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RAK 2020 Annual Report & Review

Annual Report2 July 2020RAKInformation Technology

Rakon Limited
Annual Report 2020

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Table of Contents

Directors’ Statement .................................................................................................................................... 3

Statement of Comprehensive Income .......................................................................................................... 4

Statement of Changes in Equity ................................................................................................................... 5

Balance Sheet ............................................................................................................................................... 6

Statement of Cash Flows .............................................................................................................................. 7

Notes to the Financial Statements ............................................................................................................... 9

Independent Auditor’s Report ................................................................................................................... 44

Shareholder Information ............................................................................................................................ 51

Corporate Governance Report ................................................................................................................... 55

Directory ..................................................................................................................................................... 64




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3


Directors’ Statement

The Directors are responsible for ensuring that the financial statements fairly present the financial position of the Group as at 31 March 2020

(FY2020) and the financial performance and cash flows for the year ended on that date.

The Directors consider that the financial statements of the Group have been prepared using appropriate accounting policies, consistently applied

and supported by reasonable judgements and estimates, and that all relevant financial reporting and accounting standards have been followed.

The Directors believe that proper accounting records have been kept, which enable, with reasonable accuracy, the determination of the financial

position of the Company and the Group and facilitate compliance of the financial statements with the Financial Markets Conduct Act 2013.

The Directors consider they have taken adequate steps to safeguard the assets of the Company and the Group and to prevent and detect fraud and

other irregularities.

The Directors present the financial statements, set out in pages 4 – 43, of Rakon Limited and subsidiaries for the year ended 31 March 2020.

The Board of Directors of Rakon Limited authorised these financial statements for issue on 29 June 2020.



On behalf of the Directors





___________________________ _______________________________

BR Irvine BJ Robinson

Chair CEO, Managing Director

4
4


Statement of Comprehensive Income

For the year ended 31 March 2020


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



20202019

Note $000s$000s

Continuing operations

Revenue5118,980113,985

Cost of sales(66,947)(62,317)

Gross profit52,03351,668

Other operating income728121

Operating expenses6(48,081)(47,338)

Other (losses)/gains – net8(438)718

Operating profit3,5425,169

Finance income9837

Finance costs9(1,063)(571)

Share of net profits of associates and joint venture16797839

Profit before income tax3,2845,474

Income tax credit/(expense)21696(2,110)

Net profit for the year attributable to equity holders of the Company3,9803,364

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Decrease in fair value cash flow hedges(7,247)(1,812)

Cost of hedging 57031

Exchange differences on translation of foreign operations4,1401,329

Income tax relating to components of other comprehensive income2,029507

Items that will not be reclassified subsequently to profit or loss

Changes in fair value of equity investments at fair value through other comprehensive income –

Thinxtra

(1,632)(454)

Other comprehensive income for the year, net of tax (2,140)(399)

Total comprehensive income for the year attributable to equity holders of the Company1,8402,965

Earnings per share attributable to the equity holders of the CompanyCentsCents

Basic earnings per share231.8 1.5

Diluted earnings per share231.8 1.5

5
5


Statement of Changes in Equity

For the year ended 31 March 2020


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


















Share c api tal

Retained

e arni ngsOther reservesTotal equity

Note$000s$000s$000s$000s

Balance at 31 March 2018

181,024 (73,219) (20,754) 87,051

Net profit after tax for the year

- 3,364 - 3,364

Currency translation differences

24 - - 1,329 1,329

Cash flow hedges, net of tax

24 - - (1,274) (1,274)

Changes in fair value of equity investments at fair value through other

comprehensive income – Thinxtra

24 - - (4 54 ) (4 54 )

Total comprehensive income for the year

- 3,364 (399) 2,965

Balance at 31 March 2019

181,024 (69,855) (21,153) 90,016

Net profit after tax for the year

- 3,980 - 3,980

Currency translation differences

24 - - 4,140 4,140

Cash flow hedges, net of tax

24 - - (4,648) (4,648)

Changes in fair value of equity investments at fair value through other

comprehensive income – Thinxtra

24 - - (1,632) (1,632)

Total comprehensive income for the year

- 3,980 (2,140) 1,840

Balance at 31 March 2020

181,024 (65,875) (23,293) 91,856

6
6


Balance Sheet

As at 31 March 2020


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

20202019

Note$000s$000s

Asse ts

Current assets

Cash and cash equivalents105,0864,719

Trade and other receivables1142,37938,220

Derivative financial instruments 2527307

Financial asset at fair value through profit or loss25219

Inventories1237,62439,310

Current income tax asset889561

Tot al c urre nt asse ts86,00783,136

Non-current assets

Derivative financial instruments 25-258

Financial asset at fair value through other comprehensive income – Thinxtra172,9184,549

Trade and other receivables112,7022,267

Property, plant and equipment1318,92419,394

Right-of-use assets159,730-

Intangible assets149,0039,149

Investment in associates1611,71410,399

Deferred tax asset219,2467,352

Total non-current assets64,23753,368

Total asse t s150,244136,504

Liabilities

Current liabilities

Bank overdraft1812,84811,501

Borrowings18145474

Trade and other payables1922,25226,398

Lease liabilities152,741-

Deferred consideration on acquisition – Rakon India-1,885

Derivative financial instruments255,040945

Provisions20714471

Deferred income – government wage subsidy112,000-

Total current liabilities45,74041,674

Non-current liabilities

Derivative financial instruments 252,840343

Borrowings18-412

Lease liabilities156,704-

Provisions202,9182,990

Deferred tax liabilities211861,069

Total non-current liabilities12,6484,814

Total liabilities58,38846,488

Ne t asse ts91,85690,016

Equity

Share capital22181,024181,024

Other reserves24(23,293)(21,153)

Accumulated losses(65,875)(69,855)

Total equity91,85690,016

7
7


Statement of Cash Flows

For the year ended 31 March 2020


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




20202019

Note$000s$000s

Operating activities

Cash provided from

Receipts from customers116,396114,974

R&D grants received1,5571,894

Other income received3658

117,989116,926

Cash was applied to

Payment to suppliers and others(58,364)(71,695)

Payment to employees(48,860)(46,286)

Interest paid(918)(459)

Income tax paid(446)(254)

(108,588)(118,694)

Net cash flow from operating activities9,401(1,768)

Investing activities

Cash was provi de d from

Sale of property, plant and equipment4482

4482

Cash was applied to

Purchase of property, plant and equipment(3,753)(6,188)

Purchase of intangibles(774)(720)

Purchase of shares in Centum Rakon India Private Limited(2,148)(5,848)

(6,675)(12,756)

Net cash flow from investing activities(6,631)(12,674)

Financing activities

Cash was applied to

Lease liabilities payments(3,078)-

Finance lease payments-(24)

Cash was applied to financing activities(3,078)(24)

Net cash flow from financing activities(3,078)(2 4 )

Net decrease in cash and cash equivalents(308)(14,466)

Effects of exchange rate changes on cash and cash equivalents(672)144

Cash and cash equivalents at the beginning of the year(6,782)7,540

Cash and cash equivalents at the end of the year10(7,762)(6,782)

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8


Statement of Cash Flows

For the year ended 31 March 2020


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



31 March31 March

20202019

Note$000s$000s

Reconciliation of net profit to net cash flows from operating activities

Reported net profit after tax3,9803,364

Adjustments for

Depreciation and amortisation expense68,8235,802

Increase in allowance for expected credit loss4475

Interest expenses164-

Provisions provided415342

Movement in foreign currency1,608439

Deferred revenue – Siward technology licence agreement-(101)

Share of net profits of associates and joint venture16(797)(839)

Deferred tax movement21(919)231

Gain on disposal of property, plant and equipment-(82)

9,2986,267

Change in operating assets and liabilities

Increase in trade and other receivables(4,594)(5,007)

Increase/(decrease) in provisions171(246)

Decrease/(increase) in inventories3,020(9,145)

(Decrease)/increase in trade and other payables(2,146)2,781

(Decrease)/increase in tax provisions(328)218

Total impact of changes in working capital items(3,877)(11,399)

Net cash flow from operating activities9,401(1,768)

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9


Notes to the Financial Statements

1. General information ...................................................................................................................... 10

2. Impact of Covid-19 ......................................................................................................................... 10

3. Statement of accounting policies .................................................................................................. 11

4. Segment information ..................................................................................................................... 12

5. Revenue ......................................................................................................................................... 14

6. Expenditure included in net profit ................................................................................................. 15

7. Other operating income ................................................................................................................ 17

8. Other (losses)/gains – net .............................................................................................................. 17

9. Net finance (costs)/income ........................................................................................................... 17

10. Cash and cash equivalents ............................................................................................................. 17

11. Trade and other receivables .......................................................................................................... 18

12. Inventories ..................................................................................................................................... 19

13. Property, plant and equipment ..................................................................................................... 20

14. Intangible assets ............................................................................................................................ 21

15. Leases............................................................................................................................................. 24

16. Interest in associates and joint venture ........................................................................................ 26

17. Investment in Thinxtra – financial asset at fair value through other comprehensive income ..... 28

18. Borrowings ..................................................................................................................................... 29

19. Trade and other payables .............................................................................................................. 30

20. Provisions for other liabilities and charges .................................................................................... 31

21. Taxation ......................................................................................................................................... 31

22. Share capital .................................................................................................................................. 33

23. Earnings per share ......................................................................................................................... 33

24. Other reserves ............................................................................................................................... 34

25. Derivative financial instruments .................................................................................................... 34

26. Financial risk management ............................................................................................................ 36

27. Share based payments ................................................................................................................... 41

28. Principal subsidiaries ..................................................................................................................... 41

29. Commitments ................................................................................................................................ 42

30. Related party information ............................................................................................................. 43

31. Contingencies ................................................................................................................................ 43

32. Subsequent events ........................................................................................................................ 43

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10


1. General information

Rakon Limited (‘the Company’) and its subsidiaries (‘the Group’) are a global technology company that design and manufacture leading frequency

control solutions for a wide range of applications. Rakon has leading market positions in the supply of crystal oscillators to the telecommunications,

global positioning and space & defence markets. The Company is a limited liability company incorporated and domiciled in New Zealand, and its

registered office is at 8 Sylvia Park Road, Mt Wellington, Auckland.

The financial statements of the Group have been presented in New Zealand dollars and has been rounded to the nearest thousands unless otherwise

indicated.

2. Impact of Covid-19

Covid-19 has had a negative short-term impact to the Group with the New Zealand and Indian operations severely restricted for periods of time. In

the medium to longer term Covid-19 is not expected to have a material adverse effect on the Group. The telecommunications segment is a major

part of the Group’s operations and Covid-19 has increased the reliance on remote communications, reliable telecommunications infrastructure and

higher network capacities. At this stage the Group has not seen a material negative change in demand for its products due to Covid-19 including

those used in non-telecommunications segments (i.e. global positioning, space and defence). Further, the Group has not seen a material negative

impact on its customers or suppliers.

The effect of Covid-19 to date on specific areas of the business is explained below.

a. Manufacturing operations

In the period from late March 2020 to the end of April 2020 operations were significantly affected due to severe government imposed closures of

manufacturing operations in New Zealand and India. Both the New Zealand and Indian manufacturing operations were able to resume during April

2020. The New Zealand operation is now back to normal manufacturing capacity with the Indian operations expected to achieve this by the end of

June 2020. The French manufacturing operations were able to continue operating through the period. Non-manufacturing activities were not

significantly impacted with most staff working remotely. Reduced global airfreight capacity made movement of materials difficult for a period,

however movement of materials is no longer an issue.

b. Customers

No material adverse impact has been observed to date in respect of Rakon’s customers. Aging of receivables and cash collections continues to be

within normal ranges and no requests to defer payments have been received to date. The business is not aware of any key customers being in

financial distress due to Covid-19 and no changes to terms have been made as a result of Covid-19. These factors were taken into account in the

assessment of the expected credit loss provision (note 11).

c. Mitigation actions

A number of actions were taken to mitigate the initial effects on the business, these include;

 Ceasing or deferring expenditure (including capital expenditure, incentive payments, temporary rent reductions)

 Applying salary reductions across a large part of the employee base for a period of nine weeks from April 2020

 Reducing directors’ fees by 50% for the quarter beginning April 2020

 Accessing government support where eligible and appropriate to enable the retaining of staff for as long as possible. This was through

initiatives such as wage subsidies, funded furlough’s and through access to longer-term state backed funding in France. The New Zealand

wage subsidy applied for in March 2020 is included in trade and other receivables (note 11) and deferred income – government wage

subsidy for equivalent amounts. The grants from the governments are recognised where there is reasonable assurance that the grant will

be received and the Group will comply with all attached conditions. These are recorded in the Statement of Comprehensive Income over

the period necessary to match them with the costs that they are intended to compensate. No wage subsidies have been recognised in the

current Statement of Comprehensive Income.

d. Going concern assessment

As part of the response to Covid-19, the company undertook detailed planning and forecasting of the business covering a number of scenarios and

took into consideration the current and expected future effects of Covid-19 on the Group. Examples of scenarios modelled include; an extended

period of closure for the New Zealand and Indian manufacturing operations; Group revenue being lower than forecast; higher than expected growth

in inventory. The assessment showed the ‘base case’ or ‘most likely’ outcome was that cash flow and net debt forecasts would be within bank

facility limits and covenants. Further, most downside scenarios modelled could be accommodated apart from a scenario where a second outbreak

was to occur and the New Zealand and Indian manufacturing operations were closed for two months. No new information or developments have

become evident up to the date of signing of these financial statements that would materially adversely impact the base case forecast.

The Directors concluded that these financial statements are prepared on a going concern basis, taking into account the above and acknowledge the

uncertainties around forecasting earnings in the Covid-19 environment. The Directors note that such uncertainties do not represent material

uncertainties related to going concern.


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e. Impairment of assets

Covid-19 is not expected to have a fundamental negative impact in the medium to long term on Rakon’s customers, suppliers or Rakon’s value

proposition. Covid-19 has increased the reliance on remote communications, reliable telecommunications infrastructure and higher network

capacities. The forecasts used to underpin the asset impairment assessments (notes 13 and 14) include the negative short-term impacts of Covid-

19.

f. Inventory (note 12)

The Group has not seen a material negative change in demand for its products due to Covid-19. Accordingly, Covid-19 is not expected to adversely

impact the carrying value of inventory.

g. Derivatives and hedging (note 25)

Derivatives used for hedging are potentially affected by Covid-19 where the forecast hedged items or counterparty credit risks are materially

impacted. The Group’s forecasts for exposures which are hedged are not significantly impacted by Covid-19. The impact of Covid-19 on

counterparty credit risk is also assessed and not considered material.

3. Statement of accounting policies

a. Basis of preparation and measurement base

The Company is registered under the Companies Act 1993 and is a FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013.

The financial statements of the Group have been prepared in accordance with the requirements of Part 7 of the Financial Markets Conduct Act

2013 and the NZX (Main Board) Listing Rules.

These consolidated financial statements for the year ended 31 March 2020 have been prepared in accordance with New Zealand Generally Accepted

Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS), other New

Zealand accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated financial statements

also comply with International Financial Reporting Standards (IFRS). The Group is a Tier 1 for-profit entity.

The financial statements have been prepared on a historical cost basis, with the exception of derivative financial instruments and equity

instruments, which are measured at fair value.

b. Basis of consolidation

The financial statements of the subsidiaries are included in the Company’s financial statements from the date on which control commences until

the date on which control ceases, refer note 28 for further information on subsidiaries. All material intercompany transactions, balances and

unrealised gains on transactions between the subsidiaries are eliminated on consolidation. Interests in associates and joint ventures are accounted

for using equity method, refer note 16.

c. Critical accounting estimates and judgements

The preparation of financial statements in accordance with NZ IFRS requires management to make judgements, estimates and assumptions that

affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and assumptions that involved

a higher degree of judgement or complexity, or are significant to financial statements are listed below and disclosed within the specified notes:

 Calculation of inventory obsolescence (note 12)

 Estimated useful life of product development assets (note 14)

 Impairment of assets (note 14)

 Calculations of right-of-use assets and lease liability (note 15)

 Thinxtra valuation (note 17)

 Estimation of year end income tax and deferred tax (note 21)

 Estimation of contingent liabilities (note 31)

d. Significant accounting policies and new accounting standards

Accounting policies are disclosed within each of the applicable notes to the financial statements. The principal accounting policies applied in the

preparation of these financial statements have been consistently applied except for the new accounting standard, NZ IFRS 16 Leases that replaces

the requirements in NZ IAS 17 Leases. The Group adopted NZ IFRS 16 Leases from 1 April 2019 and have elected to apply it retrospectively with the

cumulative effect of initially applying the standard recognised at the date of initial application. Under this method the Group has not restated

comparatives for this reporting period, refer note 15.

Following adoption of NZ IFRS 16 Leases, the disclosed lease liabilities and right-of-use assets in the interim financial statements of the Group for

the period ended 30 September 2019 have been restated to reflect an error in the lease payments of Rakon India Private Limited. The revised lease

liabilities and right-of-use assets at 30 September 2019 is $9,978,000 and $10,204,000 respectively, an increase of $1,297,000 and $1,287,000. The

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impact of this change on the reported interest on the lease liabilities and depreciation on the right-of-use assets for the period ended 30 September

2019 was not material.

The Group has also reviewed the NZ IFRIC 23 Uncertainty over Income Tax Treatment and has concluded that there is no impact of this on the

financial statements.

e. New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 March 2020 reporting periods and have

not been early adopted by the Group. These standards are not expected to have a material impact on the Group.

f. Foreign currency translation

Functional and presentation currency

The financial statements of each entity in the Group are measured using the currency of primary economic environment in which the entity operates

(‘the functional currency’). The consolidated financial statements are presented in New Zealand dollars, (‘the presentation currency’), which is the

functional currency of the parent.

Transactions and balances

Foreign currency transactions are translated into the relevant functional currency at the exchange rates at the dates of the transactions. Monetary

assets and liabilities denominated in foreign currencies at the balance date are translated to functional currency at the foreign exchange rate at

that date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income, within other (losses)/gains

– net, except when deferred in other comprehensive income (OCI) as qualifying cash flow hedges. Non-monetary assets and liabilities that are

measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets

and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates at the dates the fair value was

determined.

The assets and liabilities of all of the Group companies (none of which has a currency of a hyper-inflationary economy) that have a functional

currency that differs from the presentation currency, including goodwill and fair value adjustments arising on consolidation, are translated to New

Zealand dollars at foreign exchange rates, at the balance date. The revenues and expenses of these foreign operations are translated to New Zealand

dollars, at rates approximating to the foreign exchange rates at the dates of the transactions. Exchange differences arising from the translation of

foreign operations are recognised in the foreign currency translation reserve, refer note 23.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are

translated at the foreign exchange rates at the balance date.

4. Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief

operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as

the Managing Director, Sales and Marketing Director, Chief Operating Officer and Chief Financial Officer.

The chief operating decision maker also assess the performance of the operating segments based on a non-GAAP measure of ‘Underlying EBITDA’

defined as:

‘Earnings before interest, tax, depreciation, amortisation, impairment, employee share schemes, non-controlling interests, adjustments for

associate’s and joint venture’s share of interest, tax & depreciation, loss on disposal of assets and other cash and non-cash items (Underlying

EBITDA)’.

Underlying EBITDA is a non-GAAP measure that has not been presented in accordance with GAAP. The Directors present Underlying EBITDA as a

useful non-GAAP measure to investors, in order to understand the underlying operating performance of the Group and each operating segment,

before the adjustment of specific cash and non-cash items and before cash impacts relating to the capital structure and tax position. Underlying

EBITDA is considered by the Directors to be the closest measure of how each operating segment within the Group is performing. Management uses

the non-GAAP measure of Underlying EBITDA internally, to assess the underlying operating performance of the Group and each operating segment.

Underlying EBITDA as non-GAAP financial information has been extracted from the financial statements for the year. Except for Underlying EBITDA,

other information provided to the chief operating decision maker is measured in a manner consistent with GAAP.









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Segment results

Information related to each reportable segment is set out below.





1

Includes Rakon Limited’s 40% share of investment in Chengdu Timemaker Crystal Technology Co. Limited and Shenzhen Taixiang Wafer Co. Limited,

refer note 16.

2

On 2 May 2018, the Group acquired remaining 51% of the issued shares it did not own in Centum Rakon India Private Limited (‘CRI’), a previously

held joint venture which provides products and services to the frequency control industry. Subsequent to acquisition, the name of the investment

was changed to Rakon India Private Limited. Rakon India contract manufactures telecommunications products that are sold by Rakon France.

3

Includes investments in subsidiaries, Rakon Financial Services Limited, Rakon UK Holdings Limited, Rakon Investment HK Limited, and Rakon HK

Limited.

4

The measure of assets has been disclosed for each reportable segment as it is regularly provided to the chief operating decision maker and excludes

intercompany balances eliminated on consolidation.

5

The measure of liabilities has been disclosed for each reportable segment as it is regularly provided to the chief operating decision maker and

excludes intercompany balances eliminated on consolidation.







NZUKFranc eIndi a

2

China –

T' make r

1

Ot he r

3

Total

$000s$000s$000s$000s$000s$000s$000s

Sales to external customers70,382-45,7642,834--118,980

Inter-segment sales499--21,923-(117)22,305

Segment revenue70,881-45,76424,757-(117)141,285

Underlying EBITDA9,6341,813(1,690)3,1692,214(353)14,787

Depreciation and amortisation3,9726482,2361,838-1298,823

Income tax credit/(expense)1,012(186)31--(161)696

Total assets

4

71,0213,13036,36425,34111,7142,674150,244

Investment in associates----11,714-11,714

Additions of property, plant, equipment and

intangibles

2,587480635920--4,622

Total liabilities

5

36,1311,38512,4267,544-90258,388

31 March 2020

NZUKFranc eIndi a

2

Ch ina –

T' make r

1

Ot he r

3

Total

$000s$000s$000s$000s$000s$000s$000s

Sales to external customers64,376-45,0584,551--113,985

Inter-segment sales285-3323,092-(323)23,087

Segment revenue64,661-45,09127,643-(323)137,072

Underlying EBITDA 7,8571,691(1,312)2,6052,13629313,270

Depreciation and amortisation2,4265151,7751,099-(13)5,802

Income tax credit/(expense)(858)(214)31(420)-(649)(2,110)

Total assets

4

65,7662,14132,12923,08510,3992,984136,504

Investment in associates----10,399-10,399

Additions of property, plant, equipment and

intangibles

3,1914821,3951,986--7,054

Total liabilities

5

27,3735919,7987,49746876146,488

31 March 2019

14

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b. Reconciliation of Underlying EBITDA to net profit for the year


5. Revenue

The Group generally recognises revenue when the performance obligations are satisfied by transferring control of products to the customer based

on the specified contract price. Typically, control transfers to the customer at the same time as the legal title of the products are passed to the

customer. This is usually on delivery of the products. The transaction price includes all amounts that the Group expects to be entitled to net of any

sales taxes.

Long-term contracts – space and defence segment in France

The Group has long-term contracts in the space and defence segment in France. For these contracts, the revenue is recognised over time as the

Group’s performance creates an asset, which does not have an alternative use to the Group, and the Group has an enforceable right to be paid for

work completed to date. The Group uses the percentage-of-completion to determine the appropriate amount to recognise in a given period. The

stage of completion is measured by reference to the contract costs incurred up to the end of the reporting period as a percentage of total estimated

costs for each contract.

Revenue from contracts with customers

Timing of revenue recognition


The performance obligation of the products and services transferred over time which were in progress at 31 March 2019 were completed during

the year.

Revenue analysis

The Group predominately operates in one segment, its primary business being the design, manufacture, marketing and the sale of frequency control

solutions. There is one main revenue stream, which is the sale of manufactured finished products.

Market segment

The Group’s products are used in the telecommunications, global positioning and space & defence markets.






20202019

Continuing operations$000s$000s

Underlying EBITDA14,78713,270

Depreciation and amortisation(8,823)(5,802)

Finance costs – net(1,055)(534)

Adjustment for associates and joint venture share of interest, tax and depreciation(1,447)(1,120)

Loss on asset sales/disposal(11)(6)

Other non-cash items(167)(334)

Pr ofi t b e fore i nc ome tax3,2845,474

Income tax credit/(expense)696(2,110)

Net profit for the year3,9803,364

20202019

$000s$000s

Products transferred at a point in time116,032110,837

Products and services transferred over time2,9483,148

118,980113,985

20202019

$000s$000s

Telecommunications65,16753,599

Global Positioning18,91520,498

Space and Defence28,23031,583

Other6,6688,305

Total revenue by market segment118,980113,985

15

15


Geographical segment

The Group’s trading revenue is derived in the following regions. Revenue is allocated based on the country in which the customer is located.




6. Expenditure included in net profit

Additional information in respect of expenses included in the Statement of Comprehensive Income is as follows.

Operating expenses by function


Breakdown of significant expenses by nature


20202019

$000s$000s

As i a60,47453,799

Nort h Ame ri ca26,95925,793

Europe29,07331,671

Others2,4742,722

Total revenue by region118,980113,985

Assets and liabilities related to contracts with customers

20202019

$000s$000s

Total current contract assets9502,788

Total current contract liabilities(392)(929)

5581,859

20202019

$000s$000s

Revenue recognised in relation to contract liabilities

Revenue recognised that was included in the contract liability balance at the beginning of the period9291,916

Asset recognised for costs to fulfil a contract

Assets recognised from costs incurred to fulfill a contract446792

20202019

$000s$000s

Selling and marketing9,5859,809

Research and development13,88811,029

General and administration24,60826,500

Total operating expenses48,08147,338

20202019

$000s$000s

Employee benefit expenses

Wages and salaries45,25343,872

Contributions to defined plans666644

Increase in liability for French retirement indemnity plan (note 20)220265

Increase in liability for long service leave (note 20)17965

Total employee benefit expenses

46,31844,846

Depreciation (note 13)3,9253,765

Amortisation (note 14)2,2002,037

Depreciation on right-of-use assets (note 15)2,698-

Rental expense-2,613

Donations614

16
16



1

The fee relates to the annual audit of the local territory financial statements .

2

Other audit related services comprise other non-assurance services undertaken by PwC in their capacity as auditor. Other audit related services in

2019 comprise an agreed upon procedures engagement in relation to proxy vote scrutineering.

3

Other assurance services comprise provision of treasury related financial markets risk analysis and commentary.

Employee benefits expenses

Employee entitlements to salaries, wages and annual leave to be settled within 12 months of balance date represent present obligations resulting

from employees’ services provided up to the balance date. These are calculated at undiscounted amounts based on remuneration rates that the

Group expects to pay.

Superannuation schemes

The Group’s New Zealand and overseas operations participate in their respective government superannuation schemes, whereby the Group is

required to pay fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund

does not have sufficient assets to pay all employees the benefits relating to the employee service in the current and prior periods. The Group has

no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when

they are due.

Rental expenses

In the current year, the Group has adopted NZ IFRS 16 Leases which has changed the classification of rental expenses, refer note 15. Rental payments

exclusive of GST/VAT previously classified as rental expenses are now recorded to reduce the lease liabilities. Depreciation on right-of-use assets

are recorded to reflect the use of leases. Related finance cost is also recorded in the Statement of Comprehensive Income.

Research and development

Expenditure on research activities has been undertaken with the prospect of gaining new scientific or technical knowledge and understanding. Any

research and development taxation credits and government grant funding for research and development are recognised when eligibility criteria

have been met and there is a reasonable assurance that tax credits and the grants will be received.

20202019

$000s$000s

Research and development grants/credits

Research and development government grant(961)(847)

Research and development tax credit(1,196)(997)

Total research and development grants/credits(2,157)(1,844)

Fees to the auditors

Audit and review of financial statements

PwC New Zealand 374 369

PwC India35 21

PwC China50 48

PwC France96 110

PwC UK41 26

BDO Limited (Hong Kong)

1

16 12

T S Tay Public Accounting Corporation ( Singapore)

1

9 7

Morison (Mauritius)

1

5 5

Total audit and review fees626 598

Assurance and audit related services

Performed by PwC New Zealand

Annual Shareholders' Meeting procedures

2

-8

Performed by PwC France

Certification of expenditure on R&D activities5 -

Total assurance and audit related services5 8

Other services

Performed by PwC New Zealand

Government R&D credits reviews-14

Other services

3

26 26

Performed by PwC India

Research and development expenses review2 -

Tot al othe r se rvi c e s fe e s28 40

Total fees paid to auditors659 646

17
17


Grants and tax credits from government are recognised at their fair value. The research and development grants and tax credits are recognised in

trade and other receivables (note 11), and in the Statement of Comprehensive Income over the period necessary to match them with the costs that

they are intended to compensate.

7. Other operating income


Prior year – Investment by Siward Crystal Technology Company Limited (‘Siward’) and attribution of proceeds

Siward is a Taiwan based crystal manufacturer, which is listed on the Taiwan Stock Exchange. In February 2017, Siward paid US$10m cash in return

for 38,016,681 fully paid ordinary shares in Rakon and rights arising from a technology license agreement. Siward took up one appointment on

Rakon’s Board. At 31 March 2019, the transfer under the technology licence agreement was fully completed and the residual revenue of $0.1m

recognised.

8. Other (losses)/gains – net


1

Includes realised and unrealised (losses)/gains arising from accounts receivable and accounts payable.

9. Net finance (costs)/income

Interest income is recognised in the Statement of Comprehensive Income as it accrues, using the effective interest method.


Overdraft interest rate

The average interest rate was as follows. Additional information on borrowings is in note 18.

 ASB facility in New Zealand 6.53% (2019: 5.15%)

 SBI facility in India 10.55% (2019: 9.95%)

10. Cash and cash equivalents

Cash and cash equivalents comprise of cash balances, call deposits, and other short-term highly liquid investments with original maturities of three

months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank

overdrafts. Bank overdrafts are shown separately from borrowings on the balance sheet.

20202019

$000s$000s

Other income2820

Income from technology license agreement with Siward-101

Total other operating income28121

20202019

$000s$000s

Gain/(loss) on disposal of property, plant, equipment, and intangible33(82)

Foreign exchange (losses)/gains – net

Forward foreign exchange contracts

Held for trading(29)46

Revaluation of foreign denominated monetary assets and liabilities

1

(442)754

Total foreign exchange (losses)/gains – net(471)800

Total other (losses)/gains – net(438)718

20202019

$000s$000s

Finance income

Interest income837

Finance costs

Interest expense on bank borrowings(899)(459)

Interest on deferred consideration on acquisition – Rakon India (53)(100)

Unwinding of lease make good provision discount(16 )(1 2)

Interest on lease liabilities(95 )-

Total finance costs(1,063)(571)

Net finance costs(1,055)(534)

18

18



11. Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method,

less provision for impairment.

Trade receivables are customers whom the Group has been able to validate acceptable credit quality. These are amounts due for goods sold or

services performed in the ordinary course of business and are non-interest bearing. They are generally due for settlement within 30 to 120 days.

Trade and other receivables balances


1

Other receivables includes research and development related tax credits and government grants, and Covid-19 government wage subsidies

($2.0m), refer note 2. A corresponding deferred income for the government wage subsidy of $2.0m was also recorded.

The Group has established credit policies under which each new customer is analysed individually for credit-worthiness before payment and delivery

terms and conditions are agreed. The Group’s review includes trade references and external ratings, where appropriate and in some cases bank

references. Purchase limits are established for each customer, which represents the maximum open amount; these limits are reviewed periodically.

Customers that fail to meet the Group’s benchmark credit-worthiness may transact with the Group only on a prepayment basis.

The trade receivables balances included $6,700,000 (2019: $6,500,000) representing 19.7% (2019: 25.1%) due from the Group’s three largest

customers. The balances due from these customers are current and are considered a low credit risk to the Group.

The maximum exposure to credit risk at balance date is the carrying value of each class of receivable mentioned above. The Group does not hold

any collateral as security.

Allowance for expected credit loss

Impairment losses on trade receivables are presented as net impairment losses within operating profit. Trade receivables are written off when

considered to have become uncollectable. Subsequent recoveries of amounts previously written off are credited against the same line item.

The Group applies NZ IFRS 9 Financial Instruments simplified approach to measure the expected credit loss provision that uses a lifetime expected

loss allowance for all trade receivables and contract assets. This provision was based on the historical credit losses, and adjusted to reflect the

current and forward-looking information on factors affecting the ability of the customers to settle the receivables. The forward looking assumptions

also included recent customer aging profile, which remained unchanged to pre-Covid-19.

Information on how Covid-19 impacts the Group is disclosed in note 2.







20202019

$000s$000s

Cash at bank and on hand5,0864,719

Cash, cash equivalents and bank overdrafts include the following for the purposes of the Statement of Cash

Flows

Cash and cash equivalents5,0864,719

Bank overdrafts (note 18)(12,848)(11,501)

Total cash and cash equivalents(7,762)(6,782)

20202019

$000s$000s

Trade receivables35,08333,960

Less: allowance for expected credit loss(763)(816)

Net trade receivables34,32033,144

Prepayments9871,448

GST/VAT re ce i va bl e1,4061,913

Receivables from related parties (note 30)201349

Other receivables

1

8,1673,633

Total trade and other receivables45,08140,487

Less non-current other receivables

1

2,7022,267

Current trade and other receivables42,37938,220

19

19


The loss allowance was determined as follows.



The reconciliation of the loss allowance is as follows.


12. Inventories

Inventories are stated at the lower of cost (weighted average cost) or net realisable value. Costs comprise direct materials, direct labour and

appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Net

realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

Inventory classification and balances


b. Obsolescence

An inventory obsolescence provision of $8,713,000 (2019: $5,132,000) is included in the inventory figures above. During the year, consumption of

slow moving inventory was lower than previously anticipated. As a result, obsolescence provisions were increased against specific slow moving and

aged categories of inventory. The carrying value of other inventory items were also reviewed in detail with adjustments to provisions made on an

item-by-item basis.

Significant judgements made in determining the provision include:

 Aging of inventory

 Forecast revenue and likely consumption of inventory

 Historical revenue and actual consumption of inventory

 Specific identification of inventory items for which the net realisable value is deemed lower than cost

The Group has not seen a material negative change in demand for its products due to Covid-19. Accordingly, Covid-19 is not expected to adversely

impact the carrying value of inventory.

During the year inventory of $1,437,000 (2019: $1,168,000) was scrapped.

Current

More than 30

days past due

30 days to 180

days past due

More than

18 0 days past

due Total

$000s$000s$000s$000s$000s

A s at 3 1 M arc h 2 0 2 0

Gross ca rrying amount of trade receivables 29,2724,3381,13433935,083

Expected loss rate 1.3%2.6%16.9%20.0%

Allowance for the expected credit loss39011319268763

A s at 3 1 M arc h 2 0 1 9

Gross ca rrying amount of trade receivables 28,0334,60061471333,960

Expected loss rate 1.6%2.6%16.9%20.0%

Allowance for the expected credit loss449120104143816

20202019

$000s$000s

Allowance for expected credit loss as at 1 April 201981664

Increase in allowance recognised in profit or loss during the year4475

Unused amount reversed(77 )-

Foreign exchange difference2065

Acquisition of subsidiaries-212

Allowance for expected credit loss as at 31 March 2020763816

20202019

$000s$000s

Raw materials13,04215,895

Work in progress19,01617,667

Finished goods5,5665,748

Total inventories37,62439,310

20

20


13. Property, plant and equipment

Items of property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses.

Cost

The cost of purchased property, plant and equipment is the value of the consideration given to acquire the assets and the value of other directly

attributable costs, which have been incurred in bringing the assets to the location and condition necessary for their intended service. Where parts

of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant or equipment.

The Group recognises in the carrying amount of an item of property, plant or equipment the cost of replacing part of such an item when that cost

is incurred, only when it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can

be measured reliably. All other costs are recognised in the Statement of Comprehensive Income as an expense when incurred.

b. Depreciation methods and useful lives

Depreciation of property, plant and equipment, other than freehold land, is calculated on a straight-line basis to expense the cost of the assets to

their expected residual values over their useful lives as follows:



Land

Nil

Buildings

15 – 20 years

Leasehold improvements

3 – 25 years

Plant and equipment

1 – 20 years

Computer ha rdwa re

1 – 10 years

Furniture and fittings

2 – 20 years

Assets under construction

Nil

Land and

buildings

Leasehold

improve -

ments

Plant and

equipment

Computer

hardwareOt he r

Asse ts unde r

constructionTotal

$000s$000s$000s$000s$000s$000s$000s

As at 1 April 2018

Cost 4,8877,45080,7255,0402,4802,975103,557

Accumulated depreciation & impairment

(4,358)(5,734)(73,282)(4,662)(2,014)(26)(90,076)

Net book value5291,7167,4433784662,94913,481

Year ended 31 March 2019

Opening net book value 5291,7167,4433784662,94913,481

Foreign exchange differences(4)(35)(54)(12)(21)(40)(166)

Additions-5522,414728562,4676,217

Additions on acquisition -983,540479283,749

Disposals--(667)(29)(5)(76)(777)

Depreciation charge-(470)(2,940)(292)(63)-(3,765)

Depreciation reversal on disposals--62728--655

Transfers-414643207(1,084)-

Closing net book amounts5252,27511,0068255194,24419,394

21
21



The assets’ residual values and useful lives are reviewed and adjusted if appropriate, at each balance date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘other (losses)/ gains

– net’ in the Statement of Comprehensive Income.

14. Intangible assets

Software assets and capitalised costs of developing systems are recorded as intangible assets and amortised unless they are directly related to a

specific item of hardware, and in that case are recorded as property, plant and equipment.


Land and

buildings

Leasehold

improve -

ments

Plant and

equipment

Computer

hardwareOt he r

Asse ts unde r

constructionTotal

$000s$000s$000s$000s$000s$000s$000s

As at 31 March 2019

Cost 4,8838,47986,6015,7512,5964,270112,580

Accumulated depreciation & impairment

(4,358)(6,204)(75,595)(4,926)(2,077)(26)(93,186)

Net book value5252,27511,0068255194,24419,394

Year ended 31 March 2020

Opening net book value 5252,27511,0068255194,24419,394

Foreign exchange differences141139288343722661

Additions101371,985321311,3043,788

Disposals--(82)(146)(10)(49)(287)

Depreciation charge(57)(463)(2,992)(346)(67)-(3,925)

Depreciation reversal on disposals--711461-218

Transfers8114361729-(1,500)-

Transfers to Intangible assets-----(925)(925)

Closing net book amounts1,4302,13110,8938635113,09618,924

At 31 March 2020

Cost 5,8458,79889,4095,9892,6543,122115,817

Accumulated depreciation & impairment

(4,415)(6,667)(78,516)(5,126)(2,143)(26)(96,893)

Net book value1,4302,13110,8938635113,09618,924

GoodwillPatentsSoftware

Product

development

Asse ts unde r

constructionTotal

$000s$000s$000s$000s$000s$000s

As at 1 April 2018

Cost 1,8462,9468,61010,2643,67227,338

Accumulated amortisation & impairment(1,846)(2,442)(8,175)(5,760)-(18,223)

Net book value-5044354,5043,6729,115

Year ended 31 March 2019

Opening net book value -5044354,5043,6729,115

Foreign exchange differences-(2)(6)(2 5 )(4)(3 7 )

Additions1,294-734473172,131

Disposals--(25)(102)(20)(147)

Amortisation charge--(325)(1,712)-(2,037)

Amortisa tion reversal on disposa ls--22102-124

Transfers--1173,248(3,365)-

Closing net book amounts1,2945022916,4626009,149

22

22



Cost

Identifiable intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses. Subsequent

expenditure on intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.

All other expenditure is expensed as incurred.

Product development

Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially

improved products and processes, is capitalised if the product or process is technically and commercially feasible and the Group has sufficient

resources to complete development. Other development expenditure is recognised in the Statement of Comprehensive Income as an expense as

incurred.

Total capitalised development costs are $6.1m (2019: $6.8m) made up of product development assets and assets under construction. During the

year, specific product development projects and projects in progress were reviewed for recoverability based on the expected cash flows to be

generated by the projects including the impact of Covid-19. The expected cash flows supported the carrying values and no impairment was

recorded.

The Group estimates the useful life of the new product development assets based on the judgement of the technical advancements of such assets

and experiences with similar assets. The actual useful life may be shorter or longer depending on technical innovations and competitor actions.

Covid-19 is not expected to have a material adverse impact on the recoverability of product development assets as most are related to the growing

telecommunications segment. Further information on how Covid-19 impacts the Group is in note 2.

Amortisation and useful lives

Amortisation is charged to the Statement of Comprehensive Income on a straight-line basis over the estimated useful lives as follows:


Impairment tests for goodwill and the cash generating units (CGUs)

Goodwill is attributed to business units acquired through business combination. The business units are also determined to be the CGUs of the

Group. Goodwill is tested annually for impairment or more frequently if there is an impairment indicator.

The current balance of goodwill was generated when on 2 May 2018, the Group acquired the remaining 51% of the issued shares it did not own in

CRI, a previously held joint venture. Subsequent to acquisition, the name of the investment was changed to Rakon India Private Limited.

GoodwillPatentsSoftware

Product

development

Asse ts unde r

constructionTotal

$000s$000s$000s$000s$000s$000s

As at 31 March 2019

Cost 3,1402,9448,76913,83260029,285

Accumulated amortisation & impairment(1,846)(2,442)(8,478)(7,370)-(20,136)

Net book value1,2945022916,4626009,149

Year ended 31 March 2020

Opening net book value 1,2945022916,4626009,149

Foreign exchange differences-33727213325

Additions --265355214834

Disposals--(8)(5)(2 8 )(4 1 )

Amortisation charge--(398)(1,802)-(2,200)

Amortisa tion reversal on disposa ls--83-11

Transfers--437361(798)-

Transfers from property, plant & equipment----925925

Closing net book amounts1,2945356025,6469269,003

At 31 March 2020

Cost 3,1402,9779,47014,81592631,328

Accumulated amortisation & impairment(1,846)(2,442)(8,868)(9,169)-(22,325)

Net book value1,2945356025,6469269,003

Goodwill

Nil

Patents

20 years

So ft wa re

2 –1 0 ye a rs

Product development

5 –1 0 ye a rs

Assets under construction

Nil

23
23


The carrying amounts of Group’s other non-financial assets are reviewed at each balance date to determine whether there is any indication of

impairment.

If an indicator of impairment exists, the asset’s or CGU’s recoverable amount is estimated being the higher of an asset’s fair value less costs to sell

and the asset’s value in use. An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds its recoverable amount.

Impairment losses are recognised in the Statement of Comprehensive Income.

Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to CGUs and then, to

reduce the carrying amount of the other assets in the unit on a pro rata basis.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been

determined, net of depreciation or amortisation, if no impairment loss had been recognised. Accumulated impairment losses on goodwill are not

reversed.

Key assumptions for impairment test

The Group concluded at 31 March 2020 that indicators of impairment existed. In making this assessment management and the Directors considered

factors including the current profitability of the Group, the market capitalisation value of the Company in comparison to the Group's net asset value

and the impact of Covid-19 on the Group’s operations (note 2). As a result, the Group has estimated the recoverable amount of its CGUs on a value-

in-use basis and determined that there is no impairment.

The value-in-use are based on Board approved cash flow forecasts covering a five-year period. Covid-19 negatively impacts the near term forecasts

used for the value-in-use calculations. This is predominantly due to the New Zealand and India manufacturing operations being severely restricted

for a limited period in March/April 2020. Further information on how Covid-19 impacts the Group is in note 2.

Key assumptions used in ‘value in use’ calculations

CGU Assumption Range 5 Year CAGR

New Zealand Annual sales growth rate

1

3% to 12% 5.4%

Gross margin %

2

49% to 55% n/a

France Annual sales growth rate

1

2% to 33% 11.4%

Gross margin %

2

26% to 36% n/a

India Annual sales growth rate

1

9% to 29% 17.9%

Gross margin %

2

21% to 31% n/a

China Annual net profit growth rate

3

3% to 25% 9.2%

Free cash flow

3

44% 207.6%


Free cash flow is used in the above tables as the China assets are held through Rakon’s investment in associates.

1

Sales growth – Management have forecasted sales to grow over the period of the cash flow projection, due to a combination of factors including

industry forecasts for the key market segments in which Rakon operates, future product innovation and estimations of its own share of the market

reflective of the quality of its product range and technology advantages. Management have forecast a future increase in revenues for the NZ, France

and India CGUs specifically as a result of its product positioning which is expected to meet the future increased technology specification that will

be demanded in the telecommunications segment.

2

Gross margin – Management forecasted gross margin based on past performance and its expectations of market development also taking into

account gradual decline in average selling prices. Anticipated industry trends, product innovations, manufacturing efficiency and raw material cost

improvements have also been factored into these gross margin assumptions.

3

China, net profit – Management forecasted net profit based on a combination of factors including industry forecasts for the key market segments,

future product innovation and estimations of its own share of the market reflective of the quality of its product range and technology advantages.

These assumptions have been used for the analysis of each CGU within the business segment.

Significant estimate: impact of reasonably possible changes in key assumptions

New Zealand CGU

The recoverable amount is estimated to be $65.9m (2019: $47.6m). This exceeds the carrying amount of the CGU at balance date by $16.4m (2019:

$5.7m). If the sales volumes used in the value-in-use calculation had been 5.0% lower than management’s estimates, the Group would have

recognised an impairment against the carrying amount of net assets of $2.7m. If the gross margin percentage used in the value-in-use calculation

had been 2.0% lower than management’s estimates, the Group would have recognised an impairment against the carrying amount of net assets of

$5.2m. If the pre-tax discount rate applied to the cash flow projections was 16.0% instead of 12.3%, the recoverable amount of the CGU would

equal its carrying amount.

France CGU

The recoverable amount is estimated to be $48.2m (2019: $21.9m). This exceeds the carrying amount of the CGU at balance date by $21.7m (2019:

$2.8m). If the sales used in the value-in-use calculation had been 6.5% lower than management’s estimates, the Group would have recognised an

impairment against the carrying amount of net assets of $1.9m. If the gross margin percentage used in the value-in-use calculation had been 2.0%

lower than management’s estimates, the Group would have recognised an impairment against the carrying amount of net assets of $0.8m. If the

pre-tax discount rate applied to the cash flow projections was 13.9% instead of 10.3%, the recoverable amount of the CGU would equal its carrying

amount.

24

24


India CGU

The recoverable amount is estimated to be $21.0m (2019: $17.1m). This exceeds the carrying amount of the CGU at balance date by $2.1m (2019:

$1.7m). If the sales used in the value-in-use calculation had been 3.0% lower than management’s estimates, no impairment would result. If the

gross margin percentage used in the value-in-use calculation had been 3.0% lower than management’s estimates, the Group would have recognised

an impairment against the carrying amount of net assets of $1.3m. If the pre-tax discount rate applied to the cash flow projections was 24.3%

instead of 22.7%, the recoverable amount of the CGU would equal its carrying amount.

China CGU

The recoverable amount is estimated to be $12.0m (2019: $9.9m). This exceeds the carrying amount of the CGU at balance date by $0.3m (2019:

$2.8m). If free cash flow was 10.0% lower than management’s estimates, the Group would have recognised an impairment against the carrying

amount of net assets of $1.4m. If the pre-tax discount rate applied to the cash flow projections was 22.0% instead of 15.8%, the recoverable amount

of the CGU would equal its carrying amount.

Growth Rates and Discount Rates

The discount rates used are pre-tax and reflect specific risks relating to the relevant segments. Cash flows beyond the five-year period are

extrapolated using the estimated growth rates stated below. The growth rates are consistent with the industries in those relevant territories.


15. Leases

The Group leases various properties, equipment and cars. Lease terms are negotiated on an individual basis and contain a wide range of different

terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Until 31 March 2019, leases of property, plant and equipment were classified as either finance or operating leases, refer note 29.

The Group has adopted NZ IFRS 16 Leases retrospectively from 1 April 2019, and recognised leases as a right-of-use asset and a corresponding lease

liability for the period in which the leased asset is available for use to the Group. The Group has not restated comparatives for the 31 March 2019

reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the

new leasing rules are therefore recognised in the opening balance sheet on 1 April 2019.

Adjustments recognised on adoption of NZ IFRS 16 Leases

On adoption of NZ IFRS 16 Leases, the Group recognised lease liability in relation to leases that had previously been classified as operating leases

under the principles of NZ IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using

the estimated incremental borrowing rate as at 1 April 2019, and which ranged between 4.3% and 10.0%. The incremental borrowing rate is based

where possible on the third party financing rate as the starting point and adjusted for any changes in conditions of financing. If not, the Group uses

the build-up approach that starts with a risk free interest rate, adjusted for the credit risk for leases and for any specific lease conditions. The lease

payments to be made under reasonably certain extension options are also included in the measurement of the liability. In determining the lease

term, the management considers all facts that creates an economic incentive to exercise the extension option. Where it is reasonably certain that

the lease will not be extended, the extension is not included in the lease term for calculation. Extension options for manufacturing plants and offices

are included in the lease liability. The Group has chosen the option to measure the right-of-use asset at an amount equal to the lease liability,

adjusted by the amount of any prepaid or accrued lease payments recognised immediately before the date of initial application.

Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are

reduced for lease payments made. The future variable increases in the leases are not factored in the calculation. When the leases are reviewed and

such changes are effected, the lease liability will be reassessed and adjusted against the right-of-use asset. Right-of-use assets are amortised on a

straight-line basis over the remaining term of the lease or over the remaining economic life of the asset.


Summary at 1 April 2019



2020201920202019

New Zealand1.90%1.90%12.30%13.60%

United Kingdom2.50%2.50%9.40%12.10%

Fra nce1.32%1.30%10.30%13.50%

India3.50%3.50%22.70%27.10%

China2.50%2.50%15.80%14.80%

Growth rateDiscount rate (pre-tax)

2019

$000s

Operating lease commitments as at 31 March 201910,382

Discounted using the Group's borrowing rate at the date of initial application10,213

Finance lease liabilities recognised as at 31 March 2019812

Adjustments as a result of a different treatment of extension options290

Lease liability recognised as at 1 April 201911,315

25

25


Recognition of lease liability


Recognition of right-of-use assets


Movements in right-of-use assets during the year


During the year, interest expense on lease liabilities was $95,000 (note 9), and depreciation expense of $2,698,000 on right-of-use assets.

Changes due to adoption of NZ IFRS 16 Leases

The change in accounting policy affected the following items in the balance sheet on 1 April 2019:


 Right-of-use assets: increase by $11,175,000

 Prepayments: decrease by $672,000

 Borrowings: decrease by $812,000

 Lease liabilities: increase by $11,315,000

The Underlying EBITDA, segment assets and segment liabilities for 31 March 2020 increased as a result of the change in accounting policy which

are detailed below.


In applying NZ IFRS 16 Leases for the first time, the Group has used the following practical expedients permitted by the standard:

 the use of a single discount rate to a portfolio of leases with reasonably similar characteristics

 reliance on previous assessments on whether leases are onerous

 the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application

 the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease

At 1 April 20192020

$000s$000s

Represented by

Current lease liabilies2,8562,741

Non-current lease liabilities8,4596,704

Total lease liabilities11,3159,445

At 1 April 20192020

$000s$000s

Properties9,9358,843

Equipment928669

Motor vehicle312218

Total right-of-use asse ts11,1759,730

PropertiesEquipment Motor vehicleTotal

$000s$000s$000s$000s

Cost

At 1 April 2019

9,93592831211,175

Additions

64114067848

Foreign exchange differences

4352716478

At 31 March 2020

11,0111,09539512,501

Accumulated depreciation

Charge for current year

2,1114151722,698

Foreign exchange differences

5711573

At 31 March 2020

2,1684261772,771

Carrying amount as at 31 March 20208,8436692189,730

$000s$000s$000s

NZ1,6495,1424,891

UK155798776

Fra nce6322,7132,723

India442845827

Othe r182232228

3,0609,7309,445

Segme nt

liabilities

Underlying

EBITDA Impact

Segment

asse ts

26

26


The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered

into before the transition date, the Group relied on its assessment made applying NZ IAS 17 Leases and NZ IFRIC 4 Determining whether an

Arrangement Contains a Lease.

16. Interest in associates and joint venture

Associates are entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and

50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost.

Joint arrangements are classified as either joint operations or joint ventures. Classification depends on the contractual rights and obligations of

each investor, rather than the legal structure of the joint arrangement. The Group’s joint venture is accounted for using the equity method.

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of

the post-acquisition profits or losses of the investee in the Statement of Comprehensive Income. Dividends received or receivable from associates

and joint ventures are recognised as a reduction in the carrying amount of the investment. When the Group’s share of losses in an equity-accounted

investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further

losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealised gains on transactions between the Group and

its associates and joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless

the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed

where necessary to ensure consistency with the policies adopted by the Group.

The carrying amounts of the investments are reviewed at each balance date to determine whether there is any indication of impairment. If any

such indication exists, the asset’s recoverable amount is estimated being the higher of an asset’s fair value less costs to sell and the asset’s value in

use. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised

in the Statement of Comprehensive Income. Set out below are the associates and joint venture of the Group. The entities listed below have share

capital consisting solely of ordinary shares, which are held directly by the Group. The country of incorporation or registration is also their principal

place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.

Breakdown of interest in associates and joint venture


1

The Group has a 40% interest in two related companies: Chengdu Timemaker Crystal Technology Co. Limited and Shenzhen Taixiang Wafer Co.

Limited, which provide products and services to the frequency control products industry.

2

On 2 May 2018, the Group assumed full ownership of Centum Rakon India Private Limited (CRI) by acquiring the remaining 51% interest of shares

and subsequently changed the name to Rakon India Private Limited. Prior to the acquisition, CRI was a joint venture.

3

Due to loss of significant influence, on 1 June 2018, the Group has reclassified the investment in Thinxtra Pty Limited (Thinxtra), as a financial asset

at fair value through other comprehensive income (FVOCI), refer note 17.

Timemaker Group

The Timemaker Group is the world’s largest quartz wafer manufacturer and a key supplier to Rakon. The tables below provides summarised financial

information for the Timemaker Group. The information disclosed reflects the amounts presented in the financial statements of the relevant

associates and not the Group’s share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity

method, including fair value adjustments and modifications for differences in accounting policy. The total Timemaker Group is an aggregate of

Chengdu Timemaker Crystal Technology Co. Limited and Shenzhen Taixiang Wafer Co. Limited.

Covid-19 has not materially impacted the Timemaker Group with the business continuing to operate uninterrupted through the March/April 2020

period. Minor impacts were noted including difficulty recruiting staff and logistics issues due to supply chain interruptions.

Nat ure of Measurement2020201920202019

20202019relationshipmethod$000s$000s$000s$000s

Chengdu Timemaker Crystal

Technology Co. Ltd

1

China40%40%Associate

Equity

method

11,2599,974

Shenzhen Taixiang Wafer Co. Ltd

1

China40%40%Associate

Equity

method

455425

Total Ti me make r Grou p

11,71410,3997971,050

Thinxtra Pty Limited

3

Australia0%0%Associate

Equity

method

- - - (2 8 7 )

11,71410,399797763

Centum Rakon India Private Ltd

2

India0%0%Joint venture

Equity

method

- - - 7 6

11,71410,399797839

Total carrying amount of equity accounted associates and joint venture

Equity accounted

(l oss)/ profit

Country of

incorporation

% of ownership

int e re st

Total c arr yi ng amount of assoc i ate s

Net investment

Name of e nti t y

27
27















202020192020201920202019

$000s$000s$000s$000s$000s$000s

Summarised Balance Sheet

Current assets

Cash & cash equivalents3,5672,904323,5702,906

Other current assets26,89017,7861,2121,13528,10218,921

Total current assets30,45720,6901,2151,13731,67221,827

Non-current assets26,17825,097--26,17825,097

Current liabilities

Financial liabilities (excluding trade payables)13,45611,371--13,45611,371

Other current liabilities13,1198,923787313,1978,996

Total current liabilities26,57520,294787326,65320,367

Non-current liabilities

Other non-current liabilities1,912558--1,912558

Total non-current liabilities1,912558--1,912558

Net asse ts28,14824,9351,1371,06429,28525,999

Total Time make r Group

Chengdu Timemaker Crystal

Technology Co. Ltd

Shenzhen Taixiang Wafer Co.

Ltd

202020192020201920202019

$000s$000s$000s$000s$000s$000s

Summarised Statement of Comprehensive Income

Revenue27,50928,260--27,50928,260

Depreciation and amortisation(2,661)(3,071)--(2,661)(3,071)

Interest expenses(491)(576)--(491)(576)

Profit for the period1,9882,625--1,9882,625

Total Ti me make r Group

Chengdu Timemake r Crystal

Technology Co. Ltd

Shenzhen Taixiang Wafer Co.

Ltd

202020192020201920202019

$000s$000s$000s$000s$000s$000s

Reconciliation of net assets to carrying amount

Rakon's share i n %

40%40%

40%

40%40%40%

Rakon's share of associates' and joint venture's

net assets

11,2599,97445542511,71410,399

Carrying amount

11,2599,97445542511,71410,399

Movement in carrying amount

Opening net assets 1 April10,3999,350

Equity accounted profit7971,050

Foreign exchange movement518(1 )

Carrying amount11,71410,399

Chengdu Timemaker Crystal

Technology Co. Ltd

Shenzhen Taixiang Wafer Co.

LtdTotal Time make r Group

28

28


Other joint venture and associate

On 2 May 2018, the Group assumed full ownership of CRI and subsequently changed the name to Rakon India Private Limited.

On 1 June 2018 due to loss of significant influence, the Group has reclassified the investment in Thinxtra, as a financial asset at FVOCI, refer note

17.


17. Investment in Thinxtra – financial asset at fair value through other comprehensive income

Subsequent to losing significant influence in Thinxtra and ceasing equity accounting of the investment on 1 June 2018, the Group elected to

present changes in fair value of its investment in other comprehensive income. Refer note 26 for accounting policy.

Thinxtra

Thinxtra is an 'Internet of Things' (IoT) business that started in 2016. Thinxtra's focus is on establishing an IoT network in Australia, New Zealand

and Hong Kong and providing products, services and solutions enabling connectivity of devices to the network. Thinxtra’s business model is based

on subscription for access to the network, platform solutions and the sale of IoT products. Further information is available at www.thinxtra.com.

Rakon was one of the founding members of Thinxtra in 2016 and has a 7.1% ownership interest at 31 March 2020 (March 2019: 17.8%). This is

calculated on a fully diluted basis including the exercise of existing options.

Valuation of the investment in Thinxtra at 31 March 2020

It is recognised that there is a high level of volatility and judgement required in valuing Thinxtra given its early stage of business; the new and

developing IoT market and ecosystem in which it operates; the volatility in prices achieved by historic capital raises, it being a private company

investment not actively traded; and the track record of the Company in achieving its forecast performance.

The Directors have used a range of valuation techniques as it was considered that one single valuation method would not provide an appropriate

result. Accordingly, the Directors have assigned a probability based weighting based on the available information and Directors’ judgement. The

Directors recognise there is a high risk the valuation will change significantly over time and have chosen to adopt this consistent overall methodology

for the valuations reported at 31 March 2019 and 31 March 2020.

For the year ended 31 March 2020, the Directors recognise that a valuation of $4.4m achieved where a higher weighting is given to the discounted

cash flow method, reflects more closely the likelihood that Thinxtra will execute its plans including an eventual listing. However, the Directors also

recognise that relevant accounting standards require more weighting to be applied to observable inputs, in this case, the average price achieved

for the A$9m capital raise in February 2020 of A$2.29 per share. Therefore the final valuation of $2.9m was adopted resulting from a higher

weighting given to the A$9m capital raise price.

In forming the Directors’ judgement, the Directors have taken into consideration whether there is an active market in Thinxtra as indicated by the

recent capital raise and concluded that there is not. However the Directors have concluded that the weighting that should be attributed to the

capital raise should be higher than in the previous year, maximising the use of relevant observable inputs and minimising the use of unobservable

inputs. If there is an active market, the fair value would be considered to be the recent share issue price as the investment would be treated as a

Level 1 investment under the fair value hierarchy (refer to scenarios below).

The Directors reviewed all the available information to date including Thinxtra’s audited financial statements, current capital raise activity and other

shareholder communications including the impact of Covid-19. The impact of Covid-19 includes the short-term deferment of forecast revenue and

a delay to the original IPO timeline. This is not expected to materially change the future realisation of Rakon’s investment.

Valuation methodology and key inputs

In undertaking the fair value assessment, given the range of potential outcomes, it was considered that one single valuation method would not

provide an appropriate result. Accordingly, the Directors have used a range of valuation techniques which provide different scenario outcomes.

These outcomes have then been assigned a probability based on the available information and Directors’ judgement. The methodology, key inputs

and overall outcome is summarised as follows:


2020201920202019

$000s$000s$000s$000s

Movement in carrying amount

Opening net assets 1 April-2,876-5,290

Equity accounted gain/(loss)-76-(287)

Foreign exchange movement-42--

De-recognition of joint venture and associate-(2,994)-(5,003)

Net carrying amount ----

Centum Rakon India Private LtdThinxtra Pty Ltd

Valuation TechniqueWeighting Assigned

A: Discounted cash flow (discount rate 15%)30%

B: February 2020 capital raise of A$9m at A$2.29 per share70%

29

29


The valuation was based on Rakon having a 7.1% shareholding which assumed all existing share options were exercised and all shares were issued

under the capital raise offer that was open.

The resultant valuation of A$3.64 is adopted in the 31 March 2020 financial statements (2019: A$5.82).

Sensitivities on key inputs

The Directors recognise that the valuation outcomes under each technique are dependent on assumptions used. The following table provides an

analysis of the impact on the final valuation where key assumptions are changed as described in b) to c) below:


Sensitivities on probability weightings assigned

The Directors recognise that the final valuation is dependent on weightings assigned to each scenario/valuation technique combination. The

following table provides an analysis of the impact on the final valuation where the weightings are changed.

To provide an indication about the reliability of the inputs used in

determining fair value, the Directors classified the fair valuation of

Thinxtra investment as a level 3 investment. Instruments are classified

as level 3 only if one or more of the significant inputs for the valuation

is not based on observable market data.

18. Borrowings

The Group is reliant on its bank facilities and equity as the principal sources of capital management. The ability of the Group to remain in compliance

with its banking covenants has been considered by the Directors in the adoption of the going concern assumption during the preparation of these

financial statements.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months

after balance date.

Line of credits

The Group maintains following line of credits.

Current year

ASB

At 31 March 2020 a $15.2m combined trade facility and a $3.3m overdraft facility was in place.

On 26 May 2020 the facilities with ASB were extended. The Company has agreed to reduce the combined trade facility of $15.2m as follows:

 Up to 29 June 2020: $13.2m

 From 30 June 2020 to 30 September 2020: $11.2m

 From 1 October 2020 to 31 December 2020: $7.7m

 From 1 January 2021: $5.7m

Facilities are secured by a general security deed over all the present and future assets and undertakings of the Group. The Group has agreed to

certain capital requirements, restrictions on dividend distributions and capital expenditure. The financial covenants include net tangible assets to

total tangible assets, net debt to Underlying EBITDA and Underlying EBITDA to interest. Interest is based on wholesale market interest rates, bank

margin and applicable line fee. The Company was in compliance with all required financial covenants during the year.

State Bank of India

Rakon India has an existing facility with State Bank of India including ₹150m (NZ$3.2m) which can be used for cash based working capital

requirements.

Prior year

On 30 November 2018 the facilities with ASB were restructured and increased. At 31 March 2019 a $15.5m overdraft facility was in place. Interest

was payable at the ASB Corporate Indicator Rate plus applicable margin. The increase to the previous facility was due to additional working capital

required for growth in the telecommunications business supplied out of India and New Zealand. This overdraft was drawn for the purchase of Rakon

India.



ScenarioAssumptions changesValuation NZ$m change

a) Base case valuationbase case2. 9

b) Discounted cash flowCash flow is 50% lower than forecast2.1(0.8)

c) Discounted cash flowDiscount rate is 1% higher (ie 16%)2.7(0.2)

Valuation Technique

Base case

Alternate

case A

Alternate

case B

Disc ounted c ash flow30%70%0%

Last A$9m capital raise70%30%100%

100%100%100%

Valuation NZ$m2.94.41.8

change in valn NZ$m+1.4-1.1

30

30


Borrowings balance


The Group has adopted NZ IFRS 16 Leases from 1 April 2019, refer note 15 for information on lease obligations.

The exposure of the Group’s bank borrowings to interest rate changes and the contractual re-pricing dates at the balance dates are as follows.


Borrowings costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised. Other borrowing

costs are expensed in the period in which they incur, refer note 9.

Net debt reconciliation


On adoption of NZ IFRS 16 Leases, the Group recognised lease liabilities. Refer note 15 for more information.

19. Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial period, which are

unpaid. These are unsecured and are usually paid within 60 days of recognition. They are recognised initially at their fair value and subsequently

measured at amortised cost using the effective interest method.


20202019

$000s$000s

Current

Obligations under finance lease-405

Other borrowings14569

Ba nk ove rdra ft s12,84811,501

Current borrowings12,99311,975

Non-current

Obligations under finance lease-412

Non-current borrowings-412

20202019

$000s$000s

6 months or less12,84811,501

Total bank borrowings including overdraft12,84811,501

Other asse t

Cash/ bank

overdraftBorrowings Lease liabiltiesTotal

$000s$000s$000s$000s

Bal anc e as at 1 A pri l 20 1 87,540(9 8 )-7,442

Ca s h fl o ws(14,466)24-(14,442)

Acquisitions-(812)-(812)

Foreign exchange changes144--144

Balance as at 31 March 2019(6,782)(886)-(7,668)

Ca s h fl o ws(308)-3,0782,770

Acquisitions-(71)(688)(759)

Impact from NZ IFRS 16 Leases adoption-812(11,315)(10,503)

Foreign exchange changes(672)-(425)(1,097)

Interest on lease liabilties--(95)(95 )

Balance as at 31 March 2020(7,762)(145)(9,445)(17,352)

Liabilities from financing activities

20202019

$000s$000s

Trade payables8,88213,439

Amounts due to related parties (note 31)628468

Employee entitlements9,3308,908

Accrued expenses3,4123,583

Total trade and other payables22,25226,398

31

31


20. Provisions for other liabilities and charges

A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow

of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future

cash flows at a pre-tax rate that reflects current market assessments of the time value of money and where appropriate, the risks specific to the

liability.


Retirement provision

The Group’s net obligation in respect of the French retirement indemnity plan is the amount of future benefit that employees have earned in return

for their service in the current and prior periods. The obligation is calculated using the projected unit credit method and is discounted to its present

value and the fair value of any related assets is deducted. The French retirement indemnity plan entitles permanent French employees to a lump

sum on retirement. The payment is dependent on an employee’s final salary and the number of years of service rendered.

French employees are entitled to a retirement payout once they have met specific criteria. This is a one off payment based on service time at

retirement date. A provision has been created to recognise this cost taking in consideration the time served, probability of attainment and discount

rates. An actuarial valuation was performed at 31 March 2020.

Long service leave

The Group’s net obligation in respect of long service leave is the amount of future benefit that employees have earned in return for their service in

the current and prior periods. The obligation is calculated using the projected unit credit method and is discounted to its present value.

New Zealand employees are entitled to long service leave after the completion of 10 years’ of continuous service, in the form of special holidays

and allowance. A provision has been created to recognise this cost, taking into consideration the time served, probability of attainment and discount

rates.

Lease make good

The Company is required to restore the leased premises at Mt Wellington, Auckland, New Zealand and Bengaluru, India to their original condition

at the end of the respective lease terms. A provision is recognised for the present value of the estimated expenditure required to remove any

leasehold improvements. These costs have been capitalised as part of the cost of leasehold improvements and are amortised over the lease terms.

21. Taxation

The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for income

taxes and recognition of deferred tax. There are many transactions and calculations for which the ultimate tax determination is uncertain during

the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such

differences will affect the income tax and deferred tax provisions in the period in which such determination is made.




Retirement

provision

Long service

l e ave

Restructure

provision

Lease make

good

Total

$000s$000s$000s$000s$000s

At 31 March 20182,1464704396403,695

Charged to the Statement of Comprehensive Income

Additional provisions recognised26565--330

Unwinding of discount

---

1212

Used during the yea r-(72)(439)-(511)

Foreign exchange

(80 )--15(65 )

At 31 March 20192,331463-6673,461

Charged to the Statement of Comprehensive Income

Additional provisions recognised220179--399

Unwinding of discount---1616

Unused amount reversed(231)(2 0)--(251)

Used during the year(154)(104)--(258)

Foreign exchange265--265

At 31 March 20202,431518-6833,632

Represented by

Current portion382332--714

Non-current portion2,049186-6832,918

Total provisions for other liabilities and charges2,431518-6833,632

32

32


Income tax expense

Income tax on the net profit for the year comprises current and deferred tax. Income tax is recognised in the Statement of Comprehensive Income,

with the exception of other items that relate to other comprehensive income, in which case it is recognised in OCI.



The weighted average applicable tax rate was 21% (2019: -39%).

Deferred tax

Deferred taxes arising from temporary differences and unused tax losses are summarised.


1

Includes deferred tax arising from financial instruments (cash flow hedges) and inventory provisioning.

At balance date Rakon Limited had total tax losses of $19,171,000 (2019: $26,743,000) of which $8,908,000 (2019: $8,908,000) are recognised in

deferred income tax assets. Accordingly, $10,263,000 (2019: $17,835,000) of tax losses have not been recognised in deferred income tax assets.

Rakon Limited’s tax losses have no expiry date. During the year Rakon Limited recognised tax losses of $7,895,000 (2019: $1,712,000) which were

not previously recognised in deferred income tax assets. These were fully utilised against current year taxable income. Deferred income tax assets

are recognised for tax losses to the extent that the related tax benefit is expected to be realised through future taxable profits.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and current tax liabilities and when

the deferred income taxes relate to the same taxation authority.


20202019

$000s$000s

Current tax(223)(1,879)

Deferred tax expense919(231)

Income tax credit/(expense)696(2,110)

20202019

Reconciliation of income tax expense $000s$000s

Profit before tax 3,2845,474

Tax calculated at domestic tax rates applicable to profits in the respective countries(580)(1,540)

Expenses not deductible95(276)

Non-taxable income182684

Expenses deductible for tax purposes-34

Prior year adjustment10946

Associate and joint venture results reported net of tax12695

Movement in deferred tax subsquent to business combination-(427)

Recognition and utilisation of previously unrecognised tax losses2,210347

Tax losses for which no deferred income tax asset was recognised(1,446)(1,073)

Income tax credit/(expense)696(2,110)

Property,

plant &

equipment

Empl oye e

benefitsOthe r

1

Future income

tax benefitTotal

$000s$000s$000s$000s$000s

At 31 March 2018

485022,4812,6315,662

(Charged)/credited to profit or loss

(321)149(138)79(231)

Losses transferred to subsidiaries---(209)(209)

Acquisition of subsidiaries--568-568

Charged to equity--496-496

Foreign exchange difference--(3)-(3)

At 31 March 2019(2 73 )6513,4042,5016,283

(Charged)/credited to profit or loss

(149)1098474919

Losses transferred to subsidiaries

---(73 )(73 )

Charged to equity--1,807-1,807

Foreign exchange difference--124-124

At 31 March 2020(4 22 )6616,3192,5029,060

20202019

$000s$000s

Defer r ed ta x a s s ets

9,2467,352

Deferred tax l iabil ities

(186)(1,069)

Net deferred tax asset9,0606,283

33

33


Imputation balances


22. Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a

deduction, net of tax, from the proceeds.

At 31 March 2020 the total number of ordinary shares, including treasury shares, is 229,055,272 shares (2019: 229,055,272) made up as follows:

 226,961,983 are fully paid shares (2019: 226,961,983)

 321,972 unpaid ordinary shares were on issue and held in trust on behalf of participants in the Rakon Share Plan (2019: 321,972)

 1,771,317 unpaid ordinary shares were held by Rakon ESOP Trustee Limited for future allocation to participants (2019: 1,771,317)

At 31 March 2020, the share capital remained unchanged at $181,024,000.

23. Earnings per share

Basic

Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Group, by the weighted average number of

ordinary shares on issue during the year.


Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all

dilutive potential ordinary shares.

At 31 March 2020, the Group did not have any dilutive options or potential dilutive ordinary shares that could be converted into ordinary shares

(2019: nil). The diluted earnings per share and basic earnings per share were same.


20202019

$000s$000s

Imputation credit available for use in subsequent periods11,20411,203

20202019

$000s$000s

Weighted average number of ordinary shares on issue (note 22)226,962226,962

Continuing operations

Earnings attributable to equity holders of the Group ($000s)3,9803,364

Basic earnings per share (cents per share)1.81.5

34

34


24. Other reserves


Foreign currency translation

Recognises exchange differences arising on translation of the foreign controlled entities, as described in note 3. The cumulative amount is

reclassified to the Statement of Comprehensive Income when the investment is disposed.

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments and cost of hedging used

in cash flow hedges pending subsequent recognition in the Statement of Comprehensive Income or directly included in the initial cost or other

carrying amount of a non-financial asset or non-financial liability.

Share option

The share-based payments reserve is used to recognise:

 the grant date fair value of options issued to employees but not exercised

 the grant date fair value of shares issued to employees

 the grant date fair value of deferred shares granted to employees but not yet vested

Other comprehensive income revaluation

The Group has elected to recognise the change in fair value of investment in Thinxtra in other comprehensive income, refer note 17.

25. Derivative financial instruments

The Group is exposed to certain risks relating to its ongoing business operations. To mitigate the risks the Group uses derivative financial instruments

such as cross-currency swaps and interest rates swaps. These instruments are held for risk and asset management purposes only and not for the

purpose of speculation. The Group’s risk management strategy and how it is applied to manage risk is explained further in note 26.



Fore ign

currency

translation

reserve

He dging

reserve

Share option

reserve

Othe r

comprehensive

income

re val uati onTotal

$000s$000s$000s$000s$000s

At 31 March 2018(24,712)8943,064-(20,754)

Cash flow hedges

Fair value gains/(losses) in year-(1,221)--(1,221)

Cost of hedge-31--31

Changes in fair value of equity investments at fair value through

other comprehensive income – Thinxtra

---(454)(454)

Tax on fair value losses -342--342

Tra ns fers to revenue-(591)--(591)

Income ta x on transfers to revenue-165--165

Subsidiaries1,330---1,330

Associates and joint venture(1)---(1)

At 31 March 2019(23,383)(380)3,064(454)(21,153)

Cash flow hedges

Fair value gains/(losses) in year-(4,818)--(4,818)

Cost of hedge-570--570

Changes in fair value of equity investments at fair value through

other comprehensive income – Thinxtra

---(1,632)(1,632)

Tax on fair value losses -1,349--1,349

Tra ns fers to revenue-(2,429)--(2,429)

Income ta x on transfers to revenue-680--680

Subsidiaries3,967---3,967

Associates and joint venture173---173

At 31 March 2020(19,243)(5,028)3,064(2,086)(23,293)

35

35


Derivatives and hedge accounting

Where all relevant criteria are met, hedge accounting is applied to the derivatives to remove the mismatch between the hedging instrument and

hedged item. When the Group designates certain derivatives to be part of a hedging relationship, and they meet the criteria for hedge accounting,

the hedges are classified as cash flow hedges.

At the inception of hedge relationship, hedging documentation is prepared to document the economic relationship between hedging instruments

and hedged items with the Group’s risk management objective and strategy for undertaking of hedge transactions. The Group documents its

assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are effective in

offsetting changes in cash flows of hedged items. The effective portion of changes in the fair value of cash flow hedges is recognised (including

related tax impacts) through OCI in the cash flow hedge reserve in equity, refer note 23. The balance of the cash flow hedge reserve in relation to

each particular hedge is transferred to the Statement of Comprehensive Income in the period when the hedged item affects Statement of

Comprehensive Income. Hedge accounting is discontinued when a hedging instrument expires or is sold or terminated, or when a hedge no longer

meets the criteria for hedge accounting. The cumulative gain or loss existing in equity at that time remains in equity and is recognised when the

forecast transaction is ultimately recognised in the Statement of Comprehensive Income. When a forecast transaction is no longer expected to

occur, the cumulative gain or loss that was reported in equity is immediately transferred to the Statement of Comprehensive Income.

The Group designates only the intrinsic value of option as the hedging instrument. These are recognised in the cash flow hedge reserve within

equity. The changes in time value of the options that related to the hedged item are recognised within OCI in the cost of hedging reserve with

equity.

The gain or loss relating to the effective portion of the interest rate swaps hedging variable rate borrowings, is recognised in Statement of

Comprehensive Income within finance cost at the same time as the interest expense on the hedged borrowings.

For hedges of foreign currency purchases, the Group enters into hedge relationships where the critical terms of the hedging instrument match

exactly with the terms of the hedged item. The Group therefore performs a qualitative assessment of effectiveness. In hedges of foreign currency

purchases, ineffectiveness may arise if the timing of the forecast transaction changes from what was originally estimated, or if there are changes in

the credit risk of the derivative counterparty. Any infectiveness assessed during the year was recognised to the foreign exchange (losses)/gains —

net in the Statement of Comprehensive Income.

Information on how Covid-19 impact the Group’s derivative is in note 2.

The following table sets out the notional amount of derivative instruments.


Trading derivatives are classified as a current asset or liability. The full fair value of a hedging derivative is classified as a non-current asset or liability

if the remaining maturity of the hedged item is more than 12 months, or as a current asset or liability if the maturity of the hedged item is less than

12 months.

Forward foreign exchange contracts

The hedged highly probable forecast transactions denominated in foreign currency are expected to occur at various dates during the next 24

months. Gains and losses recognised in the hedging reserve in equity on forward foreign exchange contracts will be recognised in the Statement of

Comprehensive Income, in the period or periods during which the hedged forecast transaction affects the Statement of Comprehensive Income.

Interest rate swap contracts

The Group enters into interest rate swaps that have similar critical terms as the hedged item, such as reference rate, reset dates, payment dates,

maturities and notional amount. The Group does not hedge 100% of its loans, therefore the hedged item is identified as a proportion of the

outstanding loans up to the notional amount of the swaps. As all critical terms matched during the year, the economic relationship was 100%

effective.

Hedge ineffectiveness for interest rate swaps is assessed using the same principles as for hedges of foreign currency purchases. It may occur due

to the credit value/debit value adjustment on the interest rate swaps which is not matched by the loan, and differences in critical terms between

the interest rate swaps and loans.

There was no ineffectiveness during 2020 in relation to the interest rate swaps (2019: nil).

2020202020192019

AssetsLiabilitiesAssetsLiabilities

$000s$000s$000s$000s

Interest rate swaps – cash flow hedge-24-100

Forward foreign exchange contracts – cash flow hedges26,178274837

Forward foreign exchange collar option – cash flow hedges25649291256

Total derivative financial instruments276,8515651,193

Less: non-current forward foreign exchange – cash flow hedges-2,840258343

Current - derivative financial instruments274,011307850

Financial asset at fair value through profit or loss21,0291995

Total - derivative financial instruments

295,040326945

36

36


At balance date, one interest rate swap was in place with $3m of borrowings fixed at 4.17%, expiring June 2020. The interest rate swap, with a fair

value of -$24,000 (2019: -$100,000), is exposed to fair value movements if interest rates change. During the year, $3,000 (2019: $45,000) net was

charged to the Statement of Comprehensive Income.

The following table summarises Group’s current hedging instruments.


26. Financial risk management

The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk.

The Board has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board has established

the Audit and Risk Committee, which together with the Board, is responsible for developing and monitoring the Group’s risk management policies.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls

and to monitor risk adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and

the Group’s activities.

The Group’s risk management is predominantly controlled at head office in New Zealand (Group treasury) under policies approved by the Board.

Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written

principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, and credit risk,

use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

The impact of Covid-19 on financial risks was reviewed and analysis is outlined under each risk category.


Financial instruments—fair values and risk management

Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the contractual provisions

of the instrument. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been

transferred and the Group has transferred substantially all risks and rewards of ownership.

Fair value estimates

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement, or for disclosure purposes.

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses a variety

of methods and makes assumptions that are based on market conditions existing at each balance date. Techniques, such as estimated discounted

cash flows, are used to determine fair value for financial instruments. The fair value of forward exchange contracts and collar options is determined

using forward exchange market rates at the balance date.

Fore ign

currency

options

Fore ign

currency

forwards

Interest

rate swaps

Fore ign

currency

options

Fore ign

currency

forwards

Interest

rate swaps

Notional amount ($'000s)23,42036,3143,00032,94042,4213,000

Maturity date

Apr-20 to

Ma y-2 1

Ap r-2 0 t o

Fe b-22

J un -2 0

Ma y-1 9 t o

Se p-20

Ap r-1 9 t o

Oct-20

J un -2 0

Hedge ra tio

1:11:11:11:11:11:1

Change in intrinsic value of outstanding hedging instruments (879)(31 )

Weighted average strike rate on outstanding options

GBP/USD

-1.34

NZD/USD

0.660.69

Weighted average contract rate on forwards

NZD/USD

0.660.74

GBP/USD

1.291.33

EUR/USD

1.141.14

INR/USD

73.7871.56

20202019

RiskExposure arising fromMeasurementManagement

Market risk-foreign exchangeCash flow forecasting Foreign currency forwards and

Sensitivity analysis foreign currency options

Market risk-interest rateBank overdraft at variable ratesSensitivity analysisInterest rate swaps

Credit riskAging analysisCredit limits

Credit ratings

Liquidity riskBorrowings and other liabilitiesRolling cash flow forecasts

Recognised financial assets and

liabilities not denominated in

currency units

Cash and cash equivalents, trade

receivables, derivative financial

instruments

Availability of committed credit

lines and borrowing facilities

37
37


The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value

of financial liabilities for disclosure purposes, is estimated by discounting the future contractual cash flows at the current market interest rate that

is available to the Group for similar financial instruments.

Classification of financial assets

The Group classifies its financial assets in the following categories:

 Financial asset at fair value through profit or loss (FVPL)

 Financial assets at fair value through other comprehensive income (FVOCI)

 Derivative financial instruments

 Other financial assets at amortised cost.

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial

assets at initial recognition and re-evaluates this designation at each reporting date with the exception of financial assets at FVOCI.

Financial assets at fair value through profit or loss (FVPL)

This category has two subcategories: financial assets held for trading and those designated at FVPL on initial recognition. For accounting purposes,

derivatives are categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they

are either held for trading or are expected to be realised within 12 months of the balance date.

Financial assets at FVPL are carried at fair value. Realised and unrealised gains and losses arising from changes in the fair value of the ‘financial

assets at fair value through profit or loss’ category are included in the Statement of Comprehensive Income, in the period in which they arise.

The Group establishes fair value by using valuation techniques. These include reference to the fair values of recent arm’s length transactions,

involving the same instruments or other instruments that are substantially the same and discounted cash flow analysis.

The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired.

Classification of financial assets at fair value through other comprehensive income (FVOCI)

On disposal of these equity investments, any related balance within the FVOCI reserve is reclassified to retained earnings. Equity securities which

are not held for trading, and which the Group has irrevocably elected at initial recognition to recognise in this category. These are strategic

investments and the Group considers this classification to be more relevant.

Other financial assets at amortised cost

Receivables and other financial assets are classified as subsequently measured at amortised cost on the basis of both the Group’s business model

for managing the financial assets and the contractual cash flow characteristics of the financial asset. If collection of the amounts is expected in one

year or less they are classified as current assets.

Other financial assets at amortised cost include loans to related parties and trade and other receivables.

Derivative financial instruments

In accordance with its wider risk management, it is the Group’s strategy to apply cash flow hedge accounting to keep its foreign currency revaluation

fluctuations within its established limits, refer note 25. Applying cash flow hedge accounting enables the Group to reduce the cash flow fluctuations

arising from foreign exchange risk on an instrument or Group of instruments, or to hedge mismatches. A cash flow hedge is a hedge of the exposure

to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast

transaction that could affect profit or loss.















38

38


Following table shows the carrying amounts and fair values of financial assets and financial liabilities.


Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations

and arises principally from the Group’s receivables from customers.

Trade and other receivables

The Group has financial assets of trade receivables from sales of inventory that are subject to the expected credit loss model. The Group has

established credit policies, and applies the NZ IFRS 9 Financial Instruments simplified approach to measuring expected credit losses which uses a

lifetime expected loss allowance for all trade receivables, refer note 11.

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s

customer base, including the default risk of the industry and country, in which customers operate, has less influence.

Due to Covid-19, no material adverse impact has been observed to date in respect of Rakon’s customers, refer note 2.

Cash and cash equivalents

While cash and cash equivalents are also subject to the impairment requirements of NZ IFRS 9 Financial Instruments, the identified impairment loss

was immaterial.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at 31 March is set out

below.


The maximum exposure to credit risk for trade receivables at 31 March by currency of denomination is set out under the liquidity risk.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity

is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,

without incurring unacceptable losses or risking damage to the Group’s reputation.

20202019

$000s$000s

Current financial assets

Derivative financi al instruments – cash flow hedgesFVOCI27565

Derivative financi al instruments – held for tradingFVPL219

Trade and other receivabl esAmortised cost45,08140,487

Cash and cash equi valentsAmortised cost5,0864,719

Non-current financial asset

Financi al asset at fair val ue through other comprehensive income – ThinxtraFVOCI2,9184,549

Derivative financi al instruments – cash flow hedgesFVOCI-258

Trade and other receivabl esAmortised cost2,7022,267

Current financial liabilities

Derivative financi al instruments – cash flow hedgesFVOCI4,011850

Derivative financi al instruments – held for tradingFVPL1,02995

Bank overdraftAmortised cost12,84811,501

Trade and other payablesAmortised cost22,25226,398

N on-current financial liabilities

Derivative financi al instruments – cash flow hedgesFVOCI2,840343

Measurement

cate gor y

Carrying amount

20202019

$000s$000s

Financial assets at fair value through profit or loss (note 25)219

Financial asset at fair value through other comprehensive income – Thinxtra (note 17)2,9184,549

Tra de a nd other receivables (note 11)45,08140,487

Cash and cash equivalents (note 10)5,0864,719

Forward exchange contracts and collar options used for hedging (note 25)27565

Total exposure to credit risk53,11450,339

Carrying amount

39

39


Typically, the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the

servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural

disasters. The historical and potential future impact of Covid-19 has been incorporated into detailed forecasts of cash and facility requirements.

Further information on the impact of Covid-19 on the business is in note 2.

The Directors forecast that the Group will trade at levels appropriate to manage its working capital requirements and have considered the

achievability of the assumptions underlying those forecasts, including forecast sales and positioning the business for the future. Forecasts indicate

that the Group will meet its net cash requirements and that there is sufficient headroom to allow for downward sensitivities, should the actual

revenue and margin levels be lower than forecast. For further information on going concern, refer note 2.

The following table shows the contractual undiscounted cash flow maturities of financial liabilities, including interest payments and excluding the

impact of netting agreements.


Further information on bank overdraft interest rate is in note 18.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group’s income

or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within

acceptable parameters, whilst optimising the return on risk.

The Group enters into derivatives in the ordinary course of business and also incurs financial liabilities, in order to manage market risks. All such

transactions are carried out within the guidelines set by the Board and Audit and Risk Committee. Generally, the Group seeks to apply hedge

accounting in order to manage volatility in the Statement of Comprehensive Income. Further information on the impact of Covid-19 on the business

is in note 2.

Currency risk

The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies

of the Group’s entities, primarily New Zealand Dollars (NZD), Sterling (GBP), the Euro (EUR) and Indian Rupees (INR). The currencies in which these

sales and purchases transactions are primarily denominated are US Dollars (USD), Japanese Yen (JPY), INR, NZD, GBP and EUR. The Group uses

foreign currency forward exchange contracts and collar options to hedge its currency risk.

Exposure to currency risk

The table below summarises the foreign exchange exposure on the net monetary assets of the Group against its respective functional currency,

expressed in NZD.








31 March 2020

Carrying

amount

6 months or

l e ss6 – 12 months1 – 2 years2 – 5 years5 – 10 years

$000s$000s$000s$000s$000s$000s

Financial liabilities

Derivatives (note 25)7,880(2,734)(2,320)(1,946)(880)-

Trade and other payables (note 19)22,252(22,252)----

Bank overdraft (note 18)12,848(13,305)----

Lease liabilities (note 15)9,445(1,396)(1,345)(2,236)(3,550)(918)

Total financial liabilities52,425(39,687)(3,665)(4,182)(4,430)(918)

31 March 2019

Carrying

amount

6 months or

l e ss6 – 12 months1 – 2 years2 – 5 years5 – 10 years

$000s$000s$000s$000s$000s$000s

Financial liabilities

Derivatives (note 25)1,288(750)(343)(195)--

Trade and other payables (note 19)26,398(26,398)----

Bank overdraft (note 18)11,501(11,797)----

Finance leases (note 18)817(405)(412)---

Total financial liabilities

40,004(39,350)(755)(1 9 5 )--

USDEURGBPJPY

$000s$000s$000s$000s

31 March 202015,7493,603(1,297)(1,164)

31 March 201917,397(1,533)(460)(5,751)

40
40


The following significant exchange rates applied during the year.


Sensitivity analysis

Underlying exposures

A 10% weakening of the NZD against the following currencies at 31 March would have increased (decreased) equity and profit or loss by the amounts

shown below. Based on historical movements, a 10% increase or decrease in the NZD is considered to be a reasonable estimate. This analysis

assumes that all other variables, in particular interest rates remain constant. The analysis was performed on the same basis for 2019.


A 10% strengthening of the NZD against the above currencies at 31 March would have had the equal but opposite effect on the above currencies

to the amount shown above, on the basis that all other variables remain constant.

Forward foreign exchange contracts

A 10% weakening of the purchased currencies below against the forward foreign exchange contracts outstanding at 31 March, would have increased

(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain

constant. The analysis is performed on the same basis for 2019.


Interest rate risk

Under the Group’s Treasury Management Policy, a minimum of 50% of term debt is required to be on fixed interest rates. The Group adopts a policy

to manage its exposure to interest rates by considering fixed interest rate swap agreements.

Profile

At 31 March the interest rate profile of the Group’s interest bearing financial instruments.





NZD2020201920202019

USD0.64540.67680.60230.6806

EUR0.58160.58870.54040.6044

GBP0.50860.51880.48330.5154

JPY

70.239275.112764.960075.1800

A ve rage rateReporting date rate

1 0 % we ake ni ng

EquityProfi t or lossEquityProfi t or loss

$000s$000s$000s$000s

USD

1,7501,7501,9331,933

EUR

400400(170)(170)

GBP

(144)(144)(51 )(51 )

JPY

(129)(129)(639)(639)

INR--134134

20202019

Fair value Equity Profit or lossFair value Equity Profit or loss

$000s$000s$000s$000s$000s$000s

Forward foreign exchange contracts - Cash flow hedge

Net buy NZD s ell USD

8,013(8,013)-5,811(5,811)-

Forward foreign exchange contracts - held for trading

Net buy EUR sell USD

(4 7 )(6 3 )(6 3 )(2 8 )231231

Net buy GBP sell USD

(7 0 )(9 6 )(9 6 )20277277

Net buy NZD s ell USD

(862)(1,761)(1,761)119(496)(496)

Net buy INR s ell USD

895454---

20202019

20202019

V ari abl e rate i nstrume nts

$000s$000s

Financial assets (note 10)

5,0864,719

Financial liabilities

(12,848)(11,501)

Net variable rate instruments

(7,762)(6,782)

Fixed rate instruments

Financial liabilities

(164)(176)

Net fixed rate instruments

(164)(176)

41
41


Sensitivity analysis

An increase of 100 basis points in interest rates at 31 March would have increased (decreased) equity and profit or loss by the amounts shown

below. This analysis assumes that all other variables, in particular foreign exchange rates, remain constant. The analysis for 2020 was performed

on the same basis as 2019.


A decrease of 100 basis points in interest rates at 31 March would have the opposite impact to what is shown above.

27. Share based payments

The Group’s management awards qualifying employees’ bonuses, in the form of share options and conditional rights to redeemable ordinary shares,

from time to time, on a discretionary basis. These are subject to vesting conditions and their fair value is recognised as an employee benefit expense

with a corresponding increase in other reserve equity over the vesting period. The fair value determined at grant date excludes the impact of any

non-market vesting conditions, such as the requirement to remain in employment with the Group. Non-market vesting conditions are included in

the assumptions about the number of options that are expected to vest and the number of redeemable ordinary shares that are expected to

transfer. At each balance date the estimate of the number of options expected to vest and the number of redeemable ordinary shares expected to

transfer is revised and the impact of any change in this estimate is recognised in the Statement of Comprehensive Income with a corresponding

entry to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital when the options are exercised,

or the conditional rights to redeemable ordinary shares are transferred.

Rakon Share Plan

In March 2006, Rakon Limited established a share plan to enable selected employees of Rakon Limited to acquire shares in the Company through

the plan trustee, Rakon ESOP Trustee Limited.

Under the terms of the share plan, 2,759 ordinary shares were issued at deemed market value at that time to Rakon ESOP Trustee Limited to hold

on behalf of the participating employees. Following a share split on 13 April 2006, the resulting number of shares under this plan was 859,137. All

shares issued to Rakon ESOP Trustee Limited have been allocated. The shares rank equally in all respects with all other ordinary shares issued by

the Company. The outstanding loan balance provided by Rakon Limited to participating employees in respect of these shares totals $195,000 (2019:

$195,000). Loans are provided on an interest free basis and the employee may repay all or part of the loan at any time. No repayments were due

at 31 March 2020 (2019: nil). The Trust Deed makes provision for the Company to require repayment of the loans in certain circumstances.

As at 31 March 2020, 321,972 (31 March 2019: 321,972) shares were allocated to participants but held by Rakon ESOP Trustee Limited.

Shares issued under the share plan are held on trust by Rakon ESOP Trustee Limited. A participant may request the trustee to transfer the relevant

shares to him or her, provided their loan has been repaid in full.

The Company may remove and appoint trustees at any time. The Directors and shareholders of Rakon ESOP Trustee Limited are Keith Oliver and

Bruce Irvine.

Shares held by the share plan represent approximately 0.14% of the Company's total shares on issue as at balance date (2019: 0.14%).

28. Principal subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable

returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully

consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination shall be measured

at fair value, which shall be calculated as the following: the total of the acquisition date fair values of the assets transferred by the Group, the

liabilities incurred by the Group to former owners, the equity issued by the Group and the amount of any non-controlling interest in the acquiree

either at fair value or at the proportional share of the acquiree’s identifiable net assets. Acquisition related costs are expensed as incurred.

All material transactions between subsidiaries or between the parent company and subsidiaries are eliminated on consolidation. Accounting policies

of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the

change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for

the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in OCI in respect of that entity

are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in OCI

are reclassified to profit or loss.

Equity Profit or lossEquityProfit or loss

$000s$000s$000s$000s

Variable rate instruments(7 8 )(78 )(68 )(68 )

Fixed rate instruments(2)(2 )7676

20192020

42

42



Rakon ESOP Trustee Limited and Rakon PPS Trustee Limited are classified as in-substance subsidiaries and are consolidated into the Group financial

statements.

29. Commitments

Capital commitments

Capital expenditure contracted for at the balance date but not incurred is $366,000 (2019: $194,000).

Operating and finance leases

During 2019, the Group was the lessee. Leases where the lessor retains substantially all the risk and rewards of ownership were classified as

operating leases. Payments made under operating leases (net of any incentives received from the lessor) were charged to the Statement of

Comprehensive Income on a straight line basis over the period of the lease.

2019 leases pre-adoption of NZ IFRS 16 Leases

From 1 April 2019, the Group has adopted NZ IFRS16 Leases and has recognised right-of-use assets and its corresponding lease liabilities, refer note

15.


Operating lease commitments – Group as lessee

The Group leases various factories, offices and warehouses under non-cancellable operating lease agreements. The leases have varying terms and

renewal rights. On renewal the terms are renegotiated.

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:


20202019

Rakon America LLCMarketing supportUSA31-Mar100100

Rakon Singapore (Pte) LimitedMarketing supportSingapore31-Mar100100

Rakon Financial Services LimitedFinancingNew Zealand31-Mar100100

Rakon International LimitedMarketing supportNew Zealand31-Mar100100

Rakon UK Holdings LimitedHolding companyUnited Kingdom31-Mar100100

Rakon UK LimitedResearch and developmentUnited Kingdom31-Mar100100

Ra kon Fra nce SAS R&D, manufacturing and sales France31-Mar100100

Rakon HK LimitedHolding companyHong Kong31-Mar5050

Rakon (Mauritius) LimitedHolding companyMauritius31-Mar100100

Rakon Investment HK Limited Holding companyHong Kong31-Mar100100

Rakon Crystal Electronic International LimitedMarketing supportChina31-Mar100100

Rakon India Pvt Limited Manufacturing, R&D and sales India31-Mar100100

Rakon ESOP Trustee LimitedShare trusteeNew Zealand31-Mar--

Rakon PPS Trustee Limited

Share trustee

New Zealand31-Mar--

% interest held by group

Name of entityPrincipal activities

Country of

incorporation

Balance

date

20202019

$000s$000s

No later than 1 year-405

Later than 1 year and no later than 5 years-412

Total minimum lease payments-817

Less amounts representing finance charges-(2 6)

Present value of minimum lease payments-791

Included in the financial statements as

Current borrowings (note 18)-405

Non-current borrowings (note 18)-412

Total finance lease included in borrowings-817

20202019

$000s$000s

No later than 1 year-2,689

Later than 1 year and no later than 5 years-6,755

Later than 5 years-938

Total non-cancellable operating leases-10,382

43
43


30. Related party information

No amounts owed by a related party have been written off or forgiven during the year. Related party transactions were transacted at arm’s length.

Following is the summary of transactions between related parties, and closing receivables and payables balances.



1

On 2 May 2018, the Group assumed full ownership of Centum Rakon India Private Limited and subsequently any purchases are treated as

intercompany transactions.

31. Contingencies

Prior to acquisition, Rakon India has received income tax and indirect taxes assessments, which had been in dispute. The Directors of Rakon India

believe the positions are likely to be upheld and accordingly no provision was made in Rakon India’s financial statements. The below summarises

the potential impacts on Rakon India’s tax balances if the assessments are upheld.

Income taxes

 2011/12 – an increase in taxable income of $1.6m (tax value $1,000,000)

 2013/14 – no increase in taxable income (tax value $580,000)

Indirect taxes

 December 2010/ August 2012 – excess input credit availed (tax value $440,000)

32. Subsequent events

On 13 June 2020 a €3.5m loan was made available to Rakon France for an initial term of 12 months with Rakon France having an option to extend

for up to a further five years at the end of the first 12 months. This loan has certain restrictions that limits it to be used for working capital/treasury

support for the French business only. Interest is payable at zero percent for the initial 12 months along with a guarantee fee of 0.25%. There are no

covenants on the loan and no additional security is required.

On 26 May 2020 the facilities with ASB have also been renewed, refer note 18.

The Directors are not aware of any other material events subsequent to the balance date 31 March 2020. In particular no information has come to

light related to Covid-19’s impact on the Group which is expected to have a material negative effect.








20202019

$000s$000s

Key management and directors' compensation

Salaries and other short-term employee benefits4,0453,767

Directors' fees360358

Total key management and directors' compensation4,4054,125

Transactions with associate and joint-venture

Purchases from associate, Chengdu Shen-Timemaker Crystal Technology Co. Limited(940)(233)

Purchases from joint venture, Centum Rakon India Private Limited

1

-(1,284)

Net transactions(940)(1,517)

Payables to Chengdu Shen-Timemaker Crystal Technology Co. Limited56232

Receivables from Rakon HK Limited163139

Transactions with Siward Crystal Technologies Co. Limited

Sa les502210

Purchases(2,218)(236)

Net transactions(1,716)(26 )

Receivables from Siward Crystal Technologies Co. Limited38210

Payables to Siward Crystal Technologies Co. Limited572236

44




PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz


Independent auditor’s report

To the Shareholders of Rakon Limited

We have audited the financial statements which comprise:

● the balance sheet as at 31 March 2020;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies.


Our opinion

In our opinion, the accompanying financial statements of Rakon Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as

at 31 March 2020, its financial performance and its 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 (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the 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 Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of treasury related financial markets risk

analysis and commentary, review procedures over the confirmation of the Eligible Research and

Development Expense claimed under the Research and Development Income Tax incentive scheme in

India and certification of expenditure on Research and Development activities claimed under the

Research and Development subsidy in France. The provision of these other services has not impaired

our independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

45


PwC 45


Key audit matter How our audit addressed the key audit

matter

Impairment risk for non-financial assets

As set out in note 14d, the Directors assess

intangible assets and other non-financial assets

annually for impairment. The Directors look

initially for indicators of impairment which

requires a level of judgement.

When the market capitalisation is lower than the

net asset value of the Group this can be an

indicator of potential impairment of non-

financial assets held by the Group. Market

capitalisation of the Group at 31 March 2020

was $36.7 million compared to the carrying

value of the net assets of $91.8 million.

Subsequent to the year end the market

capitalisation increased and was $59.5 million as

at 2 6 Ju ne 2020.

The Directors performed an assessment of

impairment on an asset class basis as well as

performing a business valuation for the Group as

a whole. The business valuation was prepared on

a value in use basis using a discounted cash flow

model. In preparing this model the Directors

took into account factors including the current

profitability of the Group and the impact of

Covid-19 on the Group’s operations. The key

assumptions in the discounted cash flow model

are included in note 14d of the financial

statements and include:

● Annual sales growth rate

● Gross margin

● Terminal growth rates

● Discount rates

The results of the Directors’ assessment,

including the impact of reasonably possible

changes in assumptions, are detailed in note

14d.


We updated our understanding of business

processes and controls applied in the assessment

of indicators of impairment of non-financial

assets and determining any impairment

required.

In considering the results of the Directors’

assessment of impairment on an asset class basis

we have considered:

● the historical recoverability of inventory

balances and whether there is any indication

of impairment;

● whether there were indicators of

impairment for intangible product

development assets, which has been

discussed in the key audit matter below;

● the recoverability of deferred tax assets;

● whether there were any specific indicators of

impairment for property, plant and

equipment assets; and

● the effects of Covid-19 on the assets’ values.

In considering the discounted cash flow model

used for the assessment of impairment of the

business as a whole our procedures included the

following:

● Obtained an understanding of the current

and forecast outlook for the business and

management’s basis for determining the key

assumptions in preparing the forecast cash

flows;

● Compared cash flow forecasts used in the

model to budgets and long-term forecasts

approved by the Board subsequent to the

year end;

● Assessed the reliability of management’s

budgeting process by understanding the

differences between the historical and

budgeted performance in previous years;


46




PwC 4


Key audit matter How our audit addressed the key audit

matter

● Evaluated the key assumptions in particular

the estimated sales growth rates and gross

margins and the potential impact of Covid-

19, by analysing the Group’s past

performance, key trends and

interrelationship of key assumptions and

benchmarking information to market data

where relevant and available;

● Engaged our valuation expert to assist us in

challenging management’s key cash flow

assumptions and to assess the terminal

growth rates, discount rates and a range of

cash flow scenarios; and

● Assessed the adequacy of disclosures in the

financial statements to ensure that they are

compliant with the requirements of NZ

IFRS.

As a result of these procedures we have no

matters to report.

Valuation of research and development costs

associated with the development of new

products

Rakon incurs costs with respect to developing

new products. This is included within the

product development and assets under

construction categories of intangible assets (note

14 of the financial statements) and amounts to

$6.1 million at 31 March 2020.

There is a risk that the costs that are being

capitalised for development may not meet the

criteria for capitalisation as an intangible asset

under NZ IFRS.

There is judgement and often uncertainty

around the potential for success of new products

as well as the technical feasibility and probable

future economic benefits associated with new

and existing projects primarily with respect to

new telecommunications infrastructure

products.

The Directors assessed the future income

generating ability of capitalised development

expenditure by referring to current demand for

the products now in production and to the

business case for future sales of products not yet

in production.



Our audit procedures included the following:

● Updated our understanding of how the costs

for research and development are captured

and, where appropriate, are approved for

capitalisation and the controls over these

processes;

● Obtained an understanding of the projects

which have been capitalised during the year

and, on a sample basis, agreed costs

incurred to supporting documentation and

approval;

● Assessed overall costs capitalised for

compliance with Group policies and the

requirements defined in NZ IFRS for

capitalisation of product development costs;

● For those products in production, where

costs were capitalised and are now being

amortised, we challenged the Directors’

assessment of the future income expected

from those products by comparing the

estimate with the level of sales currently

being achieved;

47




PwC 47


Key audit matter How our audit addressed the key audit

matter

● Challenged the Directors’ assessment of the

future income expected from new

telecommunications infrastructure products

by comparing the estimate with the level of

sales of previous generations of

telecommunications infrastructure products

and with market forecast reports.

As a result of these procedures we have no

matters to report.

Compliance with banking facilities

As at 31 March 2020 the Group’s net debt was

$7.9 million. Note 18 to the financial statements

explains that the Group’s bank funding

comprises trade and overdraft facilities with ASB

and a trade facility with the State Bank of India.

The ASB facilities were extended on 26 May

2020 and the trade facility is scheduled to

reduce over the next six months. The ASB

facilities have financial covenants requirements

attached.

In addition, subsequent to the year end, a loan

was made available to Rakon France, as

described in note 32.

We consider forecast compliance with the Group

banking facilities and the financial covenants for

the ASB facilities to be a key audit matter, given

the reduction of the facility limit over the next 6

months and the uncertainties associated with

Covid-19.

The Directors have assessed forecast compliance

with banking facilities by:

● preparing scenario forecasts (base case and

various downside scenarios) for the Group

for the next 12 months from the date of

approval of financial statements;

● assessed the restrictions on the use of the

loan made available to Rakon France;

● using the forecasts to calculate financial

covenant compliance at future covenant test

dates.

The Directors have concluded there are no

material uncertainties related to going concern

and compliance with the requirements of

banking facilities.

We have read the bank agreements and

understood the attached requirements.

We obtained the Group’s cash flow forecasts for

the next 12 months from the date of the approval

of the financial statements and performed the

following audit procedures:

● Ensured the base case cash flow forecast is

consistent with the forecast used for the

impairment assessment;

● Assessed the reasonableness of

management’s forecast scenarios and

performed sensitivities by considering

additional scenarios, taking into account the

restricted use of the bank funding in France;

● Assessed whether the Group is able to fund

the required reduction in the ASB trade

facility limit over the next six months;

● Assessed the ability of the Group to comply

with the covenant requirements by

rec alculating covenant compliance at the

measurement dates; and

● Considered the adequacy of disclosure in

notes 2d, 18 and 32 to ensure they

accurately reflect information relevant to

management's assessment of the Group’s

ability to comply with the banking facilities

over the next 12 months.

From our procedures, we have no matters to

report.

48




PwC 4


Key audit matter How our audit addressed the key

audit matter

Valuation of the investment in Thinxtra Limited

Rakon holds ordinary shares in Thinxtra Limited

(“Thinxtra”), which is a level three investment

accounted for at fair value through Other

Comprehensive Income.

We considered the valuation of the investment

in Thinxtra a key audit matter because of the

uncertainty involved in the estimation process

and the significant judgements the Directors

make in determining the fair value. Changes in

the assumptions applied as part of the

estimation process can lead to significant

movements in the fair value of the investment.

The Directors developed a valuation

methodology based on valuation techniques with

different assigned probabilities based on the

available information and Directors’ judgement,

as disclosed in note 17.

The Directors also considered sensitivity of the

key inputs in the valuation methodology by

determining other reasonably possible scenarios

and assessing the impact on the valuation of

these scenarios.

The results of the Directors’ assessment and

sensitivity analysis is detailed in note 17.



We performed the following audit procedures:

● Obtained an understanding of the valuation

methodology developed by the Directors and

the key assumptions they applied in

determining the fair value of the investment

in Thinxtra as at 31 March 2020;

● Agreed the key inputs in the valuation model

to unaudited information obtained by

management from Thinxtra;

● Considered the discounted cash flow model

approach which formed part of the

Directors’ basis of valuation. We determined

the underlying forecasts used in the model

were not sufficiently reliable due to

Thinxtra’s business being at an early stage of

development and the history of not meeting

budgeted results. Accordingly, this required

us to take a different valuation approach

based wholly on using the observable inputs

from the recent capital raise;

● Engaged our valuation expert to assist in the

valuation of the investment as at 31 March

2020. Our expert concluded that the share

price achieved in the recent capital raise

provided the best evidence of the fair value

at 31 March 2020. Using this price results in

a lower fair value than determined by the

Directors, consistent with the fair value

disclosed in alternate case B sensitivity in

note 17. The difference between the

Directors’ assessment of fair value and our

valuation, was reported to the Directors who

determined that this judgemental difference

was not material in the context of the

financial statements. This difference was

below our overall Group materiality; and

● Assessed the adequacy of disclosures in the

financial statements to ensure that this is

compliant with the requirements of NZ

IFRS.



49




PwC 4


Our audit approach

Overview


An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall Group materiality: $1,189,800, which represents approximately 1%

of revenue.

In our judgement, revenue provides a more stable measure for establishing

our materiality benchmark and best reflects performance of the Group.

We have determined that there are four key audit matters:

● Impairment risk for non-financial assets

● Valuation of research and development costs associated with the

development of new products

● Compliance with banking facilities

● Valuation of the investment in Thinxtra Limited.

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and

our application of materiality. As in all of our audits, we also addressed the risk of management

override of internal controls including among other matters, consideration of whether there was

evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

We conducted a full scope audit over two segments, New Zealand, including the investment in

Thinxtra, and France and limited review procedures were conducted for India. Together these

represent 100% of external revenue. We conducted specific audit procedures over certain financial

statement line items for the UK subsidiary. Limited review procedures were conducted for the

investment in Timemaker.

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the financial statements does not

cover the other information included in the annual report and we do not and will not express any form

of assurance conclusion on the other information.

50


PwC 50


In connection with our audit of the financial statements, if other information is included in the annual

report, our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained in the

audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the

other information that we obtained prior to the date of this auditor’s report, we conclude that there is a

material misstatement of this other information, we are required to report that fact. We have received

a draft of the annual report and based on the draft we have read, we have nothing to report. We will

read the final version of the annual report when it is made available to us.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the 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 financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible 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.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs (NZ) and ISAs 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 financial statements.

A further description of our responsibilities for the audit of the financial statements is located at 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.

Who we report to

This report is made solely to the Company’s Shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which 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 and the Company’s Shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.

For and on behalf of:




Chartered Accountants

29 June 2020

Auckland

51
51


Shareholder Information

Directors and Directors’ remuneration

The names of the current Directors of Rakon together with short biographies for each of them are set out in the 2020 Annual Review and on the

Company’s website.

Subject to approval by shareholders of the total pool for non-executive Director remuneration, non-executive Directors of Rakon receive fees

determined by the Board on the recommendation of the People Committee plus reasonable travelling, accommodation and other expenses incurred

in the course of performing their duties as Directors. Shareholders approved a total pool of $360,000 for the remuneration of non-executive

Directors of Rakon in September 2012.

The following people held office as Directors of Rakon during the year ended 31 March 2020; their independence status and the remuneration they

received during that period are set out below:

Name Category Remuneration

Bruce Robertson Irvine Independent (Chair since 7 August 2018) $120,000

Brent John Robinson

1

Executive (Managing Director) $837,332

Keith William Oliver Independent $60,000

Yin Tang Tseng Non-Executive $60,000

Roger Yao Non-Executive (alternate Director of Yin Tang Tseng) -

Lorraine Mary Witten Independent $60,000

Robert Keith Hamilton (Keith) Watson Independent $60,000


1

Employed by Rakon as Managing Director and Chief Executive Officer and receives salary and other benefits in respect of his employment.


Directors of subsidiaries

Directors of the Company’s subsidiaries do not receive any remuneration or other benefits in respect of their appointments. The remuneration and

other benefits of any such Directors (not being Directors of Rakon Limited) who are employees of the Group totalling $100,000 or more during the

year ended 31 March 2020 are included in the relevant bandings for remuneration disclosed in this Shareholder Information section of the 2020

Annual Report.

The following people held office as Directors of subsidiary companies at 31 March 2020:

Entity Director (or authorised representative where noted)

Rakon America LLC John Mundschau (authorised representative)

Rakon Singapore (Pte) Limited Brent Robinson, Darren Robinson, Damian Boon

Rakon Financial Services Limited Brent Robinson, Darren Robinson

Rakon International Limited Brent Robinson

Rakon UK Holdings Limited Brent Robinson, Darren Robinson, Sinan Altug, Philip Davies

Rakon UK Limited Brent Robinson, Darren Robinson, Sinan Altug, Philip Davies

Rakon France SAS Brent Robinson

Rakon (Mauritius) Limited

Brent Robinson, Darren Robinson, Neernaysingh Madhour, Kamalam Pillay

Rungapadiachy

Rakon Investment HK Limited Brent Robinson

Rakon Crystal Electronic International Limited Daryoush Shahidi (authorised representative)

Rakon HK Limited Brent Robinson, Darren Robinson, Zhuzhi Ye, Rongguo Chen

Rakon ESOP Trustee Limited Bruce Irvine, Keith Oliver

Rakon PPS Trustee Limited Bruce Irvine, Keith Oliver

Rakon India (Private) Limited Brent Robinson, P.M. Unnikrishnan, Arun Parasnis



52
52


Directors’ interests

As permitted by the Companies Act 1993 and the Company’s constitution, all Directors received the benefit of an indemnity from Rakon Limited

and the benefit of Directors and Officers liability insurance cover maintained by the Company.

The Company maintains an interests’ register in accordance with the Companies Act 1993 and the Financial Markets Conduct Act 2013. The

following are particulars of entries, including the date of disclosure shown in brackets, made in the Company’s interests’ register for the year ended

31 March 2020.


Bruce Robertson Irvine

 Resigned as Director of PGG Wrightson Limited (30 April 2019)

 Shareholder in Thinxtra Pty Limited (24 June 2019)

 Director of Gough Holdings which changed its name to Amyes Road and was placed in voluntary solvent liquidation (22 October 2019)


Robert Keith Hamilton Watson

 Appointed Director of Acumen Republic Limited (29 May 2019)

 Appointed member of Advisory Board Taska Electronics Limited (19 November 2019)

 Director of New Zealand Institute of Economic Research and now Chair (5 December 2019)

 Appointed Director of Taska Prosthetics Limited (3 March 2020)

 Appointed Director of 5th Element Limited (3 March 2020)


Lorraine Witten

 Appointed Chair of Correction Department Audit and Risk Committee (August 2019)


Directors’ shareholdings

Directors’ shareholdings in Rakon Limited as recorded in the interests’ register of the Company as at 31 March 2020 are set out below:

Name Category Shareholding

Brent Robinson shares held with beneficial interest 34,846,237

Bruce Irvine shares held with beneficial interest 454,278

Bruce Irvine shares held with non-beneficial interest

1

2,093,299

Bruce Irvine shares held with non-beneficial interest 289,824

Lorraine Witten shares held with beneficial interest 120,000

Keith Watson shares held with beneficial interest 100,000

Keith Oliver shares held with non-beneficial interest1 2,093,299


1

Bruce Irvine and Keith Oliver jointly hold the same parcel of 2,093,299 ordinary shares as trustees of Rakon ESOP Trustee Limited.













53
53


Employees’ remuneration

During the year ended 31 March 2020, the number of employees or former employees of Rakon Limited and its subsidiaries, not being Directors of

Rakon Limited received remuneration including the value of other benefits in excess of $100,000 in the following bands:

Remuneration

Number of

employees


Remuneration

Number of

employees

$100,000 – $110,000 17


$220,001 – $230,000 3

$110,001 – $120,000 9


$240,001 – $250,000 1

$120,001 – $130,000 15


$250,001 – $260,000 3

$130,001 – $140,000 9


$260,001 – $270,000 1

$140,001 – $150,000 10


$270,001 – $280,000 2

$150,001 – $160,000 6


$280,001 – $290,000 1

$160,001 – $170,000 5


$290,001 – $300,000 3

$170,001 – $180,000 5


$340,001 – $350,000 1

$180,001 – $190,000 2


$350,001 – $360,000 2

$190,001 – $200,000 4


$370,001 – $380,000 2

$200,001 – $210,000 2


$610,001 – $620,000 1

$210,001 – $220,000 4


$690,001 – $700,000 1


The remuneration above includes the fair value attributable to employee share schemes.


Substantial Quoted Financial Product holders

The following information is given pursuant to Section 293 of the Financial Markets Conduct Act 2013.

According to the notices given under Financial Markets Conduct Act 2013 (or its predecessor the Securities Markets Act 1988), the following persons

were substantial product holders in the Company as at 31 March 2020 in respect of the number of voting products below. As at 31 March 2020,

the Company had one share class on issue, comprising of 229,055,272 voting shares:

Name Relevant Interest Number Held %

Siward Crystal Technology Co. Limited registered holder

38,016,681

16.60

Brent John Robinson registered holder 9,915,414 4.33

Brent John Robinson registered holder and beneficial owner 24,930,823 10.88

Darren Paul Robinson registered holder 9,914,180 4.33

Darren Paul Robinson registered holder and beneficial owner 24,930,823 10.88

Michele Susan Robinson registered holder and beneficial owner 24,930,823 10.88



Spread of Quoted Financial Product holders and holdings as at 8 June 2020

Size of holding

Number of

holders % Total number held

%

1 – 99 15 0.34 887 0.00

100 – 199 51 1.14 6,653 0.00

200 – 499 197 4.41 59,402 0.03

500 – 999 264 5.91 170,579 0.07

1,000 – 1,999 659 14.76 851,568 0.37

2,000 – 4,999 1,107 24.79 3,380,578 1.48

5,000 – 9,999 643 14.40 4,161,982 1.82

10,000 – 49,999 1,143 25.60 22,633,762 9.88

50,000 – 99,999 166 3.72 11,027,645 4.81

100,000 – 499,999 177 3.96 32,963,271 14.39

500,000 – 999,999 15 0.34 10,556,267 4.61

1,000,000 – 99,999,999 28 0.63 143,242,678 62.54

Total 4,465 100.00 229,055,272 100.00

54
54


Twenty largest Quoted Financial Product holders as at 8 June 2020

Name Shareholding %

Siward Crystal Technology Co. Limited 38,016,681 16.60

Brent John Robinson, Darren Paul Robinson and Michele Susan Robinson as trustees of

Ahuareka Trust

24,930,823 10.88

Accident Compensation Corporation

1

10,973,579 4.79

Brent John Robinson 9,915,414 4.33

Darren Paul Robinson 9,914,180 4.33

Michael Walter Daniel & Nigel Geoffrey Ledgard Burton & Michael Murray Benjamin

(Wairahi A/C)

8,207,102 3.58

Etimes Group International Limited 3,697,716 1.61

F B Trustee Limited 2,709,717 1.18

Fergus David Elliott Brown 2,708,500 1.18

Iconic Investments Limited 2,608,192 1.14

Stuart Robert Kidd 2,113,000 0.92

Rakon ESOP Trustee Limited 2,093,289 0.91

Michael Murray Benjamin 2,000,000 0.87

Wo Zhou Yang 1,962,766 0.85

Craig John Thompson 1,959,829 0.85

Nicholas Theobald Sibley & Sally Gay Sibley 1,800,000 0.78

HLR Holdings Company Limited 1,584,736 0.69

BNP Paribas Nominees

1

1,551,673 0.68

Phillip Malcolm Cook 1,500,000 0.65

Forsyth Barr Custodians Limited 1,498,452 0.65



1

Held through New Zealand Central Securities Depository Limited, which is a depository that allows electronic trading of securities by members.


NZX waivers

For the purposes of Rakon’s disclosure obligation under Rule 3.7.1(g) Rakon confirms:

 that it relied on NZX Regulation (NZXR) Decision Ruling dated 11 February 2019 on NZX Listing Rule 7.1 with the effect that it did not submit

the amendments to its Governing Document to the NZX for confirmation that the NZX had no objection prior to the circulation of Rakon’s

notice of meeting to holders of Financial Products for its annual meeting held on 9 August 2019 as required under Rule 7.1.1 on the basis

that Rakon submitted a solicitor’s opinion in accordance with Rule 2.19.1 for the amendments to its Governing Document confirming

compliance with the Listing Rules. that it relied on NZX Regulation Class Waiver from NZX Listing Rules 3.5.1 and 3.5.3, dated 3 April 2020,

superseding the waiver made on 19 March 2020 permitting an extension of 30 days to the requirement that a Reporting Issuer release it

results announcement through MAP no later than 60 days after the end of the Qualifying Financial Year

 that it relied on NZX Regulation Class Waiver from Rule 3.6.1 dated 3 April 2020, superseding the waiver made on 19 March 2020 permitting

an additional two months to the date after the end of the Qualifying Financial Year by which the Reporting Issuer is required to prepare an

annual report and deliver, subject to Rule 3.6.2, the annual report to NZX by release through MAP and make the annual report available

to each Quoted Financial Product Holder in accordance with Rule 3.6.3.

There were no other NZX waivers granted or published by NZX within or relied upon in the 12 months ending 31 March 2020.



Credit rating

The Company does not currently have an external credit rating status.


Exercise of disciplinary powers

Neither the NZX nor the Financial Market Authority took any disciplinary action against the Company during the financial year

ended 31 March 2020.




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Corporate Governance Report

Introduction

The Board is committed to conducting business in the right way and maintaining the highest standards of corporate behaviour and accountability.

The Board regularly reviews Rakon’s corporate governance framework and supports best practice reporting.

In its 2019 Corporate Governance Report, the Board explained the extent to which the Rakon corporate governance framework met the

recommendations of the NZX Corporate Governance Code 1 January 2019 (‘NZX Code’) and, where applicable provided an explanation of why a

NZX Code recommendation had not been followed and the alternative practices followed in lieu of that recommendation. The Board indicated

areas that would be a focus during the year ahead.

In this 2020 Corporate Governance Report, the Board again explains the extent to which the Rakon corporate governance framework meets the

recommendations of the NZX Corporate Governance Code 1 January 2019 (‘NZX Code’) and, where applicable provides an explanation of why a

NZX Code recommendation has not been followed and the alternative practices followed in lieu of that recommendation and indicates areas that

will be a focus during the year ahead.

The information in this Corporate Governance Report is current as at 24 June 2020 and has been approved by the Board.

The key corporate governance documents referred to in this report are available on Rakon’s website at:

http://www.rakon.com/corporate/investor/ir-gov

Rakon is listed on the NZX Main Board and is subject to regulatory control and monitoring by both the NZX and the Financial Markets Authority

(‘FMA’).

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.

Rakon is committed to ensuring the highest ethical standards are maintained by its Directors, employees and suppliers, contractors and consultants

to the Company in all activities conducted by or in the interests of the Company.

Recommendation 1.1 The board should document minimum standards of ethical behaviour to which issuer’s directors and employees are

expected to adhere (a code of ethics).

Ethical standards and guiding principles are set out in Rakon’s Business Code of Conduct which is available on the Company’s website and was last

reviewed in May 2019. Additional guidance for Directors on the requirement to maintain high standards of honesty, integrity and ethical conduct

is provided in the Board Charter which was last reviewed in June 2020 and which is available on the Company’s website.

The Business Code of Conduct requires Directors and employees to promptly report material breaches of the Code. To support this expectation of

disclosure of breaches of the Business Code of Conduct, as well as disclosure of other wrongdoing or suspected wrongdoing, the Board has

developed a Protected Disclosure (whistle blowing) Policy which was approved by the Board in May 2019 and is available on the Company’s website.

Rakon has processes in place to enable training for all new and existing employees to ensure awareness and understanding of the Business Code of

Conduct and other Company policies. An Employee Handbook is regularly reviewed and updated and is available on an in-house portal along with

all human resources and governance policies and procedures. Rakon carries out training sessions with managers and team leaders to ensure they

are well equipped to guide and support their teams. Rakon continues to investigate new innovative and effective processes for promoting

awareness and for receiving assurance of understanding and compliance.

Recommendation 1.2 An issuer should have a financial product dealing policy which applies to directors and employees.

Rakon has a Financial Product Trading Policy to mitigate the risk of insider trading in Rakon securities by Directors and employees. A copy of this is

available on Rakon’s website. This policy was last reviewed and updated by the Board in March 2019 and was then circulated to Directors and

employees along with further guidance on the application of the policy and where it can be accessed on the internal portal. Additional trading

restrictions apply to Restricted Persons as defined in the policy, including Directors and certain employees. Details of Directors’ shareholdings as at

31 March 2020 are set out in the Shareholder Information section of the 2020 Annual Report.

Principle 2 – Board composition and performance

To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.

The Board has ultimate responsibility for the strategic direction of Rakon and oversight of the management of Rakon, with the aim of increasing

shareholder value and ensuring the obligations of the Company are met.

Recommendation 2.1 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.

The Board operates under a written charter which: sets out the structure of the Board and the procedures for the nomination, resignation and

removal of Directors; outlines the respective responsibilities and roles of the Directors and management; and identifies procedures to ensure that

the Board meets regularly, conducts its meetings in an efficient and effective manner and that each Director is fully empowered to perform his or

her duties as a Director of the Company and to fully participate in meetings of the Board.

The day-to-day management and operation of Rakon is undertaken by the executive team members and their reports under the leadership of the

Managing Director. Delegation of the day-to-day management and operation of Rakon is subject to financial controls and limitations delegated

from time to time by the Managing Director as set out in detailed Delegated Authorities Schedules. A delegation of authority policy has been

developed to record the general and specific delegations of authority made to the Managing Director and the specific powers reserved to the Board.

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In discharging their duties, Directors have direct access to and may rely upon Rakon’s senior management and external advisers. Directors have the

right, with the approval of the Chair or by resolution of the Board, to seek independent legal or financial advice at the expense of Rakon to assist

them in the proper performance of their duties.

Recommendation 2.2 Every issuer should have a procedure for the nomination and appointment of directors.

While the appointment of new Directors is the responsibility of the whole board, the People Committee Charter outlines the Committee’s particular

duties and responsibilities in relation to the selection and appointment of new Directors and succession planning.

The People Committee is responsible for identifying and recommending candidates for the role of Director, taking into account such factors as it

deems appropriate, including tenure, capability, skill sets, experience, diversity, qualifications, judgement and the ability to work with other

Directors.

The Committee recognises a skills matrix is one of the tools that can assist with identifying and assessing existing Directors’ skills and competencies

and the new skills and competencies which may be needed to meet the Company’s future governance requirements.

The number of elected Directors and the procedure for their appointment, retirement and re-election at annual meetings is set out in the

Constitution of the Company and the NZX Listing Rules. Changes to the Rakon Constitution to ensure compliance with the NZX Listing Rules were

approved by shareholders at the 2019 Annual Shareholders’ Meeting.

All Directors, including any executive Director must retire by rotation and if eligible stand for re-election at the third annual meeting or three years

after their last election, whichever is longer. Any Director appointed since the previous annual meeting must also retire and is eligible for election.

The Board supports the separation of the roles of Chair and Chief Executive Officer and the appointment of an independent Chair.

Recommendation 2.3 An issuer should enter into written agreements with each newly appointed director establishing the terms of their

appointment.

The Board has determined that new Directors receive a letter of appointment to agree the key terms and conditions of their appointment or election

as Directors of Rakon. Previously the Board relied on the general rules and practice including appointment, tenure, duties and responsibilities and

requirements outlined in relevant legislation, the NZX Listing Rules, the Company’s Constitution and the Board Charter as encompassing the key

terms and conditions and expectations of Rakon Directors.

Recommendation 2.4 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 interest and director attendance at board meetings.

Information about each Director of Rakon is available on the Rakon website and in the 2020 Annual Review, which is made available to shareholders

on the Company’s website at the same time as the 2020 Annual Report. The Company maintains an interests’ register and particulars of the entries

made in the interests’ register during the year ended 31 March 2020 in relation to Directors’ interests are disclosed in the Shareholder Information

section of the 2020 Annual Report.

Board meetings and attendance

The Board meets as often as it deems appropriate including sessions to review the performance of the business against agreed plans and to consider

the strategic direction of Rakon and Rakon’s forward-looking business plans. Video and/or phone conferences are also used as required.

The table below sets out Directors’ attendances at the Board, Audit and Risk Committee and the People Committee meetings during the year ended

31 March 2020. In total, there were twelve Board meetings, eight Audit and Risk Committee meetings and three People Committee meetings.

Board

Meetings

Audit & Risk

Committee

People

Committee

Total number of meetings held 12 8 3

Bruce Irvine 12 6 3

Keith Oliver 10 - 3

Brent Robinson 12 - -

Lorraine Witten 12 8 3

Roger Yao: Alternate Director appointment for

Yin Tang Tseng

1


12 - -

Keith Watson 12 8 -


1

Roger Yao was appointed as alternate Director by Yin Tang (Tony) Tseng, with the consent of the Board, in June 2017. He attends Rakon

Board meetings and provides support for Tony who continues to be actively engaged in the activities of the Board. Tony is the current Chair

of Siward Crystal Technology Co. Limited, a substantial shareholder (16.6%) in Rakon.


Recommendation 2.5 An issuer should have a written diversity policy which includes requirements for the board or a relevant committee 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 progress in achieving them. The issuer should disclose the policy or a summary of it.

Rakon has recognised the value of diversity of thinking and skills in its recruitment practices and its management and governance and has sought

to create inclusive work environments where all of its people are valued and respected. Rakon recognises the term diversity means one or more of

a number of different characteristics and factors including but not limited to gender, ethnic background, religion, age, marital status, culture,

disability, economic background, education, language, physical appearance and sexual orientation. Rakon considers different backgrounds,

communication styles, life-skills and interpersonal skills of Directors and employees are of value in building diverse teams.

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Rakon’s Diversity and Inclusion Policy was approved by the Board in May 2019 and is available on the Company’s website. As required under that

policy, Rakon has set objectives for measuring and promoting diversity and inclusion within the Company. Progress on these objectives is required

to be monitored and assessed by the People Committee and the Board at least annually.

The Board set two key diversity and inclusion objectives for the year beginning 1 April 2019:

 Ensure effective processes to gather data recording gender and ethnicity across the whole of the company are in place and followed

 Target the provision of bias awareness training across all leadership teams.

Rakon has developed systems to support gathering data regarding gender and ethnicity in New Zealand and across the whole of the Rakon Group.

Some of Rakon’s locations do not allow compulsory data gathering for gender and ethnicity, but the information is recorded where people are

comfortable to share it. With a good level of knowledge of the gender and ethnicity of its employees Rakon is better able to plan initiatives and

programmes to foster and enhance personal and career development, health, safety and well-being and inclusiveness.

During the past 18 months, the Rakon People and Capability team has addressed bias awareness with leaders more regularly. There has been

targeted training for bias awareness to introduce the concept, in context, with individual leaders both to support Rakon’s policy of diversity and

inclusiveness in the workplace and to make sure leaders are not hindered by unconscious bias when making decisions regarding hiring and

promotions for their teams.

As at 31 March 2020, females represented 20% (FY19: 20%) of Rakon’s Directors and Officers (as defined in NZX Listing Rule 3.8.1(c)). A quantitative

breakdown of the number of male and female Directors and the number of male and female Officers as at 31 March 2020 and as at 31 March 2019

is set out in the table below. In that table the Chief Executive Officer who is the Managing Director is included as a Director, and Officers are the

direct reports of the Chief Executive Officer having key functional responsibilities.

31 March 2020 31 March 2020

Directors

Females 1 1

Males 5 5

Officers

Females 2 2

Males 7 7


Recommendation 2.6 Directors should undertake appropriate training to remain current on how best to perform their duties as directors of an

issuer.

The Company encourages all Directors to undertake appropriate training and education to build on their governance and directorship skills.

Appropriate training and education includes attending presentations on changes in governance, legal and regulatory frameworks; attending

technical and professional development courses; and attending presentations from industry experts and key Rakon advisers. Updates are provided

to the Board by management on relevant industry and Company issues. A number of Rakon’s Directors are members of the Institute of Directors.

Recommendation 2.7 The board should have a procedure to regularly assess director, board and committee performance.

The Board regularly considers individual and collective performance, together with the skill sets, training and development and succession planning

required to govern the business. A full evaluation of Board performance was undertaken during the year ended 31 March 2019. For the year ended

31 March 2020, the Chair engaged directly with each Director to discuss Board performance and evaluate individual performance referencing a

Review and Evaluation plan developed for Rakon.

The charters of the Board’s Committees also require the Committees to undertake a self-review process, including receiving feedback from the

Board as a whole and reporting to the Board on the outcome of the reviews. For the year ended 31 March 2020, Review and Evaluation checklists

prepared for each Committee were used for the review and evaluation exercise.

Recommendation 2.8 A majority of the board should be independent directors.

The Board currently comprises of six Directors: five non-executive Directors, four of whom are independent including the independent Chair, and

one executive Director who is the Managing Director and Chief Executive Officer. In order for a Director to be independent, the Board has

determined, among other things, he or she must not be an executive of Rakon and must have no disqualifying relationships. The Board provides

guidance for determining independence in its Charter and follows the guidelines in the NZX Listing Rules.

The Board recognises that from time to time it is appropriate for the Board to confer without executive Directors or other senior management

present and for there to be separate meetings of independent Directors.

Recommendation 2.9 An issuer should have an independent chair of the board. If the chair is not independent then the chair and the CEO should

be different people.

The Chair of Rakon is an independent Director. While the Board Charter does not require the chair of the Board to be an independent Director, if

the Directors appoint a fellow Director as Chair who is not independent then they are required to disclose this fact in the Company’s annual report,

along with reasons justifying such a decision. The Rakon Board Charter records the Board’s intention that the Chair and the Managing Director or

Chief Executive Officer shall not be the same person.

Principle 3 – Committees

The Board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.

The Board has delegated a number of its responsibilities to committees to assist in the execution of the Board’s responsibilities.

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The current committees of the Board are the Audit and Risk Committee and the People Committee (‘Committees’).

The Committees review and analyse policies and strategies, which are within their terms of reference. They examine reports, information and

proposals and, where appropriate, make recommendations to the full Board. Committees do not take action or make decisions on behalf of the

Board unless specifically mandated by prior authorisation from the Board to do so.

The Committees meet as required and have terms of reference (charters), which are approved and reviewed by the Board. Copies of the Audit and

Risk Committee Charter and the People Committee Charter are on the Rakon website and were last reviewed in March 2020.

All members of the Board receive the minutes of each Committee meeting and all Directors are entitled to attend any Committee meeting. In

pursuing its duties and responsibilities, each Committee is empowered to seek any information it requires from employees and to obtain

independent legal or other professional advice. Each Committee is required to report to the Board after each meeting of the Committee.

From time to time, special purpose committees may be formed to review and monitor specific projects with senior management.

Recommendation 3.1 An issuer’s audit committee should operate under a written charter. Membership on the committee should be majority

independent and comprise solely of non-executive directors of the issuer. The chair of the audit committee should be an independent director

and not the chair of the board.

The Audit and Risk Committee’s purpose and key objectives are to ensure oversight of all matters related to the financial accounting and reporting

of the Company, monitoring the processes undertaken by external auditors and internal audit activity, operational risk management and compliance

with all financial corporate governance requirements. Its duties and responsibilities include:

 Reviewing the consolidated financial statements and making recommendations on financial and accounting policies.

 Reviewing the performance of the external auditor and recommending to the Board their appointment and removal if required.

 Overseeing the adequacy and effectiveness of internal controls and operational risk management including insurance.


The Audit and Risk Committee’s Charter provides that the Committee must be comprised solely of Directors of Rakon, have a minimum of three

members, have a majority of independent Directors and have at least one Director with an accounting or financial background. The current member

composition of this Committee complies with these requirements.

Members of the Audit and Risk Committee as at the date of this report are Lorraine Witten (Chair), Bruce Irvine and Keith Watson. The Chair of the

Audit and Risk Committee is not the Chair of the Board.

Recommendation 3.2 Employees should only attend audit committee meetings at the invitation of the audit committee.

Management may attend meetings at the invitation of the Audit and Risk Committee and the Committee routinely has committee member-only

time with the external auditor without management present.

Recommendation 3.3 An issuer should have a remuneration committee which operates under a written charter (unless this is carried out by the

whole board). At least a majority of the remuneration committee should be independent directors. Management should only attend committee

meetings at the invitation of the remuneration committee.

The Board has combined the duties and responsibilities of a remuneration committee and a nomination committee under one committee known

as the People Committee, as reflected in the People Committee’s charter. This charter records the combined responsibilities and was last reviewed

in March 2020. The People Committee’s work plan reflects duties and responsibilities that would otherwise be covered by separate remuneration

and nomination committees.

The People Committee’s purpose and key objective is to assist the Board in establishing coherent human resources, remuneration and Director

nomination policies and practices. Its duties and responsibilities include:

 Overseeing, reviewing and making recommendations to the Board in relation to human resources strategy, management succession

planning, employee incentive schemes, remuneration arrangements for the Managing Director and senior management and Directors

and compliance with applicable human resources legislation; and

 Overseeing, reviewing and making recommendations to the Board in relation to the selection and appointment of new Directors, processes

for identifying and assessing skills and competencies, Director succession planning and effective induction and training programmes for

new and existing Directors in order that the Board is comprised of Directors who contribute to the successful management of the Rakon

Group.

The People Committee Charter requires that a majority of its membership shall be independent Directors and that the Chair shall be independent.

Currently, the Chair and all other members of the Committee are independent Directors.

Members of the People Committee as at the date of this report are Keith Oliver (Chair), Bruce Irvine, and Lorraine Witten. Management may attend

meetings at the invitation of the Committee.

Recommendation 3.4 An issuer should establish a nomination committee to recommend director appointments (unless this is carried out by the

whole board), which should operate under a written charter. At least a majority of the nomination committee should be independent directors.

As reported in respect of Recommendation 3.3 the Board has combined the responsibilities of a remuneration committee and a nomination

committee into one People Committee. This approach is sensible from an administrative and resourcing perspective and facilitates regular oversight

of both remuneration and nomination matters through the year.

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Recommendation 3.5 An issuer should consider whether it is appropriate to have any other board committees. All committees should operate

under written charters. An issuer should identify the members of each of its committees and periodically report member attendance.

The Board Charter specifically requires the Board to assess regularly whether there is a need for any further standing committees and the Board

acknowledges that any committee established should operate under a written charter. The charters of the Audit and Risk Committee and the People

Committee are available on the Rakon website and their members are identified on the Rakon website and in the Company’s annual reports along

with a record of their attendance at the Committees’ meetings.

Currently Rakon health and safety matters are the responsibility of the full Board with oversight of legislative compliance and policy by the People

Committee.

The independent Directors meet as a committee from time to time as required.

Recommendation 3.6 The board should establish appropriate protocols that set out the procedure to be followed if there is a takeover offer for

the issuers including any communications between insiders and the bidder. The board should disclose the scope of independent advisory reports

to shareholders. These protocols should include the option of establishing an independent takeover committee, and the likely composition and

implementation of an independent takeover committee.

Rakon has not developed a specific policy governing the Board’s response to a takeover situation. Current legal advice on process that should be

followed in the event of a takeover offer is readily accessible by Directors in their online Resource Centre. In the case of a takeover offer, Rakon will

form an Independent Takeover Committee to oversee disclosure and response, and engage expert legal and financial advisers to provide advice on

procedure.

Principle 4 – Reporting and disclosure

The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.

Rakon’s Directors are committed to keeping investors and the market informed of all material information about the Company and its performance,

in a timely manner.

Recommendation 4.1 An issuer’s board should have a continuous disclosure policy.

Rakon has a Continuous Disclosure Policy to ensure that material information is identified, reported, assessed and disclosed promptly and without

delay to the market. This policy was reviewed and updated by the Board in March 2019 and circulated to Directors and employees along with

further guidance on the application of the policy. The Rakon Continuous Disclosure Policy and additional guidance is accessible to all staff on an

internal online portal.

In addition to all information required by law, Rakon also seeks to provide sufficient meaningful information to ensure stakeholders and investors

are well-informed, including financial and non-financial information.

Recommendation 4.2 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.

The key corporate governance documents referred to in this Corporate Governance Report are available on Rakon’s website:

http://www.rakon.com/corporate/investor/ir-gov

Recommendation 4.3 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 operational or

non-financial targets are measured. Non-financial reporting should be informative, include forward looking assessments, and align with key

strategies and metrics monitored by the board.

Financial information

Rakon’s business management teams are responsible for implementing and maintaining appropriate accounting and financial reporting principles,

policies and internal controls designed to ensure compliance with accounting standards and applicable laws and regulations.

The Board’s Audit and Risk Committee oversees the quality and integrity of external financial reporting, including the accuracy, completeness,

clarity, balance and timeliness of financial statements. It reviews Rakon’s full and half-year financial statements and makes recommendations to

the Board concerning accounting policies, areas of judgement, compliance with accounting standards, stock exchange and legal requirements, and

the results of the external audit. All matters required to be addressed, and for which the Committee has responsibility, were addressed during the

reporting period.

For the financial year ended 31 March 2020, the Directors believe that proper accounting records have been kept which enable, with reasonable

accuracy, the determination of the financial position of the Company and facilitate the compliance of the financial statements with the Financial

Markets Conduct Act 2013. The Chief Executive Officer and Chief Financial Officer have confirmed in writing to the Board that Rakon’s external

financial reports present a true and fair view of the Company’s financial position in all material aspects.

Rakon’s full and half-year financial statements are available on the Company’s website.

Non-financial information

Rakon discusses its strategic objectives and its progress towards achieving these in the Chair and Chief Executive Officer’s commentary in its reports

to shareholders.

Rakon is committed to ensuring the protection of the world's environment and natural resources. As part of this commitment, Rakon has achieved

ISO14001 certification at the following sites: Auckland ‒ New Zealand and Bangalore ‒ India.

Across its global facilities, Rakon is integrating an Environmental Management System (EMS) to deliver continuous improvement in this area.

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Details of Rakon’s commitment to the environment and human rights can be viewed on the Company’s website:

http://www.rakon.com/corporate/about/corp-policies. This includes the Company’s policy on the restriction of hazardous substances

(RoHS/RoHS2); and Rakon’s positions on Conflict Minerals and Slavery and Human Trafficking.

The Company also invests in a number of social responsibility initiatives that support employees and the communities in all the regions in which it

operates.

To date Rakon has not sought to adopt a specific reporting framework for ESG policies and practices. Rakon nevertheless continues to focus on

continuous improvement of its ESG practices and may consider more structured reporting in the future supported by targets and metrics.

Principle 5 – Remuneration

The remuneration of directors and executives should be transparent, fair and reasonable.

Oversight of policy and processes in relation to the remuneration of Directors and executives is a key responsibility of the People Committee.

Recommendation 5.1 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.

The total remuneration available for Directors is approved by shareholders. The Board determines the level of remuneration paid to Directors from

the approved collective pool. Directors also receive reimbursement for reasonable travelling, accommodation and other expenses incurred in the

course of performing their duties.

The annual fee pool limit is $360,000 and was approved by shareholders at the 2012 Annual Shareholders’ Meeting.

Any proposed increases in non-executive Directors’ fees and remuneration will be put to shareholders for approval.

If independent advice is sought by the Board, the consultants will be required to declare their independence. If the Board elects to state publicly

that it is relying on such advice in respect of its remuneration proposal, a summary of the findings will be disclosed to shareholders as part of the

approval process.

Effective from 1 April 2020 to 30 June 2020, Rakon Directors elected to reduce their fees by 50% due to the uncertainties facing the business as a

result of the global Covid-19 pandemic and the impact of actions taken by governments across the world to control the pandemic.

Recommendation 5.2 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.

The Board has a Remuneration (Directors and Executives) Policy which was approved by the Board in May 2019. This policy recognises that investors

have a particular interest in director and executive remuneration and that the remuneration of directors and executives should be transparent, fair

and reasonable. The policy outlines the framework within which Rakon determines remuneration for its Directors and executives.

Rakon applies a fair and equitable approach to remuneration having regard to the financial position of the Company and the external environment.

The Remuneration (Directors and Executives) Policy records that Rakon and its People Committee may obtain independent advice and relevant

market data and benchmarking in New Zealand and other regions in which it operates from appropriately qualified consultants to assist in setting

remuneration for its executives, Chief Executive and Directors. External advice is sought on a regular basis to ensure remuneration is benchmarked

to the market.

Director remuneration

Board role Approved

remuneration

Chair $120,000

Non-executive Director $60,000


Details of individual Directors’ remuneration are set out in the Shareholder Information section of the 2020 Annual Report.

Executive remuneration

In general, executive remuneration comprises of a fixed base salary and an at risk short-term incentive (STI) payable annually. Some executives also

receive fringe benefits. At-risk incentives, including any STI, are payable at the Board’s discretion and by reference to targets set at the

commencement of the period, which are generally based on financial measures including Company earnings targets, progress against objectives

related to the strategic plan and business unit objectives and other personal objectives.

Recommendation 5.3 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.

CEO remuneration

The review and approval of the Chief Executive Officer’s remuneration is the responsibility of the People Committee and the Board.

External advice is sought on the remuneration of the Chief Executive Officer and was last obtained in 2018.

The Chief Executive Officer’s remuneration comprises a fixed base salary, fringe benefits, and an at-risk STI. At-risk incentives are payable at the

Board’s discretion and by reference to targets agreed with the Chief Executive Officer based on financial measures including earnings targets,

progress against objectives related to the strategic plan and other personal objectives. The remuneration detailed below relates to payments made

to Brent Robinson in the year ended 31 March 2020 (FY2020) (excluding any STI payments earned and to be paid in the 2020 financial year). The

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breakdown of the Chief Executive Officer’s STI for FY2020 is 30% of Base Salary with performance measures linked 50% to achievement of certain

Company performance targets and linked 50% to achievement of certain personal objectives. The same breakdown was applicable to the Chief

Executive Officer’s STI for the year ended 31 March 2019 (FY2019).


Base Salary Benefits Subtotal

At Risk Incentive

Total

Remuneration

STI % STI achieved

against maximum

FY2020 $637,500 $34,456 $671,956 $165,376 86% $837,332

FY2019 $634,139 $34,064 $668,202 $147,000 77 % $815,202


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.

The Board has overall responsibility for the Company’s system of risk management and internal control.

Recommendation 6.1 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.

The Board delegates day-to-day management of risk to the Chief Executive Officer. The Audit and Risk Committee provides additional and more

specialised oversight of the Company’s risks to support the Board’s oversight. As recorded in the Audit and Risk Committee’s Charter the Board

delegates specific responsibilities to the Committee in regards to risk assurance. The Committee’s work plan and meeting schedule provide

dedicated time for review of the Company’s risk management framework, financial risks, operational risk registers and review of the Company’s

risk appetite. The Committee is required to report its findings to the full Board. The Board maintains a strategic risks register for review and updating

as required at each meeting.

In the year ended 31 March 2020, management engaged with the Audit and Risk Committee to further document Rakon’s risk management

framework and policy. Managers are required to regularly review the key risks in their areas of responsibility and to assess, rate, control, mitigate

or monitor such risks. Key risks are required to be reviewed by the executive team to assess whether appropriate risk management actions are

being taken and the key risks are presented to the Audit and Risk Committee and Board for further oversight.

Each half year the Chief Financial Officer reports to the Audit and Risk Committee about the management of risks including but not limited to fraud,

cyber security and business continuity and related risk management, including insurances.

Rakon maintains insurance policies that it considers adequate to meet its insurable risks.

Details of Rakon’s financial risk management are available in section 26 of the Notes to the Financial Statements in the 2020 Annual Report.

Recommendation 6.2 An issuer should disclose how it manages its health and safety risks and should report on its health and safety risks,

performance and management.

Health and safety matters are the responsibility of the full Board with oversight of legislative compliance and policy review by the People Committee.

The Rakon board recognises that effective management of health and safety is essential for the operation of a successful business, and its intent is

to prevent harm and promote wellbeing for employees, contractors and customers. The Board is responsible for governance and oversight of the

Company’s health and safety framework. The Board is responsible for ensuring that the systems used to identify and manage health and safety

risks, foster an effective health and safety culture, set clear expectations, are fit for purpose, and are effectively implemented, properly resourced,

regularly reviewed and continuously improved.

Rakon has a number of operational subsidiary businesses outside New Zealand in India, France and the United Kingdom, each of which is responsible

for managing its own health and safety framework. Each business prepares monthly reports which are submitted to Rakon’s General Manager

People & Capability, with a monthly report to the Board, providing up-to-date information on key performance indicators, activities and key events.

The Board receives reports of Incident Rates including Lost Time Incidents and Near Misses, analysis of each reported incident, schedules recording

the timing and performance of drills, training and audits and the Company’s Critical Risk Register. The Board is satisfied that there is a

comprehensive health and safety framework in place.

The Company’s Lost Time Injuries recorded in its New Zealand operations in the year to 31 March 2020 numbered two (FY 2019: three)

Rakon is continuing its process of reviewing its health and safety policy and practices to achieve consistency of behaviour, processes and

expectations across its global businesses.

Principle 7 – Auditors

The board should ensure the quality and independence of the external audit process.

The Board is committed to ensuring audit independence, both in fact and appearance, in order that Rakon’s external financial reporting is viewed

as being highly objective and without bias.

Recommendation 7.1 The board should establish a framework for the issuer’s relationship with its external auditors.

The Audit and Risk Committee reviews the quality and cost of the audit undertaken by the Company’s external auditor and provides a formal

channel of communication between the Board, senior management and external auditor.

As outlined in the Audit and Risk Committee Charter the Committee regularly meets with the external auditor to approve the terms of engagement,

audit partner rotation (at least every five years) and audit fee, and to review and provide feedback in respect of the annual audit plan. A

comprehensive review and formal assessment of the independence and effectiveness of the external auditor is undertaken periodically. The

62
62


Committee routinely allows time to meet with the external auditor without management present. The Audit and Risk Committee also assesses the

auditor’s independence on an annual basis.

For the financial year ended 31 March 2020, PricewaterhouseCoopers (PwC) was the external auditor for Rakon.

All audit work at Rakon is fully separated from non-audit services, to ensure that appropriate independence is maintained. Other services provided

by PwC in FY2020 were non-audit related and involved the provision of advice. These services were deemed to have no effect on the independence

or objectivity of the auditor in relation to audit work. The fees paid to PwC for audit and non-audit work are identified at section 6 in the Notes to

the Financial Statements in the 2020 Annual Report.

The Audit and Risk Committee reviewed Rakon’s External Auditor Independence Policy in the year ended 31 March 2020 and the revised version

will be presented to the Board for adoption in FY2021. The policy provides comprehensive and current guidance to Directors and management to

assist them in determining the services that may or may not be performed by the external auditor.

PwC has provided the Audit and Risk Committee with written confirmation that, in their view, they were able to operate independently during

FY2020.

Recommendation 7.2 The external auditor should attend the issuer’s annual meeting to answer questions from shareholders in relation to audit.

The audit partner of the Company’s external auditor, PwC, is asked to attend the Company’s annual meetings, and to be available to answer

questions from shareholders at those meetings. The PwC audit partner attended Rakon’s 2019 Annual Shareholders’ Meeting.

Recommendation 7.3 Internal audit functions should be disclosed.

Rakon has a number of internal controls overseen by the Audit and Risk Committee and/or the Board which are supported by policy, processes and

procedures and regular reporting. These include controls for computerised information and management systems, cyber risk and information

security, business continuity management, insurance, health and safety, conflicts of interest, prevention and identification of fraud and legislative

compliance. The Company does not have an internal audit function. From time to time, the Company engages external audit services to review its

systems and internal controls. To maintain its ISO accreditation for a number of its management systems Rakon is subject to regular independent

audits.

Principle 8 – Shareholder rights and relations

The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to

engage with the issuer.

The Board is committed to open and regular dialogue and engagement with shareholders. Rakon seeks to ensure that investors understand its

activities by communicating effectively with them and giving them access to clear and balanced information. The Board regularly reviews its

shareholders communications strategy.

As a matter of good governance practice and in light of feedback from some of its shareholders, the Board is undertaking a review of Rakon’s

shareholder communications and investor relations strategies.

Recommendation 8.1 Issuers should have a website where investors and interested stakeholders can access financial and operational

information and key corporate governance information.

Rakon maintains a website www.rakon.com where shareholders and other stakeholders may obtain up-to-date financial and operational

information and key governance information along with other information about the Company and its products.

The Company’s annual Corporate Governance Reports are available on the Company’s website in the relevant annual report and as a separate

document including any updated versions of the Corporate Governance Report issued after the publication of the relevant annual report.

Recommendation 8.2 An issuer should allow investors the ability to easily communicate with the issuer, including providing the option to receive

communications from the issuer electronically.

Rakon has a calendar of communications and events for shareholders, including but not limited to:

 Annual and interim reports.

 Annual and interim results announcements.

 Annual and interim investor presentations.

 Annual meetings.

 Ad hoc investor presentations to institutional investors and retail brokers.

 Easy access to information through the Rakon website www.rakon.com

 Access to management and the Board via a dedicated email address investors@rakon.com

Shareholders are actively encouraged to attend the Company’s annual meetings and vote on major decisions which affect Rakon. Voting is by poll,

upholding the ‘one share, one vote’ philosophy. Shareholders may raise matters for discussion at these events.

All shareholders have the option to elect to receive electronic communications from the Company.

In addition to shareholders, Rakon has a wide range of stakeholders and maintains open channels of communication for all audiences, including

brokers, the investing community and the New Zealand Shareholders’ Association and regulators, as well as Rakon employees, customers and

suppliers.

63
63


Recommendation 8.3 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.

In accordance with the Companies Act 1993, Rakon’s Constitution and the NZX Listing Rules, Rakon refers major decisions, which may change the

nature of Rakon to shareholders for approval.

Recommendation 8.4 If seeking additional equity capital, issuers of quoted securities should offer further equity securities to existing security

holders of the same class on a pro rata basis, and no less favourable terms before further equity securities are offered to other investors.

The Board notes the NZX Code recommendation in relation to considering the interests of all existing financial product holders. The Board will take

account of the recommendation in the event of a capital raise as well as the expectation that it should explain why any capital raising method other

than pro-rata was preferred when reporting against the NZX Code.





































www.rakon.com
64


Directory

Registered Office

Rakon Limited

8 Sylvia Park Road

Mt Wellington

Auckland 1060

Telephone: +64 9 573 5554

Facsimile: +64 9 573 5559

Website: www.rakon.com


Mailing Address

Rakon Limited

Private Bag 99943

Newmarket

Auckland 1149

Directors

Bruce Irvine

Keith Oliver

Brent Robinson

Roger Yao (alternate director for Yin Tang Tseng)

Yin Tang Tseng

Lorraine Witten

Keith Watson

Principal Lawyers

Bell Gully

PO Box 4199

Shortland Street

Auckland 1140

Auditors

PricewaterhouseCoopers

Private Bag 92162

Auckland 1142

Share Registrar

Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland 1142


Managing Your Shareholding Online:

To change your address, update your payment instructions

and to view your investment portfolio, including transactions, please visit:

www.investorcentre.com/nz

General enquiries can be directed to:

enquiry@computershare.co.nz

Telephone: +64 9 488 8777

Facsimile: +64 9 488 8787

Bankers

ASB Bank

PO Box 35

Shortland Street

Auckland 1140

---

2020 R EVIEW
Enabling the

Connected Future

2

RAKON R E V I E W F Y2020



REVENUE


4.4%

$119.0m

UNDERLYING


EBITDA

1


11.4%

$14.8m


18.3%

$4.0m

NET PROFIT


AFTER TAXOPERATING


CASH FLOW

53 years of operation

Performance Snapshot F i n a n c i a l Yea r 2020

All amounts in this document are in NZ $ unless otherwise specified.

F Y2019 -$1.8m

FY2020 $9. 4 m

12 months ended 31 March 2020.

At a Glance

Global platform over 4 continents

950+ people, more than 40 nationalities represented

3 manufacturing, 6 Research and Development (R&D) centres,

16 customer support locations

Selling into 60+ countries in FY2020

In worldwide government and commercial

programmes where high performance is critical

Strategic supplier to some of the

largest telecommunications equipment companies

Since Rakon’s inception, approximately 1 billion products

manufactured for applications everywhere

%

Share of

Revenue

Telecommunications

54.8%

Space & Defence

23.7%

Global Positioning

15.9%

Emerging & Other

5.6%

Core markets – telecommunications,

space & defence, global positioning

1

Refer to the footnote on page 19 for the definition of Underlying EBITDA as a

measure of non-GA AP financial information, referred to in this document.

TelecommunicationsTelecommunications

Global PositioningGlobal Positioning

Space & DefenceSpace & Defence

Emerging and OtherEmerging and Other

RAKON R E V I E W F Y2020


3

Rakon designs and manufactures world leading frequency control and timing solutions. Its products help set the frequencies that all

communications transmit and receive on. They also hold time and provide a stable timing reference for electronic equipment around the world.

This enables synchronised time globally, and the efficient and reliable transfer of data at ever-increasing precision and speed. Precise timing is

required for demanding applications within Rakon’s three core markets of telecommunications, global positioning and space & defence.

Connectivity, Anytime, Anywhere

Contents

Tribute to Our Founder 4

Chair’s and CEO’s Report 5

Board of Directors 8

Business and Strategic

Focus 9

Global Executive Team 10

Key Achievements FY2020 11

Financial Summary 12

Technology Leadership

Focus 14

Rakon Everywhere 16

Enabling the Connected

Future 18

Rakon’s Key Strengths 19

Glossary 19

Directory 20

5G is making a myriad of applications possible

“With dominant share allocations from key Tier One customers secured, our

products are being designed into all the main network providers’ 5G equipment.”

Brent Robinson, CEO / Managing Director

4

RAKON R E V I E W F Y2020



Tribute to Our Founder

From a young age, Warren had a curious mind.

His fascination with electronics led him to build a

radio at the age of 15 and he became one of the

youngest in New Zealand to receive an amateur

radio license. This hobby led him to spend

time as a technical trainee at the New Zealand

Broadcasting Service.

Warren then went to work for Electronic

Navigation as a technician in marine electronics.

He built his first radio telephone as the firm made

Skipper marine radio telephones for small ships

and ‘pleasure craft.’

While at Electronic Navigation, Warren met

Henri Klok who had experience in the marine

electronics business. Warren went on to form

a company in partnership with Henri. They

designed a new radio telephone, giving it the

trade name ‘Marlin’, and registered it under their

company, Marlin Electronics Limited. Warren

and Henri ran Marlin Electronics from 1955 until

1965 before deciding to sell out to Autocrat

Radio. While at Marlin Electronics, Warren had

experienced the frustration of crystals taking up

to three or four months to be delivered. The large

gap in the market for locally made crystals was

too big to ignore, so he decided to make his own

at his garage in Howick, Auckland.

Rakon was founded in 1967. As the business

grew, premises were set up initially in

Newmarket, Auckland and in 1971 the

company moved to Mt Eden and had a team of

30–40 staff. Warren then temporarily moved

to Singapore with his family and established

a manufacturing plant there in 1972. Over the

years the business evolved, to become the global

company that it is today. Warren continued as

Chair and a director of the company until 2006

when it went public and listed on the New

Zealand stock exchange (NZX). Warren then

became a director of the public company and

continued in that role until stepping down from

the Board in 2017. He continued to maintain a

keen interest in the success of the company.

In his later years, Warren continued to push

the envelope developing an olive grove and

vineyard on his estate on Waiheke Island, where

he produced his own olive oil and wine. His

fascination with technology never wavered. He

continued with his lifelong interest in amateur

radio. His choice of vehicle in retirement . . .


an electric car.

Those of us at Rakon privileged to know Warren recall

fondly a great man, who always made it a priority to

engage with our people.

Warren, your accomplishments will forever be embedded

within our history and your curiosity and passion for

electronics will continue to live on in the curious minds you

have enabled.

Inside Rakon’s previous facility

in Mt Eden, Auckland which opened in 1971.

Warren John Robinson

7 January 1935 – 10 September 2019

Sadly our founder Warren Robinson passed away during the year, at the age of 84. We pay

tribute to an electronics innovator, a business leader and a great New Zealander.

RAKON R E V I E W F Y2020


5

Chair’s and CEO’s Report

2

Refer to the footnote on page 19 for the definition of Underlying

EBITDA as a measure of non-GA AP financial information, referred to

in this document.

Welcome to the 2020 Annual Review of your company

Rakon Limited (‘Rakon’ or the ‘Group’).

Continued growth in the telecommunications segment and

positive operating cash flow of $9.4m were highlights for

the Financial Year ended 31 March 2020 (FY2020). Rakon

reported a net profit after tax of $4.0m compared with

$3.4m in FY2019.

Underlying EBITDA

2

was $14.8m compared with $13.3m in

FY2019. FY2020 included a positive impact of $3.1m from

the adoption of IFRS 16 Leases. Excluding this, Underlying

EBITDA is $11.7m. This reflects a much stronger than

expected finish to the year, predominantly from the growing

telecommunications segment.

Revenue of $119.0m was $5.0m higher, or up 4%, for the

period, with telecommunications increasing by $11.6m.

This was offset by declines of $3.4m in space & defence

(phasing of long-term customer contracts) and $1.6m in

global positioning (a decline of low-margin, high-volume

business). It was pleasing to see the growth in revenue

starting to come through in the last quarter from higher

share of business awarded to Rakon from its Tier One

telecommunications customers.

Gross profit was $52.0m, in line with the prior year. Although

improved product mix provided better underlying gross

profit, additional inventory obsolescence meant the overall

gross profit was flat. Operating expenses for the year were

$48.1m, up $0.7m compared to the prior year.

Net debt

3

was $7.9m, up $0.2m on the prior year. This

included a final payment of $2.1m for the acquisition of the

remaining 51% interest in Rakon India. Rakon’s shareholders’

equity stands at $91.9m, funding 61% of total assets.

Operational Overview


COVID -19

While COVID-19 had a negative short-term impact on the

Group, with our manufacturing operations in New Zealand

and India severely restricted for periods of time, the medium-

term to long-term effects are not expected to be significantly

negative. COVID-19 has increased the reliance on remote

communications, reliable telecommunications infrastructure

and higher network capacities, reinforcing the importance of

Rakon in the global telecommunications supply chain.

Rakon had a strong finish to the year with revenue and order

bookings despite our global team being affected by the

pandemic, with many required to work from home.

New products & XMEMS


4


It was pleasing to see a number of new products and variants

of existing products introduced to the market during the year,

and an increase in orders for Rakon’s 5G offering.

Customers are demonstrating a strong preference

for Rakon’s quartz-based products over silicon-based

competition, with higher shares awarded to Rakon from

major Tier One telecommunications customers.

Rakon released XMEMS


during the year, its key quartz-

based technology for future products. XMEMS


is our

advanced resonator technology made with our NanoQuartz



photolithography microfabrication process on quartz wafers,

which is delivering unprecedented resonator and oscillator

performance.

XMEMS


coupled with Rakon’s innovative proprietary

semiconductor Application Specific Integrated Circuits

(ASICs) enables the creation of new products not possible

using conventional mechanical processing methods which

are smaller, higher performing and more cost-effective.

Market update


Telecommunications

As mentioned, telecommunications grew strongly, with

revenue up 15% in USD terms this year compared with

FY2019. The 5G segment contributed 43% of this growth

and new 5G products showed 150% year-on-year growth,

mostly out of the New Zealand plant. These products are

going into early deployments of 5G in South Korea, China and

the US. Of particular note were the higher revenues from

the data centres market as data centre operators invested to

meet the growing worldwide data demand.

Outlook


The outlook for the telecommunications segment continues

to be positive with all three mobile operators in China

deploying 5G networks, and the continuing demand for

stable, reliable and greater capacity communications

networks accentuated by COVID-19. Balancing this is

the intensifying geopolitical uncertainty, which is creating

volatility in customer forecasts.

Space and Defence


Rakon’s space revenue dropped 13% in USD terms, due

predominantly to the phasing of long-term multi-year

projects. The prior year also included a significant initial

order for products going into the first Low Earth Orbit (LEO)

satellite network in China.

Although overall revenue was lower, it was

pleasing to see our European space business

4

Acronyms and definitions are explained in the Glossary on page 19.

3

Net debt within this document excludes IFRS 16 lease liabilities.

6

RAKON R E V I E W F Y2020



Margo Thomas

General Manager, Global People & Capability, Auckland, NZ

I continue to be inspired by the depth of global talent we have across Rakon. Our people ‘drive

hard’ to ensure we continue to lead from the front in our fields of expertise to maintain our

professional excellence.

Chair’s and CEO’s Report

5

Product acronyms and definitions are explained in the Glossary on page 19.

6

New Space refers to a globally emerging private spaceflight industry. This includes

aerospace companies and ventures working independently of governments and traditional

major contractors to develop faster, better and cheaper access to space and space

technologies. It includes Low Earth Orbit satellites such as CubeSats.

increasing, with some of Rakon’s traditional geostationary

satellite business returning during the year.

The defence segment lost some of the gains from the last

two years, with USD revenue down 15%. While the US

market held firm, the negative impact came out of Europe.

Outlook


Current bookings indicate some revenue growth in both

space and defence, including Rakon India having won new

contracts for supplying the local Indian market and good

forward orders for Space OCXOs

5

used in a US satellite

application. In the meantime progress continues to be made

in the New Space

6

LEO market, but it will take time for this

revenue to grow.

Global Positioning


Global positioning revenue declined 25% in USD terms,

predominantly due to one customer where high-volume,

low-margin business declined. The industrial high precision

Global Navigation Satellite System (GNSS) segment

(including agricultural and mining equipment) was flat, with

gains made in the first half offset by a lower second half,

the latter being affected by the US/China trade issues. It

was pleasing to see the emergency locator beacon market

segment growing 7%.

Outlook


Rakon’s market share is increasing in the high precision

sub-segment for low g-sensitivity products and this trend is

expected to continue.

In the high-volume sub-segment, competitive pressures

from global positioning module makers in Asia are expected

to increase price pressure; however with our partnership

with low-cost manufacturer Taiwan-based Siward Crystal

Technology Co. Limited (‘Siward’) Rakon is expected to

remain competitive.

Corporate Governance


The Board was deeply saddened by the passing of Rakon’s

founder and former Chair and director Warren Robinson

in September. We would like to acknowledge Warren’s

outstanding contribution to New Zealand’s technology

sector and his 50+ year dedication and commitment to our

company. Warren was a remarkable New Zealander and

formed strong connections with our people. He will be sorely

missed.

FY2020 was a year of consolidation of the new team of

directors completed in late 2018 and strengthening of

governance practices, and there was a particular focus on

key organisational and operational matters that would drive

company performance. Looking forward, following a review

of company strategy, the Board is seeking improved results

through gross profit growth and continued focus on the

development of best-in-class technology for existing and

new customers.

The Board has appreciated the efforts of the whole Rakon

team in responding to the COVID-19 pandemic, both as

it emerged in the latter months of FY2020 and as the

lockdowns and restrictions were imposed across the world

affecting our operations, our supply chains, our customers

and the day-to-day lives of our people. Amidst the immense

uncertainty caused by the pandemic, Rakon employees

rallied to support the business and to meet the requirements

of our customers. They did so while working at Rakon’s

manufacturing sites, where permitted, under strict health

and safety protocols or, where practical, working from

home; and having agreed to take a pay reduction. As part

of the supply chain for essential communications and civil

defence services, it was important to stay connected with

our suppliers and understand delivery logistics to meet our

customers’ requirements to the extent possible.

We also appreciated the efforts of our fellow directors who

took a 50% reduction in their fees and met more frequently

to support management through the crisis.

Closing Comments and Outlook


At this point in time we seem to be through the worst of

COVID-19’s impact and we were fortunate that there were

no permanent effects for our staff personally. With our global

manufacturing operations largely back to normal, Rakon is

well positioned for the rest of FY2021.

We expect the coming period to show continuing growth

in telecommunications, tempered by potential uncertainties

from geopolitical tensions within the telecommunications

market.

Rakon’s XMEMS


technology will continue to be developed

and commercialised, and will be more important to Rakon’s

longer-term future as it becomes a key point of difference

with regard to competitors.

Brent Robinson

CEO / Managing Director

Bruce Irvine

Chair

7

Icons represent Rakon’s areas of strategic focus. Refer to graphic on page 9.

7

Financial Year 2020
Performance Summary

• Revenue of $119.0m vs. $114.0m in FY2019.

• Underlying EBITDA of $14.8m vs. $13.3m in FY2019.

• Net profit after tax of $4.0m vs. $3.4m in FY2019.

• Net debt was $7.9m vs. $7.7m in FY2019.

The Surface Mount Technology area at Rakon’s Auckland facility

prior to the COVID-19 health emergency. While manufacturing

operations in New Zealand and India were severely restricted for

a period of time, the medium-term to long-term effects are not

expected to be significantly negative.

RAKON REVIEW FY2020



7

8

RAKON R E V I E W F Y2020



Board of Directors

Brent Robinson

Executive Director

Brent has 41 years at Rakon, which includes

establishing global operations and markets and 34

years as CEO / Managing Director.

Under Brent’s leadership Rakon has grown into

a global business and a recognised leader in the

frequency control product industry. Brent is an

Honorary Fellow of the Institution of Professional

Engineers New Zealand. He was awarded the New

Zealand Hi-Tech Trust – Flying Kiwi Award in 2011.

Bruce Irvine

Chair and Independent Director

Bruce is a professional director with extensive

experience across a wide range of industries. He is a

Chartered Fellow of the Institute of Directors, as well

as an Accredited Fellow of Chartered Accountants

Australia and New Zealand (CAANZ).

He is currently Chair of Heartland Bank Limited,

Market Gardeners Limited and Skope Industries

Limited. He is also a director of Scenic Hotel Group

Limited and House of Travel Holdings Limited and a

number of other private companies.

Yin Tang Tseng

Non-Executive Director

Yin Tang (Tony) is the current Chair of Siward Crystal

Technology Co. Limited, a substantial shareholder

(16.6%) in Rakon.

Tony has more than 30 years of experience in the

frequency control product industry, having founded

Siward in 1988 and grown the company to become

one of the leaders in the industry globally, with

revenue of US$100+ million. Tony is a director of

Securitag Assembly Group Limited.

Lorraine Witten

Independent Director

Lorraine is a professional director with extensive

experience in technology and Information

Communications Technology (ICT) sectors. She is

a Chartered Fellow of the New Zealand Institute of

Directors and a member of Chartered Accountants

Australia and New Zealand (CAANZ).

Lorraine is Chair of the Corrections Department Audit

& Risk Committee and a director of TIL Logistics

Group Limited and Horizon Energy Group. She is

also Chair of Simply Security Limited, a company she

founded in 2007, and Chair of vWork Limited.

Keith Watson

Independent Director

Keith is a professional director with substantial

experience in the technology and engineering

sectors. He is a Chartered Member of the Institute

of Directors in New Zealand. Keith has governance,

management and leadership experience in

companies across the Asia Pacific region, the

Americas, Central Europe, the UK, Australia and

New Zealand.

Keith is currently the Chair of the New Zealand

Institute of Economic Research (NZIER) and

a director of Acumen Republic Limited, Taska

Prosthetics Limited and Complete 3D.

Keith Oliver

Independent Director

Keith is a professional director and a business

advisor with Alto Capital, where he is also a director.

He is a past director of a range of NZ technology

companies operating in international markets in Asia,

Europe and the Americas, several of which he has

been a founder and investor in.

Keith is currently the Executive Chair of Blackhawk

Tracking Systems Limited and a director of

Wellington Drive Technologies Limited.

Read full biographies at:

www.rakon.com/corporate/investor/ir-gov/ir-bod

RAKON R E V I E W F Y2020


9

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KEY FOCUS

Karl Ward

Principal Design Engineer, Harlow, UK

Rakon is uniquely positioned in the frequency

control product industry with its own in-house

ASIC design team. Our experienced team

produces advanced designs for Rakon products,

strengthening and extending performance ranges,

allowing us to meet future market demands.

O UTPUTS

10

RAKON R E V I E W F Y2020



Brent Robinson

CEO / Managing Director &

Chief Technology Officer

Brent was appointed Managing Director

and Chief Executive Officer in 1986.

Under Brent’s leadership, Rakon has

grown into a global company and

recognised leader in the frequency

control product industry with revenue

of $119.0m in FY2020.

In his capacity as Chief Technology

Officer, Brent oversees the business’s

technology and innovation. He has

41 years’ experience at Rakon in the

design and manufacture of crystals and

oscillators, which has included leading

the development of Rakon’s core

business.


Darren Robinson

Chief Marketing Officer

Darren has led sales and marketing

since 1990, having earlier held

various roles with the company in

New Zealand and overseas. He has

been instrumental in the company’s

expansion into new markets, its

commercialisation of new applications

and its development of business

relationships with many Fortune 500

companies.

Through Darren’s in-depth

understanding of the markets Rakon

competes in, he also plays an integral

part in steering its R&D efforts. He

guides product development teams to

meet new requirements in emerging

applications and solve problems for

customers.


Dr. Sinan Altug

Chief Operating Officer

Sinan joined Rakon in 2002 and

commenced as COO in January 2020.

In this newly created position he leads,

aligns and drives the company’s global

operations to best meet customer

demand and create profitable growth.

Other senior positions held by Sinan

include Managing Director of Rakon’s

European businesses and Global

Business Development Director. Sinan

held various management positions in

the frequency control product industry

before joining Rakon, including Director

of European Operations for Champion

Technologies. He has a PhD in Electrical

Engineering and an MBA.





Anand Rambhai

Chief Financial Of ficer

Anand joined Rakon in January 2012

and was appointed CFO in November

2018. Anand brings strong leadership,

commercial skills and in-depth Rakon

business knowledge to the company.

In his current role he is responsible for

Rakon’s finance, information systems

and investor relations functions.

Anand has gained broad financial and

commercial experience in previous

roles, including as GM of Finance

and General Manager. His previous

experience includes tenures at Sony,

British Telecom and Deloitte. Anand is

a member of Chartered Accountants

Australia and New Zealand (CAANZ).

Margo Thomas

General Manager,

Global People and Capability

Margo joined Rakon in January 2016. In

her current role she is responsible for all

global Human Resources (HR) strategy,

policies and processes including

organisational alignment, talent

acquisition, leadership development,

change management, employment

relations and health and safety.

Prior to this, she held the position

of General Manager of People and

Capability New Zealand. Margo has

20 years’ experience working in HR

including senior HR positions in a range

of industries with Crowe Horwath,

Spark, Westpac and New Zealand Post.

Scott Stemper

Global Quality Manager

Scott joined Rakon in January 2015.

He leads the development and

improvement of quality processes and

systems to enhance Rakon’s drive to

be the leading provider of world-class

frequency control products.

Scott’s background includes ten

years as Global Quality Manager with

Raltron Electronics Corporation and

20 years with CTS Frequency Controls

in oscillator product engineering and

quality management roles. He has

also held senior quality management

positions with L3 Technologies and

D&S Consultants Incorporated.



Dr. Roy Cann

Head of Global Engineering

Roy joined Rakon in May 2018 as Head

of Global Engineering. He is responsible

for driving new product developments

and leveraging the benefits of a

collaborative global R&D team.

Prior to joining Rakon, Roy held

the position of Electronic Controls

Design Manager at Fisher and

Paykel Technologies, where he was

responsible for the design and supply

chain management of high volume

microprocessor-based motor controllers

across New Zealand and China.

Prior to this, Roy was an Engineering

Director at Trimble for five years. He

has held a number of other senior roles

with multi-site responsibilities, including

positions with Avery Weightronix (UK),

Rolls-Royce Aerospace (UK), Meissner

Power Systems (South Africa), and

Connetics (NZ). Roy holds a PhD in

Electrical Engineering.





Maureen Shaddick

Company Secretary

Maureen joined Rakon in November

2018. She provides legal, company

secretarial and regulatory advice and

support. She has more than 25 years’

experience as a commercial lawyer

and governance adviser in private

practice, corporates and not-for-profit

organisations in New Zealand, London

and Dubai.

Maureen was the General Counsel and

Company Secretary of Genesis Energy

from 2003 to 2016. She is the Chair of

Cancer Research Trust New Zealand

and has been a Trustee since 2003. She

has also held a number of other not-for-

profit governance roles.

Borja Thomas (Thomas)

Head of Global Product

Management

Thomas joined Rakon in April 2015.

In his current role he is responsible for

generating and growing profit for the

business through its existing and future

product offering.

His previous senior positions at Rakon

include Head of Product Management

New Zealand and Senior Product Line

Manager.

Prior to joining Rakon, Thomas was

a Product Line Manager for Nexans

(formerly Alcatel) in France and led

the launch of two new product lines

addressing the smart grid and electric

vehicle markets.

Thomas has also spent time in Europe

in product consultancy roles in France

and began his career as an R&D

Engineer in the UK.


Arun Parasnis


Managing Director,

Rakon India

Arun joined Rakon in October 2018

and is responsible for overseeing all

business functions at Rakon India.

Arun has had 30 years of experience

in the electronics industry, overseeing

functions including engineering,

operations, business development and

profit and loss management.

His experience across the electronics

industry includes electronic

components, consumer electronics and

Electronics Manufacturing Services

(EMS). Prior to joining Rakon, Arun was

the Vice President of Cyient Limited.

He has also held senior positions at

Radiall India Private Limited, Jabil

Circuit India Private Limited and Vishay

Components India Private Limited

(formerly the Philips Electronics Passive

Components division).

Global Executive Team

Biographies are available at:

www.rakon.com/corporate/investor/ir-gov/ir-mgmt

Carole Gagnard
Product Assurance Manager, Space & Defence Business Unit, Pont-Sainte-Marie, France

At Rakon product quality is paramount. Our quality team is involved from the initial purchase

order right through to the final shipment of products to our space & defence customers.

We are involved in project review, components selection, operator qualification, product

inspection (including before sealing with customer participation) and final quality control.

Key Achievements FY2020

18 new products

8

introduced

including launch of Mercury+


, the world’s smallest OCXO

9

6 core R&D advanced technology developments under way

including release of XMEMS


,


Rakon’s


key quartz-based technology

for future requirements

Launched global Sales & Operations Planning (S&OP) review

process, significantly improving worldwide customer

satisfaction and employee engagement

34 million products shipped

Increased share of major Tier One telecommunications

customers’ business

Rakon is designed into the transportation and radioheads for 5G

All business units recertified to global quality standards

RAKON R E V I E W F Y2020



11

Strong finish to the year with revenue and order bookings

Preference for Rakon’s quartz-based products

over silicon-based competition

Ramping up for 5G – Mercury+


, Neptune




and Mercury


10

products

New products being developed for emerging

5G millimetre wave (mmWave) requirements

8

New products introduced by Rakon to the market are defined as products which have begun sampling.

9 & 10

Visit www.rakon.com/products for more information on Neptune


(Ultra Stable TCXO) , Mercury


and Mercury+



(IC OCXO) products, or scan the QR code on page 17. For the Mercury+


release visit www.rakon.com/corporate/about/news

12

RAKON R E V I E W F Y2020



Summary of Revenue and Profit

For the year ended 31 March 2020

2020

$000s

2019

$000s

Revenue118 , 9 8 0113,985

Underlying EBITDA14,78713,270

Depreciation and amortisation(8,823)(5,802)

Interest(1,055 )(534)

Adjustment for associates and joint venture share of interest,

tax and depreciation


(1,447)


(1,120)

Other non-cash items(178)(340)

Income tax expense696(2,110)

Net profit after tax3,9803,364

Summary of Statement of Cash Flows

For the year ended 31 March 2020

2020

$000s

2019

$000s

Net cash flow

– Operating activities9,401(1,768)

– Investing activities(6,631)(12,674)

– Financing activities(3,078)(24)

Net (decrease) / increase in cash and cash equivalents(308)(14,466)

Foreign currency translation adjustment(672)144

Cash and cash equivalents at the beginning of the period(6,782)7,540

Cash and cash equivalents at the end of the period(7,762)(6,782)

This financial summary provides partially summarised financial information only, regarding the financial performance of Rakon Limited

for the year ended 31 March 2020. Please refer to the Rakon Limited Annual Report 2020 for the full financial statements and

accompanying notes.

11

Refer to the footnote on page 19 for explanation of Underlying EBITDA.

Financial Summary

Keerti Prakash

Procurement Manager, Supply Chain, Auckland, NZ

Strong supplier partnerships are foundational to a business’s overall

success. They provide partners with a more complete understanding

of our business needs, leading to improved services and reduced

costs. The team has been involved in open and ongoing dialogue

with our strategic partners, which has helped build strong business-

to-business engagement. As we have seen, solid partnerships take

dedicated effort, but they deliver more mutual value.

REVENUE

UNDERLYING EBITDA

11

$101.1m

$114.0m

THREE-YEAR PERFORMANCE SNAPSHOT (NZ$)

2018 2019 2020

$119.0m

$12.1m

$13.3m

2018 2019 2020

$14.8m

OPERATING EXPENSES

$41.6m

$ 47. 3 m

2018 2019 2020

$48.1m

NET PROFIT AFTER TAX

$10.0m

$3.4m

$4.0m

2018 2019 2020

RAKON R E V I E W F Y2020


13

Non-current assets

Trade and other receivables2,7022,267

Derivative financial instruments–258

Financial asset at fair value through other comprehensive

income

2,9184,549

Property, plant and equipment18,92419,394

Intangible assets9,0039,149

Investment in associates11,71410,399

Deferred tax asset9,2467,352

Right-of-use assets9,730–

Total non-current assets64,23753,368

Total assets150,244136,504

Balance Sheet

As at 31 March 2020

2020

$000s

2019

$000s

Assets

Current assets

Cash and cash equivalents5,0864,719

Trade and other receivables42,37938,220

Financial asset at fair value through profit and loss219

Derivative financial instruments27307

Inventories37,62439,310

Current income tax asset889561

Total current assets86,00783,136

Balance Sheet

As at 31 March 2020

2020

$000s

2019

$000s

Liabilities

Current liabilities

Bank overdraft12,84811,501

Borrowings145474

Trade and other payables22,25226,398

Derivative financial instruments5,040945

Lease liabilities2,741–

Provisions714471

Deferred consideration on acquisition–1,885

Deferred income – government wage subsidy2,000–

Total current liabilities45,74041,674

Non-current liabilities

Derivative financial instruments2,840343

Borrowings–412

Provisions2,9182,990

Deferred tax liabilities1861,069

Lease liabilities6,704–

Total non-current liabilities12,6484,814

Total liabilities58,38846,488

Net assets91,85690,016

Equity

Share capital181,024181,024

Other reserves(23,293)(21,153)

Retained earnings(65,875)(69,855)

Total equity91,85690,016

Total equity and liabilities150,244136,504

14

RAKON R E V I E W F Y2020



Technology Leadership Focus

Rakon develops product solutions to enable its

customers, some of whom are world-leading

companies within their respective markets,

to advance their systems to the next level of

performance.

Rakon’s R&D capability has kept it at the

forefront of the frequency control products

industry.

“One of the key aspects is that Rakon has

developed strong in-house R&D capability in our

core foundational technologies. We have our

own ASIC design and development team, along

with the quartz resonator development team’s

in-house microfabrication facility where we

can develop technologies such as XMEMS


,”

says Advanced Technology Manager of Global

Engineering Michael McIlroy.

The General Manager of Rakon’s UK R&D

business unit Philip Davies says such a

combination is formidable.

“Having the XMEMS


technology plus an ASIC

design team in the same company is extremely

rare, if not unique. Putting those two things

together gives us incredible benefits in terms

of developing new technologies, enhancing

product performance and maintaining technology

leadership.”

Investment in innovation and close collaboration

are also important.

“Rakon continues to invest heavily in R&D

and innovation. Without this we could not

maintain our leadership. It’s all about investment

in automation, investment in highly skilled

engineers – and not only those that look after

design, but also the process engineers who

Michael McIlroy

Advanced Technology Manager

Global Engineering

Philip Davies

General Manager UK

Roy Cann

Head of Global Engineering

A key focus and strategy for Rakon is technology leadership. Three senior members involved

in executing this strategy explain how Rakon maintains its leadership, and discuss current

technology developments and what the future of technology holds.

play a huge part in implementing the new

technologies they are presented with by the

R&D teams.

“Our close collaboration with customers, our in-

house engineering systems level understanding

and our experienced and highly knowledgeable

engineering community are also key.

“To tie it all together, we have strategic

relationships with customers who are Tier One

companies in their respective industries, so

we know what’s coming; then we invest in

technologies and realise their requirements using

our crystal and ASIC technology to its best and

fullest extent. It’s knowing what customers need

at the start of that process, and also that systems

level knowledge, which sets Rakon apart.”

A highly technical understanding of the

ecosystems in which Rakon operates is also

essential.

“We link in a strong understanding of customer

and market needs. We also have a highly

technical understanding of our customers’

requirements. In combination with that is a drive

to invest, be innovative, develop technology and

the world-class R&D teams we have, to support

those technology drives and developments,”says

McIlroy.

Head of Global Engineering Roy Cann says

entrepreneurial spirit, agility and pushing the

boundaries are also key differentiators at Rakon.

“Generally, it is about attacking cutting edge

specifications, whether that’s in terms of stability

or slope or whatever it may be. So we are

constantly pushing the envelope around product

specification, whether it’s performance or size,

based on what our customers are looking for in

terms of products, to underpin their new systems.

We are agile and willing to take risks. We do

things which are technically very difficult, where

we are not guaranteed to succeed. We take on

the difficult specifications.”

Future proofing and foresight have also been crucial

says Davies.

“Management at the senior level is very

technically savvy, which is critically important –

and we have a technology focused culture where

everybody is pulling in the same direction. That

and the foresight of management and the Board in

making the right strategic decisions have ensured

we maintain our technology leadership.”

In the past financial year alone the company

invested $13.9m in R&D, with technology

developments under way at its R&D facilities in

NZ, the UK, France and India.

In India product developments have included a

space-grade TCXO, crystal filter and distribution

amplifier for space applications and a narrow

bandwidth miniature VCO for a defence

application.

In France the team diversified its product portfolio

with the release of its high performance VCSO

range of products. Developments have also

included a complete Frequency Generation Unit

for a space application and customer sampling of

an OCXO for the New Space market.

In the UK exciting progress was made with a

proprietary post-compensation TCXO and a next

generation high stability OCXO. Davies says the

post compensation technology has already been

released to some select customers.

“It is a very clever technology, allied to some

highly sophisticated algorithms. Basically, it

doubles the product’s performance, enabling even

tighter frequency tolerances.”

RAKON R E V I E W F Y2020


15

In New Zealand, the release of XMEMS


has been a key

technology development in FY2020, says McIlroy.

“XMEMS


is a key foundational technology and we will be

using it to develop the core resonator portion of our oscillator

products further.

“XMEMS


is leveraging the high performance possible with a

quartz-based resonator. It is leveraging the fantastic history and

legacy of quartz-based products but linking in new geometries,

structures and microfabrication techniques. This further

enables the best characteristics of the quartz to be used and

drawn out into that final resonator performance. It is taking

our oscillator products to a new level in terms of size, stability,

phase noise, and g sensitivity. All of the key parameters are

leveraged off the resonator and our XMEMS


technology.”

McIlroy says additionally that part of his role as Advanced

Technology Manager (a new role established 12 months ago)

has been to further enable Rakon to leverage and benefit from

the synergies of the global team’s technical competencies.

“A key role of mine is to work to pull teams together, find

those synergy points and cross-fertilise as needed.

“Sometimes technology at one level which has been

developed for a particular market then becomes important

in another market, and we are able to leverage our initial

developments in one market over to another. So for example

. . . if you take the New Space requirements, where lower

power, smaller form factor OCXOs are required, we can

leverage some of the technology that we’ve developed in the

telecommunications miniature OCXO market and feed that

into the requirements for New Space.”

Davies said the UK team are working on developing a next

generation ‘Super TCXO’ in the near future.

“Using all the knowledge we have gained over the past two to

three years in our core ASIC technology developments, we are

now about to start developing the next TCXO chip. We believe

it will be a world-beater, offering extremely tight frequency

stability performance.”

So what lies further ahead for Rakon and what does the future of

technology look like?

“We will continue to focus on achieving and exceeding the

upper limits of performance specifications and being first to

market while keeping design costs down. I see us having a

very good connection into all of the markets that we operate in.

It’s really just continuing to push the boundaries,” says Cann.

Markets will continue to evolve and Cann and McIlroy believe

Rakon is positioned well at the high performance end of those

markets.

“Rakon will continue to excel in areas that require high

accuracy; for example, applications like automotive, car-to-car

communications, or where more stringent applications of

quality and design processes are required. These areas often

have safety and life criticality associated with them – like

what we’re already doing in the global positioning and rescue

beacons space,” says Cann.

“Demand for high performance frequency control products is

growing, with demand throughout the telecommunications,

space & defence and global positioning markets, while also

now expanding into areas such as automotive with smart

vehicles and those types of applications.

“So our demand and growth will continue to be for higher and

specific requirements. This will come about with demand for

tighter stabilities, increased robustness, performance at higher

temperatures and smaller form factors across all of those

markets. We will continue to meet these requirements while

maintaining cost effective solutions enabling our customers to

advance their own technology,” says McIlroy.

Avilash Singh

Engineering Manager, Product R&D, Auckland NZ

At Rakon we keep pushing the boundaries and focusing on innovation to develop leading-edge

flexible product platforms. These platforms are then leveraged to deliver world-leading product

solutions for our high-tech customers.

Inside Rakon’s microfabrication laboratory. Photo masks used in Rakon’s

NanoQuartz


photolithography microfabrication process.

RAKON R E V I E W F Y2020


17 16


RAKON R EVI EW

Rakon Everywhere

Irene Lee

Customer Service Coordinator, Shenzhen, China

In a very fast moving and fiercely competitive, changing market environment,

fast response times are essential to business sustainability and success.

When we understand each customer requirement and respond accurately and

efficiently, we maximise the potential to gain from every opportunity.

Telecommunications

The equipment that enables communications networks

to operate. Includes small cells, 4G / 5G mobile base

stations, microwave, backhaul networks as well as data

centres, switches, routers and optical transmission

equipment.

OCXOs, TCXOs, VCXOs and XOs

Global Positioning

Includes all Global Navigation Satellite System (GNSS)

equipment and other positioning systems. Applications

include Personal Navigation Devices (PNDs), high

precision positioning (surveying, mining, and agriculture),

emergency locator beacons, aviation, drones, automotive,

asset tracking, and sport and recreation products.

OCXOs, TCXOs, XOs and Crystals

Space & Defence

Applications where reliability, precision and performance

are all critical. Includes New Space, avionics, radars and

other high reliability applications.

Subsystems, OCSOs, USOs, VCSOs, VCOs, OCXOs,

TCXOs, VCXOs, XOs, Crystal Filters and Crystals

Emerging and Other

Many applications including wireless control, test and

measurement, smart grids and metering, Machine-to-

Machine (M2M), the Internet of Things (IoT), as well as

other emerging markets.

OCSOs, OCXOs, TCXOs, VCXOs, XOs and Crystals

Acronyms

Augmented Reality & Virtual Reality (AR / VR)

Digital Subscriber Line (DSL)

Ultra-Reliable Low-Latency Communication (URLLC)


Very Small Aperture Terminal (VSAT)

Wide Area Network (WAN)

Rakon products enable connectivity and are embedded in

electronic systems everywhere.

Products displayed for each application are representative only. Rakon has a broad

range of timing and frequency control products. For more information on Rakon’s

comprehensive product offering please visit: www.rakon.com/products/families

IoT

VSAT


INTERNET

OF THINGS

(IoT)

5G

DISTRIBUTION

UNITS

AVIONICS

TELECOM

EARTH

OBSERVATION &

GNSS SATELLITES

4G REMOTE

RADIO HEADS

DATA

CENTRES

SMART

GRIDS

URLLC

NETWORKS

INDUSTRIAL

AUTOMATION

SURVEILLANCE

RADARS

AR / VR

TELEHEALTH

MICROWAVE

TRANSMISSION

SYSTEMS

AIR TRAFFIC

CONTROL

DEEP SPACE

PROBES

DEEP SPACE

EXPLORATION

LOW

EARTH ORBIT

SATELLITES

CABLE

DSL / FIBRE TO

THE HOME

FINANCIAL

NETWORKS

ENTERPRISE

NETWORKS

AUTONOMOUS

VEHICLES

4G MACRO

BASE STATIONS

LAUNCH

VEHICLES

DEEP SEA

CABLE

EMERGENCY

LOCATOR

BEACONS

GROUND &

SHIPBOARD

STATIONS

ASSET

MANAGEMENT

LOW POWER

WAN

5G

SMALL CELLS

4G

SMALL CELLS

SPORT &

RECREATION

WEARABLES

5G REMOTE

RADIO HEADS

DRONES &

UNMANNED

AERIAL VEHICLES

5G

CENTRAL

UNITS

TIME

GRANDMASTER

SOLUTIONS

PRECISION

AGRICULTURE

TRANSPORT

& BACKHAUL

ROUTERS AND

SWITCHES

%

Share of

Revenue vs. FY2019

Telecommunications

54.8% [

▲22%]

Space & Defence

23.7% [▼11% ]

Global Positioning

15.9% [▼8%]

Emerging & Other

5.6% [▼20%]

18

RAKON R E V I E W F Y2020



Unnikrishnan PM

General Manager of Operations, Bengaluru, India

In today’s highly competitive global business environment, only organisations that

are agile, flexible and excellent in their operations can survive and grow. Rakon’s

success comes out of its strengths in leadership, employee engagement and

technological expertise. Rakon India’s ‘creating the future’ programme brings out

the best from every employee and helps toward achieving operational excellence.

Enabling the Connected Future

These applications may seem a way off for now,

but they are becoming possible with 5G, says

Rakon CEO Brent Robinson.

“Every ‘G’ or Generation of new wireless

network brings faster speed and functionality

to our wireless devices. 5G will not only bring

significant improvements to capability and the

end-user experience for existing applications

like video streaming, data transfer of distributed

databases, real time data transfer and

downloading; the functionality will also bring

to life many applications that are simply not yet

possible,” he says.

So what does 5G enable that 4G technology

cannot?

“5G will be ten times faster and will allow 1000

times more traffic capacity than 4G networks.

It will open up room for more users and more

traffic. A key factor is the very low latency

that 5G is enabling. Latency is the delay you

experience from the time data is transmitted and

received. It is the buffering or the frozen static

image you see on screen of that person you are

video calling, or the lag in time while you wait for

that movie to download.”

For Rakon the opportunities lie in the precise

timing that is required for 5G.

“We’re providing the precise timing that enables

5G to operate. Low latency is based around

synchronised timing, which our OCXOs

and TCXOs can provide. Our products are

embedded in the equipment that is supplied

into the telecommunications networks. It is

the low latency of 5G that will enable real

time data applications like remote surgeries

and autonomous cars to become a reality.

With applications like these, the time taken to

transmit and receive data is critical.”

Technologies are also emerging as the

foundation of 5G – one of them being millimetre

waves. Users are demanding more data and

bandwidth. Currently, this demand is largely

fulfilled by frequencies on the radio frequency

spectrum at between 1 GHz to 6 GHz, says

Brent.

“5G is opening up the spectrum for mobile

devices to operate on shorter millimetre waves

with frequencies that fall between 30 to 300

GHz, which is opening up the bandwidth.

We are supplying high frequency, low noise

VCXOs and timing devices that allow for higher

frequencies to be used – up into the 30 to 60

GHz range. To use these very high frequency

spectrums they need high frequency quartz

crystal products to allow them to access these

Imagine a world where specialist doctors could perform surgeries remotely, with the use

of robots and real time data transmitted and received from the other side of the world.

Imagine a world of complete autonomy, where connected cars could drive us to our next

destination.

Crystal Filter
A filter that allows only the desired frequency to pass through

to the output.

Crystal Micro-Electro-Mechanical System (XMEMS


)


Rakon’s advanced quartz-based resonator technology

.

It is made with Rakon’s NanoQuartz


microfabrication

process, delivering unprecedented resonator and oscillator

performance.

Crystal Oscillator (XO)


A quartz crystal combined with oscillation circuitry to

generate a repeating electric signal.

Crystal Resonator (Xtal)


At the heart of XOs, VCXOs, TCXOs and OCXOs are quartz

crystals, which are designed to resonate with electrical

stimulation using the piezoelectric effect.

Distribution Amplifier


A device that accepts a single input signal and provides these

same signal characteristics to multiple isolated outputs.

Frequency Generation Unit (FGU)


A complete subsystem that provides up to 48 outputs from the

same ultra stable reference oscillator.

NanoQuartz



Rakon’s proprietary photolithography microfabrication process

on quartz wafers.

Oscillator


A circuit or device that generates a repetitive electric signal

and consists of a resonator and electronic components.

Glossary

bands. So in addition to our products being able

to provide the reference for the timing, we are

also able to provide the high frequency, low noise

source required for millimetre wave frequency

bands.”

Rakon’s gain in revenue in the

telecommunications segment is an indication

that the 5G roll-out has begun and Brent says

the company is well-positioned with its product

offering, for anticipated widespread deployment.

“5G roll-out is happening in China and South

Korea right now. There are a few countries where

it is widely deployed already and it’s rolling out

further. With dominant share allocations from

key Tier One customers secured, our products

are being designed into all the main network

providers’ 5G equipment.”

Brent says that networks around the world are

running out of capacity. With the COVID-19

pandemic there has been a radical change in the

way the world conducts its business, putting

further unprecedented demand on network traffic

and accelerating 5G roll-out.

“Really, next year in 2021, I think, is when we will

see large 5G roll-out, but with the coronavirus it

may change. It seems there have been a lot of

commitments to accelerate it given COVID-19.

With more demand for data, with people self-

isolating and working from home, we believe

that trend will continue after the COVID-19 health

emergency ends. People will be adopting remote

working as a mode, because they will be able to

see that they can,” he says.

Rakon sees further opportunities ahead – not only

for telecommunications, but also in its other

core markets of space & defence and global

positioning.

“In global positioning we are well positioned for

the higher end industrial products like seismic

surveying, where there are difficult environmental

requirements like low g-sensitivity, wide

temperature range and very high precision. This

is where Rakon basically comes into its own in

that end of the market, rather than the consumer

end. So we’re positioned well, we’ve got a great

product offering and that end of the market is

growing for us.”

Brent says the company will continue to see a

convergence of its technologies across all of its

core markets in the future.

“In the New Space market, for example,

we are leveraging our heritage in supplying

the geostationary market and a blend of

telecommunications and GNSS products where

there is a lot more volume. Low Earth Orbit (LEO)

satellites are being mainly used today for global

broadband coverage. We’ve been developing a

hybrid between telecommunications, GNSS and

space products to deliver a lower cost, radiation-

hard product offering for this application. We are

continuing to leverage the combined expertise

of our R&D teams to enable new applications as

they emerge.”

RAKON R E V I E W F Y2020



19

Rakon’s Key StrengthsWhy Customers Choose

Rakon

Technology leaders in the frequency

control and timing industry

• Extensive application expertise

• In-house R&D teams

• Continued innovation

Innovation leadership enabling

leading-edge technologies

Global footprint

• Manufacturing facilities across 3

continents, 6 R&D centres,

16 support locations

Sustainability

• Strong ecosystem partnerships

• Well-established and strategic

customer relationships

• 53-year heritage

• Continuously evolving to meet

ever-changing requirements

• Localised customer support

• Faster response times

• Optimised performance and cost

• Continuity of supply

Trusted and respected brand

Oven Controlled Crystal Oscillator (OCXO)

A crystal oscillator that uses a miniaturised oven to keep its

internal temperature constant.

Oven Controlled SAW Oscillator (OCSO)


An oven controlled oscillator using Surface Acoustic Wave

(SAW) technology instead of a quartz crystal.

Subsystem


A fully programmable system solution used to upgrade an

existing radar, improve performance and extend its life.

Surface Acoustic Wave resonator (SAW)


At the heart of SAW oscillators are SAW resonators that use

the piezoelectric effect to generate electrically stimulated

acoustic waves at a resonant frequency.

Temperature Compensated Crystal Oscillator (TCXO)


A crystal oscillator with additional circuitry to remove

frequency variations due to temperature change.

Ultra Stable Oscillator (USO)


An extremely stable oscillator used in high-end space and

instrumentation applications.

Voltage Controlled Crystal Oscillator (VCXO)


A crystal oscillator with an adjustable output frequency.

Voltage Controlled Oscillator (VCO)


A purely electronic oscillator circuit with an adjustable output

frequency, without the use of a crystal or SAW resonator.

Voltage Controlled SAW Oscillator (VCSO)


A SAW oscillator with an adjustable output frequency.

Definition of Underlying EBITDA

Rakon has used ‘Underlying EBITDA’ as a measure of non-GA AP financial information in this 2020 Review document. Underlying EBITDA is defined as

‘Earnings before interest, tax, depreciation, amortisation, impairment, employee share schemes, non-controlling interests, adjustments for associate’s and

joint venture’s share of interest, tax and depreciation, loss on disposal of assets and other cash and non-cash items (Underlying EBITDA) ’.

Underlying EBITDA is a non-GA AP measure that has not been presented in accordance with GA AP. The Directors present Underlying EBITDA as a useful

non-GA AP measure to investors, in order to understand the underlying operating performance of the Group and each operating segment, before the

adjustment of specific cash and non-cash items and before cash impacts relating to the capital structure and tax position. Underlying EBITDA is considered

by the Directors to be the closest measure of how each operating segment within the Group is performing. Management uses the non-GA AP measure of

Underlying EBITDA internally, to assess the underlying operating performance of the Group and each operating segment.

Underlying EBITDA as non-GA AP financial information has been extracted from the financial statements for the year. Except for Underlying EBITDA,

other information provided to the chief operating decision maker is measured in a manner consistent with GA AP. The Directors provide a reconciliation of

Underlying EBITDA to net profit for the year, refer note 4 of the Rakon Limited Annual Report 2020.

Registered Office
Rakon Limited

8 Sylvia Park Road

Mt Wellington

Auckland 1060

New Zealand

Telephone: +64 9 573 5554

Website: www.rakon.com

Mailing Address

Rakon Limited

Private Bag 99943

Newmarket

Auckland 1149

New Zealand

Principal Lawyers

Bell Gully

PO Box 4199

Shortland Street

Auckland 1140

New Zealand

Auditors

PricewaterhouseCoopers

Private Bag 92162

Auckland 1142

New Zealand

Directory

Bankers

ASB Bank

PO Box 35

Shortland Street

Auckland 1140

New Zealand

Share Registrar

Computershare Investor Services

Limited

Private Bag 92119

Victoria Street West

Auckland 1142, New Zealand

Managing Your Shareholding Online

To change your address, update

your payment instructions or view

your investment portfolio, including

transactions, please visit:

www.investorcentre.com/nz

General enquiries can be directed to:

enquiry@computershare.co.nz

Telephone: +64 9 488 8777

Facsimile: +64 9 488 8787

www.rakon.com

---

Rakon Limited
T +64 9 573 5554, F +64 9 573 5559

8 Sylvia Park Road, Mt Wellington, Auckland 1060, New Zealand

Private Bag 99943, Newmarket, Auckland 1149, New Zealand

Page 1 of 1 w w w . r a k o n . c o m


2 July 2020


RAK 2020 Annual Report & Review


Rakon Limited is pleased to provide its Annual Report 2020 and Review 2020.


Copies of the Report and the Review are available today on the company’s website:

here


-ends-


Contact:

Anand Rambhai

Chief Financial Officer

+64 9 571 9225

www.rakon.com



About Rakon

Rakon is a global high technology company and a world leader in its field. The company designs and

manufactures advanced frequency control and timing solutions. Its three core markets are Telecommunications,

Global Positioning and Space and Defence. Rakon products are found at the forefront of communications where

speed and reliability are paramount. The company’s products create extremely accurate electric signals which

are used to generate radio waves and synchronise time in the most demanding communication applications.

Rakon has three manufacturing plants, and has six research and development centres. Customer support

personnel are located in sixteen offices worldwide. Rakon is proud of its New Zealand heritage; it was founded

in Auckland in 1967. It is a public company listed on the New Zealand stock exchange, NZX, ticker code RAK.

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