Annual Report 2021Others Guess,Plexure Knows 02
ANNUAL REPORT 2021 03
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 2021 04
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 2021 05
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 2021 06
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 2021 07
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 2021 09
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 2021 11
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 2021 13
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 2021 The 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 2021 Consolidated 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 2021 16
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 2021 Consolidated 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 2021 18
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 2021 20
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 2021 21
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 2021 23
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 2021 26
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 2021 Notes 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 2021 28
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 2021 Notes 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 2021 32
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 2021 Notes 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 2021 34
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 2021 35
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 2021 36
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
$’000
(23,717)
20
1,007
(22,690)
ANNUAL REPORT 2021 37
Notes to the Consolidated Financial Statements
For the year ended 31 March 2021
21. Related Party Transactions
At reporting date, the Directors of the Company controlled 2% (2020: 2%) of the voting shares in the Company.
Phil Norman
Director and Committee fees ($)
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 2021 38
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 2021 39
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 2021 40
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 2021 Notes 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 2021 42
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 2021 43
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 2021 44
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 2021 46
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 2021 47
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 2021 49
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 2021 50
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 2021 53
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 2021 54
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 2021 56
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 2021 57
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 2021 58
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 2021 Directory
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 2021 PlexureLevel 2, 1 Nelson StreetAuckland, 1010New Zealand(+64) 9 358 1500investors@plexure.com