Plexure Group Limited Annual Report 2021

Plain-text annual report

Annual Report 2021Others Guess,Plexure Knows02 ANNUAL REPORT 202103 Contents 04 About Plexure 05 Highlights 06 Chairman’s Review 10 CEO’s Review 12 15 Consolidated Financial Statements 19 Notes to the Consolidated Financial Independent Auditor’s Report Statements 42 Supplementary Financial Information 43 NZX Governance Report 55 Additional NZX Disclosure 59 Directory ANNUAL REPORT 202104 About Plexure Next generational customer engagement Plexure is a leading provider of customer engagement solutions. We harness the power of data to create magical moments between brands and consumers. Plexure works with McDonald’s in 63 markets around the world, White Castle, Super Indo (part of the Ahold Delhaize group) and Loyalty NZ. Founded in 2010, dual listed on the NZX and ASX (PX1), Plexure has people situated in Tokyo, Copenhagen, London, Atlanta and Auckland. Plexure employs 150 staff, 90 of which are developers. Investor Dates The 2021 Annual Meeting of shareholders will be held on Tuesday, 21st September at 3pm (New Zealand time) venue to be announced. ANNUAL REPORT 202105 Highlights 1. 224 million end-users in 64 countries and 40 languages 2. SOC2 Type 2 compliance obtained 3. IP portfolio commenced with patents pending 4. Re-launch of Plexure Analytics 5. Named in 2020 Gartner Magic Quadrant for MMPs 6. Over-subscribed capital raise and SPP 7. Secondary listing on ASX 8. 15% total revenue growth ANNUAL REPORT 202106 Chairman’s Review Dear Shareholder, Over the course of the financial year ended 31 March 2021, the Company continued to build on the financial foundations laid down over the previous three years. Revenues from existing customers have continued In November 2020, Plexure was the only New Zea- to grow, although the rate of growth has slowed land company to be named in the Gartner Magic compared to previous years with COVID-19 restric- Quadrant for Mobile Marketing Platforms. We tions on indoor dining impacting billable platform believe this accolade affirms Plexure’s position as activity. a global leader in mobile marketing and recognises the Company’s depth of experience and technical The pandemic has also slowed new customer capability in delivering highly personalised expe- acquisition, with prospective customers taking riences for consumers. Receiving this external longer to make decisions about implementing new validation from such a prestigious organisation has technology solutions. lifted our profile internationally and we continue to leverage it to enhance the credibility and aware- Notwithstanding adverse market conditions, we ness of our brand. closed out the year with over 224 million end-users on the platform in 64 countries. We are currently The capital raising of NZ$31.6m and secondary list- delivering approximately 735 million push messag- ing on the ASX was a significant focus for the Board es per month in 40 different languages and we are and the senior leadership team in the latter part continuing to invest to ensure the platform per- of 2020. A further NZ$5m was raised via a Share forms at scale as these numbers steadily increase. Purchase Plan (SPP) in New Zealand, bringing the ANNUAL REPORT 202107 total new cash raised to NZ$36.6m. At year-end, this figure ending up with a staff count of 150 at 31 our total cash reserves totalled NZ$42.4m. March 2021. Like others in the technology sector, the immigration freeze has significantly impacted Our healthy cash resources will allow the Company our ability to secure top talent, particularly for highly to comfortably fund future growth plans, in partic- technical roles. We have appointed a People and ular investment in new products, improved tech- Culture Director and continue to explore ways to nology and a greater physical presence in our key address this. target markets around the world. We have accelerated investment in our product whilst we moved from a profit of $1.0m to a loss portfolio and our technology capability, specifically of $7.9m. The loss was driven by our increased continuing to develop our Artificial Intelligence (AI) investment in people as we scale the business, and Machine Learning (ML) engines. This ensures a strategy which was the precursor for our capital Overall revenue increased by 15% to $29.2m, that we remain a leader in data-driven analytics to raising. enable our customers to deliver highly relevant per- sonalised offers to their consumers. We have also FY21 was an extraordinarily difficult year but despite increased our investment in our sales and market- ing functions to help secure new international cus- the adverse market conditions caused by the pan- demic, the Company achieved year-on-year sales tomers and improve the management of existing growth while also investing in a number of product customers as their business with us grows. and technology initiatives designed to increase Our original headcount target for FY21 was to have to operate at an ever increasing scale. Thus, we 190 staff by year-end, however we fell short of remain confident about our future growth potential. the appeal of our market proposition and allow us Total revenue Revenue from contracts with customers Net (loss)/profit after tax Cash at bank (including term deposits) Staff (FTE’s and contractors) 2021 2020 Change Change $’000s 29,362 29,150 (7,930) 42,353 150 $’000s 25,503 25,251 1,007 14,219 139 $’000s 3,859 3,899 (8,937) 28,134 11 % 15 15 (887) 198 8 Financial Performance 53% to $36.935m compared to the previous year ($24.219m). Of the $12.716m increase in costs, Our financial results for FY21 are reflective of our wage and staff costs contributed 59% of that growth strategy. The Board undertook the capital increase, while platform and IT costs contributed raising to accelerate new product and feature 23%. development and the platform enhancements required to support much larger user numbers Revenue from existing customers grew 15% and activity levels. We have also bolstered the to $29.150m compared to the previous year Company’s sales and marketing capability. As ($25.251m). Recurring revenue (representing a result, our operating cost base increased by licence and support fees) increased by $2.199m ANNUAL REPORT 2021 08 or 14% to $18.315m, while non-recurring reve- COVID-19 Impact nue increased by $1.929m, or 22% to $10.835m. Non-recurring revenue is funded development In March 2020, we updated the market signalling and consulting services undertaken for cus- there would be no COVID-19 impact on the finan- tomers. There has been a consistent pipeline of cial result for FY20. non-recurring revenue over the past few years and this will continue for the foreseeable future. Although revenue has continued to grow through FY21, the rate of growth slowed as the impact of The increase in platform users and activity has COVID-19 precipitated a slowdown in new sales elevated IT costs from $6.473m to $9.337, up activity coupled with lower volumes of activity from 44%, which included some dual running costs existing customers. as we moved parts of our platform between cloud providers. Re-architecting and modernis- During the pandemic, supermarkets shifted focus ing the platform remains a key focus for the from incentivising store visits and increasing bas- business. ket size, to keeping up with increasing demand and alternative fulfilment models (home delivery/ The end of year staff headcount increased by 8% from 139 to 150. Salary and contractor costs pickup). Quick Service Restaurants (QSR’s) have faced disruption to their traditional operating mod- increased by $7.479m to $20.295m. This is els, with lockdowns forcing store closures as well largely due to investment in our engineering as staffing and supply chain issues. The flow-on teams as we continue to enhance and grow our effect has impacted the conversion of sales pros- technology capability. pects in our key target markets, which is reflected in the slower year-on-year revenue growth. Expenses associated with the capital raising and ASX listing process were the major factors for Market conditions improved in the second half of the increase in professional costs of $1.6m. the year, however several deals stalled in the final stages. We remain confident that they will come Other (losses)/gains show a loss of $0.667m to fruition in time. compared to a gain of $0.420m last year. This is largely driven by a foreign exchange loss of One unforeseen implication of the pandemic has $0.150m compared to last year’s foreign ex- been on our ability to recruit and retain talent. We change gain of $0.803m. Significant strengthen- planned to grow staff levels to 190 by the end of ing of the New Zealand dollar over the course of the financial year, but ended the year with 150. At- the year has predicated this shift. tracting and retaining talent is vital for the Compa- ny’s continued growth and is a key area of focus The net loss after tax for the period attributable to for the senior leadership team at the moment. shareholders increased by $8.937m to $7.930m. Cash Position Business Strategy and Sales Our overarching ambition of being a world lead- As at 31 March 2021, the Company had $42.4m er in highly personalised mobile engagement of cash at bank (including term deposits). During experiences for enterprise level, high-frequency the year $31.6m was raised via a secondary retailers remains our goal. Our intelligent platform listing on the ASX together with a further $5.0m can improve business metrics for global brands from a New Zealand Share Purchase Plan (SPP). by increasing customer numbers, frequency of ANNUAL REPORT 202109 visit, average transaction values, share of wallet look to acquire the senior leaders required to grow and overall customer satisfaction scores. the Company. As part of our growth strategy we raised new Merger and Acquisition Activity capital to invest in capability building, and as a result expect to make losses for a period before Alongside the development of and investment in returning to profit. our own platform and products, we are investi- gating integration opportunities to augment our We will continue to focus our resources on the product set and remove obstacles for growth. The QSR and Grocery verticals where there are large, Company may consider future mergers or acqui- globally addressable market opportunities and we sitions, which could require further funding or the have proven and sustainable competitive advan- issuing of shares. tages in the delivery of: • Mobile customer engagement • Loyalty programmes • AI-data driven analytics • Mobile ordering and payment Efforts will be concentrated on securing enter- prise level customers that operate in predictable, high frequency retail environments, ideally with businesses that span multiple geographies. Historically, we have focussed our customer ac- Outlook The Board remains positive about the future of the business. The COVID-19 pandemic has pre- sented some unexpected challenges, however, the senior leadership team has dealt with these decisively and effectively, limiting the impact of the pandemic. Whilst we have not secured the level of sales hoped for in FY21, we are confident that increasing sales and marketing staff in multiple jurisdictions quisition efforts on the US market. With the funds will rectify this. secured from the capital raising, we will expand those efforts into other markets including Asia and Europe. This increased in-market sales and marketing presence will significantly increase our ability to close new sales in FY22. We are making excellent progress with our new product initiatives and platform updates, which will support the acquisition of new customers in our key target markets and verticals. Governance and Management There have been no changes to the composition Finally, we would like to thank shareholders for their ongoing support and the Plexure team for their unwavering commitment, energy and hard of the Board in FY21 but the Company undertakes work. annual reviews of the Board skill set and perfor- mance and will ensure that its governance is ap- propriate to support the Company’s international growth plans and operational needs. Two new roles have recently been added to the existing management team - a People and Cul- ture Director and a Chief Strategy Officer. We will continue to assess our management needs and Phil Norman, Chairman 20 May 2021 ANNUAL REPORT 2021 10 CEO’s Review Dear Shareholder, FY21 was a challenging year due to the macro-economic worldwide impact of COVID-19. While the direct impact of the business was lim- sales approach requires the alignment of multiple ited, our customers’ operations were signficantly parties and divisions within the target organisation impacted as international markets closed and and many businesses struggled with operational management teams moved to a new norm of work- disruption for a number of months before finding ing from home. The more significant impacts on effective ways for teams to function at a distance. our business related to New Zealand becoming a closed ecosystem for talent due to border closures With businesses forced to adapt to new ways of and new customer meetings facing delays as busi- operating in this vastly altered landscape there nesses adapted to changes they faced. However, was opportunity in the acceleration of digital there were some significant highlights, including: adoption by customers. The requirement for op- • Developing new product • Gartner Magic Quadrant inclusion • Secondary listing on the ASX erating at a distance became the norm and those companies with well advanced digital transforma- tion journeys particularly with mobile commerce capabilities have accelerated their programmes of • Successful capital raising of NZ$36.6m work. The necessity for businesses to converse • Growing revenue by 15% year on year and transact with customers via digital channels was heightened, and a businesses ability to Due to various factors no new customers were adapt to the seismic shift in consumer behaviour signed during the year. Whilst we had some was pivotal to their success. Our investment in significant deals in the pipeline, closing them steadily building our consulting function has been by year-end proved challenging. Our enterprise incredibly helpful in advising prospects with their ANNUAL REPORT 202111 transformation journey. Shopping at distance has I would also like to acknowledge the impact of the become the norm, and likely to remain so post pandemic on our current staff. Whilst the majority COVID. Further investments in our Mobile Order are based out of our Auckland, New Zealand, Head and Fulfilment capabilities combined with the Office, we have remote workers all around the strengthening of our customer success and con- world, including in some of the hardest hit COVID sulting teams sees us well positioned to further countries. Some members of our team have been enable this shift for our customers and prospects. in lockdown for over a year, and have been person- ally affected by the virus, either having contracted We remain confident that some of the outstanding it themselves, or with family members and friends new business opportunities, RFP’s and deals will that have. It was an immensely challenging year for still eventuate and are concurrently increasing our staff as they adapted to working from home and investment in staffing in key acquisition markets the complications that can bring juggling childcare, to continue to fill the pipeline. From a product perspective, our product group home schooling and their own mental health. I am immensely proud of how our staff continued to deliver such a high standard of work during these delivered some great outcomes for Plexure and challenging times. our customers including: • Launch of McDonald’s Japan mobile order and payment app • A mobile application experience for Super Indo • The successful roll out of our new Plexure Analytics data platform and visualization tool to 62 markets • User interface improvements to our admin consoles significantly improving the user experience As a technology company, our most important asset is our people. We require highly skilled, coveted staff to continue to develop our product, and attracting and retaining staff has been extremely challenging. The New Zealand technology sector is flourishing. The demand for specialised talent continues to grow as more and more Companies invest in technical solutions. The border closures, essentially eliminat- ing our ability to hire overseas talent has presented issues felt by the wider tech industry. We continue to address this internally, reviewing our benefits and salaries, and increasing our remote work force. The impact is reflected in our overall headcount figures. Although we have grown from our year-end head- count figure last year, we are 40 people short of our target of 190 for FY21. Attracting and retaining talent Our future strategy remains the same, as we scale our business to provide more enterprise level, global companies with the tools to truly understand their customers and optimise engagement via person- alised experiences. Ultimately creating stickier, more profitable customers, and improving business outcomes. The funds we secured via the oversubscribed capi- tal raise and subsequent share purchase plan (SPP) will be used to fund growth, with the majority being invested in securing and retaining the talent we need to realise these plans. This will see us incur- ring a planned loss for the next few years, but this will be balanced out with an increase in revenue as we focus on increasing our activity with our current customers coupled with new customer revenue. Finally, I would like to thank the Board, and our share- holders for their support. We look forward to seeing our plans and momentum continuing into FY22. Craig Herbison, CEO is the biggest risk to our business. 20 May 2021 ANNUAL REPORT 2021 12 Independent Auditor’s Report To the Shareholders of Plexure Group Limited Opinion We have audited the consolidated financial statements of Plexure Group Limited and its subsidiaries (the ‘Group’), which comprise the consolidated statement of financial position as at 31 March 2021, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements, on pages 15 to 41, present fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2021, and its consolidated financial performance and cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We are independent of the Company 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), and we have fulfilled our other ethical responsibilities in accordance with these requirements. Other than in our capacity as auditor, our firm carries out other assignments for the Group in the area of taxation compliance and ancillary services. We have no other relationship with or interests in the Company or any of its subsidiaries. These services have not impaired our independence as auditor of the Company and Group We consider materiality primarily in terms of the magnitude of misstatement in the financial statements of the Group that in our judgement would make it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’ materiality). In addition, we also assess whether other matters that come to our attention during the audit would in our judgement change or influence the decisions of such a person (the ‘qualitative’ materiality). We use materiality both in planning the scope of our audit work and in evaluating the results of our work. We determined materiality for the Group financial statements as a whole to be $540,000. Audit materiality 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 of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. ANNUAL REPORT 202113 Key audit matter How our audit addressed the key audit matter Revenue Recognition (Note 2(c), 2 (e) and Note 3) As part of our audit, for a sample of contracts, we: The Group’s primary revenue arises from licensing and consulting services, and totalled $29.15m (2020: $25.25m) for the year to 31 March 2021. The Group enters into contracts with customers which contain the provision of software licenses and consulting services. The revenue recognition for each element differs based on when the service has been delivered to the customer and is normally after the revenue has been invoiced. This requires the Group to identify the value of the individual services being provided in the service agreements so that it can be allocated to the service in the period when the service is provided (in accordance with NZ IFRS 15 Revenue from Contracts with Customers (‘NZ IFRS 15’)). We have included the recognition of revenue as a key audit matter due to the significance of revenue to the measurement of the performance of the Group and the judgement made in determining when services are delivered. • • • • assessed the salient contractual terms in the service agreements for conditions that impact the timing of revenue recognition in line with NZ IFRS 15 and in turn the completeness and timing of deferred revenue; evaluated the Group’s allocation of revenue to the various services and ensured this has been determined appropriately; checked that the period over which revenue is recognised is consistent with the period over which services are provided ; and reperformed the calculation for deferred revenue at balance date based on the contract price, payments made to date, hours charged and the period in which the services are being delivered under the contract are provided. Intangible Assets – Internally Developed Software (Note 2(c), 2(i) and Note 15) As a software as a service provider the Group incurs significant expenditure in developing, maintaining and upgrading software. The Group has to exercise judgement in determining which costs associated with the software expenditure meet the criteria for capitalisation (as described in Note 2(c) and (i)) rather than being expensed as incurred. As part of our audit we: • • assessed the Group’s policy for determining whether internally generated projects should be capitalised or expensed against the criteria as summarised in Note 2 (i) and performed a walkthrough to confirm our understanding of the Group’s policy; selected a sample of the additions to internally developed software during the year and evaluated whether these additions were appropriately capitalised by: Intangible assets relating to software had a carrying value of $5.28m (2020: $4.10m) at 31 March 2020, and there were additions of $3.12m (2020: $2.59m) for the year then ended. We have included internally developed software as a key audit matter due to the judgment involved in the assessment of the capitalisation criteria in line with NZ IAS 38. o comparing the selected samples to relevant supporting documentation (such as supplier invoices, and employee records) o evaluating and challenging whether the cost meets the criteria for recognition as an intangible asset. Other information The directors are responsible on behalf of the Group for the other information. The other information comprises the information in the Annual Report that accompanies the consolidated financial statements and the audit report. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and consider whether it is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If so, we are required to report that fact. We have nothing to report in this regard. ANNUAL REPORT 2021The directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the 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 the consolidated financial statements is located on the External Reporting Board’s website at: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors- responsibilities/audit-report-1 This description forms part of our auditor’s report. This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company’s shareholders as a body, for our audit work, for this report, or for the opinions we have formed. 14 Directors’ responsibilities for the consolidated financial statements Auditor’s responsibilities for the audit of the consolidated financial statements Restriction on use Jason Stachurski , Partner for Deloitte Limited Auckland, New Zealand 20 May 2021 This audit report relates to the consolidated financial statements of Plexure Group Limited (the ‘Company’) for the year ended 31 March 2021 included on the Company’s website. The Directors are responsible for the maintenance and integrity of the Company’s website. We have not been engaged to report on the integrity of the Company’s website. We accept no responsibility for any changes that may have occurred to the consolidated financial statements since they were initially presented on the website. The audit report refers only to the consolidated financial statements named above. It does not provide an opinion on any other information which may have been hyperlinked to/from these consolidated financial statements. If readers of this report are concerned with the inherent risks arising from electronic data communication they should refer to the published hard copy of the audited consolidated financial statements and related audit report dated 20 May 2021 to confirm the information included in the audited consolidated financial statements presented on this website. ANNUAL REPORT 2021Consolidated Statement of Comprehensive Income For the year ended 31 March 2021 Revenues Revenue from contracts with customers Other income Total revenue and other income Expenses Wages and staff costs Contractors Travel costs Office costs Professional fees Board fees Marketing IT costs Other (losses)/gains Depreciation Amortisation Operating expenses Interest expenses on lease liabilities Net (loss) / profit before tax Notes 3 4 5 6 7 8 14 15 22 2021 $’000 29,150 212 29,362 (17,615) (2,680) (126) (527) (2,413) (442) (536) (9,337) (667) (627) (1,965) (36,935) (127) (7,700) Income tax expense 9(a) (230) 15 2020 $’000 25,251 252 25,503 (11,144) (1,672) (1,202) (526) (813) (295) (337) (6,473) 420 (432) (1,745) (24,219) (69) 1,215 (208) Net (loss) / profit after tax for the year attributable to the shareholders of the company (7,930) 1,007 Other comprehensive income Exchange difference on translating foreign operations 18(c) Total comprehensive (loss) / profit for the year attributable to the shareholders of the company (156) (8,086) (Loss)/earnings per share Basic (loss)/earnings per share (cents) Diluted (loss)/earnings per share (cents) 19 19 (5.23) (5.23) Calculated on a weighted average basis of the number of shares on issue. The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 112 1,119 0.72 0.69 ANNUAL REPORT 202116 Consolidated Statement of Changes in Equity For the year ended March 2021 Notes Share capital and treasury stock Foreign currency translation reserve Share based payment reserve Accumulated losses Total equity $’000 $’000 $’000 $’000 $’000 Balance at 1 April 2019 Net profit after tax Exchange differences arising on translating foreign operations Total comprehensive income Transactions with owners Shares Issued Shares issued by way of exercising of share options Recognition of share based payments Share based payments on options vested but not exercised Balance at 31 March 2020 Balance at 1 April 2020 Net loss after tax Exchange differences arising on translating foreign operations Total comprehensive loss Transactions with owners Shares Issued Capital Raising Costs Shares issued by way of exercising of share options Recognition of share based payments Share based payments on options vested but not exercised Balance at 31 March 2021 20 18(c) 18(a) 18(a) 18(a) 18(b) 20 18(c) 18(a) 18(a) 18(b) 18(b) 31,288 - - - 5,387 141 - - 36,816 36,816 - - - 36,602 (1,932) 897 - - 132 - 112 112 - - - - 244 244 - (156) (156) - - - - - 72,383 88 415 - - - - (27) 256 (20) 624 624 - - - - - (267) 217 (2) 572 (23,717) 1,007 8,118 1,007 - 112 1,007 1,119 - - - 5,387 114 256 20 - (22,690) 14,994 (22,690) (7,930) 14,994 (7,930) - (156) (7,930) (8,086) - - - - 2 36,602 (1,932) 630 217 - (30,618) 42,425 The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. ANNUAL REPORT 2021Consolidated Statement of Financial Position As at 31 March 2021 Asset Current assets Cash and cash equivalents Term deposits Income tax receivable Trade and other receivables Less current liabilities Trade and other payables Income tax payables Deferred revenue Lease liabilities Working capital Non-current assets Property, plant & equipment Intangible assets Non-current liabilities Lease liabilities Total net assets Equity Share capital and treasury stock Foreign currency translation reserve Share based payment reserve Accumulated losses Total equity Signed on behalf of the board by: Notes 10 11 9(b) 12 16 9(b) 17 22 14 15 22 18(a) 18(c) 18(b) 20 17 2020 $’000 11,205 3,014 22 5,184 19,425 2,822 - 5,942 369 9,133 2021 $’000 40,214 2,139 - 3,744 46,097 4,047 23 5,056 392 9,518 36,579 10,292 2,080 5,282 7,362 1,516 1,516 42,425 72,383 88 572 (30,618) 42,425 2,512 4,099 6,611 1,909 1,909 14,994 36,816 244 624 (22,690) 14,994 Phil Norman , Chairman Dated: 20 May 2021 Robert Bell, Director Dated: 20 May 2021 The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. ANNUAL REPORT 202118 Consolidated Statement of Cash Flows For the year ended 31 March 2021 Notes Operating activities Cash was provided from (applied to): Receipts from customers Interest received Other income Payment to suppliers and employees Income tax paid Net cash (outflow)/inflow from operating activities Investing activities Cash was provided from (applied to): Term deposit proceeds Purchase of property, plant and equipment Capitalised development costs Net cash outflow from investing activities Financing activities Cash was provided from (applied to): Issue of ordinary shares Share capital raising cost Repayment of lease liability Interest paid on lease liabilities Net cash inflow from financing activities Net increase in cash held Add cash and cash equivalents at start of year Effect of foreign exchange rate changes on cash Cash at bank at end of year Comprised of: Cash and short-term deposits 25 15 10 10 2021 $’000 29,558 86 126 (32,752) (184) (3,166) 875 (196) (3,148) (2,469) 37,232 (1,932) (369) (127) 34,804 29,169 11,205 (160) 40,214 2020 $’000 25,206 238 14 (20,756) (216) 4,486 3,056 (479) (2,589) (12) 5,528 - (58) (1) 5,469 9,943 1,179 83 11,205 40,214 11,205 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. ANNUAL REPORT 2021 19 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 1. Corporate Information The consolidated financial statements of 2. Summary of Significant Accounting Policies The principal accounting policies applied in the Plexure Group Limited and its subsidiaries preparation of the financial statements are set (collectively, the Group) for the year ended 31 March 2021 were authorised for issue in accordance with a resolution of the directors on 20 May 2021. Plexure Group Limited (“the Company”) is a limited company incorporated and domiciled in New Zealand, registered under the Companies Act 1993, and whose shares are publicly traded on the New Zealand Stock Exchange (NZX:PX1) and the Australian Securities Exchange (ASX:PX1). The registered office is located at Level 2, 1 Nelson Street, Auckland, New Zealand. The principal activity of the Company is the development and deployment of cloud-based Customer Relationship Management (or CRM) solution that enables retailers to engage with consumers in real time using connected devices and sensors. The principal activities of subsidiaries are disclosed in Note 13. Statement of Compliance The consolidated financial statements of the Group comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) as appropriate for profit-oriented entities. The consolidated financial statements comply with International Financial Reporting Standards (IFRS) applicable to companies reporting under IFRS. Plexure Group Limited is a FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013 and these financial statements comply with that Act. out below. These policies have been consistently applied unless otherwise stated. (a) Basis of Preparation The consolidated financial statements have been prepared in accordance with generally accepted accounting practice in New Zealand (NZ GAAP). For the purposes of complying with NZ GAAP the entity is a for-profit entity. The consolidated financial statements have been prepared on the basis of historical cost and on a going concern basis. Cost is based on the fair values of the consideration given in exchange for goods and services. Accounting policies are selected and applied in a manner that ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported. The consolidated financial statements are presented in New Zealand dollars and all values are rounded to the nearest ($000), except when otherwise indicated. The consolidated financial statements provide comparative information in respect of the previous period. (b) Critical Judgements in Applying Accounting Policies In the application of NZ IFRS management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be ANNUAL REPORT 202120 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 (b) Critical Judgements in Applying Accounting Policies (continued) reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. (c) Key Sources of Estimation Uncertainty and Key Judgements Judgements made by management in the application of NZ IFRS that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes to the financial statements. Key Sources of Estimation Uncertainty and key judgements include: • The Group assesses each revenue contract to ensure that revenue is recognised by making estimates and assumptions, for the contracts Plexure has in place with its customers in identifying performance obligations. Refer to Note 2(e). • Determining whether the intangible assets to which the development expenditure relates meet the criteria for capitalisation and if there are any indicators of impairment. Refer to Note 2(i). Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be measurable under the circumstances. (d) Basis of Consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries as at 31 March 2021. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: • Power over the investee; • Exposure, or rights, to variable returns from its involvement with the investee; and The ability to use its power to affect its returns. • The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases. The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Company. The consideration transferred for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Costs directly attributable to the acquisition are expensed as incurred and included in operating expenses. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Accounting policies of subsidiaries are consistent with the policies adopted by the Group. ANNUAL REPORT 202121 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 (e) Revenue from contracts with customers contract, has been performed (‘point in time’ and deferred revenue recognition) or ‘over time’ as control of the The Group derives revenue from the provision performance obligation is transferred to the of software licenses, consulting services and customer. other revenue. Revenue recognition is based on the delivery of performance obligations and The specific recognition criteria described an assessment of when control is transferred below must also be met before revenue is to the customer. Revenue is recognised recognised. either when the performance obligation, in the Revenue Type Description Key Judgement Outcome SaaS and Hosting fees (relates to license revenue in Note 3) Mobile engagement platform licensing and support. Determining the distinct perfor- mance obligations and whether items are required to be bundled to form a distinct performance obligation. Setup and Deploy- ment fees (relates to license revenue in Note 3) SaaS platform setup and CRM implemen- tation for customers. Determining whether the services provided are a distinct perfor- mance obligation. Providing a software license is a dis- tinct performance obligation and is not required to be bundled with other performance obliga- tions except setup and deployment fees where applicable. The services are a part of SaaS and hosting performance obligation and should be bundled as such. Timing of revenue recognition Over time Platform access is rec- ognised over time on the input of service period basis as benefits are simultaneously received and consumed. As above Professional services (consulting revenue in Note 3) Value-add services, and tailored software development and/or enhancement. Determining whether the services provided are a distinct perfor- mance obligation. The services are a distinct performance obligation as they are not highly dependent or interrelated to other performance obligations in the contract. Over time/Point in time Recognised when the service is complete or on a stage of completion input basis based on the hours required to finalise the project. Expense reimburse- ment (relates to other revenue in Note 3) Compensation for client related travel N/A No major judgement required, other than confirming the period of client travel and aligning costs to rev- enue recognised. Point in time Recognised at the point in time when the client relat- ed travel has occurred. Deferred customer revenue relates to amounts invoiced to customers in advance of the service being delivered. Deferred revenue will be recognised in the statement of comprehensive income in the subsequent financial period. All deferred revenue is classified as a current liability. ANNUAL REPORT 2021 22 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 (f) Taxation Current Income Tax Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income. Deferred Tax case the deferred tax is also dealt with in other comprehensive income. Sales Tax Expenses and assets are recognised net of the amount of sales tax, except: • When the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable Deferred tax is accounted for using the compre- • When receivables and payables are stated hensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and lia- bilities in the financial statements and the corre- sponding tax base of those items. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination), which affects neither taxable income nor accounting profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax rates that have been en- with the amount of sales tax included • The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the con- solidated statement of financial position. (g) Foreign Currencies The Group’s consolidated financial statements are presented in New Zealand dollars, which is also the parent company’s functional currency. For each entity the Group determines the func- tional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the di- rect method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassi- fied to profit or loss reflects the amount that arises from using this method. Transactions and balances acted or substantively enacted at reporting date. Transactions in foreign currencies are initially Deferred tax is charged or credited in the profit or recorded by the Group’s entities at their respec- loss, except when it relates to items charged or tive functional currency spot rates at the date the credited in other comprehensive income, in which transaction first qualifies for recognition. ANNUAL REPORT 202123 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 (g) Foreign Currencies (continued) differences arising on translation for consolidation are recognised in other comprehensive income. Monetary assets and liabilities denominated in On disposal of a foreign operation, the component foreign currencies are translated at the functional of other comprehensive income relating to that currency spot rates of exchange at the reporting particular foreign operation is recognised in profit date. Differences arising on settlement or transla- or loss. tion of monetary items are recognised in profit or loss with the exception of monetary items that are (h) Property, Plant and Equipment designated as part of the hedge of the Group’s net investment of a foreign operation. These are All items of Property, Plant and Equipment are recognised in other comprehensive income until stated at cost less accumulated depreciation, and the net investment is disposed of, at which time, impairment. Cost includes expenditure that is the cumulative amount is reclassified to profit or directly attributable to the acquisition of the item. loss. Tax charges and credits attributable to ex- change differences on those monetary items are Depreciation is provided on property, plant and also recorded in other comprehensive income. equipment. Depreciation is calculated on a straight line basis, so as to write off the net cost of Non-monetary items that are measured in terms the asset over its expected useful life to its esti- of historical cost in a foreign currency are trans- mated residual value. The following estimates of lated using the exchange rates at the dates of useful lives are used in the calculation of depreci- the initial transactions. Non-monetary items ation: measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Category Fixtures & Fittings Estimated useful life 2-14 years Plant & Equipment 3 years The gain or loss arising on translation of non-mon- Right of use asset 6 years etary items measured at fair value is treated in line with the recognition of the gain or loss on the An item of property, plant and equipment change in fair value of the item (i.e., translation and any significant part initially recognised is differences on items whose fair value gain or loss derecognised upon disposal or when no future is recognised in other comprehensive income or economic benefits are expected from its use or profit or loss are also recognised in other compre- disposal. Any gain or loss arising on derecogni- hensive income or profit or loss, respectively). tion of the asset (calculated as the difference be- Group companies tween the net disposal proceeds and the carrying amount of the asset) is included in the consolidat- ed statement of comprehensive income when the On consolidation, the assets and liabilities of asset is derecognised. foreign operations are translated into New Zea- land Dollars at the rate of exchange prevailing at The residual values, useful lives and methods of the reporting date and their statements of profit depreciation of property, plant and equipment are or loss are translated at exchange rates prevailing reviewed at each financial year-end and adjusted at the dates of the transactions. The exchange prospectively, if appropriate. ANNUAL REPORT 2021 24 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 (i) Intangible Assets Capitalised Software Development Expenditure Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally and externally developed intangible asset arising from development (or from the devel- opment phase of an internal project) is recognised if, and only if, all of the following have been demon- strated: • • • • • • the technical feasibility of completing the intan- gible asset so that it will be available for use or sale; the intention to complete the intangible asset and use or sell it; the ability to use or sell the intangible asset; how the intangible asset will generate probable future economic benefits; the availability of adequate technical, financial and other resources to complete the develop- ment and to use or sell the intangible asset; and the ability to measure reliably the expenditure attributable to the intangible asset during its development. The amount initially recognised for internally and externally developed intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally and externally developed intangible asset can be recognised, development expenditure is charged to profit or loss in the period in which it is incurred. Subsequent to initial recognition, internally and externally developed intangible assets are reported at cost less accumulated amortisation and accu- mulated impairment losses, on the same basis as intangible assets acquired separately. Based on the financial performance of the intangible assets the Group did not identify any impairment indica- tors for the year ended 31 March 2021. The useful life of internally and externally developed intangible assets is as follows: Category Core Platform Mobile Apps Estimated Useful Life 5 years 2 years (j) Impairment of Non-Financial Assets At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indi- cation exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised in profit or loss immediately. ANNUAL REPORT 2021 25 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 (k) Cash and Cash Equivalents ognised on the Group’s consolidated statement of financial position when the Group becomes a par- Cash and cash equivalents in the consolidated ty to the contractual provisions of the instrument. statement of financial position comprise cash on hand, demand deposits, and other short-term (o) Accounts Receivable highly liquid investments (original maturity of less than three months) that are readily convertible to Accounts receivable are measured at initial a known amount of cash and are subject to an recognition at fair value and are subsequently insignificant risk of changes in value. measured at amortised cost using the effective interest method. (l) Term deposits Term deposits are investments with an original to measuring expected credit losses which uses maturity exceeding three months. Deposits with a lifetime expected credit loss allowance for all the original maturity between three and twelve months are classified as current term deposits. trade and other receivables. Plexure Group applies IFRS 9 simplified approach (m) Share Based Payments Equity-settled share-based payments to em- ployees and others providing similar services are measured at the fair value of the equity instru- ments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 18. The fair value determined at the grant date of eq- uity-settled share-based payments is expensed on a straight-line basis over the vesting period with a corresponding increase in equity, based on the Group’s estimate of equity instruments that will eventually vest. At the end of each reporting period, the Group revises its estimate of the num- ber of equity instruments expected to vest. The impact of the revision of the original estimates, if To measure expected credit losses, trade and other receivables have been grouped and re- viewed on the basis of the number of days past due. The expected credit loss allowance has been calculated by considering the impact of the follow- ing characteristics: • The country, customer and market character- istics consider the relative risk related to the country and region within which the customer resides and makes an assessment of the financial strength of the customer and the market position. • The baseline characteristic considers the age of each invoice and applies an increasing expected credit loss estimate as the trade receivable ages. any, is recognised in profit and loss such that the • The accounts receivables are written off when cumulative expense reflects the revised estimate, they are no longer recoverable. with a corresponding adjustment to the equi- ty-settled share-based payment reserve. (p) Accounts Payable (n) Financial Instruments Accounts payable are recognised when the Group becomes obliged to make future payments result- Financial assets and financial liabilities are rec- ing from the purchase of goods and services. ANNUAL REPORT 202126 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 (q) Employee Benefits Provision is made for benefits accruing to employees in respects of wages and salaries, annual leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Provision made in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee benefits, which are not expected to be settled within 12 months, are measured at the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date. (r) Lease assets and liabilities Leases are recognised as a right of use asset (lease asset) and a corresponding lease liability at the date at which the leased asset is available for use. Each lease payment is allocated between the liability and interest expenses on lease liabilities. The interest expenses on lease liabilities is charged to the consolidated statement of comprehensive income over the lease period. The lease asset is depreciated over the lease term on a straight-line basis. cash flows, cash and cash equivalents includes cash on hand and in banks and investments in money market instruments net of outstanding bank overdrafts. The consolidated statement of cash flows is prepared exclusive of GST, which is consistent with the method used in the statement of comprehensive income. Definition of terms used in the consolidated statement of cash flows: • • Operating activities include all transactions and other events that are not investing or financing activities. Investing activities are those activities relating to the acquisition and disposal of current and non-current investments and any other non- current assets. Financing activities are those activities relating to changes in the equity and debt capital structure of the Group and those activities relating to the cost of servicing the Group’s equity. • (t) Treasury Stock Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Assets and liabilities arising from a lease are initially measured on a present value basis. (u) Adoption of New Revised Standards and Interpretations Plexure Group has leases for property (office lease) and office equipment. With the exception of short- term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right of use asset and a lease liability. Certain new accounting standards and interpretations have been published that are not mandatory for 31 March 2021 reporting periods of the Group. These standards are not expected to have a material impact on the current or future reporting periods, nor on foreseeable future (s) Consolidated Statement of Cash Flows For the purpose of the consolidated statement of transactions. ANNUAL REPORT 2021Notes to the Consolidated Financial Statements For the year ended 31 March 2021 3. Revenue from contracts with customers License revenue (1) Consulting revenue Other revenue 27 2021 2020 $’000 18,315 10,835 - $’000 16,116 8,906 229 29,150 25,251 (1) License revenue is recognised over time. The unutilised portion of revenue is recognised as deferred rev- enue in the balance sheet. For detailed breakdown of deferred revenue refer to Note 17. Refer to Note 24 for revenue by segment and region. 4. Other income Interest received Other income 5. Wages and staff costs Salaries New Zealand Overseas Less: Capitalised Benefits New Zealand Overseas Kiwisaver/Pension New Zealand Overseas Staff costs Permanent staff numbers as at 31 March New Zealand Overseas 2021 2020 $’000 $’000 86 126 212 238 14 252 2021 $’000 2020 $’000 16,459 10,469 1,996 1,417 (2,804) (2,589) 423 249 415 37 441 155 277 29 840 17,615 945 11,144 133 8 114 13 ANNUAL REPORT 202128 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 6. Professional fees Auditors’ fees for audit of the financial statements Auditors’ other fees: Taxation compliance services Ancillary services (1) Ancillary services related to ASX Initial Public Offering (2) Professional services related to ASX Initial Public Offering Accounting advisory services and systems Statutory audit of a foreign subsidiary Consultancy services Legal expenses 2021 2020 $’000 $’000 71 18 26 37 1,198 147 22 708 186 2,413 69 35 27 - - 163 - 357 162 813 (1) Ancillary services relate to transfer pricing documentation and R&D tax credit application. (2) Ancillary services related to ASX Initial Public Offering includes costs for advice around shareholder continuity, tax and accounting. 7. IT Costs Platform hosting Support and maintenance License Other IT expenses 8. Other losses/(gains) Listing expenses Share option expense Foreign exchange loss/(gain) Trade receivables recovered Loss allowance on trade receivables Loss on disposal of property, plant & equipment Bank fees 2021 2020 $’000 6,759 2,220 210 148 $’000 5,123 1,247 50 53 9,337 6,473 2021 2020 $’000 $’000 273 216 150 (9) - 4 33 667 120 256 (803) (36) 9 - 34 (420) ANNUAL REPORT 2021Notes to the Consolidated Financial Statements For the year ended 31 March 2021 9. Tax The major components of income tax expense for the years ended 31 March 2021 and 2020 are: 29 (a) Consolidated Statement of Comprehensive Income: Current income tax: Current income tax expense Withholding tax not recognised Income tax reported in the consolidated statement of comprehensive income (b) Current tax assets and liabilities RWT receivable Current tax payable 2021 $’000 2020 $’000 (66) (164) (230) (74) (134) (208) 2021 2020 $’000 $’000 (2) 25 23 (67) 45 (22) (c) Reconciliation of income tax expense to net (loss)/profit before tax: 2021 2020 Net (loss)/profit before tax At the New Zealand statutory income tax rate of 28% Non-deductible expenses Future benefit of tax losses not recognised Effect of difference in overseas tax rates Foreign withholding tax expenses Income tax expense reported in the consolidated statement of comprehensive income (d) Deferred Tax $’000 (7,700) 2,156 (493) (1,758) 29 (164) $’000 1,215 (340) (280) 541 5 (134) (230) (208) The Group has estimated gross tax losses of $21.6m at balance date (2020: $16.8m). These are subject to con- firmation by the Inland Revenue Department and subject to meeting the requirements of the 2007 Income Tax Act. Unrecognised deferred tax assets arising from these tax losses are $6m measured at 28% (2020: $4.8m). ANNUAL REPORT 2021 30 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 (d) Deferred Tax (continued) The analysis of deferred tax assets and deferred tax liabilities is as follows: At 1 April 2019 Recognised in profit and loss At 31 March 2020 At 1 April 2020 Recognised in profit and loss At 31 March 2021 (e) Imputation Credit Account Balances Balance as at 31 March 10. Cash and cash equivalents Cash and cash and cash equivalents Denominations in: New Zealand Dollars United States Dollars Australian Dollars Japanese Yen Great British Pounds 11. Term deposits Term deposits Intangible assets Provisions & accruals $’000 (652) 169 (483) (483) 6 (477) $’000 (63) (84) (147) (147) 73 (74) Tax losses $’000 715 (85) 630 630 (79) 551 2021 $000 2 Total $’000 - - - - - - 2020 $000 67 2021 2020 $’000 40,214 40,214 36,747 386 2,057 983 41 $’000 11,205 11,205 8,202 2,749 65 160 29 40,214 11,205 2021 2020 $’000 $’000 2,139 2,139 3,014 3,014 Term deposits are held with the group’s bankers, made for varying periods depending on the immediate cash requirements of the Group, and earn interest at the respective term deposit rates. All term deposits are denominated in New Zealand dollars. ANNUAL REPORT 2021 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 12. Trade and other receivables Accounts receivable Provision for expected credit loss Accrued Income Sales tax receivable Prepayments and other receivables The aging profile of Accounts receivable are as follows: Current 30-59 60-89 90 days and older 31 2021 2020 $’000 $’000 3,051 4,341 - 66 77 550 3,744 1,633 233 1,137 48 3,051 (9) - 116 736 5,184 2,174 444 1,267 456 4,341 The aging profile above does not necessarily reflect whether an amount is past due and potentially impaired, as customer credit terms vary. Of the accounts receivable total of $3,051m, $1,418m is showing as past due (2020: $2.167m) however based on overseas payment patterns this is considered normal. The Group’s historical credit loss experience does not justify a significant provision for expected credit loss. Accounts receivable are split into revenue categories as follows: License revenue Consulting revenue 2,021 1,030 3,051 3,435 906 4,341 13. Investments in subsidiaries The consolidated financial statements of the Group include the following subsidiaries: Name Plexure Limited VMob IP Limited VMob UK Limited Plexure USA Limited Plexure KK Holding company Equity interest 2021 2020 Balance date Country of incorporation Principal activity Plexure Group Limited Plexure Group Limited Plexure Limited Plexure Limited Plexure Limited 100% 100% 31 March New Zealand Trading entity 100% 100% 31 March New Zealand 100% 100% 31 March United Kingdom Holder of IP assets Trading entity 100% 100% 31 March USA Trading entity 100% 100% 31 March Japan Trading entity ANNUAL REPORT 202132 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 14. Property, Plant & Equipment Leasehold Improvements $’000 Furniture & Fittings $’000 Plant & Equipment Right of use asset $’000 $’000 Cost At 1 April 2019 Additions Disposal At 31 March 2020 Additions Disposal At 31 March 2021 Depreciation At 1 April 2019 Depreciation charge for the year Disposal At 31 March 2020 Depreciation charge for the year Disposal At 31 March 2021 Net book value At 31 March 2020 At 31 March 2021 - 29 - 29 31 - 60 - (5) - (5) (11) - (16) 24 44 113 129 - 242 1 (14) 229 (42) (69) - (111) (60) 13 (158) 131 71 366 333 (5) 694 168 (170) 692 (241) (138) 4 (375) (180) 166 (389) 319 303 Total $’000 479 2,749 (5) 3,223 200 (184) 3,239 (283) (432) 4 (711) (627) 179 (1,159) - 2,258 - 2,258 - - 2,258 - (220) - (220) (376) - (596) 2,038 1,662 2,512 2,080 Leased assets are presented in Plant and Equipment (office equipment) and Right of use asset (office lease). 15. Intangible Assets Cost As at 1 April 2019 Additions – internally developed As at 31 March 2020 Additions – internally developed Additions – externally developed As at 31 March 2021 Core Platform Mobile Platform $’000 10,150 2,357 12,507 2,671 344 15,522 $’000 1,017 232 1,249 133 - 1,382 Total $’000 11,167 2,589 13,756 2,804 344 16,904 ANNUAL REPORT 2021Notes to the Consolidated Financial Statements For the year ended 31 March 2021 (6,895) (1,715) (8,610) (1,790) (10,400) 3,897 5,122 15. Intangible Assets (continued) Amortisation As at 1 April 2019 Amortisation charge for the year As at 31 March 2020 Amortisation charge for the year As at 31 March 2021 Net book value As at 31 March 2020 As at 31 March 2021 16. Trade and other payables Accounts payable Accruals Staff social security and tax payable Normal credit terms are 20th of the following month. 17. Deferred revenue Deferred license revenue Deferred consulting revenue 33 (7,912) (1,745) (9,657) (1,965) (11,622) 4,099 5,282 2020 $’000 846 1,594 382 2,822 2020 $’000 5,351 591 5,942 (1,017) (30) (1,047) (175) (1,222) 202 160 2021 $’000 936 2,558 553 4,047 2021 $’000 4,966 90 5,056 18. Share capital, treasury stock and share based payment reserve All shares are ordinary shares, they have been issued as fully paid and have no par value. Fully paid ordinary shares carre one vote per share, carry a right to dividends and a pro-rata share of net assets on a wind up. ANNUAL REPORT 202134 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 (a) Share capital and treasury stock Balance as at 1 April 2019 Shares 125,551,263 $’000 31,288 Shares issued by way of private placement in April 2019 (1) 13,795,311 5,387 Shares issued by way of exercising of share options in June 2019 Shares issued by way of exercising of share options in July 2019 Shares issued by way of exercising of share options in October 2019 5,440 113,313 3,333 Shares issued by way of exercising of share options in January 2020 469,998 3 50 1 87 Balance as at 31 March 2020 139,938,658 36,816 Shares issued by way of exercising of share options in May 2020 Shares issued by way of exercising of share options in June 2020 Shares issued by way of exercising of share options in August 2020 Shares issued by way of placement on ASX in November 2020 (net of capital raising costs) (2) Shares issued by way of share purchase plan in November 2020 (3) Shares issued by way of exercising of share options in November 2020 Shares issued by way of exercising of share options in January 2021 Shares issued by way of exercising of share options in February 2021 Shares issued by way of exercising of share options in March 2021 16,666 423,333 6,666 26,548,673 4,166,666 1,321,224 153,333 271,519 595,291 4 174 1 29,670 5,000 419 46 80 173 Balance as at 31 March 2021 173,442,029 72,383 (1) On 2 April 2019 McDonald’s Corporation purchased a stake of 9.9% of Plexure for $5.4m representing a 15% premium over the volume-weighted average price of Plexure shares during March 2019, (2) On 25 November 2020 a foreign exempt listing of Plexure on ASX has commenced. Together with the listing a private placement of $31.6m ($29.7m net of capital raising costs) or 26,548,673 new shares was made. (3) On 27 November 2020 Plexure issued new shares via a share purchase plan. Total of 4,166,666 was issued at a price of $NZ1.20 for total consideration of $5m. (b) Share based payment reserve The share based payment reserve is used to record the accumulated value of unexercised share options and vested share rights which have been recognised in the statement of comprehensive income. As at balance date executives and employees have options over 5,382,114 shares (2020: 7,900,687). Balance at the beginning of year Share based payment Writeback of share based payment expired but not vested Options not exercised written to retained earnings Options exercised Balance at the end of year 2021 $’000 624 294 (77) (2) (267) 572 2020 $’000 415 290 (34) (20) (27) 624 ANNUAL REPORT 202135 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 (c) Foreign currency translation reserve Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (i.e. New Zealand dollars) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve (in respect of translating the net assets of foreign operations) are reclassified to profit or loss on the disposal of the foreign operation. Balance at the beginning of year Exchange differences arising on translating the foreign operations Balance at the end of year (d) Share based payments 2021 $’000 244 (156) 88 2020 $’000 132 112 244 In August 2012 the Group established a share option plan that entitles selected employees, contractors and executives to purchase shares in the Company. In accordance with the terms of issue of the options, holders are entitled to acquire shares at the price determined at the time the options were issued. All options are to be delivered by physical delivery of shares. Terms and conditions of outstanding grants are as follows: Grant date 02/12/2016 06/09/2017 10/01/2018 19/06/2018 04/09/2018 20/11/2018 17/12/2018 28/05/2019 06/12/2019 30/04/2020 Total options issued Personnel entitled Number of instruments Key executives and staff Key executives Key executives and staff Staff Key executives Staff Key executives and staff Staff Key executives Key executives 270,000 1,000,000 13,335 16,668 2,333,334 45,000 343,500 20,000 250,000 1,090,277 5,382,114 All share options vest in three equal tranches, one third on each of the first, second and third anniversaries of the grant. The contractual life of all options is 5 calendar years from the date of issue. The number and average exercise price of the share options are as follows: Outstanding at 1 April Exercised during the year Granted during the year Forfeited during the year Lapsed during the year Outstanding at 31 March Weighted average exercise price 0.23 0.61 0.41 2021 Number of options 7,900,687 (2,788,032) 1,341,138 (1,071,679) - 5,382,114 Weighted average exercise price 0.19 0.79 0.21 0.45 2020 Number of options 8,805,440 (592,084) 484,000 (766,669) (30,000) 7,900,687 ANNUAL REPORT 202136 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 The fair value of services received in return for the share options granted is based on the fair value of share options granted measured using a Black Scholes model with the following inputs: Issue Date 30/04/20 6/12/19 28/05/19 17/12/18 20/11/18 Estimated fair value per option at grant date 28.41 cents 39.33 cents 29.49 cents 11.0 cents 9.7 cents Exercise price per share 60.99 cents 83.0 cents 62.2 cents 23.25 cents 20.65 cents Expected volatility Option life from date of grant Risk free interest rate 50% 50% 50% 50% 50% 5 years 5 years 5 years 5 years 5 years 0.76% 1.70% 1.70% 1.70% 1.70% Issue Date 4/09/18 19/06/18 10/01/18 06/09/17 02/12/16 Estimated fair value per option at grant date 8.9 cents 9.8 cents 9.5 cents 5.4 cents 11.8 cents Exercise price per share 18.8 cents 20.75 cents 19.3 cents 11.0 cents 24.0 cents Expected volatility Option life from date of grant Risk free interest rate 50% 5 years 1.70% 50% 5 years 1.70% 50% 5 years 4.00% 50% 5 years 4.00% 50% 5 years 4.00% Expected volatility was estimated by reference to the volatility of listed equity securities for businesses of a similar nature to the Group operating in the technology industry and Plexure’s own volatility. 19. (Loss)/Earnings Per Share The loss of $7.9m (2020: profit $1m) for the year represented by (loss)/earnings per share shown below based on weighted average ordinary shares on issue during the year. Weighted average ordinary shares issued Weighted average potential ordinary shares Weighted average number of ordinary shares for diluted (loss)/ earnings per share 2021 2020 151,523,779 139,485,609 7,663,116 7,238,026 159,186,895 146,723,636 Basic (loss)/earnings per share (cents) Diluted (loss)/earnings per share (cents) (5.23) (5.23) 0.72 0.69 Note that the options are not considered dilutive in terms of calculating earnings per share, as a loss was recorded in 2021. 20. Accumulated losses Balance at the beginning of year Share based payments on expired options Net (loss)/profit for the year Balance at the end of the year 2021 $’000 (22,690) 2 (7,930) (30,618) 2020 $’000 (23,717) 20 1,007 (22,690) ANNUAL REPORT 202137 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 21. Related Party Transactions At reporting date, the Directors of the Company controlled 2% (2020: 2%) of the voting shares in the Company. Phil Norman Director and Committee fees ($) Consulting fees ($) Payables ($) Shareholding (#) Shares (%) Sales to related party ($) Purchases from related party ($) Director Fee ($) Payables ($) Shareholding (#) Shares (%) Director Fee ($) Payables ($) Shareholding (#) Shares (%) Director Fee ($) Sharon Hunter Brian Russell Craig Herbison 2021 2020 95,000 30,000 9,129 72,500 20,000 20,633 3,194,405 3,194,405 1.84 174,039 629,935 50,000 4,792 - - 2.28 173,517 63,259 42,500 4,792 - - 50,000 5,373 42,500 4,792 - - - - - - Salary and bonus (CEO) ($) 647,216 717,002 Robert Bell Director and Committee fees ($) Shareholding (#) Shares (%) Jack Matthews Payables ($) Shareholding (#) Shares (%) Consulting fees ($) Director Fee ($) Payables ($) Shareholding (#) Shares (%) Consulting fees relate to ASX Initial Public Offering. - - - - 60,000 5,000 46,722 5,000 - - 10,000 50,000 4,167 - - - - - 30,833 4,167 - - ANNUAL REPORT 202138 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 Key management personnel and director transactions Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly and include the Chief Executive and his direct reports. In addition to their fees and salaries, the Group also provides non-cash benefits to executive officers in the form of share options (refer Note 18). No share options provided to Directors. The following table summarises remuneration paid to key management personnel and directors: Directors’ fees (1) Directors’ consulting fee Exec team salary and bonus Share based payments 2021 $’000 305 40 2,351 230 2,926 2020 $’000 235 20 2,174 221 2,650 (1) Directors’ fees differ to the amount in the consolidated statement of comprehensive income as that figure includes directors and officers insurance. 22. Lease liabilities The maturity of the lease liabilities is as follows: Less than one year One to two years Two to three years Three to four years Four to five years More than five years 2021 $’000 392 413 437 464 202 - 2020 $’000 369 392 413 437 464 203 1,908 2,278 The total interest expense on lease liabilities for the year ended 31 March 2021 amounted to $127,237 (2020: $69,384). As at 31 March 2021, the undiscounted lease liability is $2,177,788 (2020: $2,673,801). 23. Contingencies There were no material contingent assets at 31 March 2021 (2020: $Nil). There is a contingent liability of $508,000 in respect of office lease guarantee and a further $75,000 in relation to the NZX bond (2020: $583,000). ANNUAL REPORT 202139 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 24. Segmental reporting The Chief Executive and members of the executive management team are the Group’s chief operating decision makers. They have determined that based on the information they use for the purposes of allocating resources and assessing performance, the Group itself forms a single operating segment, the development and deploy- ment of a mobile engagement software with consulting services on campaigns and where required paid tech- nology development work. The segment result is reflected in the financial statements. The Group operated principally in Asia, Australasia, North America, Latin America and Europe during the year ended 31 March 2021. Revenue from contracts with customers by geographical location is as follows: Asia Australasia North America Latin America Europe 2021 $’000 13,398 467 7,451 188 7,646 29,150 2020 $’000 12,248 761 4,841 207 7,194 25,251 All material non-current assets are held within New Zealand. We note that one customer contributes over 10% of our revenues. 25. Reconciliation of Operating Cash Flows Reconciliation from the net (loss)/profit after tax to the net cash from operating activities. Net (loss)/profit after tax Adjustments for non-cash items Amortisation Depreciation Recognition of share based payments Loss on disposal Interest accrued on lease liabilities Other Movements in working capital Decrease/(Increase) in trade and other receivables Increase in trade payables and accruals (Decrease)/Increase in deferred revenue Net cash (outflow)/inflow from operating activities 2021 $’000 (7,930) 1,965 627 217 4 127 - 2,940 1,462 1,248 (886) 1,824 (3,166) 2020 $’000 1,007 1,745 432 256 - 69 2 2,504 (2,557) 1,478 2,054 975 4,486 ANNUAL REPORT 202140 Notes to the Consolidated Financial Statements For the year ended 31 March 2021 26. Financial Risk Management The Group is subject to a number of financial risks including liquidity risk, credit risk and market risk. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative pur- poses. Specific risk management objectives and policies set out below: (a) Capital Risk Management The Group manages its capital to ensure that the Group will be able to continue as a going concern while max- imising the return to stakeholders through the optimisation of debt and equity. The capital structure of the Group consists of issued capital, equity reserves and accumulated losses as dis- closed in Notes 18 and 20. The Group’s Board of Directors reviews the capital structure on a regular basis. The Group is not subject to externally imposed capital requirements. The Groups overall strategy remains unchanged from prior years. (b) Interest Rate Risk The Group has no significant interest bearing assets or liabilities and operating cashflows are substantially inde- pendent of changes in market interest rates in interest bearing financial assets or liabilities. (c) Foreign Exchange Risk The Group faces the risk of movements in foreign currency exchange rates against the New Zealand dollar. During the year ended 31 March 2021, the Group’s transactions were in New Zealand dollars, Australian dollars, United States dollars, Japanese Yen, Euro and Pound Sterling. As a result, the Group’s consolidated statement of comprehensive income and consolidated statement of financial position can be affected by movements in exchange rates. The table on the following page details the Group’s sensitivity to a reasonably possible (10%) increase or de- crease in the New Zealand dollar against the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for the change in foreign currency rates. 2021 2020 Carrying amount +/- 10% effect on profit before tax +/- 10% effect on equity Carrying amount +/- 10% effect on profit before tax +/- 10% effect on equity $’000 $’000 $’000 $’000 $’000 $’000 Financial assets Cash and cash equivalents USD AUD JPY GBP 386 2,057 983 41 39 206 98 4 39 206 98 4 2,749 65 160 29 275 275 6 16 3 6 16 3 ANNUAL REPORT 2021Notes to the Consolidated Financial Statements For the year ended 31 March 2021 41 2021 2020 CONTINUED Carrying amount +/- 10% effect on profit before tax +/- 10% effect on equity Carrying amount +/- 10% effect on profit before tax +/- 10% effect on equity $’000 $’000 $’000 $’000 $’000 $’000 2,963 - 88 333 94 11 8 296 296 - 9 33 9 1 1 - 9 33 9 1 1 3,258 40 1,034 396 30 15 9 326 4 103 326 4 103 40 40 3 1 1 3 1 1 Trade receivables USD AUD JPY Financial liabilities Trade payables USD AUD EUR JPY (d) Credit Risk Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to the Group. Financial instruments which potentially subject the Group to credit risk, principally consist of bank balances and accounts receivable. The Board monitors and manages the exposure to credit risk through the ongoing review of aged receivables and their recoverability. The maximum exposures to credit risk at balance date are: Cash, cash equivalents and term deposits Accounts receivable 2021 $’000 42,353 3,051 2020 $’000 14,219 4,341 At 31 March 2021, the credit risk associated with accounts receivable is considered minor due to the mix of large organisations. The Group’s bank accounts are held with reputable banks in New Zealand and overseas. Other- wise the Group does not have any other concentrations of credit risk. The Group does not require any collateral or security to support financial instruments. (e) Liquidity Risk Management Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appro- priate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate re- serves by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. 27. Events after reporting period No material events occurred after the reporting period. ANNUAL REPORT 202142 Supplementary Financial Information For the year ended 31 March 2021 The supplementary financial information does not form part of the financial statements. To assist in understand- ing the Group’s performance, The Director’s have provided additional disclosure of the Group’s results. Reconciliation of net (loss)/profit before tax to EBITDA Net (loss)/profit before tax Add Back: Interest expense on Lease liabilities Less: Interest Income Add Back: Depreciation Add Back: Amortisation EBITDA 2021 $’000 (7,700) 127 (86) 627 1,965 (5,067) 2020 $’000 1,215 69 (238) 432 1,745 3,223 Reconciliation of net (loss)/profit to pro forma Consolidated Statement of Comprehensive Income Net (loss)/profit after tax Add bank: Professional services related to ASX Initial Public Offering Less: Incremental full year ASX listing costs Pro forma net (loss)/profit after tax 2021 $’000 (7,930) 1,235 (268) (6,963) Reconciliation of EBITDA to pro forma Consolidated Statement of Comprehensive Income EBITDA Add bank: Professional services related to ASX Initial Public Offering Less: Incremental full year ASX listing costs Pro forma EBITDA 2021 $’000 (5,067) 1,235 (268) (4,100) 2020 $’000 1,007 - (403) 604 2020 $’000 3,223 - (403) 2,820 EBITDA is a non-GAAP measure and is defined as earnings before net finance costs, income tax, depreciation and amortisation. ANNUAL REPORT 202143 NZX Governance Report For the year ended 31 March 2021 Corporate Governance Statement This corporate governance statement demonstrates Plexure’s compliance with the NZX Corporate Governance Code. The objective of the Board is to enhance shareholder value. The Board and management of Plexure are committed to ensuring that the Company meets best practice by the use of principles that provide guidance on appropriate standards and conduct. As the Code and the principles set out in it cannot capture every situation that might arise, Plexure personnel are requested to assess actions and decisions against the backdrop of the principles and spirit of the Code and always seek to act consistently with that. The Code has been approved by the board of governance principles and adheres to high ethical directors (the “Board”) of Plexure. standards. Plexure is trading on the NZX Main Board. The Company commenced quotation on the Australian Securities Exchange (“ASX”) in a foreign exempt listing on 25 November 2020. Pursuant to ASX Listing Rule 1.15.3, the Company confirms that it continues to comply with the NZX Main Board Listing Rules. Recommendation 1.2 Financial dealing policy “An issuer should have a financial product dealing policy which applies to employees and directors.” Plexure is committed to financial integrity and to ensuring compliance with all regulatory market requirements at all times. Plexure’s Securities Trading Policy is a critical part of this commitment The Board considers that, as at 31 March 2021, the and of ensuring every member of the Plexure Company complied with the recommendations set team is aware of their obligations and legal by the NZX Corporate Governance Code 2020. requirements for trading in Plexure securities. Principle 1: Code of Ethical Behaviour “Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being followed throughout the organisation.” Recommendation 1.1 Code of Ethical Behaviour All of Plexure’s policies are owned by the board or a board delegate and are regularly reviewed. The Plexure Securities Trading Policy was last reviewed in January 2020. Principle 2: Board composition and Performance “To ensure an effective board, there should be a balance of independence, skills, knowledge, “The board should document minimum standards experience and perspectives.” of ethical behaviour to which the issuer’s directors and employees are expected to adhere.” The Plexure Code of Ethics (the “Code”) is fundamental to the way that Plexure Group Limited (“Plexure” or the “Company”) does business and it is published on our website. The purpose of the Code is to ensure high standards of ethical conduct. The Code aims to achieve this purpose Recommendation 2.1 Written Board Charter “The board of an issuer should operate under a written charter which sets out the roles and responsibilities of the board. The board charter should clearly distinguish and disclose the respective roles and responsibilities of the board and management.” ANNUAL REPORT 202144 NZX Governance Report For the year ended 31 March 2021 Recommendation 2.1 Written Board Charter potential candidates are recruited based on the (continued) specific skill set they can bring to the Board. The candidate will be interviewed by the Chair and a The Plexure Board Charter sets out how the sub-committee of the Board. They will be subject board exercises and discharges its powers and to checks on their character, education, criminal responsibilities, including through committees and bankruptcy history. established by the board. The Charter defines and prescribes the relationship between the board, Recommendation 2.3 Written agreements with the CEO, and the executive team. each director The Board has statutory responsibility for the affairs and activities of the Company, which in practice is achieved through delegation to the Chief Executive Officer of the day-to-day leadership and management of the Company. Recommendation 2.2 Nominating and appointing directors to the board. “Every issuer should have a procedure for the nomination and appointment of directors to the board.” Plexure’s procedures for the nomination and appointment of directors are covered by the remuneration committee. One third of the Directors stand for re-election at each AGM “An issuer should enter into written agreements with each newly appointed director establishing the terms of their appointment.” Plexure’s Directors enter into a written agreement establishing the terms of their appointment, including Plexure’s expectations for the role of director. Recommendation 2.4 Information on directors “Every issuer should disclose information about each director in its annual report or on its website, including a profile of experience, length of service, independence and ownership interests and director attendance at board meetings.” (as per the Board Charter). From time to time Profiles of each director’s experience can be Plexure will seek new Directors for its Board. The found on the website. Phil Norman Chair – Independent Craig Herbison Executive Director 23 August 2012 (8 years, 7 months) 19 June 2018 (2 years, 9 months) Brian Russell Independent Sharon Hunter Independent 27 Oct 2017 (3 years, 5 months) 27 November 2015 (5 years, 4 months) Robert Bell Independent 8 April 2019 (2 years) Jack Matthews Independent 1 July 2019 (1 year, 9 months) ANNUAL REPORT 2021 45 NZX Governance Report For the year ended 31 March 2021 Directors disclosed the following relevant interests in shares as at 31 March 2021: Director Phil Norman Beneficially Associated Persons 3,194,405 9,362 Recommendation 2.5 Diversity Policy “An issuer should have a written diversity policy which includes requirements for the board or a relevant com- mittee of the board to set measurable objectives for achieving diversity (which, at a minimum, should address gender diversity) and to assess annually both the objectives and the entity’s progress in achieving them. The issuer should disclose the policy or a summary of it.” Plexure is committed to creating and maintaining an inclusive and collaborative workplace culture by recognis- ing the values of a diverse and skilled workforce. This commitment extends to all areas of its business and is encompassed in Plexure’s diversity policy which is available on our website. As at 31 March 2021, the gender balance of the Company’s directors, officers and all employees and contractors were as follows: 2021 2020 Female Male Total Female Male Total Directors Executive Employees & contractors Total (including directors) Percentage 1 0 41 42 27% 5 4 104 113 73% 6 4 145 155 1 2 30 33 100% 23% 5 3 103 111 77% 6 5 133 144 100% The gender balance remains an area of focus within the company. As at 31 March 2021, the ethnical balance of the Company’s directors, officers and all employees and contrac- tors were as follows: 2021 2020 Directors and Executives Employees and contractors Total Directors and Executives Employees and contractors Total NZ European Asian Middle Eastern European American Total 10 - - - - 10 35 80 2 19 9 145 45 80 2 19 9 155 11 - - - - 11 35 73 4 10 11 133 46 73 4 10 11 144 Plexure’s Directors also believe that diversity goes beyond gender and ethnicity and that diversity is the key to succeeding in the fast-changing world. ANNUAL REPORT 202146 NZX Governance Report For the year ended 31 March 2021 Recommendation 2.6 Director training of the board at Plexure, and Craig Herbison is the “Directors should undertake appropriate training to remain current on how to best perform their duties as directors of an issuer.” Plexure is committed to the ongoing development of the board however during the year ended 31 March 2021 Plexure did not organise any group CEO at Plexure. Principle 3: Board committees “The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.” training for Directors. Directors of their own Recommendation 3.1 Audit committee accord attended sessions on their statutory requirements. Recommendation 2.7 Performance “An issuer’s audit committee should operate under a written charter. Membership on the audit committee should be majority independent and comprise solely of non-executive directors of the “The board should have a procedure to issuer. The chair of the audit committee should not regularly assess director, board and committee also be the chair of the board.” performance.” As per Plexure’s charter the Board reviews its written charter and is made up of independent performance as a whole on an annual basis. directors. The Chair of the ARC is not the Chair of Plexure’s Audit and Risk Committee (ARC) has a Performance reviews of individual Directors will the Board. be undertaken as required and determined by the Board. Plexure has its next scheduled Board Current members: Robert Bell (Chair), Phil Norman, review in August 2021. Sharon Hunter. Recommendation 2.8 Independent Directors The role of the ARC is defined in the ARC Charter. “A majority of the board should be independent directors.” The majority of Plexure’s Board of Directors consists of independent directors. Recommendation 2.9 Chair and CEO The purpose of the ARC is to provide a specific governance focus on enterprise risks and the financial management, accounting, audit and reporting of Plexure and its subsidiaries. Recommendation 3.2 Employees attend audit committee “Employees should only attend audit committee “An issuer should have an independent chair of the meetings at the invitation of the audit committee.” Board. If the chair is not independent, the chair and the CEO should be different people.” Plexure’s employees only attend ARC meetings at the invitation of the Audit and Risk Committee. The Plexure’s Board Charter states that the Chair is Chief Financial Officer, the Financial Controller and separate from the CEO. Phil Norman is the Chair the Auditors are regular invitees to these meetings. ANNUAL REPORT 202147 NZX Governance Report For the year ended 31 March 2021 Recommendation 3.3 Remuneration committee to have any other board committees as standing board committees. All committees should operate “An issuer should have a remuneration committee under written charters. An issuer should identify which operates under a written charter (unless the members of each of its committees, and this is carried out by the whole board). At least a periodically report member attendance.” majority of the remuneration committee should be independent directors. Management should only Plexure has no other committees. attend remuneration committee meetings at the Attendance at board meetings invitation of the remuneration committee.” Plexure’s Remuneration Committee has a meetings: Directors attended the following total number of written charter which is available on the website. Plexure’s remuneration committee is made up of independent directors. Current members: Phil Norman (Chair), Sharon Hunter, Brian Russell, Jack Matthews. The remuneration committee approves Phil Norman Sharon Hunter Brian Russell Craig Herbison Robert Bell Jack Matthews 12 of 13 13 of 13 13 of 13 13 of 13 13 of 13 13 of 13 performance criteria and remuneration for the Recommendation 3.6 Protocols for takeover offer CEO and recommends incentive payment or other adjustments to CEO remuneration to the board, taking into account the CEO’s performance review with the board. Recommendation 3.4 Nomination committee “The board should establish appropriate protocols that set out the procedure to be followed if there is a takeover offer for the issuer including any communication between insiders and the bidder. It should disclose the scope of independent advisory reports to shareholders. These protocols “An issuer should establish a nomination should include the option of establishing an committee to recommend director appointments independent takeover committee, and the to the board (unless this is carried out by the whole likely composition and implementation of an board), which should operate under a written independent takeover committee.” charter. At least a majority of the nomination committee should be independent directors.” Plexure has a takeover protocol that has been prepared by an external advisor that outlines all the Plexure does not have a separate nomination appropriate procedures if a takeover offer has been committee. The Board as a whole undertakes the received. role of nominations committee given the size of the company. Principle 4: Reporting and disclosure Recommendation 3.5 Other committees “The board should demand integrity in financial and non-financial reporting, and in the timeliness and “An issuer should consider whether it is appropriate balance of corporate disclosures.” ANNUAL REPORT 2021 48 NZX Governance Report For the year ended 31 March 2021 Recommendation 4.1 Continuous disclosure “An issuer’s board should have a written continuous disclosure policy.” include forward looking assessment, and align with key strategies and metrics monitored by the board.” The ARC plays a central role in Plexure’s commitment to transparent reporting of its financial Plexure is committed to notifying the market and non-financial performance. The ARC Charter through full and fair disclosure to the NZX of any clearly defines the roles of the board, the ARC, the material information related to its business required executive, and external auditors. by applicable listing rules. The Market Disclosure Policy assists the Board with the need to keep Plexure’s investors and markets informed through Financial reporting a timely, clear and balanced approach which The executive is responsible for implementing and communicates both positive and negative news. maintaining appropriate accounting and financial Plexure has appointed its Chief Financial Officer reporting principles, policies, and internal controls designed to ensure compliance with accounting (CFO) as the Disclosure Officer. The CEO and the standards and applicable laws and regulations. executive team are required to provide all material information to the Disclosure Officer. Plexure’s external auditor, Deloitte, is responsible Recommendation 4.2 Make key documents and review in line with applicable auditing and for planning and carrying out each external audit available “An issuer should make its code of ethics, board and committee charters and the policies recommended in the NZX Code, together with any other key governance documents, available on its website.” review standards. Deloitte is accountable to shareholders through the ARC and the Board respectively. The Board retains overall responsibility for financial reporting. The ARC makes sure that it and the full Board are sufficiently informed about good-practice financial reporting and Plexure’s operations to Plexure’s Code of Conduct, board and committee know whether financial reporting is fit for purpose. charters, and other policies recommended in the This means it represents a balanced viewpoint, NZX Code, together with other key governance is factual and complete, and is effectively documents are available on Plexure’s website. implemented. Recommendation 4.3 Financial reporting Non-Financial reporting “Financial reporting should be balanced, clear and objective. An issuer should provide non- financial disclosure at least annually, including considering environmental, economic, and social sustainability factors and practices. It should explain how Plexure has not adopted environmental, social and governance reporting. Principle 5: Remuneration operational or non-financial targets are measured. “The remuneration of directors and executives Non-financial reporting should be informative, should be transparent, fair and reasonable.” ANNUAL REPORT 202149 NZX Governance Report For the year ended 31 March 2021 Directors remuneration received in FY21 Board Fees Salary, Bonus and Consultancy fees Phil Norman (Chair) Sharon Hunter Brian Russell Craig Herbison Robert Bell Jack Matthews 95,000 50,000 50,000 - 60,000 50,000 30,000 - - 647,216 10,000 - Recommendation 5.1 Director remuneration Remuneration of directors “An issuer should recommend director remuneration to shareholders for approval in a transparent manner. Actual director remuneration should be clearly disclosed in the issuer’s annual report.” None of the directors are entitled to any remuneration from Plexure other than directors’ fees and reasonable travel, accommodation, and other expenses incurred in the course of performing duties or exercising powers as directors. No directors are entitled to any The last director remuneration review was retirement benefits. proposed for shareholder vote at the Annual Meeting in September 2020. The review indicated the pool should be increased to $500,000 per year, shareholder approval was achieved. Recommendation 5.2 Remuneration policy for directors and officers “An issuer should have a remuneration policy for remuneration of directors and officers, which outlines the relative weightings of remuneration components and relevant performance criteria.” Remuneration of Plexure employees including executives Plexure provides the opportunity for the employees to receive, where performance merits, a total remuneration package for equivalent market-matched roles. Plexure’s Remuneration Committee reviews the annual performance appraisal outcomes for all Executive Team members, including the Chief Executive Officer. The review takes into account external benchmarking to ensure competitiveness with comparable market Plexure’s Board and Executive remuneration policy peers, along with consideration of an individual’s which is published on Plexure’s website sets out performance, skills, expertise and experience. policies which are designed to be fair, simple and transparent. It is designed to promote a high- Total remuneration is made up of three performance culture and to align remuneration to components being: fixed remuneration, short- the development and achievement of strategies term performance-based cash remuneration and business objectives to create sustainable and long-term performance-based equity value for shareholders. remuneration. ANNUAL REPORT 202150 NZX Governance Report For the year ended 31 March 2021 Fixed Remuneration of the CEO and the executive team against established objectives. Fixed remuneration consists of base salary and benefits where applicable (generally based on All of Plexure’s permanent employees, including local requirements). management, have undertaken performance Short-Term Incentive Short-term incentives (STI) are at-risk reviews in 2021. Plexure’s employee remuneration tables payments designed to motivate and reward for The data in this section relates to Plexure performance, typically in that financial year. The permanent employees only. target value of an STI payment is set annually, usually as a percentage of the executive’s base Plexure notes the high proportion of employees salary. The relevant percentage ranges from earning above $100,000 reflects Plexure’s 20% to 50%. Long Term Incentives - Options business model and the demand for skill staff particularly in the Technology sector. During the period employees, including In August 2012, the Group established a share executive directors, within the Group received option plan that entitles employees to purchase annualised remuneration, termination payments shares in the Company. In accordance with the and benefits which exceeded $100,000 as terms of issue of the options, holders are entitled follows: to acquire shares at the price determined at the time the options were issued. The granting of options is designed to align the rewards for Executive Team members with the enhancement of shareholder value over a multi- year period. The options vest over three years and must be exercised within five years. The number of options granted to the Executive team is determined by the Board. Evaluating performance Plexure’s Executive will evaluate staff performance at year end. The board is responsible for monitoring the performance ANNUAL REPORT 2021 51 NZX Governance Report For the year ended 31 March 2021 Plexure’s employee remuneration tables (continued) $100-$110,000 $110-$120,000 $120-$130,000 $130-$140,000 $140-$150,000 $150-$160,000 $160-$170,000 $170-$180,000 $180-$190,000 $190-$200,000 $200-$210,000 $230-$240,000 $240-$250,000 $250-$260,000 $260-$270,000 $280-$290,000 $300-$310,000 $340-$350,000 $360-$370,000 $380-$390,000 $410-$420,000 $470-$480,000 $640-$650,000 $710-$720,000 2021 2020 NZ Entity Intl Entity Total NZ Entity Intl Entity Total 15 14 5 9 5 3 6 4 - - - 1 - - - - - 1 - - 1 1 1 - 1 1 - 1 - 1 - 1 - 1 2 - 2 - - - - - - - - - - - 16 15 5 10 5 4 6 5 - 1 2 1 2 - - - - 1 - - 1 1 1 - 3 7 3 3 4 4 2 1 1 - 1 - - 1 1 1 - - - 1 - - - 1 1 - - 1 - - - - - - 1 - - - - - 1 - 1 - - - - - 4 7 3 4 4 4 2 1 1 - 2 - - 1 1 1 1 - 1 1 - - - 1 66 10 76 34 5 39 Recommendation 5.3 CEO remuneration “An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should include disclosure of the base salary, short term incentives and long-term incentives and the performance criteria used to determine performance based payments.” In FY21, Craig had a base salary of $500,000 per annum. The base salary is reviewed annually with effect from 1 April each year. In addition to his base salary, he may also be paid an annual Short-Term Incentive (STI) payment with an on-target value of 50 percent of his base salary. Payment of an STI is at the board’s discretion and is assessed in the first quarter of each financial year, based on business performance in the previous financial year. Craig is also entitled to share options. The size of the package of options is determined by the Remuneration Committee. For further information on the CEOs salary see the additional NZX disclosures. ANNUAL REPORT 2021 52 NZX Governance Report For the year ended 31 March 2021 Principle 6: Risk management “Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.” Recommendation 6.1 Risk management framework “An issuer should have a risk management framework for its business and the issuer’s board should receive and review regular reports. An issuer should report the material risks facing the business and how these are being managed.” Plexure’s risk management policy is published on its website. Plexure has a number of risk management policies, as well as related internal compliance systems that are designed to: 1. optimise the return to, and protect the interests of stakeholders; 2. safeguard Plexure’s assets and maintain its reputation; 3. improve Plexure’s operating performance; and 4. fulfil Plexure’s strategic objectives. The risk management approach focuses on management of the following material business risks: 1. Operating risks; 2. Financial risks; 3. Organisational risks; and 4. Corporate risks. The Board is ultimately responsible for overseeing the effectiveness of the risk management system, and the adequacy of the internal compliance and controls, which it believes should be monitored and managed on a continuing basis. Plexure has in place number of mechanisms and internal controls intended to identify and manage areas of material business risk. The Audit and Risk Committee (ARC) is responsible for oversight, monitoring, and reviews. The CEO is responsible for promoting a culture of proactively managing risks and reporting to the ARC. Recommendation 6.2 Health and safety risks “An issuer should disclose how it manages its health and safety risks and should report on their health and safety risks, performance and management.” Plexure has appointed an internal health and safety officer who receives appropriate training on an ongoing basis. Plexure maintains a risk register and the Board receives an updated risk register and report on a monthly basis at the Board meeting. Due to the size and nature of Plexure’s business and associated health and safety risks we do not currently report externally on Health & Safety. Principle 7: Auditors “The board should ensure the quality and independence of the external audit process.” Recommendation 7.1 Establish a framework “The board should establish a framework for the issuer’s relationship with its external auditors.” Plexure’s External Auditor Independence Policy sets out the work that the external auditor is ANNUAL REPORT 202153 NZX Governance Report For the year ended 31 March 2021 required to do and specifies the services that Plexure does not have an internal audit function. the external auditor is not permitted to do. This ensures the ability of the auditor to carry Principle 8: Shareholder rights and relations out their role is not impaired and could not be reasonably perceived to be impaired. All non-audit work that the external auditor performs must be approved by the Chair of the ARC. The approval details what work is to be “The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage with the issuer.” performed and how auditor independence and Recommendation 8.1 Website objectivity are maintained. The policy requires that the development of local and overseas practice for other related assurance services be continuously monitored so that Plexure’s policies comply with best practice. “An issuer should have a website where investors and interested stakeholders can access financial and operational information and key corporate governance information about the issuer.” Deloitte has been the external auditor of Plexure The investor section of Plexure’s website contains for 8 years. The tenure and reappointment procedure of the external auditor is detailed in the External Auditor Independence Policy. Plexure is committed to having financial reports externally audited to ensure they meet international accounting standards. Recommendation 7.2 External auditor attend Annual Meeting financial and operational information and key corporate governance information. Recommendation 8.2 Investor communications “An issuer should allow investors the ability to easily communicate with the issuer, including providing the option to receive communications from the issuer electronically.” “The external auditor should attend the issuer’s multiple channels throughout the year: continuous Annual Meeting to answer questions from market disclosure, half-year and full-year shareholders in relation to the audit.” reporting, investor roadshow meetings and an Plexure communicates with shareholders through In the past, Plexure’s external auditors have attended the Annual Meeting, where they have been available to answer shareholders’ Annual Shareholders’ Meeting. Plexure provides and advocates for the option for investors to receive communications questions about the audit. Plexure expects the electronically, to and from both Plexure and its auditor to attend the 2021 Annual Meeting. share register. Recommendation 7.3 Internal audit “Internal audit functions should be disclosed.” Shareholders can directly access our CEO and CFO who respond directly to shareholder phone calls and emails. ANNUAL REPORT 202154 NZX Governance Report For the year ended 31 March 2021 Recommendation 8.3 Shareholder right to vote “Quoted equity security holders should have the right to vote on major decisions which may change the nature of the issuer in which they are invested.” Major decisions that may change the nature of Plexure’s business are presented as resolutions at the ASM and voted on by shareholders. Recommendation 8.4 Additional equity capital “If seeking additional equity capital, issuers of quoted equity securities should offer further equity securities to existing equity security holders of the same class on a pro rata basis, and on no less favorable terms, before further equity securities are offered to other investors.” Plexure’s shareholders receive offers to purchase of additional securities on the pro rata basis, in the event of additional capital issue. Recommendation 8.5 Notice of Annual Meeting “The board should ensure that the notices of annual or special meetings of quoted equity security holders is posted on the issuer’s website as soon as possible and at least 20 days prior to the meeting.” Each year, the annual shareholders notice of meeting in posted in Plexure’s website and is sent to shareholders by mail and email at least 20 days before the meeting. ANNUAL REPORT 2021 55 Additional NZX Disclosure For the year ended 31 March 2021 1. Substantial Product Holders Pursuant to section 280 of the Financial Markets Conduct Act 2013, the following persons had given notice as at the balance date of 31 March 2021 that they were substantial product holders in the Company: Name Forsyth Barr Custodians Limited Atlas Bear LLC Allectus Capital Limited 2. Spread of Security Holders at 31 March 2021 No. of Shares 18,009,671 16,423,629 12,706,989 % of Issued Shares 10.38 9.47 7.33 1 – 999 1,000 – 4,999 5,000 – 9,999 10,000 – 99,999 100,000 – 499,999 500,000 – 999,999 1,000,000 and above TOTAL Shareholders Number 401 1,350 703 1,192 116 13 27 % 10.55 35.51 18.49 31.35 3.05 0.34 0.71 Shares Number 208,200 3,348,099 4,705,997 30,739,011 21,721,079 9,538,564 % 0.12 1.93 2.71 17.72 12.53 5.50 103,181,079 59.49 3,802 100.00 173,442,029 100.00 ANNUAL REPORT 202156 Additional NZX Disclosure For the year ended 31 March 2021 3. Twenty Largest Equity Security Holders The names of the 20 largest holders of ordinary issued shares as at 31 March 2021 are listed below: Top 20 Shareholders Forsyth Barr Custodians Limited (Account 1 NRL) Atlas Bear LLC Allectus Capital Limited Forsyth Barr Custodians Limited (Account 1 E) New Zealand Depository Nominee Limited Accident Compensation Corporation - NZCSD Public Trust Class 10 Nominees Limited - NZCSD Collins Asset Management Limited Phillip John Norman HSBC Custody Nominees (Australia) Limited Sharbo Limited Citicorp Nominees Pty Limited National Nominees Limited - NZCSD Hobson Wealth Custodians Limited HSBC Nominees (New Zealand) Limited - NZCSD Andrew Lawrence Dalziel Jarden Custodians Limited ASB Nominees Limited Washington H Soul Pattinson and Company LTD JAOBQ Pty Limited No. of Issued Ordinary Shares 18,009,671 16,423,629 12,706,989 5,449,768 5,357,697 5,152,558 4,329,272 3,838,692 3,194,405 3,123,293 3,081,095 2,288,477 2,249,118 1,853,298 1,753,161 1,518,614 1,500,000 1,277,666 1,277,434 1,257,143 % Issued 10.38 9.47 7.33 3.14 3.09 2.97 2.50 2.21 1.84 1.80 1.78 1.32 1.30 1.07 1.01 0.88 0.86 0.74 0.74 0.72 4. Interests Register There were no transactions between the Group and Directors during the year other than their remuneration for Director services, Consulting services and in Craig Herbison’s case for remuneration as CEO. 95,641,980 55.15 5. Directors’ Remuneration Directors’ remuneration is as follows: Phil Norman Sharon Hunter Brian Russell Craig Herbison Robert Bell Jack Matthews Chairman fee Consulting fee Director fee Director fee Salary and Benefits Director fee Consulting fee Director fee 2021 $ 95,000 30,000 50,000 50,000 647,216 60,000 10,000 50,000 2020 $ 72,500 20,000 42,500 42,500 717,002 46,722 - 30,833 ANNUAL REPORT 202157 Additional NZX Disclosure For the year ended 31 March 2021 6. Directors’ Equity Security Holdings Details of director equity securities holdings as at 31 March 2021 are set out below: Name of Director Phil Norman Shares Beneficially 3,194,405 Associated Persons 9,362 Directors are not required to hold shares as part of their Directorship. 7. Share Dealing There was no share dealing by the Directors during the year ended 31 March 2021. 8. Directors’ Loans There were no loans from the Group to Directors. 9. Use of Company Information The Board received no notices during the year from directors requesting to use the Group information received in their capacity as directors which would not have been otherwise available to them. 10. Dividend The Directors recommend that no dividend be paid in relation to ordinary shares on issue. 11. CEO’s salary In FY21, Craig had a base salary of $500,000 per annum. The base salary is reviewed annually with effect from 1 April each year. In addition to his base salary, Craig may also be paid an annual Short-Term Incentive (STI) payment with an on-target value of 50 percent of his base salary. Payment of an STI is at the board’s discretion and is assessed in the first quarter of each financial year, based on business performance in the previous financial year. Craig is also entitled to share options. The size of the package of options is determined by the Remuneration Committee. As at 31 March 2021 Craig had 3,659,903 options granted to him. ANNUAL REPORT 202158 Additional NZX Disclosure For the year ended 31 March 2021 12. Remuneration of Auditors Audit of the financial statements Tax compliance services Ancillary assurance services Ancillary assurance services related to ASX Initial Public Offering 2021 $’000 71 18 26 37 152 2020 $’000 69 35 27 - 131 The auditor of the Group is Deloitte Limited for the year ended 31 March 2021. 13. Donations The Group made no donations during the year ended 31 March 2021 (2020: Nil). 14. Directors Holding Office The names of the Directors of the Group, who held office during and since the end of the year are: Phil Norman Sharon Hunter Brian Russell Craig Herbison Robert Bell Jack Matthews ANNUAL REPORT 2021Directory As at 31 March 2021 59 Company Number 244518 NZ Business Number 9429039937803 Directors Phil Norman – Chairman Sharon Hunter Brian Russell Craig Herbison Robert Bell Jack Matthews Registered Office Level 2, 1 Nelson Street, Auckland Postal Address PO Box 90722 Victoria Street West Auckland Share Registrar Computershare Investor Services Limited Private Bag 92119 Auckland Phone: 09 488 8700 Fax: 09 488 8787 Auditors Deloitte Limited Bankers Solicitors Private Bag 115033 Shortland Street Auckland ASB Bank PO Box 35 Shortland Street Auckland Bell Gully PO Box 1291 Wellington Website www.plexure.com ANNUAL REPORT 2021PlexureLevel 2, 1 Nelson StreetAuckland, 1010New Zealand(+64) 9 358 1500investors@plexure.com

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