also required when there is an indicator of impairment identified each reporting period. Refer to note 1 for
the allocation of goodwill, property plant and equipment and other finite life intangible assets to cash generating units (CGUs).
The CGU‘s are considered the lowest level for which there are separately identifiable cashflows. Corporate costs attributable to
the CGUs are allocated to the respective CGUs as part of impairment testing. Unallocated corporate costs and assets are also
tested for impairment using a top down approach.
Impairment testing of CGU’s
To complete the annual impairment testing management assessed the recoverable amount of each of the cash-generating
units (‘CGU’) of which goodwill, property plant and equipment and finite life intangible assets have been allocated by
reference to its value in use (‘VIU‘) determined using a discounted cash flows model. The recoverable amounts of the CGUs
were estimated based on the following significant assumptions:
Amount the VIU
exceeds the
carrying value
Connected unit
CAGR
ARPU
CAGR
WACC
$M’s
New Zealand
195.0
5.77%
(0.09)%
12.50%
North America
67.3
15.84%
(0.41)%
12.50%
Australia
16.3
21.47%
(0.98)%
12.50%
The inputs used for the growth in connected units and ARPU in the CGUs reflect past experience and the forecast
performance of the group.
- Terminal growth rate of 2.0% applied to 2029 and thereafter
Sensitivity analysis was undertaken which concluded that New Zealand results are not particularly sensitive to changes in
the underlying assumptions. Australia and North America are sensitive to the achievement of forecast unit growth, ARPU
and changes in the discount rate.
NOTE 11 INTANGIBLE ASSETS (CONTINUED)
Change in individual assumptions, while keeping all other assumptions constant which results in the recoverable value to
equate to the carrying value is shown in the sensitivity analysis below:
Input required for the VIU to equate to the carrying value
Connected unit
CAGR
ARPU
CAGR
WACC
New Zealand
Not sensitive
Not sensitive
Not sensitive
North America
13.95%
(2.90)%
15.45%
Australia
18.39%
(4.49)%
15.80%
The Group concluded that the recoverable amount of each of the CGU were higher than their respective carrying values
and therefore no impairment was considered necessary at 31 March 2024.
NOTE 12 LEASES AS LESSEE
2024
2023
$M’s
$M’s
Maturity analysis - contractual undiscounted cash flows
Less than one year
1.5
2.0
One to five years
4.9
5.5
More than five years
0.9
1.3
Total undiscounted lease liabilities
7.3
8.8
Current
1.2
1.7
Non-current
5.1
5.8
Lease liabilities included in the statement of financial position
6.3
7.5
Amounts recognised in Statement of Comprehensive Income
2024
2023
$M’s
$M’s
Interest expense on lease liabilities
0.2
0.3
Depreciation on right of use assets
1.5
1.9
Amounts recognised in Statement of Cash Flows
2024
2023
$M’s
$M’s
Total cash outflow for leases
(2.1)
(1.3)
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental
borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
NOTE 11 INTANGIBLE ASSETS (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 76
PAGE 77
Lease payments included in the measurement of the lease liability comprise the following:
- fixed payments, including in-substance fixed payments;
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date;
- amounts expected to be payable under a residual guarantee;
- the exercise priced under a purchase option that the Group is reasonably certain to exercise;
- lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option; and
- penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change
in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount
expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a
purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-
use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
NOTE 12 LEASES AS LESSEE (CONTINUED)
DEBT AND EQUITY
This section outlines the Group’s capital structure and the related financing costs. This section includes the
following notes:
NOTE 13 BORROWINGS
NOTE 14 FINANCE INCOME AND FINANCE EXPENSES
NOTE 15 EQUITY
NOTE 16 SHARE-BASED PAYMENTS
NOTE 13 BORROWINGS
2024
2023
$M’s
$M’s
Current borrowings
Term Loans
2.5
-
Bank overdraft
-
1.4
2.5
1.4
Non-current borrowings
Term loans
22.5
30.0
Revolving credit facility
12.3
39.7
Capitalised borrowings costs
(0.7)
(0.5)
34.1
69.2
Terms and debt repayment schedule
2024
2024
2023
2023
Nominal
Interest
Year of
Maturity
Face
Value
$M’s
Carrying
amount
$M’s
Face
Value
$M’s
Carrying
amount
$M’s
Term Loans
8.10%
2026
25.0
25.0
30.0
30.0
Capex facility/bank overdraft
8.10%
2026
-
-
1.4
1.4
Revolving credit facility
8.10%
2026
12.3
12.3
39.7
39.7
Capitalised borrowing costs
-
(0.7)
-
(0.5)
37.3
36.6
71.1
70.6
The above nominal interest rate represents the weighted average rate of the entire facility.
EROAD FINANCIAL STATEMENTS 2024
PAGE 78
PAGE 79
On 29 September 2023, the Group amended its syndicated debt facility with the Bank of New Zealand (BNZ) and the
Australia and New Zealand Banking Group (ANZ) and added Kiwibank Limited (Kiwibank). The effective date of the
amendment is 4 October 2023.
At 31 March 2024, EROAD had the following facilities in place:
$25.0M (NZD) Term Loan Facility A – to refinance debt from the prior facility. The Term Loan has a term of 36 months
with the maturity date in October 2026. The interest rate is variable with reference to a base rate (BKBM bid rate) for the
selected interest period plus a margin of 3.75%. EROAD may select an interest period of 1,2,3 or 6 months. On 31 December
2024, total facility commitments will reduce $1.25m on a quarterly basis until the maturity of the facility. Accordingly, $2.5M
of debt has been classified as current. The full outstanding balance is payable on the termination date.
$50.0M (NZD) Revolving Credit Facility B – to refinanace debt from the prior facility and for general corporate purposes.
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 interest rate is variable with reference to the base rate (BKBM bid rate for NZ Dollar drawings, BBSY bid rate
for AU Dollar drawings, and US Federal Open Market Committee short-term interest rate target for US Dollar drawings) for
the selected interest period plus a margin of 2.25% where the company‘s net leverage ratio is below 1.0x and 2.45% where
the company‘s net leverage ratio is above 1.0x . EROAD may select an interest period of 1,2,3 or 6 months. In addition,
a Commitment Fee of 2.25% per annum is payable where the company‘s net leverage ratio is below 1.0x, and 2.45% per
annum is payable where the company‘s net leverage ratio is above 1.0x, is payable on the committed balance of the facility
quarterly in arrears. On 31 December 2024, total facility commitments will reduce $1.25m on a quarterly basis 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 with the interest rate to be agreed between the lender and borrower at the time of borrowing plus a margin
of 2.25%. In addition, a Commitment Fee of 2.25% per annum is payable on the committed balance of the facility quarterly
in arrears. The full outstanding balance is payable on the termination date.
EROAD’s operating covenants to support the above facilities include Interest Cover Ratio, Leverage Ratio and Obligor
Assets to Group Assets. EROAD was compliant with covenants during the period and at 31 March 2024.
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 13 BORROWINGS (CONTINUED)
NOTE 14 FINANCE INCOME AND FINANCE EXPENSES
2024
2023
$M’s
$M’s
Finance expenses
Interest expense
(6.7)
(4.6)
Interest expense - lease liabilities
(0.2)
(0.3)
Interest expense - contract liabilities
(1.1)
(0.9)
Unwinding of interest for contingent consideration
-
(0.8)
Foreign exchange losses
(0.5)
(0.5)
Total finance expenses
(8.5)
(7.1)
Finance income
Interest income
(0.7)
(0.3)
NOTE 15 EQUITY
Paid up capital
All issued shares are fully paid up and have equal voting rights and share equally in dividends and surplus on winding up.
Number of
ordinary shares
Issue price
$
Issued Capital
$
1 APRIL 2023
112,628,412
305.7
Shares issued to employees
700,982
1.55
1.0
Shares issued in September 2023 equity placement
41,742,072
0.70
29.2
Shares issued in October 2023 equity placement
29,749,556
0.70
20.8
Costs of raising capital
-
-
(3.2)
31 MARCH 2024
184,821,022
353.5
At 31 March 2024 there was 184,821,022 authorised and issued ordinary shares (31 March 2023: 112,628,412). 386,166 (31
March 2023: 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/profit per share at 31 March 2024 was based on the loss attributable to
ordinary shareholders of $0.3M (2023: loss of $3.0M). The weighted number of ordinary shares on 31 March 2024 was
149,705,877 (2023: 110,798,841) for basic earnings per share and 150,215,917 for diluted earnings per share
(2023: 111,108,924).
EROAD FINANCIAL STATEMENTS 2024
PAGE 80
PAGE 81
Share capital premium/discount
This account is for the difference between the issued share price and the trading share price (or fair value share price) on
date of issue and includes contingent consideration portion classified as equity related to the acquisition of Coretex.
2024
2023
$M’s
$M’s
Opening balance
19.9
6.5
Contingent Shares issued
-
9.7
Contingent shares forfeited
-
3.7
19.9
19.9
Other components of equity include:
• Translation reserve - comprises foreign currency translation differences arising from the translation of financial
statements of the Group’s foreign subsidiaries into New Zealand dollars.
• Hedging reserve - the hedging reserve is used to record gains or losses on instruments used as cash flow hedges. The
amounts are recognised in profit and loss when the hedged transaction affects profit and loss.
• Retained earnings - includes all current and prior period retained profits and losses and share-based employee
remuneration.
NOTE 16 SHARE-BASED PAYMENTS
At 31 March 2024, the Group had the following share-based payment arrangements.
FY20 Long Term Incentive Grant
Under the FY20 long term Incentive (LTI) Grant, 56,949 performance share rights (PSRs) remain outstanding as at 31 March
2024. PSRs were issued (for nil consideration) to participants which convert to shares (for nil consideration) if targets
are met. PSRs do not entitle the holder to receive dividends or other distributions, or vote in respect of EROAD Limited
ordinary shares, although under the terms of the plan an additional number of shares will be issued on conversion of fully
vested PSRs to reflect dividends paid to EROAD Limited shares prior to exercise. On becoming exercisable, each PSR
entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules
and the performance hurdles, ranking equally with all other EROAD Limited ordinary shares. For the FY20 LTI plan, the
award is linked to growth in EROAD’s total contracted units (TCUs) between 1 April 2019 and 31 March 2022. Participants
bear the tax liability of the LTI plan. The Board retains discretion over the final outcome of PSR payments, to allow
appropriate adjustments where unanticipated circumstances may impact performance over the measurement period.
FY22 Share Retention Grant
Under the FY22 Share Retention Grant, 145,671 performance share rights (PSRs) were issued (for nil consideration) to
participants which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive
dividends or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR
entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules
and the performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
For the FY22 LTI plan, the award is linked to the participant completing remaining employed for two years following the
completion date. This scheme had a vesting date of 30 November 2023 and ultimately vested on 07 December 2023.
84,693 PSRs vested with the remaining balance having lapsed due to performance criteria not being met or surrendered to
meet tax obligations.
FY23 Long Term Incentive Grant #1
Under the FY23 Long Term Incentive (LTI) Grant #1, 467,651 performance share rights (PSRs) were issued (for nil
consideration) to participants which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the
holder to receive dividends or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming
exercisable, each PSR entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in
accordance with the plan rules and the performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY23 LTI Plan had a vesting date of 31 March 2023 and ultimately vested on 06 April 2023. 290,672 PSRs vested with
the remaining balance having lapsed due to performance criteria not being met or surrendered to meet tax obligations.
NOTE 15 EQUITY (CONTINUED)
NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)
FY23 Share Retention Grant #1
Under the FY23 Share Retention Grant #1, 403,691 performance share rights (PSRs) were issued (for nil consideration)
to participants which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive
dividends or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR
entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules
and the performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
For the FY23 Share Retention Grant #1, the award is linked to the participant remaining employed by Eroad on the vesting
date of 30 May 2024.
FY23 Share Retention Grant #2
Under the FY23 Share Retention Grant #2, 70,000 performance share rights (PSRs) were issued (for nil consideration)
to participants which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive
dividends or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR
entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules
and the performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
For the FY23 Share Retention Grant #2, the award is linked to the participants remaining employed by Eroad on the vesting
date of 30 September 2023. The grant ultimately vested on 22 November 2023. 43,372 PSRs vested with the remaining
balance having lapsed due to performance criteria not being met or surrendered to meet tax obligations.
FY24 Share Retention Grant #1
Under the FY24 Share Retention Grant, 661,386 performance share rights (PSRs) were issued (for nil consideration) to
a participant which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive
dividends or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR
entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules
and the performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY24 Share Retention Grant #1 had three vesting dates aligned to performance hurdles. The first two of these hurdles
have been met with 281,975 PSRs vesting and 156,964 surrendered to meet tax obligations. One further hurdle will vest
(subject to performance hurdles being met) after 30 Septermber 2024.
FY24 Long Term Incentive Grant #1
Under the FY24 Long Term Incentive (LTI) Grant #1, entitlements equating to $3.5m have been offered to participants
subject to performance hurdles being met. Participants may be paid in cash or shares. Under the FY24 grant, life to date
we have issued 1,493,098 performance share rights (PSRs) for nil consideration. PSRs do not entitle the holder to receive
dividends or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR
entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules
and the performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY24 LTI Grant vests after determining financial results for 31 March 2026.
FY24 Long Term Incentive Grant #2
Under the FY24 Long Term Incentive Grant #2, 278,437 performance share rights (PSRs) were issued (for nil consideration)
to a participant which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive
dividends or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR
entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules
and the performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY24 LTI Grant vests after determining financial results for 31 March 2024.
EROAD FINANCIAL STATEMENTS 2024
PAGE 82
PAGE 83
Grant date/employees entitled
Shares granted
Vesting conditions
OCT 21
JUL 22
OCT 22
DEC 22
JUL 23
Shares granted to key management personnel
FY23 Performance Share Rights
-
52,119
89,983
-
-
• 1 year service from grant date
FY24 Performance Share Rights
-
-
-
-
878,153
• 3 years service from grant date and based on performance and financial results for all 3 years to 31 March 2026
FY24 Performance Share Rights
-
-
-
-
278,437
• Based on financial results for 31 March 2024
FY24 Performance Share Rights
-
-
-
-
661,386
• 1.25 years service from grant date and based on individual performance
Performance Shares Rights granted to
other employees
FY22 Performance Share Rights
145,671
-
-
-
-
• The award is linked to remaining employed for 2 years following the completion date
FY23 Performance Share Rights
-
326,549
-
-
-
• 1 year service from grant date
FY23 Performance Share Rights
-
-
70,000
-
-
• The award is linked to the participant remaining employed by Eroad on the vesting date of 30 September 2023
FY23 Performance Share Rights
-
-
-
403,691
-
• Participants bear the tax liability of the PSR plan. The Board retains discretion over the final outcome of PSR
payments, to allow appropriate adjustments where unanticipated circumstances may impact performance over
the measurement period.
• The award is linked to the participant remaining employed by Eroad on the vesting date of 30 May 2024
FY24 Performance Share Rights
-
-
-
-
614,945
• 3 years service from grant date and based on performance and financial results for all 3 years to 31 March 2026
145,671
378,668
159,983
403,691
2,432,921
The number of shares granted and forfeited during the period were as follows:
NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 84
PAGE 85
EROAD Performance Share Rights granted October 19
2024
2023
Outstanding at 1 April
56,949
673,488
Granted during the period
-
-
Forfeited during the period
-
(215,414)
Vested during the period
-
(401,125)
Outstanding at 31 March
56,949
56,949
EROAD Performance Share Rights granted October 21
2024
2023
Outstanding at 1 April
127,338
145,671
Forfeited during the period
-
(18,333)
Surrendered during the period
(42,375)
-
Vested during the period
(84,963)
-
Outstanding at 31 March
-
127,338
EROAD Performance Share Rights - granted June 22
2024
2023
Outstanding at 1 April
290,672
-
Granted during the period
-
467,651
Forfeited during the period
-
(176,979)
Surrendered during the period
-
-
Vested during the period
(290,672)
-
Outstanding at 31 March
-
290,672
EROAD Performance Share Rights - granted October 22
2024
2023
Outstanding at 1 April
59,500
-
Granted during the period
-
70,000
Forfeited during the period
(3,500)
(10,500)
Surrendered during the period
(12,628)
-
Vested during the period
(43,372)
-
Outstanding at 31 March
-
59,500
EROAD Performance Share Rights - granted December 22
2024
2023
NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)
Outstanding at 1 April
403,691
-
Granted during the period
-
403,691
Forfeited during the period
(79,919)
-
Surrendered during the period
-
-
Vested during the period
-
-
Outstanding at 31 March
323,772
403,691
EROAD Performance Share Rights - granted July 23
2024
2023
Outstanding at 1 April
-
-
Granted during the period
1,493,098
-
Forfeited during the period
(135,105)
-
Surrendered during the period
-
-
Vested during the period
-
-
Outstanding at 31 March
1,357,993
-
EROAD Performance Share Rights - granted July 23
2024
2023
Outstanding at 1 April
-
-
Granted during the period
278,437
-
Forfeited during the period
-
-
Surrendered during the period
-
-
Vested during the period
-
-
Outstanding at 31 March
278,437
-
EROAD Performance Share Rights - granted July 23
2024
2023
Outstanding at 1 April
-
-
Granted during the period
661,386
-
Forfeited during the period
-
-
Surrendered during the period
(156,964)
-
Vested during the period
(281,975)
-
Outstanding at 31 March
222,447
-
During the year-ended 31 March 2024 an amount of $4.1M (2023: $0.1M) was recognised as an expense within the
statement of comprehensive income in relation to share-based payments for all share plans.
As at 31 March 2024, an amount of $4.6M (2023: $1.0M) is included in share based reserves in equity.
NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 86
PAGE 87
FINANCIAL RISK MANAGEMENT
This section outlines the key risk management activities undertaken to manage the Group’s exposure to
financial risk. This section includes the following notes:
NOTE 17 FINANCIAL RISK MANAGEMENT
NOTE 18 HEDGE ACCOUNTING
NOTE 19 FAIR VALUE MEASUREMENT
NOTE 17 FINANCIAL RISK MANAGEMENT
As a result of the Group’s operations and sources of finance, it is exposed to credit risk, liquidity risk and market risks which
include foreign currency risk, commodity price risk and interest rate risk. These risks are described below. The principles
under which these risks are managed are set out in policy documents approved by the Board. The policy documents
identify the risks and set out the Group’s objectives, policies and processes to measure, manage and report the risks. The
policies are reviewed periodically to reflect changes in financial markets and the Group’s businesses.
Categories of financial instruments
Financial assets
All financial assets of the Group are classified at amortised cost except for hedging instruments that are recognised at fair value.
Financial liabilities
All financial liabilities of the Group are classified at amortised cost except for hedging instruments that are recognised at fair value.
The Group holds the following financial assets and liabilities, the table below shows their carrying amount and measurement basis.
2024
2023
Amortised
cost
Other
amortised
cost
FVTPL
Fair Value
hedging
instruments
Amortised
cost
Other
amortised
cost
FVTPL
Fair Value
hedging
instruments
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
Financial assets
Cash and cash
equivalents
14.5
-
-
-
8.1
-
-
-
Restricted bank
account
17.8
-
-
-
11.6
-
-
-
Trade receivables
25.3
-
-
-
22.5
-
-
-
Derivative financial
assets
-
-
-
-
-
-
-
0.2
57.6
-
-
-
42.2
-
-
0.2
Financial liabilities
Borrowings
-
36.6
-
-
-
70.6
-
-
Employee
Entitlements
-
4.1
-
-
-
3.7
-
-
Lease liabilities
-
6.3
-
-
-
7.5
-
-
Trade and other
payables
-
30.3
-
-
-
23.0
-
-
Payables to transport
agencies
-
17.8
-
-
-
11.9
-
-
Derivative financial
liability
-
-
-
0.4
-
-
-
-
-
95.1
-
0.4
-
116.7
-
-
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and it arises principally from the Group’s trade receivables from customers in the normal course of
business and bank balances. The Group manages its exposure to credit risk.
The Group‘s cash balances is held with a number of banks with the level of exposure to credit risk considered minimal with
low levels of cash held. Trade receivables balances are monitored on an ongoing basis. The Group‘s exposure to credit
risk for trade receivables is influenced mainly by the individual characteristics of each customer. The creditworthiness
of a customer or counterparty is determined by a number of qualitative and quantitative factors. Qualitative factors
include external credit ratings (where available), payment history and strategic importance of customer or counterparty.
Quantitative factors include transaction size, net assets of customer or counterparty, and ratio analysis on liquidity, cash
flow and profitability. It is the Group’s policy that all customers who wish to trade on terms are subject to credit verification
on an ongoing basis with the intention of minimising bad debts. The nature of the Group’s trade receivables is represented
by regular turnover of product and billing of customers based on the Group’s contractual payment terms. In North America,
the Group requires that customers under a certain fleet size to purchase the hardware with an upfront payment regardless
of credit verification.
The carrying amount of the Group’s financial assets represents the maximum credit exposure as summarised below.
The aging of the Group’s Trade receivables at the reporting date was as follows:
Gross
Allowance for
doubtful debts
Gross
Allowance for
doubtful debts
2024
2024
2023
2023
$M’s
$M’s
$M’s
$M’s
Not past due
8.4
0.4
7.5
0.2
Past due 1-30 days
6.3
0.4
6.3
0.3
Past due 31-60 days
2.7
0.2
2.2
0.1
Past due over 61 days
7.9
3.6
6.5
2.9
25.3
4.6
22.5
3.5
b) Market risk
Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates and interest rates,
will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in
market interest rates.
Changes in interest rates expose the Group to changes in the fair value of borrowings subject to fixed interest rates (fair
value risk), and changes in future interest payments on borrowings subject to floating interest rates (cash flow risk).
The Group is exposed to movements in interest rates on its interest-bearing borrowings.
The Group enters into interest rate swap agreements in order to provide an effective cash flow hedge against the variability
in floating interest rates. See note 18 for details of interest rate swap agreements.
To comply with the Group’s risk management policy, the hedge ratio is based on the interest rate swap notional amount to
hedge the same notional amount of bank loans. This results in a hedge ratio of 1:1. This is the same as used for actual risk
management purposes, and such a ratio is appropriate for the purposes of hedge accounting as it does not result in an
imbalance that would create hedge ineffectiveness.
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 88
PAGE 89
In these hedge relationships the main sources of ineffectiveness are:
• a significant change in the credit risk of either party to the hedging relationship;
• where the hedge instrument has been transacted on a date different to the rate set date of the bank loan, interest rates
could differ; and
• differences in repricing dates between the swaps and the borrowings.
Other than these sources, due to the alignment of the hedged risk in the hedged item and hedged instrument, hedge
ineffectiveness is not expected to arise.
Foreign exchange risk
Foreign exchange risk is the risk that the value of the Group‘s assets, liabilities and financial performance will fluctuate due
to changes in foreign currency rates. The Group is exposed to currency risk on sales transactions that are denominated in
a currency other than the respective functional currencies of Group entities, primarily the US Dollar (USD) and Australian
Dollar (AUD). The Group is also exposed to currency risk on expense transactions that are denominated in a currency other
than the respective functional currencies of Group entities, primarily the US Dollar (USD), Australian Dollar and Euro (EUR).
The Group, may on occasion, enter into forward exchange contracts and foreign currency options to hedge the exposure to
foreign currency fluctuations on sales receipts and inventory purchases.
The Group reports in New Zealand dollars. Movements in foreign currency exchange rates affect reported financial
results, financial position and cash flows. Where practical, the Group attempts to reduce this risk by matching revenues
and expenditures, as well as assets and liabilities, by country and by currency. The Group at times will enter into forward
exchange contracts and foreign currency options to manage foreign exchange risk on the forecasted foreign currency
transactions (namely being the forecasted profits of the foreign currency subsisdiaries). Refer to note 18 for details on
foreign currency option agreements.
Foreign exchange rates applied against the New Zealand Dollar, at 31 March are as follows:
2024
2023
$M’s
$M’s
AUD 1
0.92
0.94
USD 1
0.60
0.63
The Group’s exposure to foreign currency risk at the reporting date was as follows (all amounts are denominated in New
Zealand dollars):
2024
2023
AUD
USD
AUD
USD
$M’s
$M’s
$M’s
$M’s
Cash and cash equivalents
0.8
3.1
1.1
2.7
Trade receivables
3.3
11.3
3.1
10.6
Lease liabilities
0.1
3.0
0.2
3.2
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)
Summarised sensitivity analysis
The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate and
foreign currency risk:
Foreign Currency Risk
Interest Risk
-10%
+10%
-10BPS
+10BPS
Profit
Equity
Profit
Equity
Profit
Equity
Profit
Equity
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
2024
Cash and cash equivalents
(0.3)
(0.3)
0.3
0.3
(0.1)
(0.1)
0.1
0.1
Trade receivables
(1.0)
(1.0)
1.0
1.0
-
-
-
-
Lease liabilities
(0.2)
(0.2)
0.2
0.2
0.1
0.1
(0.1)
(0.1)
Interest rate swap
-
-
-
-
-
(0.2)
-
0.2
Total increase/ (decrease)
(1.5)
(1.5)
1.5
1.5
-
(0.2)
-
0.2
-10%
+10%
-10BPS
+10BPS
Profit
Equity
Profit
Equity
Profit
Equity
Profit
Equity
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
$M’s
2023
Cash and cash equivalents
(0.3)
(0.3)
0.3
0.3
(0.1)
(0.1)
0.1
0.1
Trade receivables
(1.0)
(1.0)
1.0
1.0
-
-
-
-
Lease liabilities
(0.2)
(0.2)
0.2
0.2
0.1
0.1
(0.1)
(0.1)
Total increase/ (decrease)
(1.5)
(1.5)
1.5
1.5
-
-
-
-
(c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they become due and
payable. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when they become due and payable, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation.
The Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days,
including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot
reasonably be predicted, such as natural disasters.
The following table details the Group‘s contractual maturities of financial liabilities, including estimated interest payments
and excluding the impact of netting agreements, as at the reporting date. Refer to Note 13 for the maturity profile of the
Group‘s borrowings. Also refer to note 12 for the maturity profile of Group‘s Leases.
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 90
PAGE 91
1 year
or less
1 to 5
years
Over
5 years
Total
contractual
cash flows
Carrying
amount of
liabilities
Notes
$M's
$M’s
$M’s
$M’s
$M’s
2024
Non-derivative financial liabilities
Borrowings
13
2.5
34.8
-
37.3
36.6
Employee Entitlements
4.1
-
-
4.1
4.1
Trade and other payables
9
29.1
-
-
29.1
29.1
Payable to transport agencies
7
17.8
-
-
17.8
17.8
53.5
34.8
-
88.3
87.6
Derivative financial liabilities
Foreign currency options
0.3
0.1
-
0.4
0.4
Total financial liabilities and
derivatives
0.3
0.1
-
0.4
0.4
1 year
or less
1 to 5
years
Over
5 years
Total
contractual
cash flows
Carrying
amount of
liabilities
Notes
$M's
$M’s
$M’s
$M’s
$M’s
2023
Non-derivative financial liabilities
Borrowings
13
1.4
69.7
-
71.1
70.6
Employee Entitlements
3.7
-
-
3.7
3.7
Trade and other payables
9
20.4
-
-
20.4
20.4
Payable to transport agencies
7
11.9
-
-
11.9
11.9
37.4
69.7
-
107.1
106.6
Derivative financial liabilities
Interest rate swaps
-
-
-
-
-
Total financial liabilities and
derivatives
-
-
-
-
-
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)
NOTE 18 HEDGE ACCOUNTING
Derivatives are measured at fair value.
Interest rate swaps
The Group uses interest rate swaps to manage its risk associated with interest rate fluctuations. Interest rate swaps are
initially recognised at fair value on the date a contract is entered into and are subsequently measured at fair value on each
reporting date. The fair values of the interest rate swaps are determined based on cash flows discounted to present value
using current market interest rates.
Cash flow hedges
The Group has entered into interest rate swaps to manage its interest rate risk in relation to its floating rate debt. These
interest rate swaps qualify for cash flow hedge accounting. When interest rate swaps meet the criteria for cash flow hedge
accounting, the effective portion of the gain or loss on the hedging instrument is recognised in other comprehensive
income, while the ineffective portion is recognised in the income statement. Amounts taken to reserves are recognised as a
reclassification adjustment to profit or loss when the forecast transaction occurs. When interest rate swaps do not meet the
criteria for cash flow hedge accounting, all movements in fair value of the hedging instrument are recognised in the income
statement.
Under the interest rate swap agreements that qualify for cash flow hedge accounting, the Group has a right to receive
interest at variable rates and to pay interest at fixed rates for its New Zealand dollar denominated loans.
At 31 March 2024, the Group had interest rate swap agreements in place with a total notional principal amount of $10.0M
(31 March 2023 there were no interest rate swaps in place). The Group applies a hedge ratio of 1:1. These agreements
effectively change the Group’s interest exposure on the principal covered by the interest rate swaps from a floating rate to
fixed rates.
The fair value of these agreements at 31 March 2024 is a $0.4M net liability, comprised of $0.5M of swap liabilities and $0.1M
of swap assets (31 March 2023: $0.2M net asset, comprised of $0.3M of swap liabilities and $0.5M of swap assets). Of this, a
liability of $0.3M is current (31 March 2023: $0.3M). The agreements cover notional amounts for terms of up to 1 year.
The notional principal amounts and the period of expiry of the cash flow hedge interest rate swap contracts are as follows:
Nominal
amount of
the hedging
instrument
Carrying amount
- derivative
assets/
(liabilities)
Change in
value used for
calculating hedge
ineffectiveness
Hedging (gain) or
loss recognised
in other
comprehensive
income
Hedging
(gain) or loss
recognised
in income
statement
$M's
$M’s
$M’s
$M’s
$M’s
2024
Cash flow hedging
Maturity: 12 months
10.0
-
-
-
-
There was no hedge ineffectiveness recognised in profit or loss during the year (31 March 2023: nil).
Foreign currency options
The Group uses forward exchange contracts and foreign currency options to manage its risk associated with exchange
rate fluctuations. These are initially recognised at fair value on the date a contract is entered into and are subsequently
measured at fair value on each reporting date. The fair values of the forward exchange contracts and foreign currency
options is determined using quoted forward exchange rates at the reporting date and present value calculations.
Cash flow hedges
The Group has entered into foreign currency collar options to manage its foreign currency risk in relation to its overseas
subsidiaries profits. These foreign currency collar options qualify for cash flow hedge accounting. When foreign currency
collar options meet the criteria for cash flow hedge accounting, the effective portion of the gain or loss on the hedging
instrument is recognised in other comprehensive income, while the ineffective portion is recognised in the income
statement. Amounts taken to reserves are transferred out of reserves and included in the measurement of the hedged
transaction when the forecast transaction occurs. When foreign currency collar options do not meet the criteria for cash
flow hedge accounting, all movements in fair value of the hedging instrument are recognised in the income statement.
EROAD FINANCIAL STATEMENTS 2024
PAGE 92
PAGE 93
Under the foreign currency collar option agreements that qualify for cash flow hedge accounting, the Group has a right to
buy at a cap and sell at a floor on the same notional amount of USD with the same expiration date.
At 31 March 2024, the Group had foreign currency collar option agreements in place with a total notional principal amount
of $10.6M USD (31 March 2023: $9.8M USD. The Group applies a hedge ratio of 1:1. These foreign currency collar options
limit the Group‘s exposure to foreign currency exposure within a certain range.
The fair value of these agreements at 31 March 2024 is a $0.4M net liability, comprised of $0.5M of swap liabilities and $0.1M
of swap assets (31 March 2023: $0.2M net asset, comprised of $0.3M of swap liabilities and $0.5M of swap assets). Of this, a
liability of $0.3M is current (31 March 2023: $0.3M). The agreements cover notional amounts for terms of up to 1 year.
The notional principal amounts and the period of expiry of the cash flow hedge foreign currency collar option contracts are
as follows:
Maturity
(months)
Weighted
average rate
Nominal amount
of the hedging
instrument
Derivative
assets
Derivative
liabilities
$M’s USD
$M’s
$M’s
2024 Cash flow hedging
NZD:USD foreign currency collar options
1-22
0.6161
10.6
-
(0.4)
Maturity
(months)
Weighted
average rate
Nominal amount
of the hedging
instrument
Derivative
assets
Derivative
liabilities
$M’s USD
$M’s
$M’s
2023 Cash flow hedging
NZD:USD foreign currency collar options
1-12
0.6124
9.8
0.2
-
There was no hedge ineffectiveness recognised in profit or loss during the year (31 March 2023: nil).
NOTE 19 FAIR VALUE MEASUREMENT
The carrying amounts of the Groups financial assets and liabilities approximate their fair value due to their short maturity
periods or variable rate nature, with the exception of interest rate and foreign exchange derivatives. All of the Group‘s
derivatives are in designated hedge relationships and are measured and recognised at fair value. Refer to the Note 18
Hedge accounting for detail on how fair value is determined for the Group‘s derivatives.
The fair value hierarchy described below is used to provide an indication of the level of estimation or judgement required in
determining fair value.
Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) other
than quoted prices included within level 1.
Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
NOTE 18 HEDGE ACCOUNTING (CONTINUED)
Financial assets
Carrying amount
Fair value
$M’s
$M’s
31 MARCH 2024
Foreign currency options - cash flow hedge
Level 2
-
-
-
-
Carrying amount
Fair value
$M’s
$M’s
31 MARCH 2023
Foreign currency options - cash flow hedge
Level 2
0.2
0.2
0.2
0.2
Financial liabilities
Carrying amount
Fair value
$M’s
$M’s
31 MARCH 2024
Interest rate swaps and foreign currency options - cash flow hedge
Level 2
(0.4)
(0.4)
(0.4)
(0.4)
Carrying amount
Fair value
$M’s
$M’s
31 MARCH 2023
Interest rate swaps - cash flow hedge
Level 2
-
-
-
-
Capital management
The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The Board monitors the return on capital employed, which the Group defines
as reported EBIT (Earnings Before Interest and Tax) divided by capital employed.
NOTE 19 FAIR VALUE MEASUREMENT (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 94
PAGE 95
OTHER
This section contains additional notes and disclosures that aid in understanding the Group’s position and
performance but do not form part of the primary sections. This section includes the following notes:
NOTE 20 INCOME TAX EXPENSE
NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES
NOTE 22 RELATED PARTY TRANSACTIONS
NOTE 23 CAPITAL COMMITMENTS
NOTE 24 CONTINGENT LIABILITIES
NOTE 25 NET TANGIBLE ASSETS PER SHARE
NOTE 26 EVENTS SUBSEQUENT TO BALANCE DATE
NOTE 20 INCOME TAX EXPENSE
2024
2023
$M’s
$M’s
(a) Reconciliation of effective tax rate
Loss before income tax
(7.0)
(5.1)
Income tax using the Company's domestic tax rate of 28%
(2.0)
(1.4)
Non-deductible expense/(non-assessable income)
(0.2)
(2.5)
Adjustment related to prior period
(3.9)
(0.9)
Utilisation of tax losses previously unrecognised
(0.8)
(0.2)
Current-year losses for which no deferred tax asset is recognised
0.2
1.8
Effect of different tax rates of subsidiaries operating overseas
-
(0.1)
Change in tax rates
-
1.2
Income tax benefit
(6.7)
(2.1)
(b) Current tax expense
Current year
0.9
1.8
0.9
1.8
(b) Deferred tax expense
Current year
(3.7)
(4.2)
Adjustments in respect of prior periods
(3.9)
(0.3)
(7.6)
(3.9)
Income tax benefit
(6.7)
(2.1)
At 31 March 2024 there were no imputation credits available to shareholders (2023: Nil)
NOTE 20 INCOME TAX EXPENSE (CONTINUED)
Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to
the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. Current tax
payable also includes any tax liability arising from the declaration of dividends.
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.
NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES
2024
2023
$M’s
$M’s
Recognised deferred tax assets/(liabilities)
Deferred tax assets are attributable to the following:
Tax loss carry forward
23.3
18.4
Property, plant and equipment
(5.9)
(5.5)
Intangibles
(24.6)
(26.6)
Provisions, accruals and other liabilities
2.2
1.3
Equity-settled share-based payments
1.3
0.2
Trade and other receivables including contract assets
8.4
7.4
Lease liability
1.6
2.1
Total deferred tax (liability)/asset
6.3
(2.7)
The movement in temporary differences has been recognised in profit or loss. Deferred tax assets have been recognised at
rates between 26% to 30% to reflect the tax rates applicable for our foreign subsidiaries.
EROAD FINANCIAL STATEMENTS 2024
PAGE 97
PAGE 96
Movement in temporary differences during the year:
Movements - Consolidated
Balance
2023
Recognised in
Profit or Loss
Under/(Over)
from prior
periods
Currency
Translations
Effective tax
rate change
Balance
2024
$M's
$M's
$M's
$M’s
$M’s
$M's
Tax loss carry forward
18.4
2.5
2.4
-
-
23.3
Property, plant and equipment
(5.5)
1.4
(1.6)
(0.2)
-
(5.9)
Intangibles
(26.6)
(1.2)
1.8
1.4
-
(24.6)
Provision, accruals and other
liabilities
1.3
(0.4)
1.3
-
-
2.2
Equity-settled share-based
payments
0.2
1.0
-
0.1
-
1.3
Trade and other receivables
including contracts assets
7.4
0.9
0.1
-
-
8.4
Lease liability
2.1
(0.5)
(0.1)
0.1
-
1.6
Total
(2.7)
3.7
3.9
1.4
-
6.3
Movements - Consolidated
Balance
2022
Recognised in
Profit or Loss
Under/(Over)
from prior
periods
Acquired
in Business
combinations
Currency
Translations
Balance
2023
$M's
$M's
$M's
$M’s
$M’s
$M's
Tax loss carry forward
13.0
3.1
2.3
-
-
18.4
Property, plant and equipment
(3.9)
(0.9)
(0.3)
(0.1)
(0.3)
(5.5)
Intangibles
(23.9)
2.3
(2.2)
(1.4)
(1.4)
(26.6)
Provision, accruals and other
liabilities
1.7
(1.0)
0.5
-
0.1
1.3
Equity-settled share-based
payments
0.7
(0.3)
(0.2)
-
-
0.2
Trade and other receivables
including contracts assets
5.5
0.6
0.8
0.2
0.3
7.4
Lease liability
1.6
0.4
-
-
0.1
2.1
Total
(5.3)
4.2
0.9
(1.3)
(1.2)
(2.7)
The New Zealand EROAD tax group consists of EROAD Limited, EROAD New Zealand Limited and EROAD Financial Services
Limited. Losses incurred within this group are transferred within the group with no compensation being recognised. Deferred
tax assets have been recognised in respect of these items as based on the expected profitability of the New Zealand Tax
Group as it is considered that future taxable profit will be available for utilisation against the carried forward losses. Coretex
New Zealand Limited are currently not part of the tax group however it will be considered for inclusion in the New Zealand tax
group in the future.
Determining the extent to which losses will be utilised requires judgement. The Group has forecast expected utilisation of
tax losses taking into account Group‘s tax planning strategy. Key assumptions included total contracted units, revenue and
expense forecasts in line with Group budget and three-year forecast supported by a robust strategic and business planning
process.
NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
The results of the forecasting indicate that there will be sufficient profitability within the New Zealand tax group and Coretex
New Zealand to utilise the existing tax losses taking into account the Group‘s tax planning strategies. Losses incurred in recent
years have been the result of a large investment creating the North American market. The Group expect to be able to report
significant improvements in profitability over the next three years as the business reaches a sufficiently large subscriber base
to self-fund operating and corporate costs. Due to the cumulative subscription nature of our business model as well as certain
operating expenses that do not scale at the same rate of unit and revenue growth, the business is expected to be able to
achieve its forecast growth in profitability.
As at 31 March 2024 the Group has tax losses of $82.9M (2023: $90.2M) that are available indefinitely for offsetting against
future taxable profits of the entity in which they arose, subject to meeting the relevant tax rules. $8.6M (2023:$25.5M) of tax
losses are unrecognised due to lack of certainty of recovery.
NOTE 22 RELATED PARTY TRANSACTIONS
The subsidiaries of the Company are:
Company
Country of Incorporation Principal activity
Ownership interest
2024
2023
EROAD Financial Services Ltd
New Zealand
Financing activities within
group
100%
100%
EROAD LTI Trustee Limited
New Zealand
LTI Scheme Trustee
100%
100%
EROAD (Australia) Pty Limited
Australia
Transport Technology & SaaS
100%
100%
EROAD Inc
United States of America
Transport Technology & SaaS
100%
100%
Coretex NZ Limited
New Zealand
Transport Technology & SaaS
100%
100%
Coretex Australia Pty Limited
Australia
Transport Technology & SaaS
100%
100%
Coretex USA Inc
United States of America
Transport Technology & SaaS
100%
100%
Coretex Telematics Limited
Canada
Transport Technology & SaaS
100%
100%
Coretex Limited
New Zealand
Transport Technology & SaaS
100%
100%
Imarda Pty Limited
Australia
Not Trading
100%
100%
Imarda Asia Pte Limited
Singapore
Not Trading
100%
100%
Coretex Telematics Limited
British Columbia
Not Trading
100%
100%
International Telematics Corporation
United States of America
Not Trading
100%
100%
International Telematics Holdings Limited
New Zealand
Not Trading
100%
100%
Other interests of the Company are:
Company
Country of Incorporation Principal activity
Ownership interest
2024
2023
Beyond The Square Ventures Limited
New Zealand
Not Trading
50%
50%
NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
EROAD FINANCIAL STATEMENTS 2024
PAGE 99
Key management personnel compensation comprised:
2024
2023
$M’s
$M’s
Short-term employee benefits
1.6
2.3
Share-based payments
0.1
0.8
1.7
3.1
(a) Loans to key management personnel
There have been no loans to management personnel.
(b) Other transactions with key management personnel
There were no other transactions with key management personnel during the period. From time to time, key management
personnel of the Group may purchase goods from the Group.
(c) Remuneration of Non-executive Directors
2024
2023
$M’s
$M’s
Susan Paterson (Chair)
0.14
0.11
Barry Einsig
0.18
0.16
Sara Gifford
0.17
0.15
Selwyn Pellett
0.09
0.10
David Green (appointed 1 August 2023)
0.06
-
Cameron Kinloch (appointed 28 March 2024)
-
-
Anthony Gibson (retired 28 July 2023)
0.04
0.11
Graham Stuart (retired 31 March 2024)
0.12
0.15
0.80
0.78
No additional fees were paid to any Directors for consultancy work provided to the Company (2023: None paid).
(d) Remuneration of Executive Directors
2024
2023
$M’s
$M’s
Salary and bonus
-
-
Share-based payments
-
-
-
-
No additional fees were paid to an executive director for consultancy work provided to the Company (2023: None paid).
NOTE 22 RELATED PARTY TRANSACTIONS (CONTINUED)
PAGE 98
(e) Transactions with related parties
2024
2023
$M’s
$M’s
Streamline Business NZ Limited
0.7
0.8
Kylie Jay
-
-
Admin Army Limited (related party of Streamline Business NZ Limited)
-
0.1
Swaytech Limited
0.1
0.1
0.8
1.0
EROAD Group contracts with Swaytech Limited for marketing services and Streamline Business NZ Limited and Admin Army
for outsourcing work, the companies have a common director with EROAD.
NOTE 23 CAPITAL COMMITMENTS
As at 31 March 2024 the Group had confirmed purchase orders open with its third party manufacturer of hardware units
amounting to $12.2M (2023: $18.4M).
NOTE 24 CONTINGENT LIABILITIES
As at 31 March 2024 the Company had no contingent liabilities or assets (2023:$Nil).
NOTE 25 NET TANGIBLE ASSETS PER SHARE
2024
2023
$M’s
$M’s
Net assets (equity)
303.0
248.8
Less Intangibles
(244.4)
(242.1)
Total net tangible assets
58.6
6.7
Net tangible assets per share ($)
0.32
0.06
The non-GAAP measure above is disclosed for consistency with the information disclosed in EROAD’s results announced
under the NZX listing rules.
26 EVENTS SUBSEQUENT TO BALANCE DATE
There were no events occurring subsequent to balance date which require adjustment to or disclosure in the
financial statements.
NOTE 22 RELATED PARTY TRANSACTIONS (CONTINUED)
Independent
Auditors Report
PAGE 100
EROAD FINANCIAL STATEMENTS 2024
Independent Auditor’s Report
To the shareholders of EROAD Limited
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the consolidated financial statements
of EROAD Limited (the ’company’) and its
subsidiaries (the 'group') on pages 51 to 99 present
fairly, in all material respects:
i. the Group’s financial position as at 31 March
2024 and its financial performance and cash
flows for the year ended on that date;
in accordance with New Zealand Equivalents to
International Financial Reporting Standards issued
by the New Zealand Accounting Standards Board
and International Financial Reporting Standards
issued by the International Accounting Standards
Board.
We have audited the accompanying consolidated
financial statements which comprise:
— the consolidated statement of financial position
as at 31 March 2024;
— the consolidated statements of comprehensive
income, changes in equity and cash flows for
the year then ended; and
— notes, including material accounting policy
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to tax compliance, tax advisory and other
assurance services. Subject to certain restrictions, partners and employees of our firm may also deal with the
group on normal terms within the ordinary course of trading activities of the business of the group. These matters
have not impaired our independence as auditor of the group. The firm has no other relationship with, or interest
in, the group.
PAGE 101
PAGE 102
PAGE 103
2
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements
as a whole was set at $1.8 million determined with reference to a benchmark of group’s revenue. We chose the
benchmark because, in our view, this is a key measure of the group’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements in the current period. We summarise below those matters and our key audit
procedures to address those matters in order that the shareholders as a body may better understand the process
by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the
purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express
discrete opinions on separate elements of the consolidated financial statements.
The key audit matter
How the matter was addressed in our audit
Revenue recognition
Refer to Note 2 of the consolidated
financial statements.
The Group’s contracts are accounted
for as a service contract and the
associated revenues are recognised
over the contract term.
We focused on this area because the
accounting determination of whether
or not the contract contains a lease
is a significant judgement and the
outcome has a significant impact on
the recognition of profit and loss and
the financial position.
We assessed the judgement in revenue recognition by performing the
following procedures:
— Obtaining Group’s customer contracts and trading terms and
evaluating whether management’s revenue recognition assessment
is appropriate and in accordance with relevant financial reporting
standards;
— Assessing whether the Group’s customer contract terms and
conditions meet the definition of service contracts to be recognised
over time;
— Reviewing any changes or new contractual terms and conditions
entered into with new customers during the period to identify any
potential impact on performance obligations required to satisfy the
contract;
— Testing the operating effectiveness of controls in relation to
customer billings;
— Selecting a sample of customer contracts to compare the revenue
recognised to the contractual terms;
— Checking a sample of customer invoices immediately prior to and
after year end to ensure revenue is recognised in the correct
period; and
— Challenging management’s assumptions used to determine the
recoverability of revenue and associated debtor balances.
We did not identify any matters that indicated that the reported revenue
is materially misstated.
PAGE 102
PAGE 103
EROAD FINANCIAL STATEMENTS 2024
3
The key audit matter
How the matter was addressed in our audit
Capitalisation of Development costs
Refer to Note 11 of the consolidated
financial statements.
The Group has reported
development assets of $106.0 million
(2023: $100.4 million). The
establishment of the development
asset requires significant judgement
as to whether a project meets the
capitalisation criteria, and which
expenditure is directly attributable to
the development of such projects.
In assessing whether a project meets
the capitalisation criteria we consider
its technical and economic feasibility,
intention and ability to develop, use
or sell the asset. Roles of
employees and the nature of
overhead costs are considered in
assessing whether they are directly
attributable to a qualifying project.
Projects that do not continue to meet
the capitalisation criteria are written
off.
We focused on this area due to the
quantum of the development costs
capitalised and judgement involved.
We assessed the judgements related to capitalised expenditure by
performing the following procedures:
— Understanding the nature and background of the activities that are
capitalised through inquiry of key management personnel;
— Selecting a sample of projects ensuring they meet the capitalisation
criteria;
— Challenging whether costs capitalised during the year were directly
attributable to development projects; and
— Selecting a sample of timesheets and recalculating the amount of
internal costs capitalised based on the hours which staff spent
developing the asset.
We did not identify any factors that were materially inconsistent with
management’s overall conclusions.
Impairment of non-current assets
Refer to Note 11 of the consolidated
financial statements.
The non-current assets are allocated
to three cash generating units
(‘CGUs’) representing the three core
markets the Group develops and
markets its products for (New
Zealand, Australia and North
America).
Goodwill has been allocated to each
of these CGUs, and as a result the
carrying value of each CGU must be
tested for impairment annually.
The recoverable amounts of the
CGUs, which have been determined
based on their value in use, have
been derived from discounted
forecast cash flow models. These
We assessed management’s impairment testing of non-current assets
by performing the following procedures:
— Identifying the level at which non-current assets should be tested
for impairment and assessed the appropriateness of the CGUs
determined by the Group;
— Enquiring of the executive management to corroborate an
understanding of the Group’s products, markets and strategic
opportunities;
— Obtaining a value-in-use model for the CGUs and assessing the
methodology, underlying cash flows and key assumptions made
including:
-
Using our corporate finance specialists to challenge the
reasonableness of the weighted average cost of capital and
terminal growth rates;
-
Challenging management’s future cash flow forecasts. This
included comparing previous forecasts to actual results and
other relevant supporting documentation to evidence the
EROAD FINANCIAL STATEMENTS 2024
PAGE 104
PAGE 105
PAGE 104
4
The key audit matter
How the matter was addressed in our audit
models use several key
assumptions, including estimates of
future contracted units and average
rate per unit (‘ARPU’), operating
costs, terminal value growth rates
and the weighted-average cost of
capital (discount rate) relevant to
each market.
The impairment testing of non-
current assets is considered to be a
key audit matter due to the
complexity of the accounting
requirements and the significant
judgement required in determining
the assumptions used to estimate
the recoverability of these assets.
In addition to the above, the carrying
amount of the Group’s net assets as
at 31 March 2024 of $293.6 million
exceeds its market capitalisation of
$151.6 million and is considered an
indicator of impairment.
feasibility of the forecasts and to assess the reliability of
historical forecasting;
— Challenging management’s forecasts by performing sensitivity
analysis of the forecast unit sales growth, ARPU, and discount
rates; and
— Evaluating the estimate of the recoverable amount of the Group as
a whole, including all corporate costs and related corporate assets.
We did not identify any factors that were materially inconsistent with
management’s overall conclusions.
Other information
The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual
Report. Other information includes the Chairman’s and Chief Executive’s report, disclosures relating to corporate
governance and other statutory disclosures. Our opinion on the consolidated financial statements does not cover
any other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise appears materially misstated. If, based
on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters we are required to state to them in the
independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the shareholders as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
PAGE 105
5
Responsibilities of the Directors for the consolidated
financial statements
The Directors, on behalf of the company, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial
Reporting Standards) and International Financial Reporting Standards issued by the New Zealand
Accounting Standards Board;
— implementing necessary internal control to enable the preparation of a consolidated set of financial
statements that is free from material misstatement, whether due to fraud or error; and
— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless they either intend to liquidate or to
cease operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated
financial statements
Our objective is:
— to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error; and
— to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of these consolidated financial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor's report is Aaron Woolsey.
For and on behalf of
KPMG Auckland
23 May 2024
EROAD FINANCIAL STATEMENTS 2024
Governance
Report
PAGE 106
PAGE 107
EROAD GOVERNANCE REPORT 2024
EROAD’s board of directors (“Board”) and management are committed
to responsible governance as we strive to deliver intelligence you can
trust, for a better world tomorrow. We do this by ensuring that the
Company adheres to best practice governance principles and maintains
the highest ethical standards.
In this Corporate Governance Statement we describe how
the Board goes about governing EROAD, key actions and
work-streams undertaken during the year, our approach
to the alignment of purpose, values, culture and strategy,
and our engagement with stakeholders. It is structured to
follow the NZX Corporate Governance Code dated 1 April
2023 (NZX Code) and discloses the Company’s practices
for each of the NZX Code’s eight governance principles.
The Board considers that, during the financial year ended
31 March 2024, EROAD’s corporate governance structures,
practices and processes have followed all recommendations
in the NZX Code. We have also set goals for FY25, reflecting
matters that are a priority to the Board and will be reflected
in the work programme we undertake during the new
financial year.
The Company complies with the corporate governance
requirements of the NZX Listing Rules (“NZX Listing Rules”)
and with our obligations as a foreign-exempt issuer on
the ASX (“ASX Listing Rules”). EROAD is incorporated in
New Zealand. As an ASX foreign exempt issuer, EROAD
needs to comply with the NZX Listing Rules (other than as
waived by the NZX) but does not need to comply with the
vast majority of the ASX Listing Rule obligations. EROAD’s
corporate governance policies, practices and procedures
can be found on our public investor website at http://www.
eroadglobal.com/global/investors/ (“Investor Website”).
This Corporate Governance Statement was approved by the
Board on 22 May 2024.
PRINCIPLE 1: ETHICAL STANDARDS
Grounded in our core values of “we do what’s right”, “we
play as a team”, “we learn & grow” and “we get it done”,
the Board recognises the importance of upholding high
ethical standards and behaviours for sound corporate
governance. To achieve this, EROAD has a number of
corporate governance policies that set out our standards
and expectations for ethical behaviour. These are explained
in further detail below and are available via our Investor
Website.
Code of Ethics
The Company’s Code of Ethics sets out the core ethical
principles by which the directors, employees, independent
contractors, and advisers of EROAD and our related
companies (“EROADers”) are expected to conduct
themselves.
These principles drive a vibrant EROAD culture: full
commitment to success, fostering constructive relationships,
offering career growth, consulting on important matters and
embracing EROAD’s values to achieve its purpose. The Code
of Ethics also covers, amongst other things: confidentiality;
conflicts of interest; receipt of gifts and personal benefits;
expected conduct; whistleblowing; anti-bribery; reporting
breaches of the code of ethics, other policies, or the law.
All staff receive training on EROAD’s Code of Ethics as
part of the onboarding process and thereafter, training is
provided periodically on key aspects of the Code through
company-wide campaigns and within team projects. In FY24,
EROAD has delivered annual listed business training, privacy,
security and health & safety. EROAD provides training on the
Company’s whistleblower policy every 2-3 years to ensure
everyone understands the expected standard of behaviours
and the avenues that are available should a concern arise.
Significant emphasis was placed on ensuring clear and
consistent communication across all regions while updates
to the Company‘s learning management system are made
as part of an extensive policy review initiative. The approach
reinforces the Code of Ethics as an integral part of EROAD‘s
corporate culture, beyond a periodic training exercise. The
Board expects the immediate reporting of any incidents
related to the Code , underscoring its commitment to ethical
conduct at all levels within the organisation.
Our in-house legal team provide advice and assistance to
the business globally on how to comply with our various
legal obligations. Engagement with external legal counsel is
sought as and when required.
PAGE 108
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EROAD GOVERNANCE REPORT 2024
Code of Conduct
Several other policies and documents are regarded as being
important in ensuring high ethical standards are maintained.
This includes EROAD’s Code of Conduct which sets out
EROAD’s purpose, values, and culture. Our Code of Conduct
further discusses, amongst other things, personal behaviour,
workplace stress, responsibilities and privacy matters.
Financial product dealing policies
EROAD‘s Market Disclosure Policy sets out the Company’s
commitment to the promotion of investor confidence by
ensuring that the trading of EROAD shares takes place
in an efficient, competitive and informed market. This is
supported by EROAD‘s Securities Trading Policy. Our
Securities Trading Policy clearly sets out when directors and
employees of EROAD may buy or sell the Company’s shares,
and the approvals that are required prior to trading. The
underlying principle of the Policy is that EROAD is committed
to ensuring our directors, officers, employees and advisers
do not trade EROAD shares while in possession of inside
information.
Conflict of interest policies
An Interests Register is kept in accordance with the
requirements of the Companies Act 1993 (“Companies Act”)
and the Financial Markets Conduct Act 2013 (“FMC Act”)
to ensure all relevant transactions and matters involving
the Directors and Senior Managers are recorded. EROAD‘s
Related Party Transactions Policy governs any proposed or
actual related party transactions.
Whistle-blower Policy
The Company‘s Whistle-Blower Policy complements the
Code of Ethics and Code of Conduct by providing a clear
process for reporting any serious issues, aligning with
the relevant legislation such as the Protected Disclosures
(Protection of Whistleblowers) Act 2022 (New Zealand),
Corporations Act 2001 (Australia) and the Whistleblower
Protection Act of 1989 (United States).
EROADers can report concerns with their manager or any
member of the executive team, with major issues escalated
to the Board. An independent whistle-blower service,
managed by Deloitte, offers another avenue for reporting,
ensuring anonymity through webform, email or toll-free
phone lines. Should any serious concern be raised, the Board
and management will work with the appropriate parties to
swiftly resolve the issue.
Modern Slavery Policy
EROAD’s FY24 Modern Slavery Statement will be available
on our Investor Website and is lodged annually in the
Australian Modern Slavery Statements Register. Sustainability
is key to our ethical business practices, and we are fully
committed to our sustainability goals.
PRINCIPLE 2: BOARD COMPOSITION AND
PERFORMANCE
Responsibilities of the Board and Executive Management
The business and affairs of EROAD are managed under the
direction of the Board, who are elected by shareholders to
protect and enhance the value of EROAD’s assets in the best
interests of shareholders.
The Board is responsible for corporate governance and
operates under a written Board Charter detailing its
authority, responsibilities, membership and protocols. The
key responsibilities of the Board include setting the overall
direction and strategy of the Company (in consultation with
Co-CEOs), reviewing and approving budgets and business
plans, establishing appropriate policies and guiding and
monitoring performance of management. The Board Charter
also sets out, amongst other things, the following Board
responsibilities:
• appointment or reappointment of a Chair or director;
• appointing or removing either or both of the Co-CEOs and
other key senior management appointments;
• advancing major strategies for achieving EROAD’s
objectives,
• overseeing implementation of EROAD’s sustainability
strategy;
• setting risk framework for the management of risks;
• reviewing and approving remuneration policies;
• specific responsibilities for safety and wellbeing matters as
set out in the Charter.
The Board uses committees to address certain issues that
require detailed consideration by members of the Board who
have specialist knowledge and experience. If circumstances
arise where a director needs to obtain independent advice,
that director is, as a matter of practice, able to seek such
advice at the expense of EROAD.
Management of the day-to-day operations and
responsibilities of EROAD together with delivery of the
strategic direction and goals is delegated to the executive
management team under the leadership of the Co-
CEOs. The Board holds management accountable for the
performance of our delegated functions. In doing so the
Board constructively challenges management’s proposals
and decisions and seeks to instil a culture of accountability
throughout the Group. This is achieved by monitoring
management’s performance by receiving reports and plans,
maintaining an active programme of engagement with
senior management and through the Board’s annual work
programme.
The Board regularly reviews and assesses EROAD’s
governance structures, policies, and procedures to ensure
these are in line with best practice and legal requirements,
safeguarding the interests of shareholders while maximising
value. The Board Charter was last updated in March 2024 to
reflect the Co-CEO arrangement and to acknowledge Board’s
responsibility for overseeing EROAD’s sustainability strategy.
In FY25 EROAD intends to continue its efforts and focus on
repositioning the business, driving operational leverage and
a pathway to growth. With a refreshed Board, new Co-CEO
partnership model, and a revised committee structure,
the Board will continue to focus its efforts on ensuring
performance outcomes are achieved.
Board Composition
EROAD is committed to ensuring that the Board comprises
directors who collectively bring an appropriate mix of skills,
commitment, experience, expertise, and diversity to Board
decision-making.
As at 31 March 2024, EROAD’s Board comprised 7 directors,
all of whom were non-executive directors. Selwyn Pellett
was the only non-independent director. A brief biography
of each current Board member, including experience, length
of service, expertise, role, and the term of office is set out
in the “The Board” section of this report. Disclosure on
director shareholdings and other directorships is included on
pages 143 of this report. During FY24, the Board underwent
a process of renewal, marked by the addition of two new
independent non-executive directors. David Green, based
in New Zealand, joined the Board in August 2023, while
Cameron Kinloch, based in California, joined the Board on
28 March 2024. Conversely, Graham Stuart resigned from
the Board at the end of the fiscal year, aligning with his
earlier indications in July 2023. Additionally, Tony Gibson
retired following the 2023 Annual Shareholders’ Meeting, in
accordance with the EROAD Board guidelines on director
rotation. The Board thanks Tony and Graham for their
invaluable service to EROAD and its shareholders.
With completion of the recent Board renewal, the Board
believes that its membership remains diverse, well-informed,
and equipped to guide the Company towards achieving its
strategic goals.
Director Evaluation, Appointment, and Re-Election
The procedure for the appointment and removal of
directors is ultimately governed by the Company’s
Constitution and relevant NZX Listing Rules. A director
may be appointed by the Board, nomination and
appointment at an annual or special shareholders’
meeting, or as an alternate director. EROAD’s Board may
appoint a director to fill a vacancy or as an addition to
the existing directors. Any director appointed by the
Board must submit himself or herself for appointment
by shareholders at the next annual meeting following his
or her appointment by the Board. Directors are subject
to the rotation requirements set out in the NZX Listing
Rules.
The Board plays an active role in appointing new
directors and, during FY24, has established a
Nominations Committee to assist in the selection,
appointment, and reappointment of directors to the
Board. For the purposes of Recommendation 3.4 of
the Code, the Board has determined that the whole
Board will carry out the functions of the Nominations
Committee due to the small size of the Board.
The Appointment and Selection of New Directors
Policy outlines the criteria and procedures for selecting
and recommending new or reappointed directors and
is available on the Investor Website. Additionally, the
Committee oversees EROAD’s broader human resources
strategy. Detailed responsibilities of the Committee
are set out in the Nominations Committee Charter,
accessible via the Investor Website.
In line with the NZX Code Recommendations, checks
are made for any material adverse information before a
candidate is recommended to the Board for election or
re-election. Where appropriate, external consultants are
engaged to assist in searching for candidates. Where
a candidate is recommended by the Nominations
Committee, the Board assesses that candidate against
a range of criteria including background, experience,
professional qualifications, personal qualities, the
potential for the candidate’s skills to augment the
existing Board (board skills matrix) and the candidate’s
availability to commit to the Board’s activities. The
Board includes in the Notice of Meeting for annual
meetings all material information that is considered
relevant to a decision on whether shareholders should
elect or re-elect a director. At EROAD’s FY23 Annual
Shareholders’ Meeting, Barry Einsig retired by rotation
and being eligible, offered himself for re-election and
was re-elected to the Board.
1 Includes Graham Stuart who has since stepped down from the Board.
PAGE 110
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EROAD GOVERNANCE REPORT 2024
All new directors enter into a written agreement with EROAD,
which sets out the terms of their appointment. New directors
complete a comprehensive induction programme that
enables them to meet with the Chair, other directors and the
senior management team to gain insight into EROAD’s values
and culture, our business operations, key risks and regulatory
and legal framework. The program also includes site visits.
Each director’s induction program is tailored based on the
director’s existing skills, knowledge, and experience.
The Board’s commitment to identifying suitable candidates
with the right skillset led to the appointment of David Green
in August 2023 and Cameron Kinloch in March 2024. David
has extensive strategic and governance experience in the
finance and banking sectors and Cameron brings deep Board
governance experience, as well as targeted expertise and
experience with high growth companies.
Board Skills
All directors are expected to maintain the skills required to
discharge their obligations to the Company. On an ongoing
basis, directors are provided with papers, presentations and
briefings on matters which may affect EROAD’s business or
operations to assist the directors regarding understanding
key developments in the industry in which EROAD operates.
Directors are also encouraged to undertake continuing
education and training relevant to the discharge of their
obligations as directors of the Company.
The Board considers that Barry Einsig and Selwyn Pellett
have transport industry specific experience. Susan Paterson,
David Green and Cameron Kinloch bring listed company and
financial/risk experience. Sara Gifford, Barry Einsig, Selwyn
Pellett and Cameron Kinloch have extensive experience in
technology solutions. Overall, the Board’s skill set is as set out
in the following table.
BUSINESS CONTEXT
CAPABILITY
KEY ELEMENT
CURRENT BOARD
A depth of industry
experience and awareness
of sector trends
Executive industry
experience
Modern executive telematic hardware experience
Hardware R&D
Product software
Fleet management or adjacent software development
Data-driven innovation and growth
Deep software development experience
Transport and supply
chain
Strong insight into transport – systems, trends
Fleet management
Supply Chain Regulation Sustainability
Customer perspective
Driving long-term value
creation through serving
customer needs
Modern technologist
SaaS businesses
Data analytics / AI
Strong scale tech networks
Modern cloud expertise
Cybersecurity
Key trends in tech sector
Tech go-to-market
strategy and sales
Sales channel leadership experience – digital and
enterprise selling
Customer-centric strategies identifying new growth
opportunities
Building world-class sales capability
Go-to-market strategy
Driving revenue growth – beyond $1bn
Digital product
marketing
Tech sector marketing
Building customer insight
Brand development
Key customer
segment insight
New Zealand
North America
Australia
BUSINESS CONTEXT
CAPABILITY
KEY ELEMENT
CURRENT BOARD
Scaling experience to guide
EROAD growth towards a
$1b company
Scale software
Company
Scaling a technology or SaaS organisation
– beyond $1b
Growth strategy development and execution
Capital market leadership
Investment
Direct exposure to investments in technology
companies that have successfully scaled
M&A / takeovers
Long-term value creation
Finance / investment community insight
Technology
infrastructure
Scale IT infrastructure
Technology trends
Technology risk
Supporting financial and
culture growth as scale and
complexity builds
Finance
Former CFO / CA / ARC Chair expertise Financial
strategy (tech)
Financial reporting and regulations
Risk management
People and
compensation
Corporate culture and diversity & inclusion
Executive compensation experience
Employee engagement
Performance and talent
H&S
Driving best practice in
governance and strategic
leadership
Listed governance
Scale public company governance experience - NZX,
ASX, NASDAQ ESG
Shareholder engagement and partnering
Chair succession potential
Demographic
diversity
Gender, ethnicity, age
Key
High capability
Moderate capability
The Board also believes that the tenure of each of its members is important as it seeks to balance independent,
institutional knowledge gained through length of service and the importance of fresh perspectives in decision-making.
The Board does not have a tenure policy, but it is of the view that the profile, represented by the length of service of
each of our directors and as set out in the following table, is appropriately balanced such that Board succession and
renewal planning is managed over the medium to longer term. As at 31 March 2024, the Board’s tenure was as follows:
Director tenure as at 31 March 2024
0-3 years
3-9 years1
Number of directors
4
3
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EROAD GOVERNANCE REPORT 2024
Independence of Directors
The factors that are considered by the Board when assessing
the independence of our directors are set out in the Board
Charter read together with the NZX Code. The guidance
provided in the ASX Corporate Governance Principles and
Recommendations is also considered.
As set out in the Board Charter, read together with the NZX
Code, factors that may impact a director’s independence
include:
1. Is currently, or was within the last three years, employed in
an executive role by the issuer, or any of its subsidiaries;
2. Is currently deriving, or within the last 12 months derived a
substantial portion of his, her or their annual revenue from
the issuer;
3. Is currently or was within the last 12 months, in a senior role
in a provider of material professional services (other than an
external auditor) to the issuer or any of its subsidiaries;
4. Is currently, or was within the last three years, employed by
the external auditor to the issuer, or any of its subsidiaries;
5. Currently has, or did have within the last three years,
a material business relationship (e.g. as a supplier or
customer) with the issuer or any of its subsidiaries;
6. Is a substantial product holder of the issuer, or a senior
manager of, or person otherwise associated with, a
substantial product holder of the issuer;
7. Is currently, or was within the last three years, in a material
contractual relationship with the issuer or any of its
subsidiaries, other than as a director;
8. Has close family ties or personal relationships (including
close social or business connections) with anyone in the
categories listed above;
9. Has been a director of the entity for a period of 12 years or
more.
In each case, the materiality of the interest, position,
association or relationship needs to be assessed to determine
whether it might interfere, or might reasonably be seen to
interfere, with the director’s capacity to bring an independent
judgment to bear on issues before the Board, to act in the
best interests of EROAD, and to represent the interests of
our financial product holders generally. The Board reviews
the independence of each Director considering interests that
each director is required to disclose in relation to the factors
set out above.
Based on these factors, as well as the guidance provided in
the relevant Codes, EROAD considers that, as at 31 March
2024, Susan Paterson (Chair), Graham Stuart, Barry Einsig,
David Green, Sara Gifford and Cameron Kinloch were
independent directors.
While the Board considers Selwyn Pellett to be a Non-
Independent Director, primarily given his former position as
CEO of Coretex (and associated relationships with Coretex-
related subsidiaries), EROAD believes Selwyn’s position
on the Board is essential for execution on our technology
strategy.
There is a comprehensive conflict management framework in
place to ensure that Selwyn’s actions do not compromise the
interests of the Company or its shareholders. The framework
includes measures such as disclosure requirements, recusal
from decision-making processes and regular evaluations.
The Board considers that both Mr Heine and Mr Kenneson as
Co-CEOs are both sufficiently independent of the Chair.
Diversity and Inclusion
EROAD is committed to ensuring that we have a diverse
and inclusive organisation. The Board recognises that
diversity and inclusion lead to a better experience at work for
EROAD’s employees, makes teams stronger, leads to greater
creativity and performance, contributes to a more meaningful
relationship with customers and stakeholders, and, ultimately,
increases value to shareholders. When there is a variety of
thinking styles, backgrounds, experiences, perspectives and
abilities, employees are more able to understand customers’
needs and to respond effectively to them.
As at the time of publication of this report, the Board is
pleased to have female representation of 50% on the Board
with 3 directors based in New Zealand and 3 directors based
in the United States.
To ensure continued focus and prioritisation, the Diversity
and Inclusion Policy, available on the Investor Website,
requires the Board to set, review and report on measurable
objectives for achieving and promoting diversity across
EROAD’s business. Implementation of actions to achieve
the objectives is the responsibility of the Co-CEOs and Chief
People Officer.
The Company considers age, cultural background and
geographic location as diversity metrics and we continue to
build on our internal reporting capabilities to provide greater
visibility to inform and promote effective change. Diversity
and Inclusion efforts are governed by the People & Culture
Committee and are explained in more detail in the ‘Our
People’ section of this report.
Gender composition
The table below shows the respective number of men and
women on the Board, in executive management positions (as
“Officers”) and across the whole organisation, including both
full time and part time employees, as at 31 March 2023 and 31
March 2024.
2023
Women
Men
Gender
diverse/
gender not
declared
Board
2 (33%)
4 (66%)
-
Officers
3 (33%)
6 (66%)
-
Other employees
170 (35%)
307 (63%)
7(1%)
2024
Women
Men
Gender
diverse/
gender not
declared
Board
3 (43%)
4 (57%)
-
Officers
2 (22%)
7 (78%)
-
Other employees
164 (35%)
294 (62%)
13(3%)
“Officers” are the Co-CEOs and senior executives reporting
directly to either or both of the Co-CEOs.
Board Performance
Performance evaluations for the Board, the Board’s
committees, individual directors, and executives are
undertaken regularly.
The Board Charter requires the Board to undertake a regular
performance evaluation of itself that:
• compares the performance of the Board with the
requirements of our Charter;
• reviews the performance of the Board’s committees and
individual directors; and
• makes improvements to the Board Charter where
considered appropriate.
As part of the Board review process, an independent
third party is appointed to review the Board performance
periodically. The review conducted in FY22 included, for the
first time, an ESG component. Key areas of focus include
supporting the onboarding of a new CEO and two new
directors, execution of EROAD’s strategic plan, and ensuring
Board materials are focused at the right strategic level. Self-
assessments are undertaken by the Board from time to time
as an alternative to the independent evaluation.
Following the successful completion of the Board‘s renewal
in FY24, the Board plans to conduct another performance
evaluation in FY25.
Company Secretary
Ksenija Chobanovich is EROAD‘s Company Secretary. She
was accountable to the Board, through the Chair, on all
matters to do with the proper functioning of the Board
throughout FY24. Ms. Chobanovich had regular discussions
with the Chair to manage the flow of information between
EROAD’s Board, our committees, and senior executives.
She was responsible for all aspects of legal and regulatory
compliance at EROAD.
EROAD has been a party to one employment-related
legal action in FY24. Ms. Chobanovich is not aware of any
pending actions regarding anti-competitive behaviour and
violations of anti-trust and monopoly legislation. EROAD
has not identified any non-compliance with any laws and/
or regulations, nor has the Company been subject to
any significant fines or non-monetary sanctions for non-
compliance with any laws and/or regulations in the social and
economic area.
PRINCIPLE 3: BOARD COMMITTEES
The Board has established four key committees:
• Finance, Risk and Audit;
• Nominations;
• People & Culture; and
• Technology.
In FY24, EROAD’s Remuneration, Talent and Nomination
Committee (“RTNC”) was split into the newly formed
Nominations Committee and People & Culture Committee.
These focused committees were established to enhance
efficiency in addressing Board matters. EROAD’s Board
committees collaborate closely with management and
advisers, providing detailed insights and recommendations
to the Board. The committees’ charters, accessible on the
Investor Website, set out their objectives, procedures,
composition, and responsibilities.
All directors have a standing invitation to attend committee
meetings where there is no conflict of interest. The purpose
and composition of each committee is described below:
2 All Board members are members of the NC.
3 Susan Paterson attended Board, FRAC, NC and PCC meetings as a member for FY24. Susan Paterson was the Chair of FRAC until 10 July 2023 when she assumed
the role of Board Chair.
4 Graham Stuart attended Board, FRAC, NC and PCC meetings as a member for FY24. Mr Stuart was the Chair of FRAC from 10 July 2023 until 20 February 2024.
5 Barry Einsig attended Board, NC, PCC and TC meetings as a member for FY24. Mr Einsig was the Chair of TC.
6 Sara Gifford attended Board, NC, PCC and TC meetings as a member for FY24. Ms Gifford was the Chair of PCC from 19 September 2023.
7 Selwyn Pellett attended Board, NC and TC meetings as a member for FY24. Mr Pellett joined the FRAC from September 2023 and attended meetings as a
member for the remainder of FY24.
8 David Green joined the Board on 1 August 2023. Mr Green attended NC and FRAC meetings as a member from the date of his appointment to the Board. Mr Green
was the Chair of FRAC from 20 February 2024.
9 Tony Gibson attended Board and FRAC meetings as a member prior to his retirement following the 2023 Annual Shareholders’ Meeting on 28 July 2024.
10 Cameron Kinloch was appointed to the Board on 28 March 2024 and was therefore not eligible to attend any meetings of the Board or its Committees
during FY24.
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EROAD GOVERNANCE REPORT 2024
Finance, Risk and Audit Committee (“FRAC”)
The Finance, Risk and Audit Committee plays a pivotal role
in overseeing EROAD’s risk management, internal controls,
financial reporting integrity and the auditing processes and
activities. Four meetings of the Finance, Risk and Audit
Committee were held during the year ended 31 March 2024.
According to the committee’s Charter, it must be comprised
of non-executive directors, the majority of whom must be
independent. Further, the Chair of the committee must be an
independent director and cannot be the Chair of the Board.
Employees only attend the Finance, Risk and Audit
Committee meetings at the invitation of the committee. In
the year ended 31 March 2024, Co-CEO, Mark Heine, the Chief
Financial Officer (“CFO”) and General Counsel were invited
to attend each of the four meetings of the Finance, Risk
and Audit Committee. Co-CEO David Kenneson was invited
to attend the one meeting that took place during FY24
following his appointment in March 2024.
The members of the Finance, Risk and Audit Committee as
at 31 March 2024 were David Green (Chair), Susan Paterson,
Graham Stuart, Selwyn Pellett and Cameron Kinloch. At the
beginning of FY24, Susan Paterson chaired the Finance, Risk
and Audit Committee until her appointment as Board Chair
on 10 July 2023, at which point Graham Stuart assumed the
role of Finance, Risk and Audit Committee Chair. David Green
was the Finance, Risk and Audit Committee Chair from 20
February 2024. The majority of members of the Finance,
Risk and Audit Committee are independent non-executive
directors. Qualifications and experience of the Committee
members is outlined on page 46 of this Annual Report.
The Chair of the Committee reported to the Board on the
Committee’s proceedings following each meeting.
Nominations Committee (“NC”)
The Nominations Committee assists the Board in fulfilling
its responsibilities to shareholders with respect to Board
performance, Board composition, Board succession planning
and the selection and appointment of Directors. For the
purposes of Recommendation 3.4 of the Code, the Board has
determined that the whole Board will carry out the functions
of the Nominations Committee due to the small size of
the Board, with the Board Chair chairing this Committee.
A quorum of four directors is required in accordance with
the Nominations Committee Charter. Two meetings of the
Nominations Committee were held during the year following
its formation in September 2023.
The majority of members of the Nominations Committee are
independent, non-executive directors.
People & Culture Committee (“PCC”)
As stated above, in FY24, the RTNC was split into the newly
formed Nominations Committee and People & Culture
Committee. The members of RTNC were Tony Gibson (Chair),
Susan Paterson, Barry Einsig, Sara Gifford and Selwyn Pellett.
There were no RTNC meetings held during FY24, due to its
bifurcation.
The People & Culture Committee was established to assist
the Board in overseeing EROAD’s culture, values and
leadership; health, safety, environment and wellbeing maters;
remuneration and organisational matters; and setting clear
remuneration policies and practices.
The current members of the People & Culture Committee
are Sara Gifford (Chair), David Green and Susan Paterson.
Qualifications and experience of the Committee members is
outlined on page 46 of this Annual Report. A quorum for the
meeting is two directors. The Chair of the Committee reports
to the Board on the Committee’s proceedings following each
meeting. All members of the People & Culture Committee are
independent directors.
While the Committee met only once since its inception
in September 2023, to ensure seamless continuity and
effectiveness, the entire Board convened a dedicated
meeting during FY24 to carry out the functions of the
People & Culture Committee. Management only attends the
People & Culture Committee meetings at the invitation of the
Committee.
Technology Committee (“TC”)
The Technology Committee assists the Board in its
obligations to oversee EROAD‘s digital transformation. The
Technology Committee assists with product management,
technology and innovation strategies, technology
execution plans, and necessary workforce development.
The Technology Committee also oversees operations
relating to hardware, product and platform innovation, as
well as information security, cyber security, data privacy
and third party technology risk management. Key product
and ecosystem partners also form part of the Technology
Committee‘s workstream. The members of EROAD‘s
Technology Committee are Barry Einsig (Chair), Sara Gifford
and Selwyn Pellett. Qualifications and experience of the
Committee members is outlined on page 46 of this Annual
Report.
The Committee met 7 times during the year. A quorum for
the meeting is two independent directors. The Chairperson
of the Committee reported to the Board on the Committee’s
proceedings following each meeting.
Attendance and Board and Committee Meetings
The Board held 7 meetings during the year ended
31 March 2024.
Board
FRAC
NC2
PCC
TC
Susan Paterson3
7
4
3
1
-
Graham Stuart4
6
3
2
1
-
Barry Einsig5
7
-
3
-
7
Sara Gifford6
7
-
3
1
7
Selwyn Pellett7
7
3
3
-
7
David Green8
5
3
3
-
-
Tony Gibson9
2
1
-
-
-
Cameron Kinloch10
-
-
-
-
-
In addition to the below scheduled Board meetings, the
Board also had nine calls during the year.
Takeover Protocol
The Board has a formal written protocol that sets out the
procedure to be followed in the event that a takeover
offer is received by EROAD (“Protocol”). The Protocol
summarises key aspects of takeover preparation, and sets
out governance, conflict and communications protocols
for takeover response. This Protocol provides that in the
event of a takeover offer, the Board Takeover Committee
would manage EROAD‘s response obligations and make a
recommendation to the full board.
During FY24, the Board resolved to appoint a Takeover
Committee in response to the unsolicited, non-binding
indicative proposal received from Brillian APAC Pty Ltd
(„Volaris“) in June 2023 to acquire 100% of EROAD‘s
shares. The Committee operated in accordance with the
Independent Directors’ Sub-Committee Charter and was
Chaired by Graham Stuart. Susan Paterson, Barry Einsig and
Tony Gibson were the other members of EROAD‘s Takeover
Committee in FY24. The Takeover Committee met twice
during FY24.
PRINCIPLE 4: REPORTING & DISCLOSURE
Marking Timely and Balanced Disclosure
EROAD is committed to promoting shareholder confidence
through open, timely and accurate market communication.
The Company has procedures in place to ensure compliance
with our disclosure obligations under the NZX Listing Rules
and the ASX Listing Rules. The Board has a Continuous
Disclosure Committee that comprises the CEO, CFO (“the
Disclosure Officers”) and one Independent Director. In the
absence of either the CEO or CFO then market disclosure
can be approved by either: 1) two Independent Directors and
either the CEO or CFO; or 2) one Independent Director, the
General Counsel and either the CEO or CFO.
The Continuous Disclosure Committee is responsible
for administering EROAD’s compliance with our Market
Disclosure Policy which includes our NZX and ASX
continuous disclosure obligations. The Disclosure Officers
will recommend to the Continuous Disclosure Committee
whether a market disclosure should be made. The Disclosure
Officers are ultimately responsible for all communications
with NZX and ASX market regulators.
Financial Reporting
EROAD’s Finance, Risk and Audit Committee Charter
directs the oversight of the quality and integrity of external
financial reporting including the accuracy, completeness,
balance and timeliness of financial statements. The FRAC
reviews interim and annual financial statements and makes
recommendations to the Board concerning accounting
policies, areas of judgement, compliance with financial
reporting standards, NZX, ASX and legal requirements, and
the results of the external audit. All matters required to be
addressed and for which the Committee has responsibility
were addressed during the period under review.
All interim and full-year financial statements are prepared in
accordance with relevant financial standards.
Non-Financial Reporting
Environmental, social and governance factors (“ESG”) are at
the heart of EROAD’s culture. EROAD’s Chief People Officer
has formal responsibility for environmental and social topics
and EROAD’s General Counsel and CFO have an informal
responsibility for economic, governance related topics. The
General Counsel and CFO inform the Board of any material
factors that come to light and keep the Board up to date
with current market trends and processes in this space. The
directors are committed to progressing ESG matters and
consider these at every board meeting. Members of the
Executive Team report directly to the FRAC on sustainability
matters as and when they see fit. The Board also takes advice
from the FRAC, General Counsel, Sustainability Committee
(lead by the Chief Sustainability Officer), and EROAD‘s
Engineering Teams.
As noted in the Remuneration Report, for FY24, up to 25%
of the short term incentive scheme targets for the executive
team are based on the achievement of strategic (non-
financial) program targets from the annual plan.
Our ESG philosophy is set out in our Sustainability Policy
and our achievements in the sustainability space are further
detailed in this Annual Report.
Climate-related disclosures
EROAD is a climate-reporting entity under the FMC
Act. EROAD has undertaken significant work in FY24
to understand the Company’s climate-related risks and
opportunities, and set metrics and targets in accordance
with our obligations as a climate-related entity. EROAD
will publish its first climate-related disclosures for the year
ended 31 March 2024 in compliance with the Aotearoa New
Zealand Climate Standards issued by the External Reporting
Board (XRB) as required by the FMC Act. EROAD’s climate-
related disclosures for the year ended 31 March 2024 will be
accessible on our Investor Website on 31 July 2024.
Global Reporting Initiative
As in previous reporting years, we have continued to report
against the Global Reporting Initiative (“GRI”) Framework. In
FY24 we have taken a more targeted approach to reporting
against the standards material to EROAD. EROAD intends
to include a GRI index together with it’s climate related
disclosures to be released on 31 July 2024.
EROAD is pleased to provide reporting on sustainability
factors throughout this Annual Report.
PRINCIPLE 5: REMUNERATION
See the Remuneration Report on page 122of this Annual
Report which outlines our compliance with Principle 5.
PRINCIPLE 6: RISK MANAGEMENT
Risk Management Framework
EROAD is committed to the identification, monitoring and
management of material financial and non-financial risks
associated with our business activities. The Board ultimately
has responsibility for internal compliance and control. It
recognises that a sound culture is fundamental to an effective
risk management framework. The Company’s purpose, values
and Code of Ethics are important contributors to instilling
effective risk management and awareness, and to support
appropriate behaviours and judgements about risk taking
within the parameters. EROAD’s risk management framework
provides for the oversight and management of financial
and non- financial material business risks, as well as related
internal systems. The framework is designed to:
• optimise the return to, and protect the interests of,
stakeholders;
• safeguard EROAD’s assets and maintain our reputation;
• improve EROAD’s operating performance; and
• support EROAD’s strategic objectives.
EROAD’s Risk Management Policy is available via the
Investor Website.
EROAD’s risk management strategy enhances strategic
planning and prioritisation, as well as assisting in
the achievement of key objectives. The strategy
also strengthens EROAD’s ability to be agile when
responding to challenges that may be faced. The risk
management framework requires senior executives and
the wider leadership team to review risks against the
risk limits and triggers in the risk appetite statement
(“Risk Appetite”) and to update risk registers on a
periodic basis (“Risk Registers”). The registers identify
all known risks, including those that are key to EROAD’s
strategy and business priorities. The Risk Registers
record risks by impact and probability, and records the
controls and mitigations for those risks. Risk mitigation
for high-risk projects must be addressed from inception
and be supervised by the appropriate executive team
members. The executive team reviews the Risk Register
in setting EROAD’s strategy and budgets.
The Finance, Risk and Audit Committee periodically
reviews EROAD’s Risk Appetite, the Risk Registers
and other relevant aspects of the risk management
framework. In addition, a review is undertaken, with the
external auditors and management, of the policies and
procedures in relation to material business risks. The
Finance, Risk and Audit Committee, in conjunction with
management, reports to the Board on the effectiveness
of EROAD’s management of our material business
risks and whether the risk management framework is
operating effectively in all material respects.
In FY24 EROAD identified the following material risks to
the Company:
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EROAD GOVERNANCE REPORT 2024
Risk
Risk description and management
Competition and new
technologies
EROAD operates in a competitive telematics industry, especially in North America, facing challenges from
larger companies and rapid tech advancements. The potential entry of global operators into new markets like
New Zealand adds complexity, especially in light of potential regulatory changes to road user charges in New
Zealand. New competitors and technologies could disrupt EROAD’s existing business model and/or underlying
technology.
Risk mitigation includes:
• Recent Equity Raise providing EROAD financial flexibility for investments.
• Investment in AI, partnerships and emerging innovative technologies.
• Active involvement in the regulatory change process and focus on opportunities this presents
North America strategy
execution
EROAD’s growth in North America is crucial to execution of its strategy. If EROAD is less successful than
anticipated, this could materially impact EROAD’s financial performance and/or share price.
Risk management involves:
• adjusting sales strategy by appointing a Co-CEO and EVP of Sales, upskilling team, and hiring experienced
salespeople throughout FY24-FY26.
• focusing on securing and retaining referenceable enterprise customers.
Product and platform
reliability and scalability
Platform and product stability is crucial for customer satisfaction. Also, as EROAD grows it needs to ensure that
its platforms and products are scalable to be able to service many customers, including large enterprises.
Risk mitigation involves:
• prioritising R&D for reliability and scalability
• investing in third-party providers’ products for scalability and improved functionality.
• North American engineering team in place to respond quickly to customer needs.
Supply chain efficiency
and working capital
management
EROAD relies on the strength of its relationships with a limited number of suppliers for product and service
delivery. Due to its modest scale, EROAD has limited negotiating leverage. Balancing inventory to meet
customer demand without excess stock and ensuring timely customer payments is crucial for management of
cash flow.
Risk mitigation includes:
• Maintaining strong relationships with suppliers.
• Focus on improved demand forecasting and debt recovery.
Cybersecurity
EROAD faces exposure to hacking, cyber-attack or similar due to its online software hosting, Cloud/SaaS
services revenue model and role as a data processor. This could lead to substantial disruption in EROAD’s
operations.
Risk mitigation involves:
• Business continuity and disaster recovery planning;
• Continuous investment in strengthening the security and resilience of EROAD’s platforms and business
systems;
• Data security awareness training, independent testing, incident management programme, vulnerability
management, and the like;
• Governance and oversight by the Technology Committee.
Large enterprise customer
relationships
Given EROAD’s size and strategic focus on referenceable enterprise customers, the departure of a key marquee
or enterprise customer could affect revenue and reputation.
Risk management involves:
• Strengthening relationships through proactive engagement and support.
• Updating the sales strategy to attract more enterprise customers, including adjusting the sales team for
targeted acquisitions.
Operational complexity
EROAD has operations in New Zealand, Australia and North America. As EROAD grows in these markets, the
complexity of its business increases.
Risk management involves:
• Initiatives to ensure alignment of processes and customer journeys globally
• Enhanced service level objectives, well defined product delivery operating model, and leveraging new
technologies to drive efficiencies.
Network shut down and
hardware replacement
New Zealand’s 3G network shut down, delayed to 31 March 2025, requires EROAD (and other telematics
providers) to replace components in telematics solutions for certain customers. While EROAD products can
function on the 2G network, it‘s expected this network will also shut down eventually. This replacement process
can disrupt customers, potentially leading to contract non-renewals or delayed upgrades to 4G. Costs for
replacement and installations may exceed initial estimates.
Risk management involves:
• EROAD has a dedicated project (“Project Sunrise”) to manage the transition, swapping out end-of-life units
with 4G-enabled ones.
• The project is under careful management and regular review, aiming for completion by the end of FY25.
Key people
EROAD’s business strategy requires us to attract and retain highly skilled talent in a competitive labour market
globally. Due to EROAD’s size, reliance on a few highly skilled individuals poses a risk of disruption to operations
due to critical dependencies.
Risk management involves:
• Succession planning, focus on career development pathways, alternative resourcing options through
outsourcing and clear organisational processes.
General economic conditions
EROAD‘s financial performance is closely tied to economic conditions both locally and globally. An economic
downturn or recession could lead customers to reduce spending, impacting EROAD’s financial results.
Risk mitigation includes:
• Leveraging benefits of EROAD’s products to help customers optimise vehicle-relating expenses.
• Maintaining sufficient capital reserves.
Climate change
EROAD’s climate change risks will be disclosed in the company’s climate-related disclosures to be released on
the Investor Website by 31 July 2024
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EROAD GOVERNANCE REPORT 2024
Risk Appetite
In FY24 the EROAD Board and Executive implemented the
revised Risk Appetite Statement. In light of the Company’s
renewed strategy, the Risk Appetite Statement was revised
to ensure a clear focus on generating positive free cash
flow, whilst maintaining the ability for agile and sustainable
growth. The Risk Appetite Statement provides guidance to,
and monitoring of employees, contractors, and suppliers as
it sets out the amount and type of risk that EROAD is willing
to accept to meet our strategic objectives and create value
for our customers and stakeholders. EROAD is strategically
focused and risk aware, but is not a risk-averse organisation.
Risks are taken in alignment with EROAD’s strategy, purpose
and in accordance with the company’s values. EROAD has no
appetite for risks that do not align with these.
EROAD has five key risk categories and adopts a different
risk appetite for each identifiable risk within these categories.
The five risk categories are:
• Strategy Execution;
• Financial;
• Customer Expectations;
• People; and
• Regulatory & Environmental, Social and Governance
A summary of EROAD’s risk appetite is set out below.
RISK APPETITE CATEGORIES
Risk Appetite
Level
Strategy Execution
Financial
Customer
Expectations
People
Regulatory and
ESG
Very high
High
Partnerships
Innovation
Learning /
knowledge
Medium
Capability
Regulatory
environment
Low
• Strategic risk
• Strategic
execution
• Free cash flow
• Funding model
Key roles & single
point of failure
Very low
• Working capital
• Supply chain and
inventory
• Customer
interactions
• Quality and
resilience
• Product delivery
• Information and
cyber security
• Privacy
• Governance
• Environmental
and Social
No appetite
Covenants
Product compliance
Health & Safety
Legal & regulatory
risk
In managing the Company’s business risks, the Board
approves and monitors policy and procedures in areas such
as treasury management, financial performance, taxation
and delegated authorities.
RISK APPETITE LEVELS
The Company regularly reports to the Board on any
risks that exceed EROAD’s Risk Appetite with mitigation
plans and updates on how exceeded risks are managed
and resolved.
EROAD has assessed its risk appetite categories, metrics,
triggers, and limits, considering our operational landscape
and accomplishments thus far. This review is ongoing, and a
revised Risk Appetite Statement will be developed and rolled
out during FY25.
Insurance
EROAD has insurance policies in place covering areas where
risk to our assets and business can be insured at a reasonable
cost.
Health and Safety Risk Management
Safety and wellbeing is a top priority for the Board, and our
specific responsibilities are set out in the Board Charter. The
Board is committed to ensuring that safety and wellbeing
is embedded into every aspect of EROAD’s business. In
line with this, EROAD appointed a new Health and Safety
Manager in FY24. EROAD’s Safety and Wellbeing Policy is
a management policy that provides for the oversight and
management of health and safety risks on behalf of the
Board.
EROAD’s Safety and Wellbeing Management Framework
outlines safety and wellbeing activities at EROAD and
articulates safety and wellbeing responsibilities for the Board,
the executive team and the people performing work for
EROAD. The framework requires objectives and key results
to be established and incorporated into business planning
processes to enable the Safety and Wellbeing Policy’s intent
and related strategies and procedures to be achieved. The
framework also requires the safety and wellbeing strategy
to be reviewed every three years to ensure alignment with
EROAD’s values, the overall business strategy and the safety
and wellbeing vision.
At each Board meeting, members of the Board are provided
with a safety and wellbeing report summarising EROAD’s
risk profile and management actions, the current safety and
wellbeing focus, lead and lag indicators and updates from the
Safety and Wellbeing staff committee. In the year ended 31
March 2024, there have been no notifiable events to report to
WorkSafe NZ or WorkSafe Australia and no notifiable events
reported to US authorities.
In FY25 EROAD will roll out a revised safety plan with
a particular focus on consolidating our data, enhancing
contractor management and health monitoring programmes
for anyone exposed to health risks.
PRINCIPLE 7: AUDITORS
Oversight of the Company’s external audit arrangements
to safeguard the integrity of financial reporting is the
responsibility of the Finance, Risk and Audit Committee. The
FRAC Charter sets out the procedure for communication with
the external auditors. The External Auditor Independence
Policy ensures that audit independence is maintained, both in
fact and appearance. It covers:
• the selection and appointment process for the external
auditor;
• rotation of external audit partners;
• policy to ensure external auditors’ independence;
• provision of non-audit services; and
• reporting to the Finance, Risk and Audit Committee.
The role of the external auditor is to audit the financial
statements of the Company in accordance with applicable
auditing standards in New Zealand and to report on their
findings to the Board and answer questions from the
shareholders of the Company.
EROAD’s key external audit partner is Aaron Woolsey from
KPMG. Mr Woolsey became the engagement partner in 2020
following the completion of the audit for the 2020 financial
year. Mr Woolsey has provided an independence attestation
to the Board. He will attend the annual shareholder’s meeting
to answer questions from shareholders in relation to audits. In
accordance with EROAD’s External Auditor Independence
Policy, following the final audit for FY24 the key audit partner
will rotate.
EROAD does not have an internal audit function. The
Finance, Risk & Audit Committee pays particular attention
to matters raised by the Company’s auditor. It also requires
the Executive Team to report periodically on areas identified
as most sensitive to risk together with recommendations
for improvements and changes to internal controls.
Through the steps outlined under the Risk Management
section, the Board ensures EROAD is reviewing, evaluating
and continually improving the effectiveness of our risk
management framework.
The Chief Financial Officer has a direct line of communication
with the Chair of the Finance, Audit and Risk Committee and
the external auditor.
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EROAD GOVERNANCE REPORT 2024
PRINCIPLE 8: SHAREHOLDER RIGHTS AND INTERESTS
EROAD recognises the importance of providing our
shareholders and the broader investment community
with access to up to date, high-quality information to
enable them to: monitor the Company’s performance;
participate in decisions required to be put to owners; and
provide avenues for two-way communication between the
Company, the Board and shareholders. The Shareholder
Communication Policy sets out how EROAD engages with
shareholders and other stakeholders to provide them with
written communications, electronic communications and
access to the Board, management and auditors. It is one of
the corporate governance policies included on the Investor
Website.
EROAD’s Investor Website is an important information portal
and is kept up to date with relevant information, including
copies of shareholder reports, presentations and market
announcements. Releases and reports are published to
the website once they have been provided to and publicly
released to both the NZX and ASX. The website also contains
Board and management profiles together with information
on EROAD’s history, awards and a library of product
information.
Shareholders can easily communicate with EROAD, including
by way of email to the address investors@eroad.com.
EROAD’s major communications with shareholders during
the financial year include our annual and half-year results,
integrated Annual Reports and the annual meeting of
shareholders. The Annual Report is available in electronic and
hard-copy formats. Shareholders have the option to receive
communications from EROAD electronically. In FY24 EROAD
introduced its ‘Shareholder Newsletter’ that is periodically
released to provide a digestible summary of the Company’s
performance to our retail shareholders.
Shareholders have the right to vote on major decisions as
required by the NZX Listing Rules. The Notice of Meeting
is sent to shareholders and published on EROAD’s website
at least 20 working days prior to the annual shareholders’
meeting each year. EROAD offers this meeting in a hybrid
format and so also includes a Virtual Meeting Guide which
sets out information to help investors understand and
participate in hybrid meetings. Physical meetings will not
take place if there exists a risk to public health and safety
(such as with COVID-19 restrictions). In any instance where
health and safety is a concern, EROAD may determine that
virtual only meetings are most appropriate.
The Board notes the recommendation in the NZX Corporate
Governance Code that boards of issuers are responsible
for considering the interests of all existing financial product
holders when assessing their capital raising options. When
practical, issuers should favour capital raising methods
that provide existing equity security holders with an
opportunity to avoid dilution by participating in the offer.
Recommendation 8.4 states that shares should first be
offered pro rata, and on no less favourable terms, to existing
shareholders before further equity securities are offered
to other investors. In September 2023 EROAD conducted
a successful NZ$50 million capital raise via an Institutional
Placement and a Pro Rata Accelerated Renounceable
Entitlement Offer (“AREO”). A placement offer is typically
the most common institutional capital raising structure used
in New Zealand and an AREO structure was preferred by the
Board to provide greater protection to shareholders.
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EROAD GOVERNANCE REPORT 2024
Remuneration
Report
LETTER FROM THE PEOPLE AND CULTURE COMMITTEE CHAIR
1 Not all EROAD employees received an increase in fixed remuneration
following the annual remuneration review.
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EROAD REMUNERATION REPORT 2024
Dear Shareholders,
Financial year 2024 represented a significant turning point for EROAD.
In March, the company adopted a dual CEO model and appointed
David Kenneson to work alongside Mark Heine as Co-CEO. With their
complementary skill sets, the Board is confident Mark and David will
together lead the company in its next phase of growth.
Co-CEO appointment
With the goal to grow in North America, and innovate
and enhance EROAD’s market position in New Zealand,
we determined that we required executive presence in
both markets to achieve results for our shareholders.
EROAD’s current position within each market necessitates
a combination of skills and a significant time commitment
across multiple time zones. The shared CEO structure
provides focus and alignment with the company’s ambitious
growth plans. With David and Mark leading the charge, we
have a fully committed and highly capable CEO partnership
with global reach and the shared skillset to achieve success.
Remuneration governance
In September 2023 the Board split the Remuneration, Talent
and Nomination Committee into the People and Culture
Committee and the Nominations Committee. This change
was made to enable a more focused approach to people
related matters going forward. Remuneration falls within the
People and Culture Committee’s ambit.
EROAD’s remuneration objectives
Following an independent remuneration review by Haigh
& Company in FY23, EROAD’s top priority for FY24 was
to ensure the retention of key talent with a future-proof
compensation structure. FY24 saw the roll out of a new and
improved remuneration strategy aimed at attracting top
talent globally, with a specific focus on North America as
our growth market. Our future-focused FY24 remuneration
strategy aligns employee and shareholder interests and
maintains a prudent approach to cash management.
EROAD’s remuneration structure and rationale
EROAD’s remuneration framework is an essential aspect of
the company’s strategy to attract, retain and motivate its
employees. The company’s remuneration framework consists
of fixed remuneration and variable remuneration outcomes
for select senior employees, including the Co-CEOs. Variable
remuneration components may include a short-term
incentive plan (“STI Plan”) payment, a long-term incentive
plan (“LTI Plan”) payment or sales commissions (for the
Company’s sales staff). Variable remuneration components
are a critical tool for aligning the interests of employees with
EROAD’s goals and objectives, including both financial and
non-financial targets. The company intends to maintain this
current structure in FY25.
Remuneration Changes in FY24
Fixed Remuneration
Fixed remuneration rates were reviewed in May 2023,
leading to an average increase of 4.4% across all employees1.
Employees earning $200,000 or more in local currencies
did not receive an increase to fixed remuneration. The
decision to freeze remuneration for employees earning
over $200,000 was taken in light of EROAD’s ongoing
commitment to prudent financial management. The freeze
enabled us to achieve greater cost savings and allowed us
to allocate resources more effectively, whilst also ensuring
that our remuneration policies remained fair, transparent
and aligned with our company values and objectives. Even
with a payment increase freeze in place, we believe we are
still offering competitive, performance-based compensation
for our employees. The company acknowledges the
ongoing skill shortages in the industry and the rising cost
of living affecting our workforce. EROAD is confident our
remuneration packages are set at a suitable level for our
global operations.
Variable Remuneration Outcomes
STI Plan
In FY24 the STI Plan moved from a biannual cycle to an
annual cycle. The shift to an annual cycle was made to
correspond with the company’s key targets for FY24
and beyond. To enhance performance outcomes whilst
maintaining cash flow, the FY24 STI Plan also provides the
option for payments to be issued in shares instead of cash.
LTI Plan
EROAD’s LTI Plan was modified in FY24 to reflect the
findings of the independent compensation review and to
ensure EROAD is appropriately positioned in the market.
In FY24, performance share rights (“PSRs”) under the
EROAD LTI Plan were issued as part of a 3-year incentive
programme that incorporates a third of the award based on
relative total shareholder return (“rTSR”), a third on absolute
financial performance, and a third based on 3-year tenure.
The compensation review confirmed that rTSR is a common
measure used by our peers, and the company has followed
the recommendation to adopt the technology-focused
S&P ASX All Technologies Index (XTX). Aligning incentives
with long term financial targets is naturally key to driving
performance outcomes so absolute performance measures
are based on revenue, free cash flow and EBIT. Tenure is a
common component of remuneration in North America and
is a crucial component for us as we look to attract and retain
top talent. EROAD’s FY24 LTI Plan grants allow for payments
to be made in cash or shares.
CEO Remuneration
Mark Heine’s fixed remuneration remained unchanged
from FY23, in accordance with the company’s freeze on
fixed remuneration for senior managers. Mark Heine’s
variable remuneration recently underwent a change with
his appointment as Co-CEO, increasing his STI Plan award
from 40% to 50% of his base salary. David Kenneson’s
remuneration package is aligned with Mr Heine’s to ensure
consistency between the Co-CEO’s, despite typically higher
CEO rates seen in the United States. Mr Kenneson’s salary is
paid in local currency.
ESG and Remuneration
Sustainability is core to our business operations and
EROAD’s People and Culture Committee is dedicated to
furthering ESG objectives. As an equal opportunity employer,
EROAD is committed to closing the pay differential between
male and female staff, which currently stands at 14%
(weighted mean value across all regions in local currencies)
and 17% (median value) .
Director Remuneration
The annual non-executive director remuneration pool was
fixed at $850,000 following approval of an ordinary resolution
by shareholders at the 2021 Annual Shareholder Meeting. No
further increase is proposed to be sought at the 2024 Annual
Shareholders Meeting. However, pursuant to NZX Listing Rule
2.11.3, the Board increased the remuneration payable to all
directors in aggregate, from $850,000 to NZD$900,000 to
facilitate the current board composition, which is explained in
more detail in this report. The Board elected to only increase
the fee pool to the extent necessary to facilitate the increase
in the number of directors from the number when the
remuneration pool was approved in 2021.
Say On Pay Vote
During FY24, the NZX issued guidance on remuneration
reporting by publishing its NZX Remuneration Reporting
Template. EROAD has adopted the new template for FY24,
which we expect to be the approach taken by many other
NZX listed issuers.
Consequently, EROAD will not present a non-binding Say
on Pay resolution vote to shareholders at its 2024 Annual
Shareholders’ Meeting. As a New Zealand registered
company, EROAD will adhere to the NZX guidance. It is
notable that the NZX Corporate Governance Institute,
responsible for the development and recommendation
to NZX of the Remuneration Reporting Template, did not
recommend that an equivalent to the Australian Say on Pay
regime be introduced for NZX listed issuers.
EROAD remains dedicated to upholding a fair and merit-
based approach to incentivising and rewarding our
employees, executives, and directors. This commitment
aligns with our vision and strategic objectives, ensuring
continued shareholder value and trust.
Personal note
2024 marks my first year as Chair of EROAD’s People &
Culture Committee. I am honoured to hold this position
and wish to thank my fellow directors, EROAD’s leadership
team and the shareholders for their unwavering support.
Feedback
EROAD is committed to upholding the highest
standards of corporate governance that help ensure our
remuneration practices are transparent and align with
the interests of all our stakeholders. We welcome your
feedback on this report via investors@eroad.com.
Sara Gifford
Chair, People and Culture Committee
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EROAD REMUNERATION REPORT 2024
STRUCTURE OF THIS REMUNERATION REPORT
This Report provides:
• Remuneration Governance;
• Executive Remuneration Policy;
• FY24 Key Performance Summary;
• Remuneration arrangements and outcomes for Mark Heine,
CEO (Co-CEO from March 2024) and David Kenneson, Co-
CEO from March 2024;
• ESG disclosures;
• Remuneration Bands (in accordance with the Companies
Act 1993 (NZ));
• Director Remuneration
REMUNERATION GOVERNANCE
EROAD has a People and Culture Committee that
comprises of the following members: Sara Gifford (Chair),
Susan Paterson and David Green. All Committee members
have served on the Committee since its inception in
September 2023. A description of the skills and experience
of each Committee member is detailed on page 46.
Attendance at FY24 Committee meetings is detailed on
page 115 of the Annual Report.
Prior to the formation of the People and Culture
Committee, remuneration matters were overseen by
the Remuneration, Talent and Nominations Committee
comprised of Anthony Gibson2 , Sara Gifford3 , Graham
Stuart, Susan Paterson and Barry Einsig. No meetings
were held by the Remuneration, Talent and Nominations
Committee in FY24.
All members of the People and Culture Committee
are independent directors. Management only attends
Committee meetings by invitation.
The People and Culture Committee offers
recommendations to the Board regarding company-wide
remuneration, benefits, and policies. The Committee also
oversees performance objectives, remuneration packages,
succession planning, and development programmes for the
senior management team. Company culture and values,
together with health, safety, environmental and wellbeing
matters are key considerations for the Committee alongside
remuneration matters. The Committee is not responsible
for director selection, appointment, reappointment
or succession planning, this is now overseen by the
Nominations Committee.
EROAD’s People and Culture Committee operates under a
written charter which is available to view at
https://eroadglobal.com/investors/. The objectives and
activities are periodically reviewed, and any changes in the
duties and responsibilities of the Committee, or changes to
the terms of its Charter, are made as a recommendation to
the Board. No changes were made since the Committee’s
creation in September 2023.
The Committee has no decision-making powers except
where expressly provided by the Board.
The internal governance policies that provide context for
the remuneration outcomes are described below:
• No Dealing or Protection Arrangements: All directors,
employees, contractors and advisers of EROAD are
subject to the company’s Securities Trading Policy,
available via the investor website. In addition to this
policy, parties are expressly prohibited from entering
into any arrangements designed to hedge or otherwise
mitigate the economic risk of EROAD securities. It is
important to note that all securities become subject
to the Securities Trading Policy rules once they have
vested and that prior to vesting those securities cannot
be transferred or encumbered by the holders.
• Minimum Shareholding Requirements: The EROAD
Board encourages but does not require senior
leadership team members or directors to hold shares
in EROAD.
Further information on the People and Culture Committee,
including the broader responsibilities of the People and
Culture Committee and meeting attendance during FY24
can be found on pages 114-115 of the Annual Report.
Executive Remuneration Policy
EROAD’s Director and Executive Remuneration Policy
FY24 ensures fair and competitive remuneration that
attracts, motivates and retains high-performing employees.
Our revised remuneration policy clearly aligns with our
company purpose and values. We have also developed
a set of principles to guide our remuneration strategy to
ensure that our compensation practices are consistent with
the company culture, values, and business strategy.
2 Committee Chair until 31 July 2023.
3 Committee Chair from 1 August 2023.
Principle
Description
Alignment
EROAD aims to ensure that a significant portion of the senior leadership team’s remuneration is
contingent on EROAD meeting its financial and strategic objectives, and the individual acting in
accordance with EROAD’s values
Balance
Market competitive fixed remuneration is balanced with affordability
Flexibility
EROAD’s STI Plan and LTI Plan performance measures provided flexibility for EROAD to recognise
and reward individuals for outstanding contribution and respond appropriately to business
objectives and needs
Fairness
EROAD’s remuneration structure ensures there is a direct link between performance and pay
Reward
Ensure achievement of strategic objectives and shareholder value creation is rewarded accordingly
Transparency
There are no complicated performance measures that require extensive explanation. The
remuneration structure is clear, transparent, consistent, easy to understand and simple to
administer
Competitiveness
EROAD’s remuneration structure helps attract, motivate and retain directors and executives who
contribute to EROAD’s business outcomes
You can read more about EROAD’s culture and values on
page 40.
Executive Remuneration Components
EROAD uses a total remuneration package approach in
setting salary and rewards for executives. Remuneration
of executives is linked to 3 components: Total Fixed
remuneration, STI Plan awards and LTI Plan grants. For
executives, Total Fixed Remuneration makes up 56% of the
total remuneration package, with STI and LTI making up 17%
and 28% respectively.
Total Fixed Remuneration
Total Fixed Remuneration is a combination of base
salary and benefits. The total is benchmarked against
independent remuneration survey data, with the
median level of pay being used as the basis for EROAD’s
remuneration approach. This approach allows EROAD
to implement a non-discriminatory pay structure that
offers equal pay for equal work value across EROAD
employees globally. Contractual and discretionary
benefits vary between our regions of operation.
The co-CEOs and executive team members must
participate in periodic performance reviews measuring
their achievement against operational and strategic
objectives. The results of any performance review inform
the basis of any review of fixed remuneration.
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EROAD REMUNERATION REPORT 2024
Variable Remuneration
STI Plan
EROAD’s STI Plan is designed to motivate, encourage and
reward positive behaviours in the near-term. In FY24, the
company’s STI Plan was structured to link share incentives
to achievement of specific annual performance targets, with
the amount based on a percentage of a participant’s fixed
base salary. The People and Culture Committee reviews and
approves executive and key senior role objectives, promoting
alignment between shareholder value creation and employee
rewards. STI Plan awards for FY24 were based on an annual
performance period (commencing 1 April each year), aligned
to investor cycles and key outcomes. STI Plan awards are
determined by group performance against shared team
goals. The annual review of STI Plan objectives takes into
account group, business unit and individual executive
performance. STI Plan payments are always at the discretion
of the Board and receipt of an STI Plan payment is not
guaranteed, even where performance criteria have been met.
EROAD’s FY24 STI Plan provides for payments to be made
in cash or shares, at the Board’s discretion. Historically, STI
Plans have typically been paid in cash however for FY24 the
award may be made in shares (if awarded). FY24 STI Plan
payments have not yet been assessed and will be assessed
within 3 months of the date of the FY24 financial statements.
The CEO and Executive Team STI Plans are described in
detail in the table below:
Element
Details
FY24 CEO STI Plan4
FY24 Executive STI Plan
Purpose
Rewards achievement of Board-set KPIs.
Target opportunity
Share award of up to 40% of base salary.
Share award of up to 30% of base salary
Performance and pay out leverage
The aggregated threshold for the financial metrics
needs to be over 85% (i.e. the combination of
revenue, EBIT and FCF).
Non-financial metrics must achieve a minimum
threshold of 85%, and capped at 130%
Performance
Level
Performance
as % Target
Award
as % Target
Threshold
75%
50%
Ratable Straight Line Basis
Target
100%
100%
Ratable Straight Line Basis
Overachieve-
ment
150%
150%
The aggregated threshold for the financial metrics
needs to be over 85% (i.e. the combination of revenue,
EBIT and FCF).
Performance and Award set at a minimum threshold
75% and capped at 130%.
Performance
Level
Performance
as % Target
Award
as % Target
Threshold
75%
50%
Ratable Straight Line Basis
Target
100%
100%
Ratable Straight Line Basis
Overachieve-
ment
150%
150%
Performance period
Full financial year 1 April 2023 to 31 March 2024.
Objectives
Financial: 75% based on EROAD’s performance
against the metrics of Reported Revenue, Group
EBIT and Free Cash Flow.
Non-Financial: 25% based on achievement of
selected strategic objectives. Each objective has
a specific target and stretch level of performance,
as described under the “Performance and pay
out leverage” section above. Each objective has
a specific target and stretch level of performance,
as described under the “Performance and pay out
leverage” section above.
Financial: 75% based on EROAD’s performance
against the metrics of Reported Revenue, Group EBIT
and Free Cash Flow.
Non-Financial: 25% based on achievement of selected
strategic objectives. Each objective has a specific
target and stretch level of performance, as described
under the “Performance and pay out leverage” section
above.
Objectives set
Following completion of financial year budgets.
Objectives
In relation to the CEO’s performance, the People
and Culture Committee makes a recommendation
to the Board.
The Co-CEOs review executive performance and
make a payment recommendation to the People and
Culture Committee.
The Board will, in its sole discretion, assess whether
the performance targets have been met within 2
months of the external auditor’s confirmation of the
accuracy of the fiscal year end results.
STI payment
The Board will, in its sole discretion, assess
whether the performance targets have been
met within 3 months of the external auditor’s
confirmation of the accuracy of the fiscal year end
results.
The FY24 STI Plan stipulates that payments, if any, are
made on an annual basis upon determination of the
STI Plan payment by the People & Culture Committee
and by the Co-CEOs for senior executives. However,
such payments are subject to the Board‘s approval
and at its sole discretion. If payment is to be made,
STI Plan payments will be paid within 2 months of the
external auditor’s confirmation of the accuracy of the
fiscal year end results and approval of the Board.
4 Co-CEO Mark Heine was under the CEO STI Plan in FY24. Co-CEO David Kenneson was not under this Plan as he joined near the end of FY24.
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EROAD REMUNERATION REPORT 2024
LTI Plan
EROAD’s LTI Plan was modified in FY24 to reflect the
findings of the independent compensation review and to
ensure EROAD is appropriately positioned in the market.
Under the modified LTI Plan, performance share rights
(“PSRs”) are issued to the CEO and other senior executives
which gives them the right to receive ordinary shares in
the Company after a specified period, subject to achieving
certain performance hurdles.
EROAD’s LTI Plan is designed to motivate and retain key
executive and senior employees who can influence the
company’s performance by offering performance-based
incentives that align with EROAD’s strategic objectives and
long-term value creation. The Board retains discretion over
the terms of a participant’s participation in the Plan (with the
agreement of the participant) or to amend the Plan Rules
or the terms of any grant if it considers the interests of the
participants are not materially affected. EROAD’s FY24 LTI
Grant provides for participants to be paid in shares or cash.
Historically, LTI Plan payments have typically been paid in
shares. In FY24, EROAD issued 1,493,098 PSRs to participants
under the FY24 LTI Grant.5
The FY24 LTI Grant is described below.
5 $2,226,156 remains as liability under the same Grant, subject to performance criteria being met. The Board intends to issue the FY24 LTI award as shares.
6 The Board intends to issue the FY24 LTI award as shares.
Element
Details
Purpose
Reward and retain key EROAD executives and senior leadership members for FY24 in order to deliver on FY24 goals, drive
longer-term performance, align incentives of the CEO with the interests of EROAD’s shareholders and encourage longer term
decision-making by Plan participants.
Mechanism and
performance
period
PSRs were issued in FY24 as part of a 3-year incentive programme that incorporates award types as described below. Awards
may be paid in either shares or cash, at the Board’s discretion.6
Performance
Metrics
Award type
Portion
of total
Vesting mechanics
intentions
Rationale
Weightings
Performance
range
Time Vested Units
1/3
Vests 100% at the
end of 3 years
Supports retention
and continuity of
key employees
while EROAD
implements and
executes its new
long-term strategy
100%
0% if not achieved
Performance-
Relative
Shareholder
Return (rTSR)7
1/3
Vests at the end
of 3 years based
on EROAD’s
rTSR against the
peers on the ASX
Technology Index
(XTX) over 3 years
of the plan
Focuses
management and
key employees
on building and
maintaining long-
term shareholder
value and
outperforming
relevant market
benchmarks
100%
From 0% - 200% of rTSR shares
vested, as follows:
• Under 40th percentile of XTX =
0% rTSR shares vested
• 40th percentile of XTX = 50%
rTSR shares vested
• 60th percentile of XTX = 100%
rTSR shares vested
• 80th percentile of XTX = 150%
rTSR shares vested
• 100th percentile of XTX = 200%
rTSR shares vested
Performance –
Absolute EROAD
Performance
(Revenue, EBIT,
FCF)
1/3
Vests at the end
of 3 years but
assessed as follows:
20% per annum
performance
segments based on
the 3-year budget
set at the beginning
of the LTI Plan and
40% 3-year
cumulative
segment
Focuses on
execution of the
long-term strategy
delivering revenue
growth, profitable
performance
and positive free
cashflow.
20% each
year and
40%
cumulative
at the end
of the
3-year
period.
From 85% - 130% depending on
achievement.
Failure to meet minimum threshold
of 85% means zero pay-out.
Opportunity
CEO: 100% of base salary
Executive Team: 50% of base salary
Eligibility
Requirements
Participants remain employed by EROAD and are not serving out a notice period at the date any payment is scheduled to be
paid.
A participant not been suspended, or subject to any disciplinary action or performance management process, during the
Performance Period.
Neither the participant, nor EROAD Limited or any of its related companies have been subject to any investigation,
prosecution or other action by a regulatory body, including in respect of non-compliance with health and safety legislation,
civil rights legislation, or holiday and leave legislation during the Performance Period.
Board
Discretion
Any payment by the Board is entirely discretionary. Even where Performance Metrics and Eligibility Requirements are met, the
Chair and/or EROAD Limited’s Board of Directors retain the sole discretion as to whether to pay an incentive and, if so, how
much.
7 rTSR or relative total shareholder return means EROAD’s total shareholder return compared to the peer companies’ total shareholder return on a relative basis.
rTSR is a measure of financial performance.
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EROAD REMUNERATION REPORT 2024
Incentivising appropriate risk-taking and risk management
also underpins our remuneration principles and our approach
is demonstrated in several ways:
• The People and Culture Committee has discretion to adjust
Variable Remuneration for STI Plan awards based on
EROAD’s financial performance and individual behaviour,
including adherence to the Code of Conduct and Risk
Appetite Statement.
• The Board administers all aspects of EROAD’s LTI Plan,
including the making of Grants and the exercise of Eligible
Share Rights.
• The Board retains sole discretion to issue shares relating to
the Performance Share Rights granted to employees upon
cessation of employment.
Variation of Terms
The Board may from time to time vary any terms of a
Participant’s participation in the company STI Plan or LTI
Plan, with the agreement of the participant.
EROAD’s Director and Executive Remuneration Policy
FY24 is available via EROAD’s investor website at
https://eroadglobal.com/investors/.
The number of executives to whom the Director and Executive
Remuneration Policy applies is 9 as at 31 March 2024. You can
read more about our executive team on page 48.
External and Independent Advice
During the year the People and Culture Committee sought
external and independent advice from Haigh & Company
to review and make recommendations on EROAD’s existing
remuneration framework for both staff and executive
employees for FY24 and beyond. In addition, EROAD
obtained guidance on employee remuneration for those
based in Australia and New Zealand from Strategic Pay and
sought advice from Insperity for employees based in North
America.
CEO AND CO-CEO REMUNERATION ARRANGEMENTS
AND OUTCOMES
CEO and Co-CEO Remuneration Arrangements
Mr Heine’s fixed remuneration remained at $700,000 for
FY24. In New Zealand, EROAD provides its employees with
subsidised healthcare and 3% employer contributions to
Kiwisaver, to which Mr Heine is entitled to receive. Mr Heine
is also eligible to receive up to 40% of his base salary as a
cash payment or share based payment under EROAD’s FY24
STI Plan, and up to 100% of his base salary under EROAD’s
3-year FY24 LTI Grant.
From March 2024 the Co-CEO’s salaries comprises of fixed
remuneration of NZD$700,000 per annum for Mr Heine
and USD$450,000 for Mr Kenneson. Variable remuneration
will comprise of STI Plan eligibility of up to 50% of fixed
remuneration per Co-CEO (NZD$350,000/USD$225,000) in
cash or shares, and LTI Plan eligibility of up to NZD$700,000/
USD$450,000 in cash or shares respectively under EROAD’s
FY25 grants. Entitlement under variable remuneration is
subject to performance criteria being met (disclosed above)
and is at the Board’s discretion. Mr Kenneson is entitled
to receive employment benefits including including 3%
employer contribution to 401K and standard employee
insurance covering long term disability and basic life
insurance. Mr Kenneson also receives healthcare subsidies,
which all employees are entitled to receive.
Co-CEO remuneration mix
42%
Fixed Rem
42%
LTI Potential
16%
STI Potential
The remuneration mix for the Co-CEOs is as follows:
CEO Remuneration Outcomes
The CEO remuneration outcomes for the last 5 years are:
Year
CEO
Gross Fixed
Remuneration8
STI Plan
LTI Plan
Total Value
of Variable
Remuneration
Total
Remuneration
Outcomes
STI Plan
award paid
in cash
Amount
paid
as % of
maximum
award
under STI
Plan
Value of
LTI Plan
grant
Vested9
Amount
paid
as % of
maximum
grant
under LTI
Plan
Price per
share at
vesting
date
FY20
Steven Newman
$603,796
$213,048
Not
previously
disclosed.
-
-
-
$213,048
$816,844
FY21
Steven Newman
$603,044
$133,902
Not
previously
disclosed.
-
-
-
$133,902
$736,946
FY22
Steven Newman
$677,618
$115,819
Not
previously
disclosed.
$394,658
Not
previously
disclosed.
Not
previously
disclosed.
$510,477
$1,188,095
FY23
Steven
Newman10
$435,843
-
$351,480
Not
previously
disclosed.
Not
previously
disclosed.
$351,480
$787,323
FY23
Mark Heine
(Acting CEO)11
$147,369
-
$160,846
Not
previously
disclosed.
Not
previously
disclosed.
$160,846
$308,215
FY23
Mark Heine
(Permanent
CEO)12
$575,215
-
-
Not
previously
disclosed.
Not
previously
disclosed.
-
$575,215
FY24
Mark Heine13
$716,838
$331,24014 67.6%15
$55,16916
100%17
$0.62
$386,409
$1,103,247
FY24
David Kenneson18 USD$34,091
-
-
-
-
-
$0
USD$34,091
8 Gross Fixed Remuneration includes base salary payments and other benefits such as Kiwisaver contribution paid at 3%, annual leave entitlements, backpay due to
pay increases and additional allowances e.g. “higher duties allowance”.
9 All LTI Plan grants were made by issuing PSRs that upon vesting, resulting in ordinary shares being issued to the CEO on a 1:1 basis.
10 Steven Newman resigned as CEO on 8 April 2022. Disclosures are made for his remuneration from 1 April to 8 April 2022. Steven Newman’s Gross Fixed
Remuneration includes holiday pay
11 Mark Heine was the acting CEO following Steven Newman’s resignation. Disclosures are made for Mark Heine’s remuneration in his role as acting CEO between 8
April 2022 to 20 June 2022.
12 Mark Heine was appointed as EROAD’s permanent CEO on 21 June 2022. Disclosures are made for Mr Heine’s remuneration as permanent CEO from 21 June 2022
to 31 March 2023.
13 Mark Heine was appointed Co-CEO from 5 March 2024, sharing the CEO duties and responsibilities with David Kenneson.
14 STI Plan payment relates to the FY23 reporting period and was paid to Mark Heine in FY24 in July 2023. This award relates to H2 FY23. No STI Plan payments
were made for H1 FY23.
15 The amount paid as a percentage reflects an assessment based on performance against targets in H2 FY23. No STI Plan payments were made for H1 FY243.
16 This award was made under EROAD’s FY23 LTI Grant. The FY23 Grant was made by issuing PSRs that upon vesting, resulted in ordinary shares being issued to
the CEO on a 1 : 1 basis. The value set out represents the market value of the shares issued to the CEO, calculated as the volume weighted average price (“VWAP”)
of ordinary shares on the NZX over the 20 day VWAP immediately prior to the issue of shares.
17 Mark Heine received 100% of PSRs granted to him under EROAD’s FY23 LTI Grant which transferred to him as ordinary shares on a 1 : 1 basis.
18 David Kenneson was appointed Co-CEO from 5 March 2024, sharing the CEO duties and responsibilities with Mark Heine.
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EROAD REMUNERATION REPORT 2024
19 Financial targets were weighted 60% and 27.6% of these were achieved. Non-financial targets were weighted at 40% and 40% achievement was awarded.
20 After the end of the third financial year, being 31 March 2026.
21 After the end of the third financial year, being 31 March 2026, EROAD’s rTSR is assessed against its peers on the ASX Technology Index (XTX) over the 3 years of
the LTI Grant, being FY24, FY25 and FY26.
22 Absolute performance will be assessed at 20% per annum for each of the 3 financial years contemplated by the Grant. The remaining 40% will be a cumulative
assessment made at the end of the 3-year grant period, being after 31 March 2026 pursuant to the FY24 LTI Grant.
CEO STI Outcomes
In FY24 and prior to the appointment of David Kenneson, CEO Mark Heine was under a CEO specific STI Plan. Mr Heine was
then newly appointed to the role and the Board wanted to ensure that his performance was evaluated separately from the
rest of the executive team. This was done to align his incentives with the specific financial goals he was tasked with achieving.
Mark Heine
STI Target
STI Awarded
Earned
% Earned of
Awarded
% of Target
Awarded
FY23
Up to 70% of
base salary
$490,000
67.6%
$331,240
$331,240
100%
67.6%19
FY24
Up to 40% of
base salary
$280,000
Not yet
determined
Not yet
determined
Not yet
determined
Not yet
determined
Not yet
determined
FY24 Performance Hurdles
STI Weighting
Core financial targets – revenue, EBIT and free cash flow
75%
Key strategic and operational goals
25%
CEO STI Outcomes
FY23 LTI Plan Performance Outcomes
Performance hurdles
LTI Plan Weighting
Weighted Outcome
Vesting date
Value
Time Vested Units
100%
100%
6 April 2023
$55,169
FY24 Performance Hurdles
CEO LTI Plan outcomes cannot yet be disclosed as performance will be assessed after 31 March 2026 pursuant to EROAD’s
3-year FY24 LTI Grant.
Performance hurdles
Portion of total
Weighted Outcome
Weighted Outcome
Assessed
Time Vested Units
1/3
100%
Not yet determined
At the end of 3 years.20
Performance - rTSR
1/3
up to 200%
Not yet determined
At the end of 3 years.21
Performance – Absolute
EROAD Performance
(Revenue, EBIT, FCF)
1/3
85-130%
Not yet determined
At the end of 3 years.22
PSRs Granted to Co-CEO Mark Heine during FY24
A summary of the outstanding PSRs granted to the CEO under the FY23 LTI Grant and FY24 LTI Grant as at 31 March 2024 is
as follows:
PSR
grant
date
Vesting
date
Balance
of PSRs
at 31
March
2023
Granted during the
reporting period
PSRs vested/lapsed
in relation to the
reporting period
Shares issued in relation to the
reporting period
Balance
of PSRs
at 31
March
20243
PSRs
granted
Market
Price per
share
at grant
date
PSRs
lapsed
PSRs
vested
Shares
issued
following
vesting
Market
Price per
share
at issue
date
Issue
date
13 October
2022
31 March
2023
88,983
0
N/A
0
88,983
88,983
$0.62
6 April
2024
0
6 July
2023
31 March
2026
0
295,312
$1.01
N/A
N/A
N/A
N/A
N/A
295,312
Co-CEO Shareholdings as at 31 March 2024
Ordinary Shares
Balance at 1 April
2023
FY23 LTI Grant
Vested
Participation in
Placement
Participation in
Rights Offer
Balance at 31 March
2024
Mark Heine, co-CEO
101,085
88,983
30,000
92,266
312,334
David Kenneson, co-CEO
-
-
-
-
-
Co-CEO employment conditions
Item
Details
Basis of contract
Ongoing (no fixed term)
Notice period
6 months by either party
Termination payment entitlements
For no fault termination or redundancy, the CEO will receive a severance payment equivalent to 6
months base salary and STI Plan awards may be paid out at the Board di scretion.
Base salary
Subject to annual review (but no adjustments to base salary are guaranteed)
Key performance summary - TSR performance
EROAD will include a total shareholder return (rTSR) performance graph in its FY26 Remuneration Report to align with the
assessment of performance hurdles pursuant to the FY24 LTI Grant.
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EROAD REMUNERATION REPORT 2024
24 Calculated by taking a weighted approach to headcount per region to avoid fx fluctuations impacting gender pay gap representations. Regional
paygaps were calculated for separately then combined into a global paygap based on the number of employees in each region to remove the potential
distortion from different currencies and the regional purchasing power of equivalent salaries.
ESG Disclosures
EROAD’s gender pay gap currently stands at 17% (median) and 14% (weighted mean) when measured across all employees and all
regions.24 EROAD is committed to closing the gender pay gap and has a number of initiatives underway. You can read more about
this in the “Our People” section of this Annual Report.
Annual Total compensation ratio (GRI Disclosure 2-21)
Ratio of the annual total compensation for EROAD’s highest paid
individual to the median annual total compensation for all employees
(excluding the highest paid individual).
6:1
Ratio of the percentage increase in annual total compensation for
EROAD’s highest-paid individual to the median percentage increase
in annual total compensation for all employees (excluding the
highest-paid individual).
The highest paid employee did not receive an increase in FY24. The
ratio for all other employees, excluding the highest paid individual was
0 : 4.
Ratio of basic salary and remuneration of women to men (GRI Disclosure 2-21)
New Zealand
1 : 1.2
Australia
1 : 0.9
United Sates of America
1 to 1.1
EMPLOYEE REMUNERATION
The following table sets out the number of current and
former employees (other than employees who are directors)
whose remuneration and other benefits for FY24 was above
NZ$100,000 in value.
EROAD has employees in New Zealand, the United States
and Australia with remuneration market levels which differ
between the three countries. Of EROAD’s 324 employees
noted in the table below who received remuneration and other
benefits that exceed NZ $100,000 in value, 97 (29.9 %) are
employed by EROAD in the United States of America, 13 (4 %)
in Australia and 214 (66.05 %) in New Zealand. The overseas
remuneration amounts in US dollars and Australian dollars are
converted into New Zealand dollars at rates of 0.596725 and
0.91532426 respectively.
NZ$
Total
100,000 - 110,000
35
110,000 - 120,000
23
120,000 - 130,000
22
130,000 - 140,000
33
140,000 - 150,000
30
150,000 - 160,000
28
160,000 - 170,000
26
170,000 - 180,000
16
190,000 - 200,000
16
200,000 - 210,000
17
210,000 - 220,000
13
220,000 - 230,000
1
230,000 - 240,000
7
240,000 - 250,000
7
250,000 - 260,000
3
260,000 - 270,000
5
270,000 - 280,000
4
280,000 - 290,000
5
290,000 - 300,000
3
320,000 - 330,000
4
300,000 - 310,000
6
310,000 - 320,000
1
320,000-330,000
1
330,000-340,000
4
360,000 - 370,000
1
380,000-390,000
1
390,000-400,000
1
430,000 - 440,000
1
440,000-450,000
1
460,000 - 470,000
2
470,000-480,000
1
490,000-500,000
1
530,000-540,000
1
680,000-690,000
1
700,000 – 710,000
1
870,000-880,000
1
1,040,000-1,050,000
1
1,260,000-1,270,000
1
Total
324
25 Australian fx rate as at 31 March 2024.
26 United States fx rate as at 31 March 2024.
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EROAD REMUNERATION REPORT 2024
DIRECTOR REMUNERATION
The People and Capability Committee is responsible for
establishing and monitoring remuneration policies and
guidelines for directors which enable EROAD to attract,
motivate and retain a high calibre of directors who will
contribute to the successful governing of EROAD and create
value for shareholders.
When determining the fees for non-executive directors and
Chairs of the Board and our committees, the Board considers
the need to maintain appropriately experienced and qualified
directors in accordance the fee levels for comparable listed
companies in New Zealand, Australia and United States.
Independent external advice on director remuneration was
obtained from PwC in FY22. EROAD’s Director and Executive
Remuneration Policy FY24 is available via EROAD’s investor
website at https://eroadglobal.com/investors/.
The directors who held office during FY24 are as follows:
Position
Country of residence
Period position was
held during FY24
Graham Stuart27
Chair
Independent Director
New Zealand
Until 10 July 2023
From 10 July 2023
Barry Einsig
Independent Director
United States
Full year
Tony Gibson28
Independent Director
New Zealand
Until 1 August 2023
Susan Paterson29
Chair
Independent Director
New Zealand
Until 10 July 2023
From 10 July 2023
Sara Gifford
Independent Director
United States
Full year
Selwyn Pellett
Non-Executive Director
New Zealand
Full year
David Green
Independent Director
New Zealand
From 1 August 2023
Cameron Kinloch
Independent Director
United States
From 28 March 2024
27 Graham Stuart resigned from his role as Chair on 10 July 2023. He resigned from the Board on 31 March 2024.
28 Tony Gibson retired from the Board following EROAD’s FY23 Annual Shareholders’ Meeting on 28 July 2023.
29 Susan Paterson assumed the role of Board Chair on 10 July 2023.
In 2021 the total non-executive director remuneration pool
was fixed at $850,000. In 2024 the director fee pool was
increased to $900,000 in accordance with NZX Listing Rule
2.11.3. The Board approved a small increase to the director
fee pool to accommodate the increased number of directors
from the number of directors when the director fee pool was
approved. Under the company Remuneration Policy, non-
executive directors do not receive any performance-based
remuneration and no retirement payments are made to
directors or executive employees for their service.
Annual fees payable for FY24 to non-executive directors are
as follows:
Country of residence
Chair
Director30
Finance, Risk and
Audit Committee
Chair31
People and Culture
Committee Chair32
Nominations
Committee Chair33
Technology
Committee Chair**
New Zealand ($NZD)
150,000
95,000
15,000
12,000
-
Australia ($AUD)
95,000
-
United States ($USD)
96,000
-
12,000
EROAD does not intend to increase the base fees for
directors over the next year without shareholder approval
(unless done so in accordance with NZX Listing Rule 2.11.3 to
accommodate the appointment of an additional director).
Any unallocated capacity remaining in the annual director
fee pool is reserved to provide flexibility for the remuneration
of non-executive directors who assume additional
responsibilities throughout the year, such as attending ad hoc
Board committee meetings or performing additional services
for EROAD in their capacity as directors. No such additional
remuneration was paid to directors in FY24.
30 EROAD’s Remuneration Policy allows for additional payments to be made to directors for specific projects they are involved in, including chairing committees.
31 EROAD does not pay committee members additional fees for their roles on such committees.
32 EROAD does not pay committee members additional fees for their roles on such committees.
33 No additional payment made to the Nominations Committee Chair or members
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EROAD REMUNERATION REPORT 2024
Non-executive directors received the following directors’
fees from EROAD in the year ended 31 March 2024. All
fees are in NZD unless otherwise indicated:
Base fee
Chair
Fee for
Finance, Risk
and Audit
Committee
Chair
Fee for
Remuneration,
Talent and
Nomination
Committee
Chair
Fee for People
and Culture
Committee
Chair
Fee for
Nominations
Committee
Chair
Fee for
Technology
Committee
Chair
Total
remuneration
received for
FY24
Graham
Stuart
$69,059.20
$41,129.0334
$9,249.3635
-
-
$119,437.59
Barry
Einsig
USD$96,000
-
-
-
USD $12,000
USD$108,000
Tony
Gibson
$31,666.68
-
$4,00036
-
$35,666.6837
Susan
Paterson
$25,940.83
$108,870.9438
$4,112.9139
-
$040
-
$138,924.68
Selwyn
Pellett
$94,999.92
-
-
-
$94,999.92
Sara
Gifford
USD$96,000
-
USD $6,000
-
USD$102,000
David
Green
$63,333.2841
$1,661.0642
$64,994.34
Cameron
Kinloch
USD$1,032.2643
USD$1,032.26
Non-executive directors do not take a portion of
their remuneration under a share plan. Ownership of
EROAD shares by Directors is encouraged rather than
a requirement. When Directors are acquiring shares
they are encouraged to buy on-market. Their ownership
interests are disclosed in the “Directors’ Shareholdings”
section of this report.
34 Graham Stuart held the role of Board Chair from 1 April 2023 – 10 July 2023.
35 Graham Stuart held the role of FRAC Chair from 10 July 2023.
36 Tony Gibson held the role of RTNC Chair from 1 April – 28 July 2023. The RTNC was bifurcated on 19 September 2023 into the People and Culture
Committee and the Nominations Committee.
37 Tony Gibson retired from the Board on 28 July 2023.
38 Susan Paterson held the role of Board Chair from 10 July 2023.
39 Susan Paterson held the role of FRAC Chair from 1 April 2023 – 10 July 2023.
40 Susan Paterson assumed the role of Nominations Committee Chair on 19 September 2023. No Chair fee is paid to any director who Chairs the
Nominations Committee.
41 David Green was appointed to the Board on 1 August 2023.
42 David Green assumed the role of FRAC Chair on 20 February 2024.
43 Cameron Kinloch was appointed to the Board on 28 March 2024.
Non-executive directors are entitled to be reimbursed
for reasonable costs directly associated with attending
the Board meetings. Executive directors do not receive
remuneration for their role as a director of EROAD.
EROAD does not currently have any executive directors.
No EROAD director or employee receives or retains any
remuneration or other benefits in their capacity as a
director of that subsidiary.
Regulatory disclosures
PAGE 142
PAGE 143
DIRECTORS
The persons who held office as directors of EROAD Limited
at any time during the year ended 31 March 2024, are as
follows:
Director
Status
Period position
was held
Susan Paterson
Non-Executive,
Independent Director
Chair
Until 10 July 2023
From 10 July 2023
David Green
Non-Executive,
Independent Director
From 1 August 2023
Graham Stuart
Chair
Non-Executive,
Independent Director
Until 10 July 2023
From 10 July 2023
Barry Einsig
Non-Executive,
Independent Director
Full year
Selwyn Pellett
Non-Executive Director
Full year
Sara Gifford
Non-Executive,
Independent Director
Full year
Cameron
Kinloch
Non-Executive,
Independent Director
From 28 March 2024
Anthony Gibson
Non-Executive,
Independent Director
Until 28 July 2023
SUBSIDIARY COMPANY DIRECTORS
The persons who held office as directors of subsidiary
companies at any time during the year ended 31 March 2024
are as follows:
EROAD Financial
Services Limited
Margaret Warrington
EROAD Australia Pty
Limited
Margaret Warrington, Konrad Stempniak
EROAD Inc.
Margaret Warrington
EROAD LTI Trustee
Limited
Margaret Warrington
Coretex Limited
Konrad Stempniak, Margaret Warrington
Coretex NZ Limited
Konrad Stempniak, Margaret Warrington
Coretex Australia
Pty Ltd
Konrad Stempniak, Margaret Warrington
Coretex USA Inc
Mark Heine, Margaret Warrington
Imarda Pty Limited
Konrad Stempniak, Margaret Warrington
International
Telematics Holdings
Limited
Konrad Stempniak, Margaret Warrington
INTERESTS REGISTER
In accordance with section 140(2) of the Companies Act,
the directors named below have made a general disclosure
of interest by a general notice disclosed to the Board and
entered in the Company’s interests register. General notices
given by directors which remain current as at 31 March 2024
are as follows:
Susan Paterson
Director
Arvida Group Limited
Director
Les Mills Holdings Limited
Director (Chair)
Steel & Tube Holdings Limited
Director (Chair)
Theta Systems Limited
Director
Lodestone Energy
Member
Leadership Group of the Aotearoa Circle
Development an Energy Strategy for NZ
Director
Reserve Bank of New Zealand
Director (Chair)
Evolution Healthcare
Graham Stuart
Director
Tower Insurance Limited
Director and
Shareholder
Leroy Holdings Limited
Director
VinPro Limited
Director
Northwest Healthcare Properties
Management Limited (Northwest
manages the Vital Healthcare Property
Trust)
Director
Comhla Vets Limited
Consultant
FTP Solutions Pty Limited
Director
Nexus Global Limited
EROAD ANNUAL REPORT 2024
* Interest added during FY24
PAGE 144
PAGE 145
David Green
Independent Director
and member of
the Board Risk
and Compliance
Committee and
Board Audit
Committee
Westpac New Zealand Limited
Chair
BT Funds Management (NZ) Limited
Chair and
Independent Director
MyFarm UF1 GP Limited
Director and
Shareholder
Abner & Hobson Limited
Director and
Shareholder
Casa Verde Investments Limited
Barry Einsig
Founder
Barry C. Einsig Advisory Services LLC
Selwyn Pellett
Director and
Shareholder
PACE Limited
Director and
Shareholder
Storm Distribution Limited
Director and
Shareholder
Swaytech Limited
Director and
Shareholder
Swayevents Limited
Shareholder
Contex Engineers Limited
Director and
Shareholder
Streamline Business NZ Limited
Director and
Shareholder
Streamline Business Group Limited
Director and
Shareholder
KTX Limited
Director and
Shareholder
AIGA Limited
Director
Acume Limited
Director
Ripple 4 Charities Limited
Director
Admin Army Limited
Director and
Shareholder
Reyburn Investments Limited
Shareholder
Aegis Ceramic Coatings Ltd*
Director and
Shareholder
Functional Coatings Holdings Limited*
Director and
Shareholder
Manu Investments Limited *
Director and
Shareholder
Bailey Ventures Ltd*
Director and
Shareholder
Wonderstay Limited*
Sara Gifford
Director and
Shareholder
Spiro
Co-Founder, Director
and Shareholder
ActiVote Inc
Cameron Kinloch
Director
Copper Cow Coffee
CFO
Weights and Biases, Inc
SHARE DEALINGS BY DIRECTORS
In accordance with Section 148(2) of the Companies Act, the
Board has received disclosures from the directors named
below of acquisitions or dispositions of relevant interests in
the Company between 1 April 2023 and 31 March 2024, and
details of those dealings were entered in the Company’s
interests register. The particulars of such disclosures are:
Susan Paterson
1. Acquired 142,857 ordinary shares at $0.70 per share on 18
September 2023.
2. Acquired 8,039 ordinary shares at $0.70 per share on 2
October 2023.
David Green
1. Acquired 142,857 ordinary shares at $0.70 per share on 18
September 2023.
2. Acquired 27,143 ordinary shares at $0.70 per share on 20
September 2023.
Graham Stuart
1. Acquired 15,379 ordinary shares at $0.70 per share on 18
September 2023.
2. Acquired 50,970 ordinary shares at $0.70 per share on 2
October 2023.
Barry Einsig
1. Acquired 73,091 ordinary shares at $0.70 per share on 18
September 2023.
Selwyn Pellett
1. Acquired 340,568 ordinary shares at $0.70 per share on 18
September 2023.
2. Acquired 1,013,826 ordinary shares at $0.70 per share 2
October 2023.
Sara Gifford
1. Acquired 357,142 ordinary shares at $0.70 per share on 18
September 2023.
Use of Company Information
There were no notices from directors of the Company
requesting to use Company information received in their
capacity as directors that would not otherwise have been
available to them.
DIRECTORS’ AND OFFICERS’ INSURANCE AND
INDEMNITY
EROAD has arranged, as provided for under the Company’s
constitution, policies of directors’ and officers’ liability
insurance which, with a Deed of Indemnity entered into
with all directors, ensures that generally directors will incur
no monetary loss as a result of actions undertaken by them
as directors. Certain actions are specifically excluded, for
example, the incurring of penalties and fines that may be
imposed in respect of breaches of the law.
DIRECTORS RELEVANT INTERESTS
The following directors held relevant interests in the following
ordinary shares in the Company as at 31 March 2024:
Name
Ordinary shares
Susan Paterson
167,457
David Green
170,000
Graham Stuart
171,349
Barry Einsig
73,091
Selwyn Pellett
3,442,887*
Sara Gifford
357,142
Cameron Kinloch
-
*Includes shares held by Selwyn Pellett and Tracey Herman as trustees of the
Selwyn Pellett Family Trust (of which Selwyn Pellett is a beneficiary) and
Shares held via Sharesies Nominee Limited as custodian.
ANNUAL SHAREHOLDERS’ MEETING
EROAD’s 2024 annual shareholders’ meeting will be held at
1:00pm NZT at Eden Park, Loyalty Lounge, 42 Reimers Ave,
Kingsland, Auckland 1024, New Zealand and virtually via
audio visual link on Wednesday 26 June 2024.
EROAD ANNUAL REPORT 2024
PAGE 146
PAGE 147
SHAREHOLDER INFORMATION
Holding Range
Number of holders
%
Number of
ordinary shares
%
1 to 999
1,318
34.48
513,983
0.28
1,000 to 4,999
1,329
34.77
3,062,155
1.66
5,000 to 9,999
396
10.36
2,728,760
1.48
10,000 to 49,999
566
14.81
11,828,392
6.40
50,000 to 99,999
97
2.54
6,665,905
3.61
100,000 and over
116
3.04
160,021,827
86.59
Total
3,822
100
184,821,022
10044
The details set out above were as at 31 March 2024. The
Company only has one class of shares on issue, ordinary
shares, and these shares are quoted on the NZX and ASX
Main Boards.
SUBSTANTIAL PRODUCT HOLDERS
According to notices given under the FMC Act, the
substantial product holders in ordinary shares (being the only
class of quoted voting products) of the Company and their
relevant interests according to the substantial product holder
noticed filed as at 31 March 2024, were as follows:
Substantial product holder
Date of Notice
during FY24
Number
of shares
% of shares on issue at
31 March 2024
Brillian APAC Pty Ltd
10/07/2023
21,198,461
18.74
Regal Funds Management Pty Ltd
05/10/2023
16,634,094
9.01
National Nominees Ltd ACF Australian Ethical Investment Limited
05/03/2024
14,623,500
7.91
Steven Newman and NMC Trustees Limited
18/01/2024
13,465,011
7.29
The total number of ordinary shares (being the only class of
quoted voting products) on issue in the Company as at 31
March 2024 was 184,821,022.
Shareholder
information
44 Rounded to 100% from 100.01%.
PRINCIPAL SHAREHOLDERS
The names and holdings of the 20 largest registered
shareholders in the Company as at 31 March 2024 were:
Holder Name
Shares
%
Citibank Nominees (New Zealand) Limited – NZCSD
22,937,022
12.41
Brillian APAC Pty Ltd
21,318,415
11.53
NMC Trustees Limited
13,112,942
7.09
HSBC Custody Nominees (Australia) Limited
10,267,757
5.56
BNP Paribas Nominees (NZ) Limited – NZCSD
9,595,502
5.19
Citicorp Nominees Pty Limited
7,735,564
4.19
Anthony Henry Kandziora
7,000,000
3.79
HSBC Nominees (New Zealand) Limited – NZCSD
6,143,991
3.32
Accident Compensation Corporation- NZCSD
4,892,765
2.65
FNZ Custodians Limited
4,875,591
2.64
National Nominees Limited
4.364,228
2.36
New Zealand Depository Nominee Limited
4,007,305
2.17
Selwyn Pellett & Tracey Herman – Selwyn Pellett Family Trust
3,442,877
1.86
JP Morgan Nominees Australia Limited
2,814,056
1.52
BNP Paribas Nominees Pty Ltd
2,804,601
1.52
J E & A L Marris Trustees Limited
2,368,536
1.28
Custodial Services Limited
2,115,139
1.14
BNP Paribas Noms Pty Ltd
1,947,329
1.05
Movac Fund 4 Custodial Limited
1,760,467
0.95
John Grant Sinclair
1,582,861
0.86
EROAD ANNUAL REPORT 2024
PAGE 148
PAGE 149
NZX WAIVERS
In relation to the capital raising announced on 7 September
2023, EROAD was granted a waiver in respect of NZX Listing
Rule 4.19.1 to the extent that this Rule would prohibit the
allotment of Shares in respect of subscriptions received from
Volaris under the Equity Raising later than 10 Business Days
after the closing date for the Placement and Institutional
Entitlement Offer. A copy of the waiver is available on
EROAD’s NZX Announcement page.
DISCIPLINARY ACTION TAKEN BY THE NZX
The NZX has not taken any disciplinary action against the
Company during the year ended 31 March 2024.
AUDITOR’S FEES
KPMG has continued to act as auditor of EROAD and our
subsidiaries. The amount payable by EROAD and our
subsidiaries to KPMG as audit fees during the year ended
31 March 2024 was $0.6m. The amount of fees payable to
KPMG for non-audit work during the year ended 31 March
2024 was $0.4m. Note 5 in the Financial Statements section
of this Annual Report includes a detailed breakdown of
auditor’s fees for audit and non-audit work.
DONATIONS
EROAD does not make any political donations. We made
donations totalling $56,000 during the year ended
31 March 2024.
CREDIT RATING
EROAD does not currently have a credit rating.
Other
information
Directory
Registered Office
in New Zealand
Registered Office
in North America
Registered Office
in Australia
Level 3, 260 Oteha Valley Road,
Albany, Auckland, New Zealand
15110 Avenue of Science,
Suite 100, San Diego,
United States of America 92128
1 Link Road, Zetland, New South
Wales 2017, Australia
Investor Relations
and Sustainability
Enquiries
Managing your
Shareholding Online
Share Register -
New Zealand
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, PwC Tower, 15 Customs
Street West, Auckland 1010
PO Box 2206, Auckland 1140
Bank of New Zealand
ANZ Bank New Zealand Ltd
Kiwibank Limited
National Australian Bank
Wells Fargo
HSBC
EROAD ANNUAL REPORT 2024
PAGE 150
PAGE 151
EROAD ANNUAL REPORT 2024
Glossary
ANNUALISED MONTHLY RECURRING
REVENUE (AMRR)
A non-GAAP measure representing monthly Recurring
Revenue for the last month of the period, multiplied by 12. It
provides a 12 month forward view of revenue, assuming unit
numbers, pricing and foreign exchange remain unchanged
during the year.
ASSET RETENTION RATE
The number of Total Contracted Units at the beginning of
the 12 month period and retained as Total Contracted Units
at the end of the 12 month period, as a percentage of Total
Contracted Units at the beginning of the 12 month period.
COREHUB
EROAD’s next generation telematics hardware that collects
rich data, meets electronic logging device certification.
COSTS TO ACQUIRE CUSTOMERS (CAC)
A non-GAAP measure of costs to acquire customers. Total CAC
represents all sales & marketing related costs. CAC capitalised
includes incremental sales commissions for new sales,
upgrades and renewals which are capitalised and amortised
over the life of the contract. All other CAC related costs are
expensed when incurred and included within CAC expensed.
COSTS TO SERVICE & SUPPORT (CTS)
A non-GAAP measure of costs to support and service
customers. Total CTS represents all customer success
and product support costs. These costs are included in
Administrative and other Operating Expenses.
CALENDAR YEAR (CY)
12 months ended 31 December.
EBITDA
A non-GAAP measure representing Earnings before Interest,
Taxation, Depreciation and Amortisation (EBITDA). Refer
Consolidated Statement of Comprehensive Income in
Financial Statements.
EBITDA MARGIN
A non-GAAP measure representing EBITDA divided
by Revenue.
EHUBO, EHUBO2 and EHUBO 2.2
EROAD’s first and second generation electronic distance
recorder which replaces mechanical hubo-dometers. Ehubo
is a trade mark registered in New Zealand, Australia and the
United States.
ELECTRONIC LOGGING DEVICE (ELD)
An electronic solution that synchronises with a vehicle
engine to automatically record driving time and hours of
service records.
ENTERPRISE
A fleet of more than 500 vehicles in North America and more
than 150 vehicles in Australia or New Zealand.
FREE CASH FLOW
A non-GAAP measure representing operating cash flow and
investing cash flow reported in the Statement of Cash Flows.
FUTURE CONTRACTED INCOME (FCI)
A non-GAAP measure which represents contracted Software
as a Service (SaaS) income to be recognised as revenue in
future periods. Refer Revenue Note 2 of the FY23 Financial
Statements.
FINANCIAL YEAR (FY)
Financial year ended 31 March.
HALF ONE (H1)
For the six months ended 30 September.
HALF TWO (H2)
For the six months ended 31 March.
MONTHLY SAAS AVERAGE REVENUE
PER UNIT (ARPU)
A non-GAAP measure that is calculated by dividing the total
SaaS revenue for the year reported in Note 2 of the FY23
Financial Statements, by the TCU balance at the end of each
month during the year.
NORMALISED EBITDA
Excludes one-off items including acquisition accounting
adjustments ($9.6m) and integration costs ($3.4m). FY22
normalisations include acquisition accounting revenue
($1.3m) , due diligence costs ($2.0m), transaction costs
($1.6m), and integration costs ($4.0m).
NORMALISED EBITDA MARGIN
Excludes one-off items, consistent with the definition
provided for Normalised EBITDA
NORMALISED REVENUE
Excludes the one-off acquisition accounting revenue in FY23
($9.6m).
ROAD USER CHARGES (RUC)
In New Zealand, RUC is applicable to Heavy Vehicles and all
vehicles powered by a fuel not taxed at source. The charges
are paid into a fund called the National Land Transport Fund,
which is controlled by NZTA, and go towards the cost of
repairing the roads.
SAAS
Software as a Service, a method of software delivery in which
software is accessed online via a subscription rather than
bought and installed on individual computers.
SAAS REVENUE
Software as a service (SaaS) revenue represents revenue
earned from customer contracts for the sale or rental of
hardware, installation services and provision of software
services.
TOTAL CONTRACTED UNITS
Represents EROAD and Coretex branded units subject to a
customer contract both on Depot and pending instalment and
Coretex branded units currently billed.
UNIT
A communication device fitted in-cab or on a trailer. Where
there is more than one unit fitted in-cab or on a trailer, it is
counted as one unit (excluding Philips Connect).
360
A web-based platform that allows customers to access data
collected by CoreHub and the associated reports.